INBRAND CORPORATION











                       AMENDED AND RESTATED LOAN AGREEMENT

                          Dated: as of October 1, 1996

                                  $35,000,000.00


                        SOUTHTRUST BANK OF GEORGIA, N.A.



<PAGE>


                                TABLE OF CONTENTS


SECTION 1.  GENERAL DEFINITIONS                                           1
         1.1.     Defined Terms                                           1
         1.2.     Accounting and Other Terms                             17
         1.3.     Certain Matters of Construction                        17

SECTION 2.  CREDIT FACILITIES                                            18
         2.1.     Revolver Facility                                      18
         2.2.     Termination of Credit Facility.                        19
         2.3.     Acquisition Loan Facility                              20
         2.4.     Share Repurchase Loan Facility                         20
         2.5. Letter of Credit Facility                                  21
         2.6.     All Loans to Constitute One Obligation                 24
         2.7.     Loan Account                                           24

SECTION 3.  INTEREST AND REPAYMENT                                       25
         3.1.     Interest, Fees and Charges                             25
         3.2.     Payments                                               30
         3.3.     Closing Fee                                            31
         3.4.     Unused Line Fee                                        31
         3.6.     Statements of Account                                  32

SECTION 4.  PROPERTY OF BORROWER                                         32
         4.1.     Insurance of Borrower's Property                       32
         4.2.     Protection of Borrower's Property                      32

SECTION 5.  REPRESENTATIONS AND WARRANTIES                               33
         5.1.     General Representations and Warranties                 33
         5.2.     Reaffirmation and Survival of Representations          35

SECTION 6.  COVENANTS AND CONTINUING AGREEMENTS                          35
         6.1.     Affirmative Covenants                                  35
         6.2.     Negative Covenants                                     39
         6.3.     Specific Financial Covenants                           42

SECTION 7.  CONDITIONS PRECEDENT                                         43
         7.1.     Documentation                                          43
         7.2.     Other Conditions                                       44

SECTION 8.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT            45
         8.1.     Events of Default                                      45
         8.2.     Acceleration of the Obligations                        46
         8.3.     Remedies                                               47
         8.4.     Remedies Cumulative; No Waiver                         48

SECTION 9.  MISCELLANEOUS                                                48
         9.1.     Indemnity                                              48
         9.2.     Modification of Agreement; Sale of Interest            48
         9.3.     Reimbursement of Expenses                              49
         9.4.     Indulgences Not Waivers                                50
         9.5.     Severability                                           50
         9.6.     Successors and Assigns                                 50
         9.7.     Cumulative Effect                                      50
         9.8.     Execution in Counterparts                              50
         9.9.     Notice                                                 51
         9.10.    Lender's Consent                                       51
         9.11.    Demand Obligations                                     51
         9.12.    Time of Essence                                        52
         9.13.    Entire Agreement                                       52
         9.14.    Amendment and Restatement; No Novation                 52
         9.15.    Payments Set Aside                                     52
         9.16.    Independence of Covenants, Representations and
                   Warranties                                            52
         9.17.    Governing Law; Consent to Forum                        52
         9.18.    General Waivers by Borrower                            53
         9.19.    Jury Trial Waiver                                      53



EXHIBITS

Exhibit A -- Revolving Credit Note
Exhibit B -- Compliance Certificate
Exhibit C -- Permitted Liens
Exhibit D -- Borrower's Business Locations

<PAGE>
                                                    


                       AMENDED AND RESTATED LOAN AGREEMENT


         THIS AMENDED AND RESTATED LOAN AGREEMENT is made as of October 1, 1996,
by and between SOUTHTRUST BANK OF GEORGIA,  N.A. ("Lender"),  a national banking
association  with an office at One Georgia  Center,  600 West Peachtree  Street,
Atlanta,  Georgia  30308;  and  INBRAND  CORPORATION  ("Borrower"),   a  Georgia
corporation  with its chief executive  office and principal place of business at
1169 Canton Road, Marietta, Georgia 30066.






         R E C I T A L S:

         Borrower  and Lenders are parties to a certain  Loan  Agreement,  dated
December 21, 1993 (as at any time amended, the "Original Loan Agreement").

         Borrower  and Lender  desire to amend and  restate  the  Original  Loan
Agreement so that, as so amended and restated,  it shall read as hereinafter set
forth.

         NOW,  THEREFORE,  for Ten Dollars  ($10.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and in
consideration  of the  premises,  Borrower and Lender  hereby agree to amend and
restate the Original Loan Agreement so that, as hereby amended and restated,  it
shall read as follows:



<PAGE>


SECTION 1


   GENERAL DEFINITIONS

     1.1.  Defined Terms.  When used herein,  the following terms shall have the
following  meanings (terms defined in the singular to have the same meaning when
used in the plural and vice versa):
                  Account - any right of  Borrower  to payment for goods sold or
         leased or for services rendered which is not evidenced by an Instrument
         or Chattel Paper, whether or not earned by performance.

                  Account  Debtor - any Person  who is or may  become  obligated
         under or on account of an Account.

                  Acquisition  Factor - for purposes of determining  the Inbrand
         France EBITDA in connection with Borrower's  Consolidated  EBITDA,  (i)
         for the 1996 fourth fiscal  quarter,  Inbrand  France's EBITDA shall be
         deemed to be Inbrand  France's EBITDA for such quarter,  times (x) four
         (4); (ii) for the first three fiscal quarters of Borrower's 1997 fiscal
         year,  Inbrand  France's EBITDA shall be deemed to be Inbrand  France's
         EBITDA for such fiscal  quarter  plus Inbrand  France's  EBITDA for all
         preceding 1997 fiscal quarter(s),  plus Inbrand France's EBITDA for the
         1996  fiscal  fourth  quarter,  times (x) the  appropriate  annualizing
         multiple; and (iii) commencing with the last fiscal quarter of 1997 and
         with respect to each fiscal quarter thereafter, Inbrand France's EBITDA
         shall be determined  with reference to the four quarterly  periods then
         ending.

                  Acquisition  Loan Funding  Conditions - shall mean each of the
         following:

                           (a) no Default or Event of Default shall exist;

                           (b) the requested  Acquisition  Loan shall be for a
                               Qualified  Acquisition Loan Purpose;

                           (c) on a Consolidated  pro-forma basis,  after giving
                  effect to all  acquisition  and  consolidating  adjustments in
                  accordance  with  GAAP,  as  to  Borrower,   its  Consolidated
                  Subsidiaries  and the  proposed  acquisition  target,  (i) the
                  Consolidated  entities would have complied with the provisions
                  of  Section  6.3 of this  Agreement  for the 12  month  period
                  preceding the proposed  acquisition date (with such pro-formas
                  to assume the completion of the proposed acquisition as of the
                  first day of such 12 month  period),  (ii) after giving effect
                  to the proposed acquisition,  the Consolidated opening balance
                  sheet of Borrower will show Borrower to be in compliance  with
                  the provisions of 6.3 of this Agreement, and (iii) for six (6)
                  months after the funding of any  Acquisition  Loan  hereunder,
                  Borrower will have  available  additional  Loans under Section
                  2.1 of this  Agreement of not less than (i) of $5,000,000  for
                  working capital purposes for so long as the Obligations remain
                  unsecured or (ii)  $3,000,000  for so long as the  Obligations
                  are secured;

                           (d) the  proposed  acquisition  shall comply with all
                  Applicable Laws,  including  without  limitation,  federal and
                  state anti-trust, fraudulent conveyance, licensure, securities
                  or other laws, and all applicable state bulk transfer laws;

                           (e) all real and  personal  Property  proposed  to be
                  acquired  shall  be free  and  clear  of all  Liens  or  other
                  encumbrances  except  as my be  specifically  consented  to by
                  Lender in writing; and

                           (f) Lender and its counsel  shall have  reviewed  all
                  material   documents   evidencing  or  securing  the  proposed
                  acquisition  and shall have been  satisfied as to the form and
                  manner  of  the  proposed  acquisition,  Borrower  shall  have
                  collaterally assigned its rights thereunder to Lender (in form
                  satisfactory to Lender) and the seller(s) with respect thereto
                  shall have consented to such collateral assignment.

                  Acquisition  Loan - a loan  made  by  Lender  as  provided  in
         Section 2.3 of this Agreement.

                  Adjusted  LIBO Rate - with  respect  to any LIBOR Loan for any
         Interest  Period,  an  interest  rate per annum  (rounded  upwards,  if
         necessary,  to the next  1/16 of 1%) equal to the  quotient  of (a) the
         LIBO  Rate  in  effect  for  such  Interest  Period  divided  by  (b) a
         percentage  (expressed  as a  decimal)  equal to 100%  minus  Statutory
         Reserves.

                  Adjusted  Net  Earnings - with  respect to any fiscal  period,
         means the net earnings after provision for income taxes for such fiscal
         period of  Borrower,  all as reflected  on the  financial  statement of
         Borrower  supplied to Lender  pursuant to Section  6.1(J)  hereof,  but
         excluding:  (i) any gain  arising  from any  write-up  of assets;  (ii)
         earnings  of any  Subsidiary  accrued  prior  to the  date it  became a
         Subsidiary;  (iii) earnings of any corporation,  substantially  all the
         assets of which have been acquired in any manner by Borrower,  realized
         by such  corporation  prior to the date of such  acquisition;  (iv) net
         earnings of any  business  entity  (other than a  Subsidiary)  in which
         Borrower has an ownership  interest unless such net earnings shall have
         actually been  received by Borrower in the form of cash  distributions;
         (v) any  portion of the net  earnings of any  Subsidiary  which for any
         reason is  unavailable  for payment of dividends to Borrower;  (vi) the
         earnings of any Person to which any assets of Borrower  shall have been
         sold,  transferred  or disposed of, or into which  Borrower  shall have
         merged,  or  been a  party  to  any  consolidation  or  other  form  of
         reorganization,  prior to the date of such  transaction;  and (vii) any
         gain arising from the acquisition of any Securities of Borrower.

                  Adjusted Tangible Assets - all assets except:  (i) any surplus
         resulting from any write-up of assets  subsequent to December 21, 1993;
         (ii)  patents,   copyrights,   trademarks,   trade  names,  non-compete
         agreements,  franchises and other similar intangibles; (iii) good will,
         (iv) Restricted Investments; (v) unamortized debt discount and expense;
         and (vi) Accounts,  notes and other  receivables due from Affiliates or
         employees.

                  Adjusted  Tangible  Net Worth - at any date  means a sum equal
         to:  (i) the net book  value  (after  deducting  related  depreciation,
         obsolescence,  amortization,  valuation,  and other proper reserves) at
         which the  Adjusted  Tangible  Assets  of a Person  would be shown on a
         balance  sheet at such  date in  accordance  with  GAAP,  less (ii) the
         amount at which such Person's liabilities (other than capital stock and
         surplus) would be shown on such balance sheet in accordance  with GAAP,
         and including as liabilities all reserves for  contingencies  and other
         potential liabilities.

                  Affiliate  - a Person  (other  than a  Subsidiary  or  Inbrand
         Asia):   (i)  which   directly  or  indirectly   through  one  or  more
         intermediaries  controls,  or is  controlled  by,  or is  under  common
         control with,  Borrower;  (ii) which  beneficially  owns or holds 5% or
         more of any class of the voting Securities of Borrower;  or (iii) 5% or
         more of the voting  Securities (or in the case of a Person which is not
         a  corporation,  5% or  more  of  the  equity  interest)  of  which  is
         beneficially owned or held by Borrower or a Subsidiary of Borrower. For
         purposes   hereof,   "control"  means  the   possession,   directly  or
         indirectly,  of the  power to  direct  or cause  the  direction  of the
         management and policies of a Person,  whether  through the ownership of
         voting Securities, by contract or otherwise.

                  Agreement - this Amended and Restated Loan Agreement.

                  Applicable Law - all laws, rules and regulations applicable to
         the  Person,  conduct,  transaction,  covenant or Other  Agreements  in
         question,  including, but not limited to, all applicable common law and
         equitable  principles;  all  provisions  of all  applicable  state  and
         federal  constitutions,  statutes,  rules,  regulations  and  order  of
         governmental  bodies;  and all  orders,  judgments  and  decrees of all
         courts and arbitrators.

                  Applicable  Margin  - for  each  quarterly  period,  the  rate
         indicated below  determined  with reference to Borrower's  Consolidated
         Funded  Debt/EBITDA  Ratio  as of  the  end  of  the  second  preceding
         quarterly  period (that is, by way of example,  the  Applicable  Margin
         during the third quarter of each fiscal year would be  determined  with
         reference to the Consolidated  Funded  Debt/EBITDA Ratio of Borrower as
         of the end of the first fiscal quarter of such year),  reflected in the
         financial  statements of Borrower  delivered to the Lender  pursuant to
         Section 6.1(J) for such second preceding quarter:

         Applicable                 Applicable
         Margin for                 Margin for
         Libor Loans                Base Rate Loans

         100 Basis Points           -0-              Funded Debt/EBITDA Ratio
                                                     less than 1.0 to 1.0

         150 Basis Points           -0-              Funded Debt/EBITDA Ratio
                                                     equal to or greater than
                                                     1.0 to 1.0 but less than
                                                     2.0 to 1.0

         200 Basis Points           -0-              Funded Debt/EBITDA Ratio
                                                     equal to or greater than
                                                     2.0 to 1.0 but less than
                                                     3.0 to 1.0


         If financial  statements  are not timely  delivered in accordance  with
         Section  6.1(J)  and as a result  Lender  is unable  to  determine  the
         Consolidated  Funded  Debt/EBITDA  Ratio prior to the  beginning of the
         relevant  quarter,  the Applicable  Margin for such quarter shall be 1%
         with  respect to Base Rate Loans and 300 basis  points with  respect to
         LIBOR Loans.  For purposes of  determining  Consolidated  EBITDA at any
         date under this definition  Inbrand France's EBITDA shall be calculated
         in accordance with the Acquisition Factor.

                  Average  Monthly Loan Balance - the amount  obtained by adding
         the unpaid  balance of Loans  owing by Borrower to Lender at the end of
         each day for each day during the month in question and by dividing such
         sum by the number of days in such month.

                  Base Rate - the rate of interest announced or quoted by Lender
         from time to time as its base  rate,  whether  or not  Lender  actually
         charges  such  rate and  whether  or not such rate is the  lowest  rate
         charged by Lender;  and if the base rate is discontinued by Lender as a
         standard,  a  comparable  reference  rate  designated  by  Lender  as a
         substitute therefor shall be the Base Rate.

                  Base Rate Loan - each Loan bearing  interest based on the Base
         Rate as provided herein.

                  Borrowing - the  incurrence  of Loans of a single Type made by
         Lender  on a single  date and  having,  in the case of LIBOR  Loans,  a
         single Interest Period (except as otherwise provided in Sections 3.1(D)
         and (E)) or the continuation or conversion of an existing  Borrowing or
         Borrowings in whole.

                  Board of  Governors  - the Board of  Governors  of the Federal
         Reserve Board of the United States Federal Reserve System.

                  Business  Day - any day that is not a  Saturday,  Sunday  or a
         legal holiday on which banks are authorized or required to be closed in
         Birmingham, Alabama.

                  Capital  Expenditures  -  expenditures  made  and  liabilities
         incurred for the  acquisition  (including by way of Capital  Leases) of
         any  fixed  assets  or  improvements,  replacements,  substitutions  or
         additions  thereto  which  have a useful  life of more  than one  year,
         including the direct or indirect  acquisition  of such assets by way of
         increased product or service charges, offset items or otherwise.

                  Capital Lease - any lease of Property which in accordance with
         GAAP would be  capitalized  on the lessee's  balance sheet or for which
         the amount of the asset or  liability  thereunder,  if so  capitalized,
         should be disclosed in a note to such balance sheet.

                  Chattel  Paper - shall have the  meaning  ascribed to "chattel
         paper" under the Code.

                  Closing  Date - the  date  on  which  all  of  the  conditions
         precedent in Section 7 are satisfied  and the initial  Revolver Loan is
         made hereunder.

                  Code - the Uniform  Commercial Code as adopted and in force in
         the State of Georgia.

                  Consolidated - the  consolidation  in accordance  with GAAP of
         the accounts or other items as to which such term applies.

                  Consolidated  Subsidiaries - Inbrand Europe, B.V., and Hygieia
         Healthcare Holdings Limited, and their respective Subsidiaries.

                  Commitment - shall have the meaning  ascribed to it in Section
         2.1 hereof.

                  Controlled  Disbursement Account - as to Borrower, the account
         maintained  with Lender for the  purpose of  disbursing  Revolver  Loan
         proceeds pursuant to Section 2.1 hereof.

                  Credit   Facility  -  collectively,   the  credit   facilities
         established  by  Lender  in favor of  Borrower  pursuant  to  Section 2
         hereof.

                  Current  Assets - at any date,  the amount at which all of the
         current  assets of  Borrower  would be properly  classified  as current
         assets on a balance sheet at such date in accordance with GAAP.

                  Current  Liabilities - at any date, the amount at which all of
         the current  liabilities  of Borrower  would be properly  classified as
         current  liabilities on a balance sheet at such date in accordance with
         GAAP,  excluding,  to the extent treated as Current  Liabilities  under
         GAAP, the Obligations.

                  Current  Ratio - at any date,  the ratio of Current  Assets to
         Current Liabilities.

                  Default - an event or condition the occurrence of which would,
         with the lapse of time or the  giving  of  notice,  or both,  become an
         Event of Default.

                  Default Rate - as defined in Section 3.1 of this Agreement.

                  Document - shall have the meaning ascribed to "document" under
         the Code.

                  Dollars  - and the sign "$"  shall  refer to  currency  of the
         United States of America.

                  Dollar Equivalent - with respect to any monetary amount in any
         foreign currency at any date for the determination  thereof, the amount
         of Dollars obtained by converting such foreign currency into Dollars at
         the spot rate for the purchase of Dollars with such foreign currency as
         quoted by a Lender at approximately 11:00 a.m. (Atlanta,  Georgia time)
         on the date of determination thereof.

                  EBITDA - for any fiscal period of Borrower, an amount equal to
         Borrower's  Adjusted Net Earnings for such fiscal period,  plus, to the
         extent deducted in computing such net income (without  duplication) the
         sum of: (a) Interest Expense, (b) all federal, state, local and foreign
         income  taxes,  (c)  depreciation  and  amortization  expense,  (d) any
         extraordinary,  unusual or non-recurring  gains or losses or charges or
         losses or charges or gains or losses,  all as  determined in accordance
         with GAAP.

                  Environmental Laws - all federal, state and local laws, rules,
         regulations,  ordinances,  programs,  permits,  guidances,  orders  and
         consent   decrees   relating  to   pollution,   toxic  waste  or  other
         environmental matters, including, without limitation, the Comprehensive
         Environmental  Response,  Conservation and Recovery Act and the Georgia
         Hazardous Waste Management Act.

                  Environmental  Liens - Liens in favor of a governmental entity
         arising under or in connection with any Environmental Law.

                  Equipment - all  machinery,  apparatus,  equipment,  fittings,
         furniture,   fixtures,  motor  vehicles  and  other  tangible  personal
         Property (other than  Inventory) of every kind and description  used in
         Borrower's  operations or owned by Borrower or in which Borrower has an
         interest,  whether now owned or  hereafter  acquired  by  Borrower  and
         wherever located, and all parts,  accessories and special tools and all
         increases and accessions  thereto and  substitutions  and  replacements
         therefor.

                  ERISA - the Employee  Retirement  Income Security Act of 1974,
         and all rules and regulations from time to time promulgated thereunder.

                  Eurocurrency  Liabilities  - shall have the  meaning  ascribed
         thereto in Regulation D issued by the Board of Governors.

                  Event  of  Default  -  as  defined  in  Section  8.1  of  this
          Agreement.

                  Facility Amount - $35,000,000, as amended from time to time.

                  FASB-52 -  Financial  Accounting  Standards  Board  Statement
          No.  52, as in effect at any time, specifying applicable accounting
          principles with respect to translation of foreign currencies.

                  Fixed  Charge  Coverage  Ratio - shall  mean,  at any  date of
         determination  thereof,  the ratio of (a)(i) Adjusted Net Earnings plus
         depreciation,  amortization expense and Interest Expense for the period
         of  four  (4)  consecutive  fiscal  quarters  ending  on  such  date of
         determination,  plus (ii) all  payments  made by Borrower in respect to
         operating  leases  for  such  period,  to (b) the  sum of (i)  Interest
         Expense for such period plus (ii) all payments made on operating leases
         for such period,  plus (iii) regularly  scheduled principal payments on
         Funded Debt due during such period.
                  Funded  Debt - shall  mean,  collectively,  (a) the  aggregate
         principal  amount of  Indebtedness  for borrowed money which would,  in
         accordance  with GAAP, be classified as long-term  debt,  together with
         the current maturities thereof; (b) all Indebtedness  outstanding under
         the Notes, notwithstanding that any such Indebtedness is created within
         one  year of the  expiration  of such  agreement;  and (c) all  Capital
         Leases.

                  Funded  Debt/EBITDA  Ratio  -  shall  mean,  at  any  date  of
         determination thereof, the ratio of Funded Debt to EBITDA.

                  GAAP - generally accepted accounting  principles in the United
         States of America in effect  from time to time.  The effects of foreign
         currency  translation  adjustments  shall  be made in  accordance  with
         FASB-52.

                  General  Intangibles  - all general  intangibles  of Borrower,
         whether  now  owned or  hereafter  created  or  acquired  by  Borrower,
         including,  without limitation, all choses in action, causes of action,
         corporate or other  business  records,  deposit  accounts,  inventions,
         blueprints,   designs,   patents,   patent  applications,   trademarks,
         trademark  applications,  trade names, trade secrets,  goodwill,  brand
         names, copyrights, registrations, licenses, franchises, customer lists,
         tax refund claims,  computer programs,  operational manuals, all claims
         under  guaranties,  security  interests  or other  security  held by or
         granted to  Borrower  to secure  payment of any of the  Accounts  by an
         Account Debtor, all rights to indemnification  and all other intangible
         property of every kind and nature (other than Accounts).

                  Holdings  -  Inbrand  Holdings  Limited,   a  private  company
         organized under the laws of England.

                  Inbrand Asia - Inbrand Asia PTE, a corporation organized under
         the laws of  Singapore,  the  capital  stock  of which is owned  40% by
         Borrower.

                  Inbrand  France -  Inbrand  France  S.A.,  a  societe  anonyme
         organized under the laws of France, the capital stock of which is owned
         100% by Inbrand Europe B.V.

                  Indebtedness   -  as  applied  to  a  Person  means,   without
         duplication  (i) all  items  which in  accordance  with  GAAP  would be
         included in  determining  total  liabilities  as shown on the liability
         side of a  balance  sheet  of such  Person  as at the  date as of which
         Indebtedness  is  to  be  determined,  including,  without  limitation,
         capitalized  lease  obligations,  (ii) all obligations of other Persons
         which such  Person  has  guaranteed  and (iii) in the case of  Borrower
         (without duplication), the Obligations.

                  Instrument - shall have the meaning  ascribed to  "instrument"
         under the Code.

                  Interest - shall have the  meaning  ascribed  to it in Section
         3.2 of this Agreement.

                  Interest  Expense - for any period,  total  interest  expense,
         whether paid, accrued or capitalized  (including the interest component
         of obligations under Capital Leases), of Borrower,  including,  but not
         limited  to,  all  origination  and other  fees,  all  amortization  of
         original  issue  discount and the net amount payable under any interest
         rate swap, cap or collar or similar  agreement between Borrower and any
         person,  all as calculated on a consolidated  basis in accordance  with
         GAAP.

                  Interest Period - as defined in Section 3.1(C) hereof.

                  Inventory - all of Borrower's inventory,  whether now owned or
         hereafter acquired by Borrower and wherever located, including, but not
         limited to, all goods  intended  for sale or lease by Borrower or to be
         furnished under contracts of service;  all work in process; and all raw
         materials  and  other  materials  and  supplies  of  every  nature  and
         description  used  or  which  might  be  used in  connection  with  the
         manufacture, printing, packing, shipping, advertising, selling, leasing
         or furnishing of such goods or otherwise used or consumed in Borrower's
         business.

                  Issuer - SouthTrust Bank of Alabama,  National Association,  a
         national banking association.

                  LC Application - a written  application to Issuer, in the form
         approved by Issuer and duly  executed by Borrower for the issuance of a
         Letter of Credit.

                  LC Conditions - the following conditions,  the satisfaction of
         each of which is required before Lender shall be obligated to submit to
         Issuer any LC Application in connection with a request for the issuance
         of a Letter of Credit:  (i) no Default or Event of Default exists;  and
         (ii) after  giving  effect to the issuance of the  requested  Letter of
         Credit and each Letter of Credit for which an LC  Application  has been
         executed by Borrower, the LC Obligations would not exceed $7,500,000.

                  LC  Documents  -  any  and  all  agreements,  instruments  and
         documents  (other than an LC Application)  required by Issuer or Lender
         to be executed by Borrower or any other Person and  delivered to Issuer
         and Lender in  connection  with the  application  for or  issuance of a
         Letter of Credit.

                  LC  Obligations  - on any date of  determination  thereof,  an
         aggregate  Dollar  amount equal to (i) all  Reimbursement  Obligations,
         plus (ii) the  aggregate  undrawn  amount of all Letters of Credit then
         outstanding  or  to  be  issued  by  Issuer  under  an  LC  Application
         theretofore submitted to Issuer.

                  LC Request - Borrower's  delivery to Lender of a duly executed
         LC Application for the issuance of a Letter of Credit by Issuer,  which
         LC  Application  shall specify the identity and address of the intended
         beneficiary of the requested Letter of Credit, the purpose for issuance
         of the requested Letter of Credit,  the proposed amount and expiry date
         of the requested Letter of Credit,  the conditions to payment under the
         requested Letter of Credit,  whether the requested Letter of Credit may
         be drawn upon in a single or multiple draws.

                  Letter of Credit - a standby  letter of credit at any time
         issued by Issuer  for the  account of Borrower.

                  Leverage  Ratio - at any date,  the ratio of Borrower's  total
         Indebtedness to Adjusted Tangible Net Worth.

                  LIBO Rate - the offered rate (rounded  upwards,  if necessary,
         to the next 1/16 of 1%) as determined by Lender for Dollar  deposits in
         an amount approximately equal in principal amount to the LIBOR Loan for
         which the LIBO Rate is being  determined and for a maturity  comparable
         to the  Interest  Period for which such LIBO Rate will apply which rate
         appears on Telerate  Page 3750 (or, if such  Telerate  Page 3750 is not
         available,  as published by a comparable service selected by Lender) at
         approximately  11:00 a.m.,  London time, two (2) Business Days prior to
         the commencement of such Interest Period.

                  LIBOR Loan - each  Revolver  Loan,  Acquisition  Loan or Share
         Repurchase  Loan bearing  interest  based on the Adjusted  LIBO Rate as
         provided herein.

                  Lien - any interest in Property  securing an  obligation  owed
         to,  or a claim  by, a Person  other  than the  owner of the  Property,
         whether such interest is based on the common law,  statute or contract,
         and  including,  but not limited to, the  security  interest,  security
         title or lien  arising  from a security  agreement,  mortgage,  deed of
         trust, deed to secure debt,  encumbrance,  pledge,  conditional sale or
         trust  receipt  or  a  lease,  consignment  or  bailment  for  security
         purposes.

                  Loan  Account - the loan account  established  on the books of
         Lender  pursuant to Section 2.7 hereof and in which  Lender will record
         all Loans, payments made on such Loans and other appropriate debits and
         credits as provided by this Agreement.

                  Loans - all loans and advances made by Lender pursuant to this
         Agreement,  including,  without  limitation,  all Revolver  Loans,  all
         Acquisition  Loans,  all Share  Repurchase  Loans, all payments made by
         Lender to a  beneficiary  under any Letter of Credit  and all  payments
         made by  Lender to  Issuer  pursuant  to  Section  2.5(A)(iii)  of this
         Agreement.

                  Margin Stock - as defined in Regulation U.

                  Material Adverse Effect - the effect of any event or condition
         which,  alone or when taken  together  with other events or  conditions
         occurring  or  existing  concurrently  therewith,  (a)  has  or  may be
         reasonably  expected  to  have  a  material  adverse  effect  upon  the
         business, operations, Properties, condition (financial or otherwise) or
         business  prospects of Borrower or any  Subsidiary,  or the industry in
         which Borrower or any Subsidiary operates; (b) has or may be reasonably
         expected  to have  any  material  adverse  effect  whatsoever  upon the
         validity  or  enforceability  of  this  Agreement  or any of the  Other
         Agreements;  or (c)  materially  impairs  the  ability of  Borrower  to
         perform  its  Obligations  under  this  Agreement,  any  of  the  Other
         Agreements  or of Lender to  enforce  or  collect  the  Obligations  in
         accordance with the Loan Agreement and Applicable Law.

                  Maximum  Rate -  shall  have  the  meaning  ascribed  to it in
         Section 3.2 of this Agreement.

                  Note - the Revolving Credit Note to be executed by Borrower on
         or about the Closing  Date in favor of Lender to evidence  the Revolver
         Loans,  the  Acquisition  Loans,  the  Share  Repurchase  Loans and the
         Reimbursement Obligations, which note shall be in the form of Exhibit A
         attached hereto.

                  Obligations - all  indebtedness,  liabilities  and obligations
         owing, arising, due or payable from Borrower to Lender of every kind or
         nature, whether absolute or contingent,  due or to become due, joint or
         several, liquidated or unliquidated,  matured or unmatured,  primary or
         secondary,  now  existing  or  hereafter  incurred,  purchase  money or
         nonpurchase  money, or arising under this  Agreement,  any of the Other
         Agreements or otherwise,  and regardless of the form or purpose of such
         indebtedness,    liabilities   or   obligations,   including,   without
         limitation,  all liabilities of Borrower to Lender under any indemnity,
         reimbursement,  letter of credit, guaranty,  deposit or other agreement
         heretofore or hereafter executed by Borrower with or in favor of Lender
         and  all  overdrafts.   The  term  includes,  without  limitation,  all
         interest, charges, expenses,  attorneys' fees and other sums chargeable
         to Borrower under this Agreement or any of the Other Agreements and all
         obligations  Borrower may have (under  contract or  Applicable  Law) to
         reimburse  Lender in  connection  with any letter of credit or guaranty
         issued by Lender for Borrower's benefit.

                  Original Term - as defined in Section 2.2 of this Agreement.

                  Other  Agreements - any and all  agreements,  instruments  and
         documents heretofore, now or hereafter executed by Borrower in favor of
         or delivered to Lender in respect to the  transactions  contemplated by
         this Agreement, including, without limitation, the Note.

                  Overadvance - as defined in Section 2.1 hereof.

                  Overadvance Condition - at any date, a condition such that the
         principal  amount  of the  Revolver  Loans,  Acquisition  Loans,  Share
         Repurchase  Loans and LC  Obligations  outstanding on such date exceeds
         the Commitment on such date.

                  Participating  Lender - shall  mean each  Person  who shall be
         granted  the  right  by  Lender  to  participate  in any  of the  Loans
         described  in  this  Agreement  and  who  shall  have  entered  into  a
         participation agreement in form and substance satisfactory to Lender.

                  Permitted  Liens - any Lien of a kind  specified in
         subparagraphs  (i) through  (xii) of Section 6.2(E) of this Agreement.

                  Permitted   Purchase  Money   Indebtedness  -  Purchase  Money
         Indebtedness  of  Borrower  incurred  after  the date  hereof  which is
         secured by a Purchase Money Lien and which,  when  aggregated  with the
         principal  amount  of all other  Obligations  of  Borrower  at the time
         outstanding does not exceed $1,000,000 for any fiscal year of Borrower.
         For the  purposes  of this  definition,  the  principal  amount  of any
         Purchase  Money  Indebtedness  consisting  of Capital  Leases  shall be
         computed as a Capital Lease obligation.

                  Person  -  an  individual,  partnership,   corporation,  joint
         venture, joint stock company, trust or unincorporated organization,  or
         a government or agency or political subdivision thereof.

                  Plan - an employee  benefit plan now or  hereafter  maintained
         for employees of Borrower that is covered by Title IV of ERISA.

                  Prohibited  Transaction - any transaction set forth in Section
         406 of ERISA or Section 4975 of the Internal  Revenue Code of 1986,  as
         amended from time to time.

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

                  Purchase  Money  Lien - a Lien upon  fixed  assets  granted by
         Borrower to secure  Indebtedness  incurred by Borrower to purchase such
         fixed assets.

                  Qualified  Acquisition Purposes - with respect to any proposed
         acquisition  candidate  ("Target"),  the Target shall be in the same or
         similar businesses to those currently engaged in by Borrower.

                  Regulation  U -  Regulation U of the Board of Governors of the
         Federal Reserve System as from time to time in effect and any successor
         to all or a portion thereof establishing margin requirements.

                  Reimbursement   Obligations   -   all   unpaid   reimbursement
         obligations  owing by Borrower to Issuer in  connection  with  Issuer's
         honor of payment under any Letter of Credit.

                  Reportable  Event - any of the  events  set  forth in  Section
         4043(b) of ERISA.

                  Restricted  Investment-shall  mean any  investment  except:(A)
          investments,  loans and advances by Borrower or any  Subsidiary in and
          to Borrower or any  Subsidiary,  including any  investment in a Person
          which,  after  giving  affect  to  such  investment,   will  become  a
          subsidiary   and   guaranties  of   obligations  of  Borrower  or  any
          Subsidiary; (B) investments in Property used or useful in the business
          of Borrower or any  subsidiary;  (C)  investments in commercial  paper
          maturing  in 270 days or less from the date of  issuance  which at the
          time of  acquisition  by  Borrower  or any  Subsidiary  is rated A1 or
          better by  Standard  & Poor's  Corporation  or P1 or better by Moody's
          Investors Services, Inc.; (D) investments in direct obligations of the
          United States of America,  or any agency thereof which  represents the
          full faith and credit of the United  States of  America,  maturing  in
          twelve (12) months or less from the date of acquisition  thereof,  and
          repurchase agreement arrangements for any such obligations,  in either
          case, entered into with any bank meeting the requirements of paragraph
          (E) of  this  definition  or  with  Salomon  Brothers  Inc.  or  other
          recognized    substantial   brokers;   (E)   investments,    deposits,
          certificates  of deposit or bankers'  acceptances  maturing within one
          (1) year from the date of  origin,  issued by a bank or trust  company
          organized  under the laws of the United States of America or any state
          thereof, having capital,  surplus and undivided profits aggregating at
          least  $100,000,000;  (F) short-term deposits with the maturity of 180
          days or  less  with  commercial  banks  having  capital,  surplus  and
          undivided profits of not less than  $100,000,000;  provided,  however,
          that the aggregate outstanding amount of such deposit shall not exceed
          $300,000  in the  aggregate  or  $100,000  at any time in any one bank
          (except for the cash  management  account at  NationsBank,  N.A.,  the
          balance  of which  shall  not  exceed  $1,000,000  at any  time);  (G)
          investments  in  obligations  of any  state of the  United  States  or
          political  subdivision  thereof  or in  any  preferred  stock  of  any
          corporation organized under the laws of any state of the United States
          of America which is subject to a remarketing  undertaking at intervals
          not exceeding 180 days issued by any substantial  broker and which, in
          either the case of municipal  obligations or preferred stock, is rated
          A+ or A1 or better by  Standard  & Poor's  Corporation;  and (H) other
          investments  not  defined  herein  which  are  related  to  Borrower's
          existing  lines of business  and which in the  aggregate do not exceed
          $1,000,000.

                  Revolver  Loan - a loan made by Lender as  provided in Section
          2.1 of this Agreement.

                  Security - shall  have the same  meaning as in Section  2(l)
          of the  Securities  Act of 1933,  as amended.

                  Shares - the common, voting stock of Borrower.

                  Share Repurchase Loans - as defined in Section 2.4 hereof.

                  Share Repurchase Loan Funding  Conditions - shall mean each of
          the following:

                           (a) no Default or Event of Default shall exist;

                           (b) the requested Share  Repurchase Loan shall be for
                  the sole purpose of acquiring  Shares from Persons who are not
                  officers or directors of Borrower or Persons  related by blood
                  or marriage to such officers or directors;

                           (c) the proposed Share  repurchase  shall comply with
                  all Applicable Laws, including without limitation, all federal
                  and state  securities  laws,  and Borrower  shall have made or
                  issued  all  applicable  filings,   registrations  statements,
                  notices and other disclosure documents in connection with such
                  repurchase;

                           (d)  after  giving  effect  to  the  proposed   Share
                  repurchase,  not more than 30% of the  value of the  assets of
                  Borrower shall consist of Margin Stock; and

                           (e) the  making of any Share  Repurchase  Loan or the
                  use of the proceeds  thereof would violate or be  inconsistent
                  with the provisions of Regulation G, T, U or X of the Board of
                  Governors of the Federal  Reserve  System,  or Lender,  in its
                  sole  discretion,  determines  that  the  proceeds  of a Share
                  Repurchase  Loan will be used by Borrower to purchase or carry
                  any Margin  Stock in  violation  of  Regulation U or to extend
                  credit for the purpose of  purchasing  or carrying  any Margin
                  Stock in violation of Regulation U.

                  Solvent - as to any Person,  such Person (i) owns Property the
         fair value of which is greater  than the amount  required to pay all of
         such Person's  Indebtedness  (including  contingent  debts),  (ii) owns
         Property the present  fair  salable  value of which is greater than the
         amount  that will be  required to pay the  probable  liability  of such
         Person  on its  existing  Indebtedness  as such  becomes  absolute  and
         matured,  (iii)  is  able  to  pay  all  of its  Indebtedness  as  such
         Indebtedness  matures,  and (iv) has capital sufficient to carry on its
         business and transactions and all business and transactions in which it
         is about to engage.

                  Statutory Reserves - on any date, the percentage (expressed as
         a decimal)  established  by the Board of Governors or any other banking
         authority  which  is the then  stated  maximum  rate  for all  reserves
         (including,  but not limited to, any emergency,  supplemental  or other
         marginal  reserve  requirements)  applicable  to any member bank of the
         Federal Reserve System in respect to  Eurocurrency  Liabilities (or any
         successor  category of  liabilities  under  Regulation  D issued by the
         Board of  Governors,  as in effect  from time to  time).  Such  reserve
         percentage shall include, without limitation, those imposed pursuant to
         said   Regulation   D.  The  Statutory   Reserves   shall  be  adjusted
         automatically  on and as of the  effective  date of any  change in such
         percentage.

                  Subordinated Debt - Indebtedness of Borrower that is expressly
         subordinated to the Obligations.

                  Subsidiary - any corporation of which a Person owns,  directly
         or indirectly through one or more intermediaries,  more than 50% of the
         voting Securities at the time of determination.

                  Type - a LIBOR Loan or a Base Rate Loan.

                  1.2.  Accounting  and Other Terms.  All  accounting  terms not
specifically   defined  herein  shall  be  construed  in  accordance  with  GAAP
consistent with that applied in preparation of the financial statements referred
to in Section 6.1(J),  and all financial data pursuant to the Agreement shall be
prepared in accordance  with such  principles  consistently  applied.  All other
terms contained in this Agreement shall have, when the context so indicates, the
meanings  provided  for by the Code to the  extent  the same are used or defined
therein.

                  1.3.  Certain  Matters of  Construction.  The terms  "herein,"
"hereof"  and  "hereunder"  and  other  words of  similar  import  refer to this
Agreement  as  a  whole  and  not  to  any  particular  section,   paragraph  or
subdivision.  Any pronoun used shall be deemed to cover all genders. The section
titles, table of contents and list of exhibits appear as a matter of convenience
only and shall not affect the  interpretation of this Agreement.  All references
to -statutes and related  regulations  shall include any  amendments of same and
any successor  statutes and  regulations.  All references to any  instruments or
agreements,  including, without limitation, references to this Agreement and any
of the Other  Agreements,  shall include any and all modifications or amendments
thereto and any and all extensions or renewals thereof.

SECTION 2         CREDIT FACILITIES

                  2.1. Revolver Facility. (A) For so long as no Default or Event
of Default  exists and during the period  from the date  hereof  through the day
before the last day of the Original  Term,  Lender shall make Revolver  Loans to
Borrower  from  time to  time,  up to a  maximum  principal  amount  at any time
outstanding equal to $35,000,000,  minus, on any date of determination,  (i) the
outstanding  principal  balance of the Acquisition  Loans,  (ii) the outstanding
principal  balance of the Share  Repurchase Loans and (iii) the amount of the LC
Obligations (the "Commitment"). If the unpaid balance of the Loans should exceed
the Commitment,  such Loans shall nevertheless  constitute  Obligations that are
entitled to all of the  benefits  thereof.  The  presentation  by a Borrower for
payment by Lender of any check or other item of payment drawn on the  Controlled
Disbursement Account shall also be deemed irrevocably to be a request for a Loan
under  Section  2.1 hereof in the amount of such check or other item of payment.
Insofar as Borrower may request and Lender may be willing in its  discretion  to
make  Revolver  Loans to  Borrower  at a time when the  unpaid  balance of Loans
exceeds,  or  would  exceed  with the  making  of any such  Revolver  Loan,  the
Commitment  (any such Revolver Loan or Revolver  Loans being herein  referred to
individually as an  "Overadvance"  and collectively as  "Overadvances"),  Lender
shall enter such  Overadvances as debits in the Loan Account.  All  Overadvances
shall  be  repaid  on  demand.  The  Revolver  Loans  shall be used  solely  for
Borrower's  working  capital  needs  to the  extent  not  inconsistent  with the
provisions of this Agreement.  All Revolver Loans shall be evidenced by the Note
and shall bear interest pursuant to Section 3 hereof.

         (B) If  Borrower  shall dispose of any fixed assets (including any real
estate,  machinery,  plants or equipment),  Borrower  shall pay to Lender,  as a
mandatory  prepayment of the Revolver  Loans,  if any are then  outstanding,  an
amount equal to the proceeds of such sale (net of reasonable  fees and expenses)
realized by Borrower from any such sale.

                 2.2.      Termination of Credit Facility.

     (A) Subject to Lender's right to cease making Loans to Borrower at any time
upon or after the  occurrence  of a Default or an Event of  Default,  the Credit
Facility  shall be in effect  for a period  commencing  on the date  hereof  and
ending on September 30, 1999 (the "Original Term").

     (B) Upon at least thirty (30) days prior written notice to Lender, Borrower
may, at its option, terminate the Credit Facility. If termination by Borrower is
to be effective on any day other than the last day of the Original Term, then at
the effective  date of any such  termination,  Borrower  shall pay to Lender (in
addition to the then outstanding  principal,  accrued interest and other charges
owing  under the terms of this  Agreement  and any of the other Loan  Documents,
including  prepayment  premiums  or  penalties  under any  promissory  note from
Borrower to Lender),  as liquidated  damages for the loss of the bargain and not
as a penalty,  an amount  equal to one  percent  (1.0%) of the  highest  Average
Monthly  Loan  Balance  for the  three (3)  months  immediately  preceeding  the
Borrower's  notive  of  termination  if  termination  occurs  during  the  first
twelve-month  period of the Original Term (October 1, 1996 through September 30,
1997);  three quarters of one percent (.75%) of the highest Average Monthly Loan
Balance for the three (3) months immediately preceeding the Borrower's notive of
termination if termination occurs during the second  twelve-month  period of the
Original Term (October 1, 1997 through  September 30, 1998); and one half of one
percent  (.50%) of the highest  Average  Monthly  Loan Balance for the three (3)
months   immediately   preceeding  the  Borrower's   notice  of  termination  if
termination  occurs  during the third  twelve-month  period of the Original Term
(October 1, 1998 through  September 30, 1999).  Notwithstanding  the  foregoing,
Borrower shall have no obligation to pay the liquidated  damages described above
if the funds used by  Borrower to repay the  Obligations  then  outstanding  are
derived  solely  from  Borrower's  internally  generated  cash flow from  normal
business operations or from a private or public offering of the capital stock of
Borrower.

     (C) Lender may immediately terminate the Credit Facility, without notice to
Borrower, upon or after the occurrence of an Event of Default.

     (D) Upon the effective date of any termination of the Credit Facility,  all
of the Obligations shall be forthwith due and payable and Lender may discontinue
making  further  Loans  to  Borrower.  No  termination  (regardless  of cause or
procedure) of the Credit  Facility shall in any way affect or impair the powers,
obligations,  duties,  rights,  and liabilities of Borrower or Lender in any way
relating to (i) any transaction or event occurring prior to such  termination or
cancellation or (ii) any of the undertakings,  agreements, covenants, warranties
or  representations  of Borrower contained in this Agreement or any of the Other
Agreements.  All  such  undertakings,   agreements,  covenants,  warranties  and
representations  shall survive such termination,  and Lender shall retain all of
its  rights  and  remedies  under  this  Agreement  and  the  Other   Agreements
notwithstanding  such  termination or cancellation  until all of the Obligations
have been paid in full, in immediately available funds.

                  2.3.      Acquisition Loan Facility.

                           (A) Acquisition Loans.  Lender agrees, for so long as
         the Acquisition Loan Funding Conditions have been satisfied in form and
         substance satisfactory to Lender, to make Acquisition Loans to Borrower
         from time to time, as requested by Borrower,  up to a maximum principal
         amount at any time  outstanding  equal to $20,000,000 in the aggregate.
         The  proceeds  of the  Acquisition  Loans  shall  be  used  solely  for
         Qualified  Acquisition  Purposes.  At any  time  when  the  Obligations
         hereunder  are secured by any  Property  of  Borrower,  assets  located
         outside  of  the  United   States   shall  not  be   included   in  any
         loans-to-collateral  ratios  as may be then  applicable  under the Loan
         Agreement.  All  Acquisition  Loans shall be  evidenced by the Note and
         shall bear interest pursuant to Section 3 hereof.

                           (B) Method of Borrowing  Acquisition Loans.  Whenever
         Borrower  desires to make a Borrowing under this Section 2.3,  Borrower
         shall give Lender prior written notice (or telephonic  notice  promptly
         confirmed  in  writing)  of such  Borrowing  (a "Notice of  Acquisition
         Borrowing").  Such Notice of Acquisition Borrowing shall be given prior
         to 11:00  a.m.  (Atlanta,  Georgia  time) at  Lender's  main  office in
         Atlanta,  Georgia twenty (20) Business Days prior to the requested date
         of such  Borrowing and shall specify in writing,  in detail  reasonably
         acceptable to Lender,  (i) the amount of such requested  Loan, (ii) the
         manner and method of Borrower's satisfaction of each of the Acquisition
         Loan Funding  Conditions,  and (iii) the Qualified  Acquisition Purpose
         for the requested Acquisition Loan.

                           2.4.      Share Repurchase Loan Facility.

                           (A) Share  Repurchase  Loans.  Lender agrees,  for so
         long  as  the  Share  Repurchase  Loan  Funding  Conditions  have  been
         satisfied in form and substance  satisfactory to Lender,  to make Share
         Repurchase  Loans to  Borrower  from  time to  time,  as  requested  by
         Borrower,  up to a maximum  principal  amount  at any time  outstanding
         equal to  $10,000,000  in the  aggregate.  The  proceeds  of the  Share
         Repurchase Loans shall be used solely for the repurchase of Shares. All
         Share  Repurchase  Loans shall be  evidenced by the Note and shall bear
         interest pursuant to Section 3 hereof.

                           (B)  Method  of  Borrowing  Share  Repurchase  Loans.
         Whenever  Borrower  desires to make a Borrowing under this Section 2.4,
         Borrower shall give Lender prior written  notice (or telephonic  notice
         promptly  confirmed  in writing) of such  Borrowing (a "Notice of Share
         Repurchase Borrowing"). Such Notice of Share Repurchase Borrowing shall
         be given prior to 11:00 a.m.  (Atlanta,  Georgia time) at Lender's main
         office  in  Atlanta,  Georgia  three  (3)  Business  Days  prior to the
         requested  date of such  Borrowing  and shall  specify in  writing,  in
         detail  reasonably  acceptable  to  Lender,  (i)  the  amount  of  such
         requested  Loan,  and (ii) a  certificate  in the form of  Exhibit  "E"
         attached  hereto   indicating  the  manner  and  method  of  Borrower's
         satisfaction of each of the Share Repurchase Loan Funding Conditions.

                           (C) Mandatory  Prepayments.  If Borrower subsequently
         resells  any of the Shares  repurchased  with the  proceeds  of a Share
         Repurchase  Loan or makes a public or  private  offering  of any Shares
         after the date  hereof,  Borrower  shall  pay to Lender as a  mandatory
         prepayment of the Share Repurchase  Loans, if any are then outstanding,
         an amount equal to the proceeds  (net of reasonable  commissions,  fees
         and other  expenses  of  Borrower  directly  related  to any such Share
         resale or offering)  realized by Borrower from any such Share resale or
         offering.

                  2.5.       Letter of Credit Facility.

                  (A) Letters of Credit.  Lender agrees, during the term of this
Agreement and for so long as no Default or Event of Default exists,  to endeavor
to procure  from  Issuer one or more  Letters  of Credit on  Borrower's  request
therefor, subject to the following terms and conditions:

                           (i) Borrower  acknowledges that Issuer's  willingness
         to issue any Letter of Credit is conditioned  upon Issuer's  receipt of
         (A) an LC Application  remitted by Lender to Issuer with respect to the
         requested  Letter  of  Credit  and  (B)  such  other   instruments  and
         agreements  as Issuer may  customarily  require  for the  issuance of a
         letter of credit of equivalent type and amount as the requested  Letter
         of Credit.  Lender shall have no  obligation to execute any LC Guaranty
         or to join with  Borrower in  executing  an LC  Application  unless (x)
         Lender  receives from  Borrower,  at least 3 Business Days prior to the
         date on which Borrower desires to submit such LC Application to Issuer,
         an LC Request,  and (y) each of the LC  Conditions  is satisfied on the
         date of Lender's receipt of the LC Request.

                           (ii) In no event shall  Lender have any  liability or
         obligation  to Borrower  for any failure or refusal by Issuer to issue,
         for  Issuer's  delay in issuing,  or for any error of Issuer in issuing
         any Letter of Credit.

                           (iii) Borrower shall comply with all of the terms and
         conditions  imposed  on  Borrower  by  Issuer,  whether  such terms and
         conditions  are contained in an LC Application or in any agreement with
         respect thereto, and subject to the rights of Issuer, Lender shall have
         the same rights and remedies that Issuer has under any agreements  that
         Borrower  may have with Issuer in  addition to any rights and  remedies
         contained in any of the Loan  Documents.  Borrower  hereby  irrevocably
         authorizes Lender to charge to Borrower as an additional  Revolver Loan
         under  Section  2.1  hereof,   for  application  to  the  Reimbursement
         Obligations owing to Issuer, the Dollar Equivalent of the amount of any
         draw under any Letter of Credit  immediately  upon  demand  (whether by
         Issuer or Lender) plus all other liabilities and obligations payable to
         Issuer under or in connection  with any Letter of Credit,  irrespective
         of any claim, setoff,  defense or other right that Borrower may have at
         any time  against  Issuer,  Lender  or any other  Person,  in each case
         together  with  interest  from and after the date of  Issuer's  payment
         under such Letter of Credit  until  payment in full is made by Borrower
         at a variable rate per annum in effect from time to time  hereunder for
         Revolver Loans constituting Base Rate Advances.

                           (iv)   Borrower   assumes  all  risks  of  the  acts,
         omissions  or  misuses  of any  Letter  of  Credit  by the  beneficiary
         thereof. The obligation of Borrower to reimburse Issuer for any payment
         made  by  Issuer   under  a  Letter  of  Credit   shall  be   absolute,
         unconditional  and  irrevocable and shall be paid without regard to any
         lack of  validity  or  enforceability  of any  Letter  of  Credit,  the
         existence of any claim,  setoff,  defense or other right which Borrower
         may have at any time against a beneficiary of any Letter of Credit,  or
         untimely or improper honor by Issuer of any draw request under a Letter
         of  Credit.  Without  limiting  the  generality  of the  foregoing,  if
         presentation  of a demand,  draft or certificate or other document does
         not comply with the terms of a Letter of Credit and  Borrower  contends
         that, as a consequence  of such  noncompliance  it has no obligation to
         reimburse  Issuer for any payment made with respect  thereto,  Borrower
         shall  nevertheless  be obligated  to reimburse  Lender for any payment
         made to Issuer  under  clause  (iii)  with  respect  to such  Letter of
         Credit,  but without waiving any claim Borrower may have against Issuer
         in connection therewith.

                           (v) If any LC Obligations, whether or not then due or
         payable,  shall for any reason be  outstanding  (i) at any time that an
         Event of Default  exists,  or (ii) on the effective date of termination
         of this Agreement,  then Borrower shall, upon demand, forthwith deposit
         with Lender,  in cash, an amount equal to the maximum  aggregate amount
         of all LC Obligations then outstanding.  If Borrower fails to make such
         deposit on Lender's demand therefor,  Lender may advance such amount as
         a Revolver Loan. Such cash (together with any interest accrued thereon)
         shall  be  held  by  Lender  in a Cash  Collateral  Account  and may be
         invested, in Lender's discretion, in Cash Equivalents.  Borrower hereby
         pledges, and grants to Lender a security interest in, all of Borrower's
         right,  title and interest in the Cash Collateral  Account and all Cash
         Collateral  held in the Cash  Collateral  Account from time to time and
         all  proceeds   thereof,   as  security  for  the  payment  of  the  LC
         Obligations,  whether  or not then due or  payable.  From  time to time
         after cash is  deposited  in the Cash  Collateral  Account,  Lender may
         apply any Cash Collateral  then held in the Cash Collateral  Account to
         the payment of any amounts, in such order as Lender may elect, as shall
         be or shall  become due and payable by Borrower to Lender with  respect
         to the Obligations which may then be outstanding.  Neither Borrower nor
         any other Person claiming by, through or under or on behalf of Borrower
         shall  have any right to  withdraw  any of the  funds  held in the Cash
         Collateral Account, including any accrued interest,  provided that upon
         termination  of all Letters of Credit and the payment and  satisfaction
         in full of the LC  Obligations,  any Cash  Collateral  remaining in the
         Cash  Collateral  Account shall be returned to Borrower unless an Event
         of Default  then exists (in which event  Lender may apply such funds to
         the payment of any other Obligations outstanding).

                           (vi) No Letter of Credit shall be extended or amended
         in any  respect  that is not solely  ministerial,  unless all of the LC
         Conditions  are  met as  though  a new  Letter  of  Credit  were  being
         requested and issued.

                           (vii) In addition to and without  limiting  any other
         right or remedy of Lender  contained in this Agreement or in any of the
         other Loan  Documents,  Lender shall be fully  subrogated to the rights
         and remedies of Issuer under any  agreement  made between  Borrower and
         Issuer, including each LC Application,  relating to the issuance of any
         Letter of Credit,  each such  agreement  being  incorporated  herein by
         reference, and Lender shall be entitled to exercise all such rights and
         remedies thereunder and under Applicable Law in such regard as fully as
         if it were  Issuer.  If any Letter of Credit is drawn upon to discharge
         any obligation of Borrower to the beneficiary of such Letter of Credit,
         in whole or in part,  Lender shall be fully subrogated to the rights of
         such  beneficiary  with respect to the  obligation  of Borrower to such
         beneficiary discharged with the proceeds of such Letter of Credit.

                  (B) Indemnification.  In addition to any other indemnity which
Borrower  may have to Issuer or Lender  under this  Agreement,  any of the other
Loan  Documents  any  of the LC  Documents,  and  without  limiting  such  other
indemnification  provisions,  Borrower  hereby  agrees to  indemnify  Issuer and
Lender  from and to defend and hold Issuer and Lender  harmless  against any and
all claims  that Issuer or Lender may (other than as the result of its own gross
negligence  or willful  misconduct)  incur or be  subject  to as a  consequence,
directly or indirectly, of (i) the issuance of, payment or failure to pay or any
performance  or failure to perform  under any Letter of Credit or (ii) any suit,
investigation  or  proceeding  as to which  Issuer or Lender is or may  become a
party to as a consequence, directly or indirectly, of the issuance of any Letter
of Credit or the  payment or failure to pay  thereunder.  This  indemnity  shall
survive payment in full of the Obligations and termination of this Agreement.

                  (C) Letter of Credit Fees.  In addition to Issuer's  customary
administrative  fees, Borrower shall pay to Lender an issuance fee equal to 1.0%
per annum of the face amount of each  Letter of Credit  issued from time to time
during the term of this  Agreement,  which fee shall be due and payable upon the
issuance of a Letter of Credit, and an additional fee equal to 1.0% per annum of
the face amount of such Letter of Credit  payable upon each renewal or extension
thereof,  all of which  fees and  charges  shall  not be  subject  to  rebate or
proration upon the termination of this Agreement for any reason.

                  2.6.      All  Loans to  Constitute  One  Obligation.  All
Loans  shall  constitute  one  general obligation of Borrower.

                  2.7. Loan  Account.  Lender shall enter all Loans as debits to
the Loan Account and shall also record in the Loan Account all payments  made by
Borrower  on  Loans,  and may  record  therein,  in  accordance  with  customary
accounting  practice,  all charges and expenses properly  chargeable to Borrower
hereunder.

SECTION 3        INTEREST AND REPAYMENT

                  3.1.      Interest, Fees and Charges.

                           (A) Interest Rates on Loans.  Borrower  agrees to pay
         interest in respect of all unpaid  principal  amounts of the Loans from
         the  respective  dates such  principal  amounts are advanced until paid
         (whether  at stated  maturity,  on  acceleration,  or  otherwise)  at a
         variable  rate per annum  equal to the sum of the Base Rate or Adjusted
         LIBO Rate,  as the case may be, plus the  Applicable  Margin.  Borrower
         shall give Lender prior written  notice at least two (2) Business Days'
         prior to the first day of each month  hereafter (or  telephonic  notice
         promptly  confirmed  in writing) of its election to convert or continue
         the Loans then  outstanding  and all  Borrowings to be made  thereafter
         during such month as either Base Rate Loans or as LIBOR Loans. Any such
         election shall be irrevocable  with respect to the following  month and
         shall  apply to all  Loans.  Borrower  shall not be  entitled  to elect
         different  interest rates for any portion of the Loans.  Such notice (a
         "Notice of Conversion/Continuation") shall be given prior to 11:00 a.m.
         (Atlanta,  Georgia  time) on the date  specified.  Each such  Notice of
         Conversion/Continuation  shall be irrevocable and shall specify whether
         the Loans during the  immediately  following  month are to be Base Rate
         Loans or LIBOR Loans. If Borrower shall have failed, or pursuant to the
         following    sentence   be   unable,   to   deliver   the   Notice   of
         Conversion/Continuation,  Borrower  shall be deemed to have  elected to
         convert or  continue,  as the case may be, all Loans as Base Rate Loans
         for the  following  month.  So long as any  Default or Event of Default
         shall have  occurred and be  continuing,  no Borrowing may be converted
         into or continued as a LIBOR Loan.

                  Interest on each Loan shall accrue from and including the date
         of such  Loan to,  but  excluding  the date of any  repayment  thereof;
         provided,  however, that, if a Loan is repaid on the same day made, one
         day's interest shall be paid on such Loan.  Interest on all outstanding
         Loans shall be  calculated  on a daily basis  commencing on the date of
         such Loan, and shall be payable monthly,  in arrears,  on the first day
         of each month.  Interest accrued on the outstanding principal amount of
         the Loans that are LIBOR Loans shall be paid, in arrears,  on the first
         day of  each  month  and on the  last  day of the  applicable  Interest
         Period.  The rate of  interest  applicable  to Base Rate Loans shall be
         increased or  decreased,  as the case may be, by an amount equal to any
         increase  or  decrease in the Base Rate,  with such  adjustments  to be
         effective as of the opening of business on the day that any such change
         in the base rate becomes effective.  The rate of interest applicable to
         LIBOR Loans on the first day of any month shall be the rate of interest
         for the  balance  of such  month.  Interest  accrued  on Loans or other
         monetary  obligations  arising under this Agreement or any of the other
         Loan Documents  after the date such amount is due and payable  (whether
         due at  stated  maturity,  upon  acceleration  or  otherwise)  shall be
         payable on demand.  Lender, upon determining the Adjusted LIBO Rate for
         any period  hereunder,  shall  promptly  notify  Borrower by  telephone
         (confirmed in writing) or in writing.  Such determination shall, absent
         manifest error, be final, conclusive and binding on all parties and for
         all  purposes.   Borrower  hereby  irrevocably  authorizes  Lender,  in
         Lender's  sole  discretion,  to advance to  Borrower,  and to charge to
         Borrower for its account hereunder as a Revolver Loan, a sum sufficient
         each month to pay all interest  accrued on the  Obligations  during the
         month then ending.  The rate of interest in effect  hereunder  for Base
         Rate Loans as of the date hereof expressed in simple interest terms, is
         8.25% per annum, based upon a Base Rate in effect as of the date hereof
         of 8.25%.  The rate of interest in effect  hereunder for LIBOR Loans as
         of the date hereof  expressed in simple  interest  terms,  is 6.94% per
         annum,  based upon a Adjusted LIBO Rate in effect as of the date hereof
         of 5.44%.  Interest  shall be  computed  on the  actual  number of days
         elapsed  over a year  of  360  days.  Borrower  acknowledges  that  the
         calculation of interest on the basis of a 360-day year, as opposed to a
         year of 365  days,  results  in a  higher  effective  rate of  interest
         hereunder.

                           (B)  Default  Rate of  Interest.  Upon and  after the
         occurrence  of an  Event  of  Default,  the  principal  amount  of  the
         Obligations  shall  automatically  (without  notice to or  demand  upon
         Borrower) bear interest,  calculated daily (computed on the actual days
         elapsed over a year of 360 days), at a fluctuating rate per annum equal
         to two percent (2%) above the Base Rate (the "Default Rate").  Borrower
         acknowledges  that the cost and  expense to Lender  attendant  upon the
         occurrence  of an  Event of  Default  are  difficult  to  ascertain  or
         estimate and that the Default Rate is a fair and reasonable estimate to
         compensate Lender for such added cost and expense.

                           (C) Interest Period. In connection with the making or
         continuation  of, or  conversion  into,  each LIBOR Loan,  the interest
         period  ("Interest  Period") to be  applicable to each such LIBOR Loan,
         shall be one (1) month; provided, however, that:

                                    (i) if any Interest  Period would  otherwise
                  expire on a day which is not a  Business  Day,  such  Interest
                  Period  shall  expire  on the next  succeeding  Business  Day,
                  provided that if any Interest Period in respect of LIBOR Loans
                  (other  than LIBOR  Loans  made  pursuant  to  Section  3.1(D)
                  hereof)  would  otherwise  expire  on a  day  which  is  not a
                  Business  Day but is a day of the month after which no further
                  Business Day occurs in such month,  such Interest Period shall
                  expire on the next preceding Business Day;

                               (ii) any  Interest  Period  in  respect  of LIBOR
                  Loans which begins on a day for which there is no  numerically
                  corresponding  day in the  calendar  month  at the end of such
                  Interest  Period shall expire on the last Business Day of such
                  calendar month;

                               (iii) the Interest  Period for a LIBOR Loan which
                  is converted  pursuant to Section 3.1(D) hereof shall commence
                  on the date of such conversion and shall expire on the date of
                  which the Interest  Periods for the LIBOR Loans which were not
                  converted expire; and

                                    (iv) no Interest  Period shall extend beyond
                  the  termination   date  specified  in  Section  2.2  of  this
                  Agreement.

                           (D) Interest Rate Not Ascertainable.  If Lender shall
         determine (which  determination shall, absent manifest error, be final,
         conclusive  and  binding  upon  all  parties)  that  on  any  date  for
         determining the Adjusted LIBO Rate for any Interest  Period,  by reason
         of any changes  rising after the date of this  Agreement  affecting the
         interbank  Eurodollar  market  or  Lender's  position  in such  market,
         adequate and fair means do not exist for  ascertaining  the  applicable
         interest rate on the basis  provided for in the  definition of Adjusted
         LIBO Rate,  then,  and in any such event,  Lender shall  forthwith give
         notice  (by  telephone  confirmed  in  writing)  to  Borrower  of  such
         determination.  Until Lender notifies  Borrower that the  circumstances
         giving rise to the  suspension  described  herein no longer exist,  the
         obligation of Lender to make or commit  portions of the Loans to remain
         outstanding as LIBOR Loans shall be suspended,  and such affected Loans
         shall bear the interest rates applicable to Base Rate Loans.

                           (E)  Illegality.  If  Lender  shall  have  determined
         (which determination shall, absent manifest error, be final, conclusive
         and  binding  upon  all  parties)  at  any  time  that  the  making  or
         continuance  of any LIBOR Loan has become  unlawful  by  compliance  by
         Lender,  in good faith,  with any applicable  law,  governmental  rule,
         regulation,  guideline or order (whether or not having the force of law
         and  whether or not  failure to comply  therewith  would be  unlawful),
         then, in any such event,  Lender shall give prompt notice (by telephone
         confirmed  in  writing) to  Borrower  of such  determination.  Upon the
         giving of the aforesaid  notice to Borrower,  (i)  Borrower's  right to
         request and Lender's obligation to make LIBOR Loans or convert Loans to
         LIBOR Loans shall be  immediately  suspended,  and Lender  shall make a
         Loan as part of any  requested  Borrowing of LIBOR Loans as a Base Rate
         Loan (which Base Rate Loan shall, for all other purposes, be considered
         part of such  Borrowing),  and (ii) if the affected LIBOR Loan or Loans
         are then  outstanding,  Lender  shall  immediately,  or if permitted by
         applicable law, no later than the date permitted thereby, upon at least
         one Business Day's written notice to Borrower,  convert each such LIBOR
         Loan into a Base Rate Loan.

                           (F)   Indemnification   of  Lender.   Borrower  shall
         compensate  Lender,  upon Lender's written request (which request shall
         set forth  the basis for  requesting  such  amounts  and which  request
         shall,  absent manifest error, be final,  conclusive and binding),  for
         all losses,  expenses and liabilities  (including,  without limitation,
         any interest  paid by Lender to lenders of funds  borrowed by Lender to
         make or carry  LIBOR  Loans to the  extent not  recovered  by Lender in
         connection with the re-employment of such funds and including losses of
         anticipated  profits),  which Lender may sustain: (i) if for any reason
         (other than a default by Lender) a Borrowing  of, or  conversion  to or
         continuation  of,  LIBOR  Loans  does not  occur on the date  specified
         therefor in a Notice of Borrowing or Notice of Conversion/ Continuation
         (whether  or not  withdrawn),  or (ii)  if,  for any  reason,  Borrower
         defaults in its  obligation  to repay LIBOR Loans when  required by the
         terms of this Agreement.

                           (G)  Increased  Cost.  If, by reason of (y) after the
         date hereof,  the  introduction  of or any change  (including,  without
         limitation,  any change by way of  imposition  or  increase  of reserve
         requirements) in or in the interpretation of any law or regulation,  or
         (z) the compliance  with any guideline or request from any central bank
         or  other  governmental   authority  or  quasi-governmental   authority
         exercising  control  over  banks or  financial  institutions  generally
         (whether or not having the force of law):

                                    (i) Lender shall be subject to any tax, duty
                  or  other  charge  with  respect  to  its  LIBOR  Loan  or its
                  obligation  to make  LIBOR  Loans,  or shall be subject to any
                  change in the basis of  taxation  of payments to Lender of the
                  principal of or interest on its LIBOR Loans or its  obligation
                  to make LIBOR Loans  (except for changes in the rate of tax on
                  the overall net income of Lender  imposed by the  jurisdiction
                  in which Lender's principal executive office is located); or

                                    (ii)   any   reserve   (including,   without
                  limitation,  any imposed by the Board of  Governors),  special
                  deposits of similar requirement against assets of, deposits or
                  with or for the  account  of, or credit  extended  by,  Lender
                  shall be imposed or deemed  applicable or any other  condition
                  affecting  its LIBOR  Loans or its  obligation  to make  LIBOR
                  Loans shall be imposed on Lender or the  interbank  Eurodollar
                  market;

                  and as a result  thereof  there  shall be any  increase in the
                  cost to Lender  of  agreeing  to make or  making,  funding  or
                  maintaining LIBOR Loans (except to the extent already included
                  in the  determination  of the  applicable  LIBO Rate for LIBOR
                  Loans),  or there shall be a reduction in the amount  received
                  or  receivable  by Lender,  then  Borrower  shall from time to
                  time,  upon written  notice from and demand by Lender,  pay to
                  Lender, within five (5) Business Days after the date specified
                  in such notice and demand,  additional  amount  sufficient  to
                  indemnify Lender against such increased cost. A certificate as
                  to the amount of such increased cost, submitted to Borrower by
                  Lender, shall, except for manifest error, be final, conclusive
                  and binding for all purposes. If Lender shall determine at any
                  time,  because of the circumstances  described  hereinabove in
                  this   Paragraph  (E)  of  this  Section  3.1,  or  any  other
                  circumstances   arising  after  the  date  of  this  Agreement
                  affecting  Lender  or  the  interbank   Eurodollar  market  or
                  Lender's position in such market, the LIBO Rate, as determined
                  by Lender,  will not adequately and fairly reflect the cost to
                  Lender of  funding  its  LIBOR  Loans,  then,  and in any such
                  event:

                                    (i)     the  Lender  shall   forthwith
                  give  notice  (by   telephone confirmed in writing) to
                  Borrower of such determination;

                                    (ii)   Borrower's   right  to  request   and
                  Lender's   obligation  to  make  or  permit  Loans  to  remain
                  outstanding as LIBOR Loans shall be immediately suspended; and

                               (iii)  Lender  shall  make a Loan  as part of the
                  requested  Borrowing of LIBOR Loans as a Base Rate Loan, which
                  Base Rate Loan shall, for all purposes,  be considered part of
                  such Borrowing.

                           (H)  Maximum  Interest.  In no  contingency  or event
         whatsoever shall the aggregate of all amounts deemed interest hereunder
         or under the Note and  charged or  collected  pursuant  to the terms of
         this  Agreement or the Note exceed the highest rate  permissible  under
         any Applicable Law which a court of competent  jurisdiction shall, in a
         final  determination,  deem applicable hereto. In the event that such a
         court determines that Lender has charged or received interest hereunder
         in excess of the highest  applicable rate, the rate in effect hereunder
         shall  automatically  be  reduced  to the  maximum  rate  permitted  by
         Applicable  Law and  Lender  shall  promptly  refund  to  Borrower  any
         interest received by Lender in excess of the maximum lawful rate or, if
         so  requested  by  Borrower,  shall apply such excess to the  principal
         balance of the  Obligations.  It is the intent hereof that Borrower not
         pay or  contract  to pay,  and that  Lender not  receive or contract to
         receive,  directly or indirectly in any manner whatsoever,  interest in
         excess of that which may be paid by Borrower under Applicable Law.

     3.2. Payments.  All payments shall be made by Borrower in U.S. currency and
without any defense,  offset or counterclaim of any kind. The Obligations  shall
be paid as follows:

     (A)  Principal,  payable  on  account  of the  Loans,  shall be  payable by
Borrower to Lender  immediately  upon the earliest of (i) the  occurrence  of an
Event of  Default  in  consequence  of which  Lender  elects to  accelerate  the
maturity and payment of the Revolver  Loans,  or (ii)  termination of the Credit
Facility  pursuant  to  Section  2.2  hereof;  provided,  however,  that  if  an
Overadvance Condition shall exist, Borrower shall, on demand, repay the Loans in
an amount sufficient to eliminate such Overadvance Condition;

     (B) Interest  accrued on the principal  amount of the Loans shall be due on
the earliest of (i) the first day of each month (for the  immediately  preceding
month),  computed through the last calendar day of the preceding month, (ii) the
occurrence  of an Event of  Default in  consequence  of which  Lender  elects to
accelerate the maturity and payment of the  Obligations or (iii)  termination of
the Credit  Facility  pursuant to Section 2.2 hereof;  provided,  however,  that
Borrower hereby irrevocably  authorizes Lender, in Lender's sole discretion,  to
advance to Borrower,  and to charge to the Loan Account  hereunder as a Revolver
Loan, a sum sufficient each month to pay all interest accrued on the Obligations
during the immediately preceding month; and

     (C) The balance of the Obligations  requiring the payment of money, if any,
shall be payable by Borrower to Lender as and when provided in this Agreement or
the Other Agreements, or on demand, whichever is earlier.

                  3.3. Closing Fee.  Borrower shall pay to Lender an closing fee
of  $43,750,  which  shall  be  deemed  fully  earned  at  the  closing  of  the
transactions  contemplated  hereby,  shall be paid concurrently with the initial
Revolver  Loan  hereunder  and shall not be subject  to rebate  except as may be
required  by  Applicable  Law.  Such fee shall  compensate  Lender for the costs
associated with the origination,  structuring, processing, approving and closing
of the transactions  contemplated by this Agreement,  including, but not limited
to, administrative,  out-of-pocket, general overhead and lost opportunity costs,
but not including any expenses for which Borrower has agreed to reimburse Lender
pursuant  to any other  provisions  of this  Agreement  or any of the other Loan
Documents, such as, by way of example, legal fees and expenses.

                  3.4.  Unused  Line Fee.  Borrower  shall pay to Lender,  a fee
("Unused  Line Fee") for each  fiscal  quarter of  Borrower in which the Average
Loan Balance during such fiscal quarter is less than $10,000,000,  with such fee
to be in an amount  equal to (i) the  Facility  Amount in effect as of the first
day of each such fiscal quarter,  less (ii) the Average Loan Balance during such
fiscal quarter (the result being  hereafter  referred to as "Unused  Facility"),
multiplied  by (iii) one  sixteenth  of one  percent  (.0625%)  per annum of the
amount of Unused Facility,  such fees to be calculated on the basis of a 360-day
year for the actual number days elapsed and to be payable quarterly, in arrears,
on the first day of each month commencing on January 1, 1997.

                  3.5.   Application  of  Payments  and  Collections.   Borrower
irrevocably  waives the right to direct the  application of any and all payments
and  collections  at any time or times  hereafter  received by Lender from or on
behalf of Borrower, and Borrower does hereby irrevocably agree that Lender shall
have  the  continuing  exclusive  right to apply  and  reapply  any and all such
payments and  collections  received at any time or times  hereafter by Lender or
its agent against the Obligations,  in such manner as Lender may deem advisable,
notwithstanding any entry by Lender upon any of its books and records.

                  3.6.  Statements  of Account.  Lender will account to Borrower
monthly with a statement of Loans,  charges and payments  made  pursuant to this
Agreement,  and such account  rendered by Lender shall be deemed final,  binding
and conclusive upon Borrower unless Lender is notified by Borrower in writing to
the  contrary  within  thirty (30) days after the date each account is mailed to
Borrower.  Such  notice  shall  only be  deemed  an  objection  to  those  items
specifically objected to therein.

SECTION 4    PROPERTY OF BORROWER

                  4.1.  Insurance of  Borrower's  Property.  Borrower  agrees to
maintain and pay for insurance upon all of its Properties  wherever located,  in
storage or in transit in  vehicles,  including  goods  evidenced  by  documents,
covering  casualty,  hazard,  public  liability and such other risks and in such
amounts and with such insurance companies as shall be reasonably satisfactory to
Lender. Borrower shall deliver copies of such policies to Lender. Each policy of
insurance or  endorsement  shall contain a clause  requiring the insurer to give
not less than  thirty (30) days prior  written  notice to Lender in the event of
cancellation  of the policy  for any reason  whatsoever.  If  Borrower  fails to
provide and pay for such insurance,  Lender may, at Borrower's expense,  procure
the same,  but shall not be  required  to do so.  Borrower  agrees to deliver to
Lender,  promptly as rendered,  true copies of all reports made in any reporting
forms to insurance companies.  In addition to the insurance required herein with
respect to Borrower's  Properties,  Borrower shall  maintain,  with  financially
sound and reputable  insurers,  insurance  with respect to its business  against
such casualties and  contingencies  of such type (including  product  liability,
larceny, embezzlement, or other criminal misappropriation insurance) and in such
amounts as is customary in the business or as otherwise required by Lender.

     4.2.  Protection of Borrower's  Property.  Borrower shall pay and discharge
when due all claims to and levies and charges upon any of its Properties.

SECTION 5    REPRESENTATIONS AND WARRANTIES

     5.1. General Representations and Warranties. To induce Lender to enter into
this Agreement and to make advances hereunder, Borrower represents, warrants and
covenants to Lender as follows:

     (A) Borrower is a corporation duly organized,  validly existing and in good
standing  under  the laws of the State of  Georgia;  has duly  qualified  and is
authorized  to do business and is in good standing as a foreign  corporation  in
all states and jurisdictions where the character of its Properties or the nature
of its  activities  make  such  qualification  necessary;  and  does not use any
corporate, fictitious or trade names.

     (B) Borrower has the power and is duly  authorized  to enter into,  deliver
and perform this  Agreement  and each of the Other  Agreements  to which it is a
party,  and this Agreement is, and each of the Other  Agreements  when delivered
under this Agreement will be, a legal,  valid and binding obligation of Borrower
enforceable against it in accordance with their respective terms.

     (C)  Borrower  is not  engaged  principally,  or as  one  of its  important
activities, in the business of purchasing or carrying "margin stock" (within the
meaning  of  Regulation  G or U of the Board of  Governors),  and no part of the
proceeds of any Loans to  Borrower  will be used to purchase or carry any margin
stock or to extend  credit to others for the purpose of  purchasing  or carrying
any margin stock,  or he used for any purpose which violates or is  inconsistent
with the provisions of Regulation X of the Board of Governors.

     (D)  Borrower has all  governmental  consents,  approvals,  authorizations,
permits,  certificates,  inspections,  and  franchises  necessary to conduct its
business as heretofore or proposed to be conducted by it and to own or lease and
operate its Properties as now owned or leased by it.

     (E) Borrower  owns,  possesses or has applied for  registration  of all the
patents,  trademarks,  service  marks,  trade  names,  copyrights  and  licenses
necessary for the present and planned future conduct of its business without any
known conflict with the rights of others.

     (F) There are no actions, suits,  proceedings or investigations pending, or
to the knowledge of Borrower,  threatened,  against or affecting Borrower or any
of its  Properties  in  any  court  or  before  any  governmental  authority  or
arbitration  board or tribunal  which involve the  possibility of materially and
adversely  affecting  the  Properties  or condition  (financial or otherwise) of
Borrower or the ability of Borrower to perform this Agreement.

     (G) Borrower has good,  indefeasible and marketable title to and fee simple
ownership of, or valid and  subsisting  leasehold  interests in, all of its real
Property,  and good title to all of its other  Property,  in each case, free and
clear of all Liens except Permitted Liens.

     (H) The  Consolidated  balance  sheet  of  Borrower  and  its  Consolidated
Subsidiaries  as of June 29, 1996,  and the related  Consolidated  statements of
income,  Consolidated  stockholder's equity, and Consolidated cash flows for the
periods ended on such dates,  have been prepared in  accordance  with GAAP,  and
present  fairly  the  financial  positions  of  Borrower  and  its  Consolidated
Subsidiaries  at such dates and the results of  Borrower's  operations  for such
periods.  Since June 29, 1996,  there has been no material adverse change in the
condition, financial or otherwise, of Borrower and its Consolidated Subsidiaries
as shown on the Consolidated  balance sheet as of such date and no change in the
aggregate value of Property owned by Borrower or such Consolidated Subsidiaries,
except as to (i)  changes  in the  ordinary  course of  business,  none of which
individually or in the aggregate has been materially  adverse,  and (ii) changes
occurring as a result of Borrower's  acquisition of the JTH Group as of July 31,
1996.

     (I) There is no fact which  Borrower  has failed to  disclose  to Lender in
writing  which  materially  affects  adversely  or, so far as  Borrower  can now
foresee, will materially affect adversely the Properties,  business,  prospects,
profits,  or condition  (financial  or  otherwise) of Borrower or the ability of
Borrower to perform this Agreement.

     (J)  Borrower  has not  received any notice to the effect that it is not in
full  compliance  with  any of the  requirements  of ERISA  and the  regulations
promulgated thereunder. No fact or situation, including, but not limited to, any
Reportable Event, or Prohibited Transaction exists in connection with any Plan.

     (K) Borrower  has filed all federal,  state and local tax returns and other
reports it is required by law to file and has paid,  or made  provision  for the
payment of, all taxes,  assessments,  fees and other government charges that are
due and payable.

     (L)  Borrower  has  duly  complied  with,  and  its  Properties,   business
operations and  leaseholds are in compliance in all material  respects with, the
provisions  of  all  Applicable  Laws,   including,   without  limitation,   all
Environmental Laws.

     (M) No Default or Event of Default  exists or will exist or result from the
execution and delivery of this Agreement or Borrower's performance hereunder.

     (N)  There  are no  claims  for  brokerage  commissions,  finder's  fees or
investment banking fees in connection with the transactions contemplated by this
Agreement.
                  5.2.  Reaffirmation  and  Survival  of  Representations.  Each
request for a Revolver Loan made by Borrower  pursuant to this  Agreement or any
of the Other  Agreements shall  constitute (i) an automatic  representation  and
warranty  by  Borrower  to Lender  that there does not then exist any Default or
Event of Default and (ii) a reaffirmation  as of the date of said request of all
of the  representations  and warranties of Borrower  contained in this Agreement
and the Other Agreements.  Borrower covenants, warrants and represents to Lender
that all  representations and warranties of Borrower contained in this Agreement
or any of the Other Agreements shall be true at the time of Borrower's execution
of this  Agreement and the Other  Agreements,  and shall survive the  execution,
delivery  and  acceptance  thereof by Lender  and the  parties  thereto  and the
closing of the transactions described therein or related thereto.

SECTION 6    COVENANTS AND CONTINUING AGREEMENTS

     6.1.  Affirmative  Covenants.  During  the  term  of  this  Agreement,  and
thereafter  for so long  as  there  are  any  Obligations  to  Lender,  Borrower
covenants that, unless otherwise consented to by Lender in writing, it shall:

     (A) Pay and discharge all taxes,  assessments and governmental charges upon
it, its income and  Properties as and when such taxes,  assessments  and charges
are due and payable, except and to the extent only that such taxes,  assessments
and  charges  are being  actively  contested  in good  faith and by  appropriate
proceedings,  Borrower  gives  Lender  prompt  written  notice of such  contest,
Borrower maintains adequate reserves on its books therefor and the nonpayment of
such taxes does not result in a Lien upon any  Properties of Borrower other than
a Permitted Lien. Borrower shall also pay and discharge any lawful claims which,
if unpaid,  might become a Lien against any of Borrower's  Properties except for
Permitted Liens.

     (B) File all  federal,  state  and  local tax  returns  and  other  reports
Borrower is  required  by law to file and  maintain  adequate  reserves  for the
payment of all taxes, assessments, governmental charges, and levies imposed upon
it, its income, or its profits, or upon any Property belonging to it.

     (C) Pay to Lender,  on demand,  any and all fees,  costs or expenses  which
Lender or any Participating  Lender pays to a bank or other similar  institution
(including, without limitation, any fees paid by the Lender to any Participating
Lender)  arising out of or in connection  with (i) the forwarding to Borrower or
any other Person on behalf of Borrower,  by Lender or any Participating  Lender,
proceeds of Loans made by Lender to Borrower pursuant to this Agreement and (ii)
the depositing for collection,  by Lender or any  Participating  Lender,  of any
check or item of payment  received or delivered  to Lender or any  Participating
Lender on account of the Obligations.

     (D) Preserve and maintain its separate corporate  existence and all rights,
privileges,   and   franchises  in  connection   therewith,   and  maintain  its
qualification  and good  standing in all states in which such  qualification  is
necessary.

     (E)  Maintain  its  Properties  in good  condition  and make all  necessary
renewals, repairs, replacements, additions and improvements thereto.

     (F) Comply with all Applicable Laws  (including,  without  limitation,  all
Environmental  Laws and all laws relating to the  collection  and  remittance of
payroll taxes), the violation of which would have a Material Adverse Effect, and
obtain and keep in force any and all  licenses,  permits,  franchises,  or other
governmental  authorizations  necessary to the ownership of its Properties or to
the conduct of its business.

     (G) (i) At all times make prompt payment of contributions  required to meet
the minimum funding standards set forth in ERISA with respect to each Plan; (ii)
promptly after the filing thereof, furnish to Lender copies of any annual report
required  to be filed  pursuant  to ERISA in  connection  with each Plan and any
other  employee  benefit plan of it and its Affiliates  subject to ERISA;  (iii)
notify  Lender  as  soon  as  practicable  of any  Reportable  Event  and of any
additional act or condition  arising in connection  with any Plan which Borrower
believes might  constitute  grounds for the  termination  thereof by the Pension
Benefit  Guaranty  Corporation or for the appointment by the appropriate  United
States  district  court of a trustee to administer the Plan; and (iv) furnish to
Lender,  promptly upon Lender's request  therefor,  such additional  information
concerning any Plan or any other such employee benefit plan as may be reasonably
requested.

     (H) Keep adequate records and books of account with respect to its business
activities in which proper entries are made in accordance  with GAAP  reflecting
all its financial transactions.

     (I) Permit representatives of Lender, from time to time, as often as may be
reasonably  requested,  but only during normal  business hours upon prior notice
from Lender,  to visit and inspect the Properties of Borrower,  inspect and make
extracts  from its  books  and  records,  and  discuss  with its  officers,  its
employees  and  its  independent  accountants,   Borrower's  business,   assets,
liabilities, financial condition, business prospects and results of operations.

     (J) Cause to be prepared and furnished to Lender the  following  (all to be
kept and prepared in accordance with GAAP applied on a consistent basis,  unless
Borrower's  certified public  accountants  concur in any change therein and such
change is disclosed to Lender and is consistent with GAAP):

                  (i) as soon as possible, but not later than 120 days after the
         close of each fiscal year of Borrower,  unqualified  audited  financial
         statements of Borrower and its Subsidiaries as of the end of such year,
         on a  consolidated  and  consolidating  basis,  certified  by a firm of
         independent   certified  public  accountants  of  recognized   national
         standing or otherwise acceptable to Lender;

             (ii) as soon as possible,  but not later than 45 days after the end
         of each month  hereafter,  unaudited  interim  financial  statements of
         Borrower  and its  Subsidiaries  as of the end of such month and of the
         portion of Borrower's  fiscal year then elapsed,  on a consolidated and
         consolidating  basis,  certified by the principal  financial officer of
         Borrower as prepared in accordance with GAAP and fairly  presenting the
         consolidated  financial  position and results of operations of Borrower
         and its Subsidiaries for such month and period;

            (iii) promptly after the sending or filing thereof,  as the case may
         be, and,  with respect to Borrower's  8-K, 10-K or 10-Q filings,  in no
         event later than 45 days after the last day of each fiscal quarter,  or
         90  days  after  the  last  day of  each  fiscal  year  in the  case of
         Borrower's 10-K,  copies of proxy statements,  financial  statements or
         reports  which  Borrower  has made  available to its  shareholders  and
         copies of any  regular,  periodic and special  reports or  registration
         statements with the Securities and Exchange  Commission or any national
         securities exchange as Lender may request; and

             (iv) such other data and  information  (financial and otherwise) as
         Lender,  from time to time,  may  reasonably  request,  bearing upon or
         related to  Borrower's  financial  condition or results of  operations,
         including, without limitation,  federal income tax returns of Borrower,
         accounts payable ledgers, and bank statements.

         Concurrently with the delivery of the financial statements described in
clause (i) of this Section  6.1(J),  Borrower  shall furnish to Lender a copy of
the accountants' letter to Borrower's  management that is prepared in connection
with such  financial  statements and shall also cause to be prepared and furnish
to Lender a certificate of the aforesaid certified public accountants certifying
to Lender that,  based upon their  examination  of the  financial  statements of
Borrower and its Subsidiaries  performed in connection with their examination of
said  financial  statements,  they  are not  aware  of any  Default  or Event of
Default,  or, if they are aware of such Default or Event of Default,  specifying
the nature thereof.

     (K) At  Lender's  request,  promptly  execute or cause to be  executed  and
deliver to Lender  any and all  documents,  instruments  and  agreements  deemed
necessary  by Lender to give  effect to or carry out the terms or intent of this
Agreement or any of the Other Agreements.

     (L) Within  forty-five  (45) days after the end of each  fiscal  quarter of
Borrower and concurrently  with the delivery of its annual financial  statements
under this Agreement,  Borrower shall prepare and deliver to Lender a Compliance
Certificate from the chief financial  officer of Borrower in the form of Exhibit
B attached hereto, with appropriate insertions.

     (M) Notify  Lender in  writing:  (i)  promptly  after  Borrower's  learning
thereof, of the commencement of any litigation  affecting Borrower or any of its
Properties,  whether or not the claim is considered by Borrower to be covered by
insurance,  and of the institution of any  administrative  proceeding  which may
have a material  adverse  effect upon the  Borrower's  operations  or Borrower's
financial  condition or prospects;  (ii) at least sixty (60) days prior thereto,
of  Borrower's  opening of any new  office or place of  business  or  Borrower's
closing  of any  existing  office or place of  business;  (iii)  promptly  after
Borrower's learning thereof, of any labor dispute to which Borrower may become a
party,  any  strikes  or  walkouts  relating  to  any  of its  plants  or  other
facilities,  and the  expiration of any labor contract to which it is a party or
by which it is bound; (iv) promptly after Borrower's  learning  thereof,  of any
material  default  by  Borrower  under  any  note,  indenture,  loan  agreement,
mortgage,  lease,  deed,  guaranty or other  similar  agreement  relating to any
Indebtedness of Borrower exceeding  $100,000;  (v) promptly after the occurrence
thereof, of any Default or Event of Default;  (vi) promptly after the occurrence
thereof,  of any  default by any  obligor  under any note or other  evidence  of
Indebtedness  payable  to  Borrower;  and (vii)  promptly  after  the  rendition
thereof, of any judgment rendered against Borrower or any of its Subsidiaries in
an amount exceeding $100,000.

     (N) Upon or at any time  after the  occurrence  of a Default or an Event of
Default,  Borrower shall, promptly upon Lender's request,  furnish to Lender all
books, records or other information relating to Borrower's Accounts,  Inventory,
Equipment, General Intangibles and real Property.

     (O) Upon Lender's  written  request at any time after the occurrence of any
Event of  Default,  (a) grant to Lender a first  priority  security  interest in
and/or  security  title to or lien  against  all real and  personal  Property of
Borrower (including all real estate, machinery, plant and equipment and all cash
and non-cash proceeds thereof),  subject only to Permitted  Encumbrances then in
existence,  and will promptly after such request from Lender execute and deliver
such security agreements,  mortgages,  deeds of trust, security deeds, financing
statements,   certificates  of  title  and  other  documents,   instruments  and
agreements  as are  reasonably  necessary  to grant and  perfect  such  security
interest,  security  title  and  lien in  favor  of  Lender,  and  (b)  reaffirm
Borrower's  covenant  not to  grant  or  permit  any Lien to exist on any of the
remainder of its Property except for Permitted Liens.

     6.2. Negative Covenants.  During the term of this Agreement, and thereafter
for so long as there are any  Obligations to Lender,  Borrower  covenants  that,
unless Lender has first consented thereto in writing, it will not:

     (A) Merge or consolidate, or permit any Subsidiary to merge or consolidate,
with any Person,  except a consolidation  or merger  involving only Borrower and
one or more wholly owned  Subsidiaries;  nor acquire all or any substantial part
of the Properties of any Person.

     (B) Create,  incur, assume, or suffer to exist, or permit any Subsidiary to
create incur or suffer to exist, any Indebtedness, except: (i) Obligations owing
to Lender;  (ii)  Subordinated  Debt;  (iii)  Indebtedness  of any Subsidiary to
Borrower;  (iv) accounts payable to trade creditors which are not aged more than
one hundred twenty (120) days from billing date and current  operating  expenses
(other  than for Money  Borrowed)  which are not more than  sixty (60) days past
due, in each case  incurred in the  ordinary  course of business and paid within
such time period, unless the same are actively being contested in good faith and
by  appropriate  and lawful  proceedings  and Borrower shall have set aside such
reserves,  if any,  with  respect  thereto  as are  required  by GAAP and deemed
adequate by Borrower and its independent public accountants;  (v) Obligations to
pay  Rentals  permitted  by  Section  6.2(P);   (vi)  Permitted  Purchase  Money
Indebtedness; (vii) contingent liabilities arising out of endorsements of checks
and other  negotiable  instruments  for deposit or  collection  in the  ordinary
course of business;  (viii) taxes not yet past due or payable; (ix) Indebtedness
under loan  documents  entered  into by  certain  Subsidiaries  consented  to by
Lender;  (x) overdrafts  owing from time to time to  NationsBank,  N.A. up to an
aggregate amount not to exceed $2,000,000 at any time; and (xi) Indebtedness not
included in clauses (i) through (x) above which does not exceed at any time,  in
the aggregate, the sum of $500,000.

     (C) Enter into any transaction with any Affiliate or stockholder, except in
the ordinary course of and pursuant to the reasonable requirements of Borrower's
business and upon fair and reasonable  terms which are fully disclosed to Lender
and which are no less  favorable  to Borrower  than would obtain in a comparable
arm's  length  transaction  with a Person not an  Affiliate  or  stockholder  of
Borrower.

     (D) Guarantee, assume, endorse or otherwise, in any way, become directly or
contingently  liable with respect to the  Indebtedness  of any Person  except by
endorsement  of  instruments  or items of payment for deposit or collection  and
except for the guaranty of indebtedness  of Subsidiaries in an aggregate  amount
not  to  exceed  $5,000,000  and  such  additional   indebtedness   incurred  by
Subsidiaries under credit facilities consented to by Lender under Section 6.2(Q)
hereof.

     (E) Create or suffer to exist any Lien upon any of its or any  Subsidiary's
Property,  income or profits,  whether now owned or hereafter acquired,  except:
(i)  Liens at any  time  granted  in  favor of  Lender;  (ii)  Liens  for  taxes
(excluding any Lien imposed  pursuant to any of the provisions of ERISA) not yet
due or being  contested  as  permitted  by Section  6.1(A)  hereof;  (iii) Liens
securing   the   claims  or  demands  of   materialmen,   mechanics,   carriers,
warehousemen, landlords and other like Persons for labor, materials, supplies or
rentals  incurred  in  the  ordinary  course  of  Borrower's  or a  Subsidiary's
business,  but only if the  payment  thereof is not at the time  required;  (iv)
Liens  resulting  from  deposits  made in the  ordinary  course of  business  in
connection with workmen's compensation,  unemployment insurance, social security
and other like laws; (v)  attachment,  judgment and other similar  non-tax Liens
(excluding  Environmental  Liens) arising in connection with court  proceedings,
but only if and for so long as the execution or other  enforcement of such Liens
is and  continues  to be  effectively  stayed  and  bonded on appeal in a manner
satisfactory to Lender for the full amount  thereof,  the validity and amount of
the claims  secured  thereby are being  actively  contested in good faith and by
appropriate  lawful  proceedings  and  such  Liens  do  not,  in the  aggregate,
materially detract from the value of the Property of Borrower or a Subsidiary or
materially  impair the use thereof in the operation of Borrower's  business or a
Subsidiary's business;  (vi) Purchase Money Liens to secure Indebtedness that is
not incurred in violation of this  Agreement;  (vii)  reservations,  exceptions,
easements,  rights of way, and other similar consensual  encumbrances  affecting
real  Property,  provided  that, in Lender's sole  judgment,  they do not in the
aggregate  materially  detract from the value of said  Properties  or materially
interfere  with their use in the ordinary  conduct of  Borrower's  business or a
Subsidiary's  business,  Lender has  consented  thereto;  (viii) Liens  securing
Indebtedness of a Subsidiary to Borrower or another Subsidiary;  (ix) Liens of a
bank or other financial  institution  with respect to funds on deposit with such
institution;   (x)  Liens   granted  by  a  Subsidiary  to  banks  or  financial
institutions  providing factoring services;  (xi) such other Liens as appears on
Exhibit C attached  hereto;  and (xii) such other Liens as Lender may  hereafter
approve in writing.

     (F) Hereafter create any Subsidiary or divest itself of any material assets
by transferring  them to any Subsidiary to whose existence Lender has consented;
provided,  however,  that  Borrower  may  create a  Subsidiary  wholly-owned  by
Borrower and transfer assets to such Subsidiary if:

                  (i)      no Default or Event of Default exists; and
             (ii)  contemporaneously  with  such  creation  and  transfer,  such
         Subsidiary enters into an agreement, in form and substance satisfactory
         to Lender,  which amends and restates  this  Agreement  and pursuant to
         which such  Subsidiary  and Borrower  agree to be jointly and severally
         liable for all Obligations.

     (G) Make Capital  Expenditures  (including,  without limitation,  by way of
Capital Leases) which, in the aggregate,  exceed  $27,000,000  during Borrower's
1997 fiscal year or $30,000,000 during any fiscal year of Borrower thereafter.

     (H) Transfer its principal place of business or chief executive  office, or
open new manufacturing  plants, or transfer  existing  manufacturing  plants, or
maintain warehouses or records, to or at any locations other than those at which
the same are  presently  kept or  maintained,  as set forth on Exhibit D hereto,
except upon at least thirty (30) days prior written notice to Lender.

     (I)  Enter  into any new  business  or make any  material  change in any of
Borrower's business objectives, purposes and operations; provided, however, that
Borrower may enter into a new business or change its business  objective so long
as  Borrower's  Capital  Expenditures  for such  new  business  or new  business
objective does not exceed $1,000,000.

     (J) Sell,  lease or otherwise  dispose of any of its Properties,  including
any disposition of Property as part of a sale and leaseback  transaction,  to or
in favor of any Person,  except (i) sales of Inventory in the ordinary course of
Borrower's business for so long as no Event of Default exists hereunder,  (ii) a
transfer  of  Property to Borrower  by a  Subsidiary  or (iii)  dispositions  of
obsolete or unnecessary Equipment in the ordinary course of business.

     (K) Use any corporate name (other than its own) or any  fictitious  name or
"d/b/a" except for names disclosed in writing to Lender on or before the Closing
Date and the names disclosed in Section 5.1(A) of this Agreement.

     (L) Own,  purchase  or acquire  (or enter into any  contract to purchase or
acquire)  any "margin  security"  as defined by any  regulation  of the Board of
Governors  as now in effect or as the same may  hereafter  be in effect  unless,
prior to any such purchase or  acquisition  or entering into any such  contract,
Lender shall have received an opinion of counsel  satisfactory  to Lender to the
effect  that such  purchase  or  acquisition  will not cause this  Agreement  to
violate  Regulations  G or U or any other  regulation  of the Board of Governors
then in effect.

     (M)       Make or have any Restricted Investment.

     (N) Change its fiscal year or permit any  Subsidiary  to have a fiscal year
different from that of Borrower.

     (O) Become a lessee under any operating  lease of Property if the aggregate
Rentals  payable during any current or future period of twelve (12)  consecutive
months under the lease in question and all other leases under which  Borrower is
then lessee would exceed $2,000,000. The term "Rentals" means, as of the date of
determination, all payments which the lessee is required to make by the terms of
any lease.

     (P) File or  consent to the  filing of any  consolidated  income tax return
with any Person other than a Consolidated Subsidiary.

     (Q) Permit any Subsidiary to enter into credit  facilities for
the purpose of working  capital or acquisition  financing  without prior written
consent  of  Lender;  provided,  however,  that  Lender  shall not  unreasonably
withhold its consent from certain Subsidiaries entering into an unsecured credit
facility  in an  aggregate  amount  not  to  exceed  $15,000,000  on  terms  and
conditions substantially similar to those obtaining under this Agreement.

     6.3. Specific Financial Covenants.  During the term of this Agreement,  and
thereafter  for so long  as  there  are  any  Obligations  to  Lender,  Borrower
covenants that, unless otherwise consented to by Lender in writing, it shall:

                  (A) Maintain at all times a Consolidated  Current Ratio of not
less than 1.25 to 1.0.

                  (B) Maintain at all times a Consolidated Adjusted Tangible Net
Worth  of  not  less  than  the  amount  shown  below  for  the  fiscal  periods
corresponding thereto:

                           Period                                 Amount

                  As of the last day of the                   $29,000,000
                   1996 fiscal year


                  As of the last day of                       $30,000,000
                   each of the first three
                   fiscal quarters of 1997

                  As of the last day of                       $35,000,000
                   the 1997 fiscal year and
                   the last day of each the
                   first three fiscal quarters
                   of 1998 fiscal year

                  As of the last day of                       $40,000,000
                   the 1998 fiscal year and
                   the last day of each the
                   first three fiscal quarters
                   of 1999 fiscal year

                  As of the last day of                       $45,000,000
                   each fiscal quarter thereafter
                   and as of the last day of
                   each fiscal year thereafter

                  (C)  Maintain  at all  times a  ratio  of  total  Consolidated
Indebtedness to Consolidated Adjusted Tangible Net Worth of not greater than the
ratio of 2.50 to 1.0  through  the last day of  Borrower's  1997 fiscal year and
2.25  to 1.0  as of the  last  day  of  each  fiscal  quarter  and  fiscal  year
thereafter.

                  (D) Maintain as of the last day of each fiscal quarter for the
four fiscal quarters then ending a Consolidated  Funded Debt/EBITDA Ratio of not
greater than 3.0 to 1 as of the last day of each fiscal quarter hereafter.

                  (E) Maintain as of the last day of each fiscal quarter for the
four fiscal  quarters then ending a Consolidated  Fixed Charge Coverage Ratio of
not less than 1.5 to 1.0.

SECTION 7    CONDITIONS PRECEDENT

         Notwithstanding  any other  provision  of this  Agreement or any of the
Other Agreements, and without affecting in any manner the rights of Lender under
the other  Sections of this  Agreement,  it is understood and agreed that Lender
may decline to honor any request for a Revolver Loan under this Agreement unless
and until each of the  conditions  set forth in Sections  7.1 and 7.2 hereof has
been and continues to be satisfied,  all in form and substance  satisfactory  to
Lender and its counsel:

     7.1.  Documentation.  Lender shall have received the  following  documents,
each to be in form and substance satisfactory to Lender and its counsel:

     (A) A closing  certificate  signed  by the  President  and Chief  Financial
Officer  of  Borrower  dated  as of  the  date  hereof,  stating  that  (i)  the
representations  and  warranties  set  forth in  Section  5 hereof  are true and
correct on and as of such date, (ii) Borrower is on such date in compliance with
all the terms and  provisions set forth in this Agreement and (iii) on such date
no Default or Event of Default has occurred or is continuing;

     (B) The Other  Agreements  duly executed and delivered by Borrower and each
other signatory thereto; and

     (C) Such  other  documents,  instruments  and  agreements  as Lender  shall
reasonably request in connection with the foregoing matters.

     7.2.  Other  Conditions.  The  following  conditions  have  been and  shall
continue to be satisfied, as determined by Lender in its sole discretion:

     (A)       No Default or Event of Default shall exist;

     (B) Each of the  conditions  precedent  set forth in the  Other  Agreements
shall have been satisfied;

     (C) Since June 29, 1996, there shall not have occurred any material adverse
change  in the  business,  financial  condition  or  results  of  operations  of
Borrower, or the existence or value of its Properties,  or any event,  condition
or state of facts which would reasonably be expected materially and adversely to
affect the business, financial condition or results of operations of Borrower;

     (D) No action, proceeding,  investigation,  regulation or legislation shall
have been  instituted,  threatened  or proposed  before any court,  governmental
agency or legislative body to enjoin, restrain or prohibit, or to obtain damages
from any Person in respect of, the consummation of the transactions contemplated
hereby or which,  in Lender's  sole  discretion,  would make it  inadvisable  to
consummate the  transactions  contemplated by this Agreement or any of the Other
Agreements; and

     (E) Lender shall have received such  certificates and documents  reflecting
the Solvency of Borrower,  after giving effect to the transactions  contemplated
by this Agreement, as Lender shall find acceptable.

SECTION 8    EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

                  8.1 Events of Default.  The  occurrence  of any one or more of
the  following  events or  conditions  shall  constitute  an "Event of Default,"
whatever  the  reason  for  such  event or  condition  and  whether  it shall be
voluntary  or  involuntary,  or within or without the control of Borrower or any
Subsidiary,  or be  effected  by  operation  of law or  pursuant to any order of
judgment  of a  court  or  otherwise:  Borrower  shall  fail  to pay  any of the
Obligations on the due date thereof (whether due at stated maturity,  on demand,
upon  acceleration  or  otherwise);  any  warranty,   representation,  or  other
statement  made or  furnished  to Lender by or on behalf of  Borrower  or in any
instrument,  certificate or financial  statement furnished in compliance with or
in reference to this  Agreement  or any of the Other  Agreements  proves to have
been  false or  misleading  in any  material  respect  when  made or  furnished;
Borrower  shall fail or neglect to  perform,  keep or observe  (i) any  covenant
contained in Sections 4.1, 6.1(A),  6.1(F),  6.1(J),  6.1(K), 6.2 or 6.3 of this
Agreement or (ii) any other covenant  contained in this Agreement  (other than a
covenant  a default  in the  performance  or  observance  of which is dealt with
specifically  elsewhere  in this  Section  8.1)  and the  breach  of such  other
covenant is not cured to Lender's satisfaction within thirty (30) days after the
sooner to occur of  Borrower's  receipt of notice of such  breach from Lender or
the date on which  such  failure  or  neglect  becomes  known to any  officer of
Borrower;  any event of default shall occur under,  or Borrower shall default in
the  performance  or  observance of any term,  covenant,  condition or agreement
contained in, any of the Other Agreements and such default shall continue beyond
any  applicable  period of grace;  there  shall  occur any  default  or event of
default  on  the  part  of  Borrower  or a  Consolidated  Subsidiary  under  any
agreement,  guaranty,  document  or  instrument  to which  Borrower  or any such
Subsidiary  is a party or by which  Borrower  or any such  Subsidiary  or any of
their respective  Properties is bound,  creating or relating to any Indebtedness
exceeding   $500,000  if  the  payment  or  maturity  of  such  Indebtedness  is
accelerated  in  consequence  of such event of default or demand for  payment of
such Indebtedness is made; any material loss,  theft,  damage or destruction not
fully  covered by insurance  (as required by this  Agreement and subject to such
deductibles  as Lender  shall have  agreed to in  writing)  or the making of any
levy,  seizure,  or attachment  thereof or thereon except in all cases as may be
specifically permitted by other provisions of this Agreement;  there shall occur
any material adverse change in the financial  condition or business prospects of
Borrower;  Borrower shall cease to be Solvent or shall suffer the appointment of
a receiver, trustee, custodian or similar fiduciary, or shall make an assignment
for the benefit of  creditors,  or any petition for an order for relief shall be
filed by or against Borrower under the Bankruptcy Code (if against Borrower, the
continuation  of such  proceeding  for more than thirty (30) days),  or Borrower
shall make any offer of settlement, extension or composition to their respective
unsecured  creditors  generally,  or any motion,  complaint or other pleading is
filed in any bankruptcy  case of any Person other than Borrower and such motion,
complaint  or  pleading  seeks  the   consolidation  of  Borrower's  assets  and
liabilities  with the assets and liabilities of such Person;  a Reportable Event
shall occur which Lender,  in its sole discretion,  shall determine  constitutes
grounds for the termination by the Pension Benefit  Guaranty  Corporation of any
Plan or for the appointment by the appropriate United States district court of a
trustee for any Plan,  or if any Plan shall be  terminated  or any such  trustee
shall be  requested or  appointed;  or (J) demand shall have been made under any
guaranty given by Borrower in respect of any indebtedness  exceeding $500,000 of
a Subsidiary or an Affiliate.

                  8.2.  Acceleration  of the  Obligations.  Without  in any  way
limiting the right of Lender to demand payment of any portion of the Obligations
payable  on  demand  in  accordance  with  this  Agreement  or any of the  Other
Agreements, upon or at any time after the occurrence of an Event of Default, all
of the Obligations  then outstanding  (whether under this Agreement,  any of the
Other Agreements or otherwise) shall, at the option of Lender and without notice
or demand by Lender, become at once due and payable and Borrower shall forthwith
pay to Lender,  in  addition  to any and all sums and  charges  due,  the entire
principal of and interest accrued on the Obligations plus reasonable  attorneys'
fees, not to exceed fifteen  percent (15%) of the  Obligations,  if the same are
collected  by or through  an  attorney  at law.  From and after the date of such
acceleration of the maturity of the Obligations,  the unpaid principal amount of
the  Obligations  shall bear  interest at the  Default  Rate until paid in full.
Nothing  herein  shall be  construed  to permit  Lender to charge or collect any
unmatured or unearned interest.

     8.3.  Remedies.  Upon or at any time  after the  occurrence  of an Event of
Default,  Lender  shall have and may  exercise  from time to time the  following
rights and remedies:

     (A) The right to terminate the Credit  Facility  without  further notice to
Borrower;

     (B) The right to declare all or any portion of the  Obligations  to be, and
the same shall  thereupon  become  immediately due and payable without notice or
demand by Lender;

     (C) The right at any time or times,  to the  fullest  extent  permitted  by
Applicable  Law and without  notice or demand of any kind to Borrower,  to hold,
set off and apply any and all deposits  (general or special,  time or demand, or
provisional or final) at any time held and other  indebtedness at any time owing
by Lender to or for the credit or the account of Borrower (regardless of whether
such accounts are general or special and regardless of whether such accounts are
individual or joint)  against any and all of the  Obligations,  irrespective  of
whether or not Lender shall have made any demand under this  Agreement or any of
the Other  Agreements  and  whether or not any of the  Obligations  (other  than
interest) may be unmatured.

     (D) All remedies set forth in this Agreement and the Other Agreements; and

     (E) All the rights Lender has under Applicable Law or in equity.

     (F) Upon the  termination of the Loan Agreement or at any time
after the occurrence of an Event of Default, Lender shall have and may exercise,
with respect to the undrawn  amount under any Letter of Credit  issued by Lender
or Issuer  and then  outstanding,  the right,  at  Lender's  option,  to require
Borrower to deposit  with  Lender  funds equal to such  undrawn  amount,  and if
Borrower fails promptly to make such deposit,  Lender may advance such amount as
a  Revolver  Loan.  Any such  deposit  or  advance  shall be held by Lender as a
collateral  security reserve to fund future drawings against any such Letters of
Credit and Lender  shall have (and is hereby  granted) a lien upon and  security
interest  in all monies in such  reserve.  At such time as all Letters of Credit
have been drawn upon or expired  without  having  been drawn  upon,  any amounts
remaining in such reserve shall be applied against any outstanding  Obligations,
or to the extent all Obligations have been indefeasibly  paid in full,  returned
to  Borrower.  The  foregoing  shall not be deemed to limit in any  respect  the
rights and remedies of Lender under the Loan Agreement.

                  8.4.   Remedies   Cumulative;   No  Waiver.   All   covenants,
conditions,   provisions,   warranties,   guaranties,   indemnities,  and  other
undertakings of Borrower  contained in this Agreement and the Other  Agreements,
or  in  any  document   referred  to  herein  or  contained  in  any   agreement
supplementary  hereto or in any  schedule  given to Lender or  contained  in any
other  agreement  between  Lender and  Borrower,  heretofore,  concurrently,  or
hereafter  entered into, shall be deemed  cumulative to and not in derogation or
substitution  of any of the  terms,  covenants,  conditions,  or  agreements  of
Borrower herein contained. The failure or delay of Lender to exercise or enforce
any  rights,  powers,  or  remedies  hereunder  or  under  any of the  aforesaid
agreements  or other  documents  shall not  operate as a waiver of such  rights,
powers and remedies, but all such rights, powers, and remedies shall continue in
full force and effect until all of the Loans and all other  Obligations owing or
to become owing from Borrower to Lender shall have been fully satisfied, and all
rights,  powers,  and remedies  herein  provided for are cumulative and none are
exclusive.

SECTION 9     MISCELLANEOUS

                  9.1. Indemnity. Borrower hereby agrees to indemnify Lender and
hold Lender harmless from and against any liability,  loss, damage, suit, action
or  proceeding  ever  suffered or incurred by Lender as the result of Borrower's
failure to observe,  perform or discharge  Borrower's duties hereunder.  Without
limiting the  generality of the foregoing,  this  indemnity  shall extend to any
claims  asserted  against  Lender by any Person  under any  Environmental  Laws.
Additionally,  if any taxes (excluding taxes imposed upon or measured by the net
income of Lender, but including,  without limitation, any intangibles tax, stamp
tax,  recording  tax or franchise  tax) shall be payable by Lender,  Borrower on
account of the  execution  or  delivery  of this  Agreement,  or the  execution,
delivery,  issuance or recording of any of the Other Agreements, or the creation
of any of the  Obligations  hereunder,  by reason of any  existing or  hereafter
enacted federal,  state, foreign or local statute, rule or regulation,  Borrower
will pay (or will promptly  reimburse Lender for the payment of) all such taxes,
including,  but not limited to, any interest  and  penalties  thereon,  and will
indemnify  and hold Lender  harmless  from and against  liability in  connection
therewith.  The indemnity  obligation of Borrower under this Section 9.1 and any
other  provision  of this  Agreement  shall  survive  the payment in full of the
Obligations.

                  9.2.  Modification  of  Agreement;   Sale  of  Interest.  This
Agreement  may not be  modified,  altered or amended,  except by an agreement in
writing signed by Borrower and Lender. Borrower may not sell, assign or transfer
any interest in this  Agreement or any of the Other  Agreements,  or any portion
thereof,  including,  without limitation,  Borrower's rights, title,  interests,
remedies,  powers, and duties hereunder or thereunder.  Borrower hereby consents
to Lender's participation,  sale, assignment,  transfer or other disposition, at
any time or times hereafter,  of this Agreement and any of the Other Agreements,
or of any portion hereof or thereof,  including,  without  limitation,  Lender's
rights, title, interests,  remedies, powers, and duties hereunder or thereunder.
In the event of any such  participation,  sale,  assignment,  transfer  or other
disposition, Lender shall be authorized to provide to each Participating Lender,
assignee  or  transferee  all  information  in  Lender's  possession   regarding
Borrower,  including,  without limitation,  information required to be disclosed
pursuant to Banking Circular 181 (Rev., Aug. 2, 1984), issued by the Comptroller
of the Currency.

                  9.3 Reimbursement of Expenses.  If, at any time or times prior
or subsequent  to the date hereof,  Lender  employs  counsel for advice or other
representation,  or  incurs  legal  expenses  or other  costs  or  out-of-pocket
expenses in connection  with: the  negotiation and preparation of this Agreement
or any of the  Other  Agreements,  any  amendment  of or  modification  of  this
Agreement or any of the Other Agreements;  the  administration of this Agreement
or any of the Other  Agreements  and the  transactions  contemplated  hereby and
thereby; any litigation,  contest,  dispute, suit, proceeding or action (whether
instituted  by Lender,  Borrower or any other Person) in any way relating to the
Property,  this Agreement or any of the Other Agreements or Borrower's  affairs;
or any attempt to enforce any rights or remedies of Lender  against  Borrower or
any other Person which may be obligated to Lender by virtue of this Agreement or
any of the Other  Agreements;  then,  in any such  event,  the  attorneys'  fees
arising from such  services and all expenses,  costs,  charges and other fees of
such counsel or of Lender or relating to any of the events or actions  described
in this Section shall be payable,  ON DEMAND, by Borrower to Lender and shall be
additional  Obligations  hereunder.  Without  limiting  the  generality  of  the
foregoing, such expenses, costs, charges and fees may include accountants' fees,
costs and expenses;  costs and expenses incurred by Lender's loan administration
staff, audit staff and appraisal staff;  court costs and expenses;  photocopying
and duplicating expenses; court reporter fees, costs and expenses; long distance
telephone charges; air express charges; telegram charges;  secretarial over-time
charges;  and  expenses  for  travel,  lodging  and  food  paid or  incurred  in
connection with the performance of such legal  services.  Borrower  acknowledges
and  agrees  that  legal  counsel  to  Lender  does not  represent  Borrower  as
Borrower's  attorney,  that Borrower has retained  counsel of its own choice and
has not and will not  rely  upon any  advice  from  Lender's  counsel,  and that
Borrower's  reimbursement  of  expenses  pursuant  to this  Agreement  (even  if
effected by payment  directly by  Borrower  to  Lender's  counsel)  shall not be
deemed to  establish  any  attorney-client  relationship  between  Borrower  and
Lender's counsel.

                  9.4. Indulgences Not Waivers. Lender's failure, at any time or
times hereafter,  to require strict  performance by Borrower of any provision of
this  Agreement  shall  not  waive,  affect  or  diminish  any  right of  Lender
thereafter to demand strict compliance and performance therewith. Any suspension
or waiver by Lender of an Event of Default by Borrower  under this  Agreement or
any of the Other Agreements  shall not suspend,  waive or affect any other Event
of Default by  Borrower  under this  Agreement  or any of the Other  Agreements,
whether the same is prior or subsequent  thereto and whether of the same or of a
different type. None of the undertakings,  agreements, warranties, covenants and
representations  of Borrower  contained  in this  Agreement  or any of the Other
Agreements  and no Event of Default by Borrower  under this  Agreement or any of
the Other Agreements shall be deemed to have been suspended or waived by Lender,
unless such suspension or waiver is by an instrument in writing  specifying such
suspension or waiver and is signed by a duly authorized representative of Lender
and directed to Borrower.

                  9.5. Severability.  Wherever possible,  each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
Applicable Law, but if any provision of this Agreement shall be prohibited by or
invalid under  Applicable Law, such provision  shall be ineffective  only to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

     9.6. Successors and Assigns.  This Agreement and the Other Agreements shall
be  binding  upon and inure to the  benefit  of the  successors  and  assigns of
Borrower  and Lender.  This  provision,  however,  shall not be deemed to modify
Section 9.2 hereof.

     9.7.  Cumulative  Effect. The provisions of the Other Agreements are hereby
made cumulative with the provisions of this Agreement.

                  9.8. Execution in Counterparts. This Agreement may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which  counterparts  taken together shall  constitute but
one  and  the  same  instrument.  In  proving  this  Agreement  in any  judicial
proceeding,  it shall not be  necessary  to produce or account for more than one
such counterpart signed by the party against whom such enforcement is sought.

                  9.9. Notice. Except as otherwise provided herein, all notices,
requests  and demands to or upon a party hereto shall be in writing and shall be
sent by  certified  or  registered  mail,  return  receipt  requested,  personal
delivery against receipt or by telecopier or other facsimile  transmission  and,
unless otherwise expressly provided herein, shall be deemed to have been validly
served,  given or delivered when delivered  against  receipt or one Business Day
after deposit in the U.S. mail,  postage  prepaid,  or, in the case of facsimile
transmission,  when  received at the office of the noticed  party,  addressed as
follows:

         (A)      If to Lender:     SouthTrust Bank of Georgia, N. A.
                                            One Georgia Center
                                            600 West Peachtree Street
                                            Atlanta, Georgia  30308
                                            Attention:  Corporate Banking Group
                                            Telecopier No.:  (404) 853-5766

         (B)      If to
                   Borrower:        Inbrand Corporation
                                            1169 Canton Road
                                            Marietta, Georgia 30066
                                            Attention:  Chief Financial Officer
                                            Telecopier No.: (770) 429-1568

or to such other  address as each party may  designate for itself by like notice
given in accordance with this Section 9.9; provided, however, that any notice to
or upon  Lender  pursuant  to Section  2.1 or 2.2 shall not be  effective  until
received by Lender.  Any written notice that is not sent in conformity  with the
provisions  hereof shall  nevertheless be effective on the date that such notice
is actually received by the noticed party.

                  9.10. Demand  Obligations.  Nothing  in this  Agreement  shall
affect or abrogate the demand nature of any portion of the Obligations expressly
made payable on demand by this  Agreement  or by any  instrument  evidencing  or
securing  same,  and the  occurrence  of an  Event  of  Default  shall  not be a
prerequisite for Lender's requiring payment of such Obligations.

     9.11. Time of  Essence.  Time is of the essence of this  Agreement  and the
Other Agreements.

                  9.12.  Entire   Agreement.   This   Agreement  and  the  Other
Agreements,  together with all other  instruments,  agreements and  certificates
executed by the  parties in  connection  therewith  or with  reference  thereto,
embody the entire  understanding  and agreement  between the parties  hereto and
thereto with respect to the subject  matter hereof and thereof and supersede all
prior agreements,  understandings  and inducements,  whether express or implied,
oral or written.

     9.13. Amendment and Restatement; No Novation.  This Agreement constitutes a
consolidation,   amendment  and  restatement  of  the  Original  Loan  Agreement
effective from and after the date of this Agreement.  The execution and delivery
of this Agreement  shall not constitute a novation of any  indebtedness or other
obligations owing to Lender based on any facts or events  occurring or existing
prior to the execution and delivery of this Agreement.

                  9.14. Payments Set Aside.  To the extent that Borrower makes a
payment or payments to Lender,  or Lender  exercises  its rights of setoff,  and
such  payment  or  payments  or  setoff  or any  part  thereof  is  subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee,  receiver or any other party under any  bankruptcy  law,
state or federal law, common law or equitable cause,  then to the extent of such
recovery,  the Obligations or part thereof originally  intended to be satisfied,
and all rights and  remedies  therefor,  shall be revived and  continued in full
force and effect as if such  payment  had not been made or such  enforcement  or
setoff had not occurred.

                  9.15.  Independence   of   Covenants,    Representations   and
Warranties.  All covenants  hereunder shall be given independent effect so that,
if a particular  action or  conditions  is not permitted by any such covenant or
any representation or warranty hereunder, the fact that it would be permitted by
an exception to, or be otherwise  within the limitations  of, another  covenant,
representation  or warranty  shall not avoid the  occurrence  of a Default or an
Event of Default if such action is taken or condition exists.

                  9.16. Governing Law; Consent to Forum. THIS AGREEMENT HAS BEEN
NEGOTIATED,  EXECUTED AND  DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE IN
ATLANTA,  GEORGIA.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH  THE  INTERNAL  LAWS OF THE  STATE OF  GEORGIA.  AS PART OF THE
CONSIDERATION  FOR NEW VALUE  RECEIVED,  AND REGARDLESS OF ANY PRESENT OR FUTURE
DOMICILE OR PRINCIPAL  PLACE OF BUSINESS OF BORROWER OR LENDER,  BORROWER HEREBY
CONSENTS AND AGREES THAT AT LENDER'S  OPTION,  (i) THE SUPERIOR  COURT OF FULTON
COUNTY,  GEORGIA,  OR, (ii) THE UNITED  STATES  DISTRICT  COURT FOR THE NORTHERN
DISTRICT OF  GEORGIA,  ATLANTA  DIVISION,  SHALL HAVE  JURISDICTION  TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER  PERTAINING TO THIS
AGREEMENT  OR TO  ANY  MATTER  ARISING  OUT OF OR  RELATED  TO  THIS  AGREEMENT;
PROVIDED,  HOWEVER,  LENDER  MAY, AT ITS OPTION,  COMMENCE  ANY ACTION,  SUIT OR
PROCEEDING IN ANY OTHER APPROPRIATE  FORUM OR JURISDICTION,  TO OBTAIN ANY LEGAL
OR EQUITABLE RELIEF, TO ENFORCE ANY JUDGMENT OR ORDER OBTAINED BY LENDER AGAINST
BORROWER, TO ENFORCE ANY OTHER RIGHT OR REMEDY UNDER THIS AGREEMENT OR TO OBTAIN
ANY OTHER RELIEF DEEMED NECESSARY OR APPROPRIATE BY LENDER.  BORROWER  EXPRESSLY
SUBMITS  AND  CONSENTS  IN  ADVANCE TO SUCH  JURISDICTION  IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT,  AND BORROWER  HEREBY  WAIVES ANY  OBJECTION  WHICH
BORROWER MAY HAVE BASED UPON LACK OF PERSONAL  JURISDICTION,  IMPROPER  VENUE OR
FORUM NON  CONVENIENS  AND  HEREBY  CONSENTS  TO THE  GRANTING  OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

                  9.17. General  Waivers  by  Borrower.  TO THE  FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER WAIVES (i) PRESENTMENT, DEMAND AND PROTEST
AND NOTICE OF PRESENTMENT,  PROTEST,  DEFAULT, NON PAYMENT,  MATURITY,  RELEASE,
COMPROMISE,  SETTLEMENT,  EXTENSION OR RENEWAL OF ANY OR ALL  COMMERCIAL  PAPER,
ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS,  INSTRUMENTS, CHATTEL PAPER AND GUARANTIES
AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY
RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN THIS REGARD; (ii) THE BENEFIT OF
ALL  VALUATION,  APPRAISEMENT  AND EXEMPTION  LAWS; AND (iii) NOTICE OF LENDER'S
ACCEPTANCE HEREOF.

                  9.18. Jury Trial  Waiver.  BORROWER AND LENDER EACH WAIVES THE
RIGHT TO TRIAL BY JURY IN ANY ACTION,  SUIT,  PROCEEDING OR  COUNTERCLAIM OF ANY
KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS OR
THE OBLIGATIONS.  BORROWER  ACKNOWLEDGES THAT THE FOREGOING WAIVER IS A MATERIAL
INDUCEMENT TO LENDER'S  ENTERING INTO THIS  AGREEMENT AND THAT LENDER IS RELYING
UPON THE  FOREGOING  WAIVER  IN ITS  FUTURE  DEALINGS  WITH  BORROWER.  BORROWER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVER WITH ITS LEGAL
COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,  THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

         IN WITNESS WHEREOF, this Agreement has been duly executed under seal in
Atlanta, Georgia, as of the day and year specified at the beginning hereof.

ATTEST:                                         INBRAND CORPORATION
                                                   ("Borrower")


                                                By:
Secretary
[CORPORATE SEAL]                                Title:


                                                SOUTHTRUST BANK OF GEORGIA, N.A.
                                                         ("Lender")


                                                By:

                                                Title: 


sotrust\inbrand\lsa4.wpd

<PAGE>


                                    EXHIBIT A

                              REVOLVING CREDIT NOTE

$35,000,000.00                                                   October 1, 1996
                                                                Atlanta, Georgia

         FOR  VALUE  RECEIVED,  the  undersigned  (hereinafter  referred  to  as
"Borrower")  hereby  promises to pay to the order of SOUTHTRUST BANK OF GEORGIA,
N.A. (herein, together with any subsequent holder hereof, "Lender"), at Lender's
principal office in Atlanta, Georgia, or at such other place as Lender hereafter
may direct in writing,  in legal  tender of the United  States of  America,  the
principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00),  or so
much  thereof  as may be  disbursed  and  remain  outstanding  from time to time
hereafter under that certain  Amended and Restated Loan  Agreement,  dated as of
October 1, 1996, as amended between Lender and Borrower (the "Loan  Agreement"),
with  interest  from and after the date  hereof on the unpaid  principal  amount
outstanding  from time to time at the rate per annum  applicable under Section 3
of the Loan Agreement.

         This Revolving  Credit Note (the "Note")  evidences Loans under, and is
the "Note"  referred to in, and is issued pursuant to, the Loan Agreement and is
entitled to all of the benefits and security of the Loan Agreement and the Other
Agreements. All of the terms, covenants and conditions of the Loan Agreement are
hereby made a part of this Note and are deemed  incorporated herein in full. All
capitalized  terms used herein,  unless otherwise  specifically  defined in this
Note, shall have the meanings ascribed to them in the Loan Agreement.

         Borrower  acknowledges that the Base Rate merely serves as a basis upon
which effective  rates of interest are calculated for loans making  reference to
the per annum rate of interest publicly announced by Lender from time to time as
its base rate,  that the Base Rate may not be the  lowest  rate  available  from
Lender and that loans and other  extensions  of credit from Lender may be priced
at, above or below the Base Rate.  The Base Rate in effect on the date hereof is
8.25% per annum and, therefore, the rate per annum on the date hereof applicable
to Base Rate Loans  expressed in terms of simple  interest,  is 8.25% per annum.
The  Adjusted  LIBO Rate in effect on the date  hereof is 5.44% per annum,  and,
therefore,  the rate per  annum on the date  hereof  applicable  to LIBOR  Loans
expressed in forms of simple interest,  is 6.94% per annum.  Interest  hereunder
shall be  computed  on the basis of actual  days  elapsed  over the  period of a
360-day  year unless  reference to a 365 or a 366-day year is necessary in order
not to exceed the highest lawful rate permissible under Applicable Law. From and
after the occurrence of an Event of Default,  the outstanding  principal balance
of this Note  shall bear  interest  at a  variable  rate per annum  equal to the
Default Rate.

         In no contingency or event whatsoever, whether by reason of advancement
whether by reason of advancement of the proceeds hereof or otherwise,  shall the
amount paid or agreed to be paid to Lender for the use, forbearance or detention
of money  advanced  hereunder  exceed the Maximum Rate. In the event that such a
court  determines  that  Lender has charged or received  interest  hereunder  in
excess of Maximum Rate, such rate shall  automatically be reduced to the Maximum
Rate and Lender  shall  promptly  refund to Borrower  any  interest  received by
Lender in excess of the Maximum  Rate or, if so  requested  by  Borrower,  shall
apply such excess to the principal balance of this Note. It is the intent hereof
that  Borrower  not pay or  contract  to pay,  and that  Lender  not  receive or
contract to receive,  directly or indirectly in any manner whatsoever,  interest
in excess of the Maximum Rate.  All interest paid or agreed to be paid to Lender
shall,  to the extent  permitted by  Applicable  Law, be  amortized,  pro-rated,
allocated and spread throughout the full term of this Note until payment in full
of the principal amount hereof (including the period of any renewal or extension
thereof) so that interest on such principal amount for such full period will not
exceed the Maximum Rate.

         Principal and interest accrued hereunder shall be repaid by Borrower as
follows:

                  (A) Principal,  payable on account of the Loans, shall be paid
         by  Borrower  to  Lender  immediately  upon  the  earliest  of (i)  the
         occurrence of an Event of Default in consequence of which Lender elects
         to accelerate the maturity and payment of such Loans,  or (ii) the date
         on which the Credit  Facility is terminated  pursuant to Section 2.2 of
         the Loan Agreement;

                  (B)  Interest  accrued  on the  principal  amount of the Loans
         shall be due on the  earliest  of (i) the first day of each  month (for
         the immediately  preceding  month),  computed through the last calendar
         day of the preceding  month,  (ii) occurrence of an Event of Default in
         consequence  of which  Lender  elects to  accelerate  the  maturity  in
         payment  of the  Obligations,  or (iii)  the date on which  the  Credit
         Facility is terminated pursuant to Section 2.2 of the Loan Agreement.

         The  occurrence  or  existence  of an Event of  Default  under the Loan
Agreement,  including, without limitation, the failure to pay any installment of
principal  or  interest  on this  Note in full on the due  date  thereof,  shall
constitute an event of default under this Note and shall entitle Lender,  at its
option, upon or at any time after the occurrence of any such event of default to
declare the then  outstanding  principal  balance and accrued interest hereof to
be, and the same shall  thereupon  become,  immediately  due and payable without
notice  to or demand  upon  Borrower,  all of which  Borrower  hereby  expressly
waives.  If this Note is  collected  by or  through  an  attorney  at law,  then
Borrower  shall be  obligated  to pay, in  addition  the  principal  balance and
accrued  interest  hereof,  reasonable  attorney's  fees,  not to exceed fifteen
percent (15%) of such principal and interest, and court costs.

         Time is of the essence of this Note. To the fullest extent permitted by
Applicable  Law,  Borrower  hereby  waives  demand,  protest,  notice of demand,
protest and non-payment  and any other notice  required by law relative  hereto,
except to the extent as otherwise may be provided for in the Loan Agreement.

         Wherever  possible each  provision of this Note shall be interpreted in
such a manner as to be  effective  and valid under  Applicable  Law,  but if any
provision of this Note shall be prohibited or invalid under Applicable Law, such
provision  shall be ineffective to the extent of such  prohibition or invalidity
without  invalidating the remainder of such provision or remaining provisions of
this  Note.  No delay or failure  on the part of Lender in the  exercise  of any
right  or  remedy  hereunder  shall  operate  as a  waiver  thereof,  nor  as an
acquiescence in any default,  nor shall any single or partial exercise by Lender
of any right or  remedy  preclude  any other  right or  remedy.  Lender,  at its
option, may enforce its rights against any collateral securing this Note without
enforcing  its  rights  against  Borrower,  any  guarantor  of the  indebtedness
evidenced  hereby or any other property or indebtedness  due or to become due to
Borrower.  Borrower  agrees that,  without  releasing  or  impairing  Borrower's
liability hereunder,  Lender may at any time release,  surrender,  substitute or
exchange any collateral securing this Note and may at any time release any party
primarily or secondarily liable for the indebtedness evidenced by this Note.

         This  Note  shall  be  governed  by,  and  construed  and  enforced  in
accordance  with, the internal laws of the State of Georgia,  and is intended to
take effect as an instrument  under seal.  This Note shall supersede and replace
that (i) certain Revolving Credit Note, dated February 6, 1996, made by Borrower
to the order of Lender,  in the stated  principal amount of $25,000,000 and (ii)
certain Revolving Credit Note (Bridge Note), dated May 1, 1996, made by Borrower
to the order of Lender, in the stated principal amount of $10,000,000.

         IN WITNESS  WHEREOF,  Borrower  has  caused  this Note to be signed and
sealed as of the day and year first above written.

ATTEST:                                       INBRAND CORPORATION, a Georgia
                                               corporation ("Borrower")


                                               By:
Secretary
[CORPORATE SEAL]                               Title:

<PAGE>


                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE

                            [LETTERHEAD OF BORROWER]

                                                _____________, 19__


TO:      SouthTrust Bank of Georgia, N.A.
         One Georgia Center
         600 West Peachtree Street
         Atlanta, Georgia  30308


         The undersigned,  the Chief Financial Officer of INBRAND CORPORATION, a
Georgia corporation  ("Borrower"),  gives this certificate to SOUTHTRUST BANK OF
GEORGIA, N. A. ("Bank") in accordance with the requirements of Section 6.1(L) of
that certain  Amended and Restated Loan  Agreement  dated as of October 1, 1996,
between  Borrower and Bank ("Loan  Agreement").  Capitalized  terms used in this
Certificate,  unless otherwise defined herein,  shall have the meanings ascribed
to them in the Loan Agreement:

         (1) Based upon my review of the balance sheets and statements of income
of Borrower for the fiscal quarter ending  __________________,  19__,  copies of
which are attached hereto, I hereby certify that:

                  (a)      Consolidated Current Ratio is ___ to 1.0;

                  (b)      Consolidated Adjusted Tangible Net Worth is $ _____;

                  (c)      The ratio of total  Consolidated  Indebtedness  to
                           Consolidated  Adjusted  Tangible Net Worth is
                           ___ to 1;

                  (d)      The Consolidated Funded Debt/Consolidated EBITDA
                            Ratio is ___ to 1;

                  (e)      The Consolidated Fixed Charge Coverage Ratio is ___
                            to 1;

                  (f)      Consolidated Capital Expenditures during the fiscal
                           year to-date total $__________.

         (2)      No Default  exists on the date hereof,  other than:  ________
                 (if none, so state);
          and

         (3)      No Event of Default  exists on the date hereof,  other than:
                  ____________  (If none, so state).

                                                              Very truly yours,




<PAGE>


                                    EXHIBIT C

                                 PERMITTED LIENS





     1. UCC-1 financing statement no. 85-8104 naming Medical Disposables Company
as Debtor and Signal  Capital  Credit  Corporation as Secured Party filed August
24, 1985 with the Clerk of Superior Court of Cobb County, Georgia.

     2. UCC-1 financing statement no. 89-7082 naming Medical Disposables Company
as Debtor and Fleet Credit Corporation as Secured Party filed June 30, 1989 with
the Clerk of Superior Court of Cobb County, Georgia.

     3. UCC-1 financing statement no. 89-7083 naming Medical Disposables Company
as Debtor and Fleet Credit Corporation as Secured Party filed June 30, 1989 with
the Clerk of Superior Court of Cobb County, Georgia.

     4. UCC-1 financing statement no. 9012196 naming Medical Disposables Company
as Debtor and Danka  Business  Systems as Secured Party filed  December 27, 1990
with the Clerk of Superior Court of Cobb County, Georgia.

     5. UCC-1 financing  statement no. 912900 naming Medical Disposables Company
as Debtor and Savin Business Credit  Corporation as Secured Party filed April 9,
1991 with the Clerk of Superior Court of Cobb County, Georgia as assigned to The
King Companies.



<PAGE>


                                    EXHIBIT D

                          BORROWER'S BUSINESS LOCATIONS


         (1)      Borrower currently has the following business locations, and
                  no others:

                                    1145, 1155, 1160, 1165 and 1177 Hayes
                                    Industrial Drive
                                    Marietta, Georgia  30062

                     Suite A, 980 Marietta Industrial Drive
                             Marietta, Georgia 30062

                                    1169 Canton Road
                                    Marietta, Georgia  30066

         (2)      Borrower maintains its books and records at:

                                    1169 Canton Road
                                    Marietta, Georgia  30066


<PAGE>


                                    EXHIBIT E

                        SHARE REPURCHASE LOAN CERTIFICATE

                            [LETTERHEAD OF BORROWER]


TO:      SOUTHTRUST BANK OF GEORGIA, N.A.
         One Georgia Center
         600 West Peachtree Street
         Atlanta, Georgia  30308


         The undersigned,  the Chief Financial Officer of INBRAND CORPORATION, a
Georgia corporation  ("Borrower"),  gives this certificate to SOUTHTRUST BANK OF
GEORGIA,  N.A.  ("Lender") in accordance  with the  requirements of that certain
Amended and Restated  Loan  Agreement,  dated as of October 1, 1996, as amended,
between Borrower and Lender ("Loan  Agreement").  Capitalized terms used in this
Certificate,  unless otherwise defined herein,  shall have the meanings ascribed
to them in the Loan Agreement:

                  (a)       Borrower hereby requests a Share Repurchase Loan in
                            the amount of $________;

                  (b)       No  Default  exists on the date  hereof,  other  
                            than:  _______________________  (if none, so state);

                  (c)       No Event of Default  exists on the date  hereof,  
                            other  than:  _______________  (if none, so state);

                  (d)       The proceeds of the Share Repurchase Loan will be 
                            used to acquire ______ Shares;

                  (e) In connection with the proposed Share  repurchase,  copies
of all filings,  if any,  that have been made with the  Securities  and Exchange
Commission are attached hereto; and

                  (f) After giving effect to the proposed Share repurchase, less
than 30% of the value of the assets of Borrower will consist of Margin Stock.

                                                              Very truly yours,