EXHIBIT 10.3

                           SHORT-TERM CREDIT AGREEMENT
                          DATED AS OF NOVEMBER 4, 1998,
                                      AMONG
                                  ANICOM, INC.,
                                   THE LENDERS
                                  PARTY HERETO,
                                       AND
                         HARRIS TRUST AND SAVINGS BANK,
                            INDIVIDUALLY AND AS AGENT





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                                TABLE OF CONTENTS
SECTION                                                      DESCRIPTION   
SECTION  1................................................THE REVOLVING CREDITS.
    Section 1.1............................................The Revolving Credit.
    Section 1.2......................................The Revolving Credit Notes.
    Section 1.3................................Manner and Disbursement of Loans.
    Section 1.4..........................Extensions of the Revolving Commitments
SECTION 2.................................INTEREST AND CHANGE IN CIRCUMSTANCES.
    Section 2.1...........................................Interest Rate Options.
    Section 2.2...................................Minimum  LIBOR Portion Amounts
    Section 2.3.........................................Computation of Interest.
    Section 2.4........................................Manner of Rate Selection.
    Section 2.5...................................................Change of Law.
    Section 2.6....Unavailability of Deposits or Inability to Ascertain Adjusted
                   LIBOR.
    Section  2.7......................................Taxes and Increased Costs.
    Section 2.8.........................Change in Capital Adequacy Requirements.
    Section 2.9................................................Funding Indemnity
    Section 2.10.................................................Lending Branch.
    Section 2.11..................Discretion of Lenders as to Manner of Funding.
SECTION 3....................................FEES, PREPAYMENTS AND TERMINATIONS.
    Section 3.1............................................................Fees
    Section 3.2...........................................Voluntary Prepayments.
    Section 3.3....................................................Terminations.
    Section 3.4...............................Place and Application of Payments.
    Section 3.5.......................................................Notations.
SECTION 4............................................................GUARANTIES.
    Section 4.1............................................Subsidiary Guaranties
SECTION  5..........................................DEFINITIONS; INTERPRETATION.
    Section 5.1.....................................................Definitions.
    Section 5.2..................................................Interpretation.
SECTION 6........................................REPRESENTATIONS AND WARRANTIES.
    Section 6.1...................................Organization and Qualification
    Section 6.2.....................................................Subsidiaries
    Sectio 6.3..................Corporate Authority and Validity of Obligations
    Section 6.4....................................Use of Proceeds; Margin Stock
    Section 6.5................................................Financial Reports
    Section 6.6.......................................No Material Adverse Change
    Section 6.7..................................................Full Disclosure
    Section 6.8.......................................................Good Title
    Section 6.9...............................Litigation and Other Controversies
    Section 6.10...........................................................Taxes
   






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    Section 6.11.......................................................Approvals
    Section 6.12..........................................Affiliate Transactions
    Section 6.13..............Investment Company; Public Utility Holding Company
    Section 6.14...........................................................ERISA
    Section 6.15............................................Compliance with Laws
    Section 6.16................................................Other Agreements
    Section 6.17......................................................No Default
    Section 6.18............................................Year 2000 Compliance
SECTION  7..................................................CONDITIONS PRECEDENT
    Section 7.1....................................................All Advances.
    Section 7.2..................................................Initial Advance
    Section 7.3.........................Termination of Existing Credit Agreement
    Section 7.4......................Novmber 19 as Earliest Effective Date   
SECTION 8.............................................................COVENANTS
    Section 8.1................................Corporate Existence; Subsidiaries
    Section 8.2........................................Maintenance of Properties
    Section 8.3............................................Taxes and Assessments
    Section 8.4........................................................Insurance
    Section 8.5................................................Financial Reports
    Section 8.6....................................................Current Ratio
    Section 8.7..........................................Interest Coverage Ratio
    Section 8.8...............................................Tangible Net Worth
    Section 8.9...........................................Debt to Earnings Ratio
    Section 8.10..................................................Leverage Ratio
    Section 8.11.................................Indebtedness for Borrowed Money
    Section 8.12...........................................................Liens
    Section 8.13.....................Investments, Loans, Advances and Guaranties
    Section 8.14....................................................Acquisitions
    Section 8.15............................................Sales and Leasebacks
    Section 8.16.................Dividends and Certain Other Restricted Payments
    Section 8.17...............................Mergers, Consolidations and Sales
    Section 8.18...........................................................ERISA
    Section 8.19............................................Compliance with Laws
    Section 8.20............................Burdensome Contracts With Affiliates
    Section 8.21.......................................No Changes in Fiscal Year
    Section 8.22......................................Inspection and Field Audit
    Section 8.23.......................................Formation of Subsidiaries
    Section 8.24.......................................Subordinated Indebtedness
    Section 8.25.................................................Use of Proceeds
    Section 8.26............................................Year 2000 Compliance
SECTION 9.........................................EVENTS OF DEFAULT AND REMEDIES
                          

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     Section 9.1..............................................Events of Default.
     Section 9.2........................................Non-Bankruptcy Defaults.
     Section 9.3.............................................Bankruptcy Defaults
SECTION 10............................................................THE AGENT.
     Section 10.1..................................Appointment and Authorization
     Section 10.2.............................................Rights as a Lender
     Section 10.3...............................................Standard of Care
     Section 10.4.............................................Costs and Expenses
     Section 10.5......................................................Indemnity
SECTION  11.......................................................MISCELLANEOUS.
     Section 11.1..............................................Withholding Taxes
     Section 11.2.............................................Non-Business Days.
     Section 11.3................................No Waiver, Cumulative Remedies.
     Section 11.4..........................Waivers, Modifications and Amendments
     Section 11.5.............................................Costs and Expenses
     Section 11.6.............................................Documentary Taxes.
     Section 11.7...................................Survival of Representations.
     Section 11.8.......................................Survival of Indemnities.
     Section 11.9.................................................Participations
     Section 11.10.........................................Assignment Agreements
     Section 11.11.......................................................Notices
     Section 11.12..................................................Construction
     Section 11.13......................................................Headings
     Section 11.14....................................Severability of Provisions
     Section 11.15..................................................Counterparts
     Section 11.16..........................................Entire Understanding
     Section 11.17............................Binding Nature, Governing Law, Etc
     Section 11.18..............Submission to Jurisdiction; Waiver of Jury Trial
     
Signature
 


Exhibit  A - Revolving Credit Note
Exhibit  B - Compliance Certificate
Exhibit  C - Subordinated Indebtedness
Exhibit  D - Subordination  Provisions  Applicable to  Subordinated  Debt
Exhibit  E - Form of Guaranty Schedule 6.2 - Subsidiaries


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                           SHORT-TERM CREDIT AGREEMENT
To each of the Lenders party hereto:
Ladies and Gentlemen:
         The undersigned, Anicom, Inc., an Delaware corporation (the "Company"),
applies to you for your several commitments, subject to the terms and conditions
hereof and on the basis of the  representations  and warranties  hereinafter set
forth, to extend credit to the Company, all as more fully hereinafter set forth.
SECTION 1. THE REVOLVING CREDITS.
  Section 1.1. The Revolving Credit.  Subject to the terms and conditions
hereof,  each  Lender  severally  agrees  to  extend  a  revolving  credit  (the
"Revolving  Credit") to the Company  which may be availed of by the Company from
time to time  during the period  from and  including  the date hereof to but not
including the Revolving Credit  Termination  Date, at which time the commitments
of the Lenders to extend  credit under the Revolving  Credit shall  expire.  The
maximum amount of the Revolving Credit which each Lender agrees to extend to the
Company shall be as set forth opposite such Lender's  signature hereto under the
heading  "Revolving Credit  Commitment" or as otherwise  provided in Section
11.10 hereof,  as such amount may be reduced  pursuant hereto.  The Revolving
Credit may be utilized  by the  Company in the form of Loans,  all as more fully
hereinafter set forth,  provided that (i) the aggregate  principal amount
of Loans under the Revolving Credit outstanding at any one time shall not exceed
the Revolving  Credit  Commitments and (ii)  no  additional Loans shall be
available under the Revolving Credit unless the commitments  under the Long-Term
Credit  Agreement are fully  utilized.  During the period from and including the
date hereof to but not including  the Revolving  Credit  Termination  Date,  the
Company may use the Revolving  Credit  Commitments  by  borrowing,  repaying and
reborrowing  Loans in whole or in part,  all in  accordance  with the  terms and
conditions  of  this  Agreement.  For  purposes  of  this  Agreement,   where  a
determination  of  the  unused  or  available  amount  of the  Revolving  Credit
Commitments is necessary, the Loans outstanding under the Revolving Credit shall
be deemed to utilize the Revolving  Credit  Commitments.  The obligations of the
Lenders  hereunder  are  several  and not joint,  and no Lender  shall under any
circumstances be obligated to extend credit under the Revolving Credit in excess
of its Revolving Credit Commitment.
  Section   1.2.  The  Revolving  Credit  Notes.  Subject to the terms and
conditions  hereof, the Revolving Credit may be availed of by the Company in the
form of loans  (individually  a  "Loan"  and  collectively  the  "Loans").  Each
Borrowing  of Loans  under the  Revolving  Credit  shall be made  ratably by the
Lenders  in  accordance   with  their   Percentages  of  the  Revolving   Credit
Commitments.  Each Borrowing of Loans under the Revolving  Credit shall be in an
amount of  $500,000 or such  greater  amount  which is an  integral  multiple of
$100,000;  provided,  however,  that a Borrowing  of Loans  under the  Revolving
Credit which bears  interest  with  reference to the Adjusted  LIBOR shall be in
such greater amount as is required by Section 2 hereof. All Loans made by
a Lender under the  Revolving  Credit  shall be made against and  evidenced by a
single  Short-Term  Revolving Credit Note of the Company  (individually a "Note"
and  collectively the "Notes") payable to the order of such Lender in the amount
of its  Revolving  Credit  Commitment,  with each  Note to be in the form  (with
appropriate  insertions) attached hereto as Exhibit A. Each Note shall be
dated the date of issuance  thereof,  be expressed to bear interest as set forth
in Section 2 hereof, and be expressed to

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mature on the Revolving Credit Termination Date. Without regard to the principal
amount of each Note stated on its face, the actual  principal amount at any time
outstanding  and owing by the Company on account thereof shall be the sum of all
advances  then or  theretofore  made  thereon  less all  payments  of  principal
actually received.
  Section   1.3.  Manner and Disbursement of Loans. The Company shall give
written or  telephonic  notice to the Agent (which  notice shall be  irrevocable
once given and, if given by telephone,  shall be promptly  confirmed in writing)
by no later than 11:00 a.m. (Chicago time) on the date the Company requests that
any Borrowing of Loans be made to it under the Revolving Credit Commitments, and
the Agent shall promptly  notify each Lender of the Agent's receipt of each such
notice.  Each such  notice  shall  specify  the date of the  Borrowing  of Loans
requested (which must be a Business Day), the type of Loan being requested,  and
the amount of such Borrowing. Each Borrowing of Loans shall initially constitute
part of the  applicable  Domestic Rate Portion  except to the extent the Company
has  otherwise  timely  elected  that  such  Borrowing,  or  any  part  thereof,
constitute part of a LIBOR Portion as provided in Section   2 hereof.  The
Company  agrees  that the Agent may rely upon any written or  telephonic  notice
given  by  any  person  the  Agent  in  good  faith  believes  is an  Authorized
Representative  without the necessity of independent  investigation  and, in the
event any  telephonic  notice  conflicts  with the  written  confirmation,  such
telephonic  notice  shall  govern  if the Agent and the  Lenders  have  acted in
reliance thereon.  Not later than 1:00 p.m. (Chicago time) on the date specified
for any  Borrowing  of Loans to be made  hereunder,  each Lender  shall make the
proceeds of its Loan comprising part of such Borrowing available to the Agent in
Chicago,  Illinois in immediately  available funds. Subject to the provisions of
Section   7 hereof,  the proceeds of each Loan shall be made  available to
the  Company  at the  principal  office of the Agent in  Chicago,  Illinois,  in
immediately  available funds,  upon receipt by the Agent from each Lender of its
Percentage  of such  Borrowing.  Unless the Agent shall have been  notified by a
Lender prior to 1:00 p.m.  (Chicago  time) on the date a Borrowing is to be made
hereunder  that such  Lender  does not intend to make the  proceeds  of its Loan
available  to the  Agent,  the Agent may assume  that such  Lender has made such
proceeds  available to the Agent on such date and the Agent may in reliance upon
such assumption make available to the Company a  corresponding  amount.  If such
corresponding  amount is not in fact made  available to the Agent by such Lender
and the Agent has made such amount available to the Company,  the Agent shall be
entitled to receive  such amount  from such  Lender  forthwith  upon the Agent's
demand,  together with interest thereon in respect of each day during the period
commencing on the date such amount was made  available to the Company and ending
on but  excluding  the date the Agent  recovers  such amount at a rate per annum
equal to the  effective  rate charged to the Agent for  overnight  federal funds
transactions  with member  banks of the federal  reserve  system for each day as
determined  by the Agent (or in the case of a day which is not a  Business  Day,
then for the preceding  day). If such amount is not received from such Lender by
the Agent  immediately  upon demand,  the Company will, on demand,  repay to the
Agent the  proceeds  of such Loan  attributable  to such  Lender  with  interest
thereon  at a rate  per  annum  equal to the  interest  rate  applicable  to the
relevant Loan, but without such payment being considered a payment or prepayment
of a LIBOR Portion, so that the Company will have no liability under Section 
2.9 hereof with respect to such payment.

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  Section 1.4.  Extensions of the Revolving Commitments.  The Company may
advise  the  Agent in  writing  of its  desire to extend  the  Revolving  Credit
Termination  Date for an additional  364   days;  provided (i) such
request is made no earlier  than 60 days and not later than 30 days prior to the
date on which such  Revolving  Credit  Termination  Date is  scheduled to occur,
(ii)   not more than one such request for the  extension of a  Termination
Date may be made in any one calendar year and (iii) in no event shall the
Revolving Credit  Termination Date be extended beyond June   30,  2003. The
Agent shall promptly notify the Lenders of each such request.  Each Lender shall
notify the Agent in writing  within 30   days  after such Lender  receives
such notice from the Agent, whether such Lender in its sole discretion agrees to
such extension (each such Lender  agreeing to such extension  being  hereinafter
referred to as a "Consenting  Lender"). In the event that a Lender shall fail to
so  notify  the  Agent  within  such  30day  period,  whether  it agrees to such
extension,  such Lender shall be deemed to have  refused to grant the  requested
extension.  Upon  receipt by the Agent of the consent of all the Lenders  within
such 30day  period,  the  Revolving  Credit  Termination  Date or Dates shall be
automatically extended for 364 days. In the event the Company and all the
Lenders do not  consent  to the  requested  extension  of the  Revolving  Credit
Termination  Date, such Revolving  Credit  Termination  Date shall take place as
scheduled.
SECTION   2.          INTEREST AND CHANGE IN CIRCUMSTANCES.
  Section  2.1.    Interest Rate Options.
         (a) Portions.  Subject to the terms and conditions of this  Section   -
2, portions of the principal  indebtedness evidenced by the Notes (all of the
indebtedness  evidenced by the Notes  bearing  interest at the same rate for the
same period of time being  hereinafter  referred to as a "Portion")  may, at the
option of the  Company,  bear  interest  with  reference  to the  Domestic  Rate
("Domestic  Rate  Portions")  or with  reference to the Adjusted  LIBOR  ("LIBOR
Portions"),  and Portions  may be converted  from time to time from one basis to
another. All of the indebtedness  evidenced by a particular Class of Notes which
is not part of a LIBOR Portion shall  constitute a single Domestic Rate Portion.
All of the indebtedness evidenced by Notes of the same type which bears interest
with reference to a particular  Adjusted LIBOR for a particular  Interest Period
shall  constitute  a single  LIBOR  Portion.  There  shall not be more than five
(5) LIBOR  Portions  applicable to the Notes outstanding at any one time,
and each  Lender  shall have a ratable  interest  in each  Portion  based on its
Percentage.  Anything  contained  herein to the  contrary  notwithstanding,  the
obligation of the Lenders to create,  continue or effect by conversion any LIBOR
Portion shall be conditioned  upon the fact that at the time no Default or Event
of Default shall have occurred and be continuing. The Company hereby promises to
pay  interest  on  each  Portion  at the  rates  and  times  specified  in  this
Section 2.
         (b) Domestic  Rate  Portion.  Each  Domestic  Rate  Portion  shall bear
interest at the rate per annum determined by adding the Applicable Margin to the
Domestic  Rate as in effect from time to time,  provided that if a Domestic Rate
Portion  or any part  thereof  is not paid when due  (whether  by lapse of time,
acceleration or otherwise)  such Portion shall bear interest,  whether before or
after judgment,  until payment in full thereof at the rate per annum  determined
by adding 2% to the interest rate which would  otherwise be  applicable  thereto
from time to time.  Interest  on each  Domestic  Rate  Portion  shall be payable
quarterly in arrears on the last day of each March, June, September and December
in each year (commencing September 30, 1998) and at maturity of the

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applicable  Notes,  and  interest  after  maturity  (whether  by  lapse of time,
acceleration or otherwise)  shall be due and payable upon demand.  Any change in
the interest rate on the Domestic Rate Portions  resulting  from a change in the
Domestic  Rate  shall be  effective  on the date of the  relevant  change in the
Domestic Rate.
         (c) LIBOR  Portions.  Each LIBOR  Portion  shall bear interest for each
Interest Period selected  therefor at a rate per annum  determined by adding the
Applicable LIBOR Margin to the Adjusted LIBOR for such Interest Period, provided
that if any  LIBOR  Portion  is not  paid  when due  (whether  by lapse of time,
acceleration or otherwise)  such Portion shall bear interest,  whether before or
after  judgment,  until payment in full thereof  through the end of the Interest
Period then applicable  thereto at the rate per annum determined by adding 2% to
the interest rate which would otherwise be applicable thereto,  and effective at
the end of such  Interest  Period  such LIBOR  Portion  shall  automatically  be
converted  into and added to the  applicable  Domestic  Rate  Portion  and shall
thereafter  bear interest at the interest rate  applicable to such Domestic Rate
Portion after  default.  Interest on each LIBOR Portion shall be due and payable
on the last day of each Interest Period applicable  thereto and, with respect to
any Interest Period  applicable to a LIBOR Portion in excess of 3 months, on the
date occurring  every 3 months after the date such Interest  Period began and at
the end of such Interest Period,  and interest after maturity  (whether by lapse
of time,  acceleration or otherwise)  shall be due and payable upon demand.  The
Company  shall  notify the Agent on or before 11:00 a.m.  (Chicago  time) on the
third Business Day preceding the end of an Interest Period applicable to a LIBOR
Portion  whether such LIBOR Portion is to continue as a LIBOR Portion,  in which
event the Company  shall  notify the Agent of the new Interest  Period  selected
therefor,  and in the event the Company shall fail to so notify the Agent,  such
LIBOR Portion shall  automatically be converted into and added to the applicable
Domestic  Rate Portion as of and on the last day of such  Interest  Period.  The
Agent shall promptly notify each Lender of each notice received from the Company
pursuant to the foregoing provision.
  Section  2.2. Minimum LIBOR Portion Amounts. Each LIBOR Portion shall be
in an amount equal to  $1,000,000  or such  greater  amount which is an integral
multiple of $500,000.
  Section   2.3.  Computation  of  Interest.  All  interest  on the  Loans
constituting part of the Domestic Rate Portion shall be computed on the basis of
a year of 365 or 366 days,  as the case may be,  for the  actual  number of days
elapsed.  All interest on the Loans  constituting all or part of a LIBOR Portion
shall be  computed  on the basis of a year of 360 days for the actual  number of
days elapsed.
  Section 2.4. Manner of Rate Selection. The Company shall notify
the Agent by 11:00 a.m.  (Chicago  time) at least 3  Business  Days prior to the
date upon which the Company  requests  that any LIBOR Portion be created or that
any part of the  applicable  Domestic  Rate  Portion be  converted  into a LIBOR
Portion (each such notice to specify in each instance the amount thereof and the
Interest  Period  selected  therefor),  and the Agent shall promptly notify each
Lender of each  notice  received  from the  Company  pursuant  to the  foregoing
provision.  If any request is made to convert a LIBOR  Portion into another type
of Portion  available  hereunder,  such  conversion  shall only be made so as to
become effective as of the last day of the Interest Period  applicable  thereto.
All requests for the creation, continuance and conversion of Portions under this
Agreement  shall be  irrevocable.  Such  requests may be written or oral and the
Agent is hereby authorized to honor

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telephonic requests for creations,  continuances and conversions  received by it
from  any  person  the  Agent  in  good  faith  believes  to  be  an  Authorized
Representative without the necessity of independent  investigation,  the Company
hereby indemnifying the Agent and the Lenders from any liability or loss ensuing
from so acting.
  Section   2.5.  Change of Law.  Notwithstanding  any other provisions of
this  Agreement or any Note,  if at any time any Lender shall  determine in good
faith that any change in  applicable  laws,  treaties or  regulations  or in the
interpretation  thereof  makes it unlawful for such Lender to create or continue
to maintain  any LIBOR  Portion,  it shall  promptly so notify the Agent  (which
shall in turn  promptly  notify  the  Company  and the  other  Lenders)  and the
obligation of such Lender to create, continue or maintain any such LIBOR Portion
under this Agreement  shall  terminate  until it is no longer  unlawful for such
Lender to create,  continue or maintain  such LIBOR  Portion.  The  Company,  on
demand,  shall,  if the  continued  maintenance  of any such  LIBOR  Portion  is
unlawful,  thereupon  prepay the  outstanding  principal  amount of the affected
LIBOR Portion,  together with all interest accrued thereon and all other amounts
payable to affected Lender with respect thereto under this Agreement;  provided,
however,  that the  Company  may elect to convert  the  principal  amount of the
affected Portion into another type of Portion  available  hereunder,  subject to
the terms and conditions of this Agreement.
  Section   2.6.  Unavailability  of Deposits or  Inability  to  Ascertain
Adjusted  LIBOR.  Notwithstanding  any other  provision of this Agreement or any
Note, if prior to the commencement of any Interest Period,  the Required Lenders
shall  determine in good faith that  deposits in the amount of any LIBOR Portion
scheduled  to be  outstanding  during  such  Interest  Period  are  not  readily
available to such Lenders in the relevant market or, by reason of  circumstances
affecting the relevant  market,  adequate and reasonable  means do not exist for
ascertaining  Adjusted LIBOR Rate,  then such Lenders shall promptly give notice
thereof to the Agent  (which shall in turn  promptly  notify the Company and the
other Lenders) and the obligations of the Lenders to create,  continue or effect
by conversion any such LIBOR Portion in such amount and for such Interest Period
shall  terminate  until  deposits  in such  amount and for the  Interest  Period
selected by the Company shall again be readily  available in the relevant market
and adequate and reasonable means exist for ascertaining Adjusted LIBOR Rate, as
the case may be.
  Section   2.7.  Taxes and  Increased  Costs.  With  respect to any LIBOR
Portion,  if any  Lender  shall  determine  in good faith that any change in any
applicable law, treaty, regulation or guideline (including,  without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) or any new
law,  treaty,  regulation  or  guideline,  or any  interpretation  of any of the
foregoing by any governmental  authority charged with the administration thereof
or any  central  bank or  other  fiscal,  monetary  or  other  authority  having
jurisdiction  over such  Lender  or its  lending  branch  or the LIBOR  Portions
contemplated by this Agreement (whether or not having the force of law), shall:
                   (i) impose, increase, or deem applicable any reserve, special
         deposit or similar  requirement  against assets held by, or deposits in
         or for the account of, or loans by, or any other  acquisition  of funds
         or  disbursements  by, such Lender which is not in any instance already
         accounted for in computing  the interest rate  applicable to such LIBOR
         Portion;
                  (ii) subject such Lender,  any LIBOR  Portion or a Note to the
extent it evidences

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         such a Portion to any tax (including,  without  limitation,  any United
         States  interest   equalization   tax  or  similar  tax  however  named
         applicable to the  acquisition or holding of debt  obligations  and any
         interest or penalties with respect thereto),  duty, charge,  stamp tax,
         fee,  deduction or withholding in respect of this Agreement,  any LIBOR
         Portion or a Note to the  extent it  evidences  such a Portion,  except
         such  taxes as may be  measured  by the  overall  net  income  or gross
         receipts  of such  Lender or its  lending  branches  and imposed by the
         jurisdiction, or any political subdivision or taxing authority thereof,
         in which such Lender's principal executive office or its lending branch
         is located;
                 (iii) change the basis of taxation of payments of principal and
         interest due from the Company to such Lender  hereunder or under a Note
         to the extent it evidences any LIBOR Portion (other than by a change in
         taxation of the overall net income or gross  receipts of such Lender or
         its lending branches); or
                  (iv)  impose on such Lender any  penalty  with  respect to the
         foregoing or any other condition  regarding this  Agreement,  any LIBOR
         Portion, or its disbursement,  or a Note to the extent it evidences any
         LIBOR Portion;
and such  Lender  shall  determine  in good  faith that the result of any of the
foregoing  is to increase  the cost  (whether by incurring a cost or adding to a
cost) to such Lender of creating or maintaining  any LIBOR Portion  hereunder or
to reduce the amount of principal  or interest  received or  receivable  by such
Lender (without benefit of, or credit for, any prorations, exemption, credits or
other offsets available under any such laws, treaties,  regulations,  guidelines
or interpretations  thereof),  then the Company shall pay on demand to the Agent
for the  account of such Lender  from time to time as  specified  by such Lender
such additional amounts as such Lender shall reasonably determine are sufficient
to  compensate  and  indemnify  it for such  increased  cost or reduced  amount;
provided,  however,  that the  Company  shall not be  obligated  to pay any such
amount or amounts to the extent such  additional cost or payment was incurred or
paid by such Lender more than ninety  (90)   days prior to the date of the
delivery of the certificate  referred to in the immediately  following  sentence
(nothing herein to impair or otherwise affect the Company's  liability hereunder
for costs or payments subsequently incurred or paid by such Lender). If a Lender
makes such a claim for  compensation,  it shall  provide to the Company  (with a
copy to the Agent) a certificate  setting forth the computation of the increased
cost or reduced amount as a result of any event  mentioned  herein in reasonable
detail and such certificate shall be conclusive if reasonably determined.
  Section   2.8.  Change in Capital Adequacy  Requirements.  If any Lender
shall  determine that the adoption after the date hereof of any applicable  law,
rule or regulation  regarding  capital  adequacy,  or any change in any existing
law, rule or regulation,  or any change in the  interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration  thereof, or compliance by such Lender
(or any of its  branches) or any  corporation  controlling  such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority,  central bank or comparable  agency, has or would
have  the  effect  of  reducing  the rate of  return  on such  Lender's  or such
corporation's  capital,  as the case may be, as a  consequence  of such Lender's
obligations  hereunder or for the credit which is the subject matter hereof to a
level below that which such Lender or such  corporation  could have achieved but
for such adoption, change or compliance

                                                      -10-



<PAGE>



(taking into  consideration  such Lender's or such  corporation's  policies with
respect to liquidity and capital adequacy) by an amount deemed by such Lender to
be material,  then from time to time,  within  fifteen  (15)   days  after
demand by such  Lender,  the  Company  shall pay to the Agent for the account of
such Lender such  additional  amount or amounts  reasonably  determined  by such
Lender as will  compensate such Lender for such  reduction;  provided,  however,
that the Company shall not be obligated to compensate  such Lender to the extent
its rate of return was so reduced more than ninety (90) .days prior to the
date of such demand (nothing herein to impair or otherwise  affect the Company's
liability  hereunder to compensate  for  subsequent  reductions in such Lender's
rate of return).
  Section  2.9. Funding Indemnity. In the event any Lender shall incur any
loss, cost or expense (including,  without limitation,  any loss (including loss
of  profit),   cost  or  expense  incurred  by  reason  of  the  liquidation  or
reemployment of deposits or other funds acquired or contracted to be acquired by
such Lender to fund or maintain its part of any LIBOR  Portion or the  relending
or  reinvesting  of such  deposits or other funds or amounts  paid or prepaid to
such Lender) as a result of:
                   (i) any  payment of a LIBOR  Portion on a date other than the
         last day of the then applicable Interest Period for any reason, whether
         before or after default, and whether or not such payment is required by
         any provisions of this Agreement; or
                  (ii) any failure by the Company to create, borrow, continue or
         effect by conversion a LIBOR Portion on the date  specified in a notice
         given pursuant to this Agreement;
then, upon the demand of such Lender, the Company shall pay to the Agent for the
account of such Lender such amount as will  reimburse such Lender for such loss,
cost or expense. If a Lender requests such a reimbursement,  it shall provide to
the  Company  (with  a copy  to the  Agent)  a  certificate  setting  forth  the
computation  of the  loss,  cost  or  expense  giving  rise to the  request  for
reimbursement in reasonable  detail and such certificate  shall be conclusive if
reasonably  determined;  provided,  however,  that  the  Company  shall  not  be
obligated  to pay any such  amount or amounts to the extent  such loss,  cost or
expense was incurred by such Lender more than ninety  (90)   days prior to
the date of the  delivery  of such  certificate  (nothing  herein  to  impair or
otherwise  affect  the  Company's  liability  hereunder  to  compensate  for any
subsequent loss, cost, or expense incurred by such Lender).
 Section   2.10.  Lending Branch. Each Lender may, at its option, elect to
make,  fund or  maintain  its pro  rata  share  of the  Loans  hereunder  at the
branches,  offices,  subsidiaries or affiliates specified on the signature pages
hereof  or on any  Assignment  Agreement  executed  and  delivered  pursuant  to
Section 11.10 hereof or at such of its branches, offices, subsidiaries or
affiliates  as such  Lender may from time to time  elect.  All the terms of this
Agreement shall only apply to any such branch, office,  subsidiary or affiliates
and the Loans and Notes issued hereunder shall be deemed held by each Lender for
the benefit of any such branch, office,  subsidiary or affiliate.  To the extent
reasonably  possible,  a Lender shall  designate an alternate  branch or funding
office  with  respect to its pro rata share of the LIBOR  Portions to reduce any
liability of the Company to such Lender under  Section   2.7  hereof or to
avoid the  unavailability  of an interest rate option under  Section   2.6
hereof,  so long as such  designation  is not otherwise  disadvantageous  to the
Lender.

                                                      -11-


<PAGE>



 Section  2.11.   Discretion   of  Lenders  as  to  Manner  of  Funding.
Notwithstanding  any provision of this  Agreement to the  contrary,  each Lender
shall be  entitled  to fund and  maintain  its funding of all or any part of its
Notes in any  manner it sees fit,  it being  understood,  however,  that for the
purposes of this  Agreement all  determinations  hereunder  (including,  without
limitation,  determinations under Sections   2.6, 2.7 and 2.9 hereof) shall
be made as if each Lender had actually  funded and maintained each LIBOR Portion
during each Interest Period applicable  thereto through the purchase of deposits
in the  relevant  market  in the  amount  of its pro rata  share  of such  LIBOR
Portion, having a maturity corresponding to such Interest Period, and bearing an
interest  rate equal to the LIBOR  Rate,  as the case may be, for such  Interest
Period. SECTION  3. FEES, PREPAYMENTS AND TERMINATIONS.
  Section        3.1.    Fees.
         (a) Facility  Fee. For the period from and including the date hereof to
but not including the Revolving Credit  Termination  Date, the Company shall pay
to the Agent for the account of the  Lenders a facility  fee at the rate of 1/10
of 1%  (0.10%)  per annum  (computed  on the basis of a year of 360 days for the
actual  number of days  elapsed) on the average  daily  amount of the  Revolving
Credit  Commitments  (whether or not in use). Such facility fee shall be payable
quarterly in arrears on the last day of each March, June, September and December
in each year (commencing  December   31, 1998) and on the Revolving Credit
Termination Date.
         (b) Agent's Fee. On July   30,  1999 and on the date occurring on
each  anniversary of such date when any credit,  or commitment to extend credit,
is outstanding  hereunder,  the Company shall pay to the Agent,  for its own use
and  benefit,  an Agent's  fee as  mutually  agreed  upon by the Company and the
Agent.
  Section   3.2.  Voluntary  Prepayments.   The  Company  shall  have  the
privilege of prepaying the Notes in whole or in part (but if in part,  then in a
minimum amount of $500,000 or such greater amount which is an integral  multiple
of $100,000 as to any particular  class of Notes being prepaid) at any time upon
notice to the Agent prior to 11:00 a.m.  (Chicago time) on the date fixed
for prepayment (such notice if received  subsequent to 11:00 a.m. (Chicago time)
on a given day to be treated as though  received  at the  opening of business on
the next Business Day), of which the Agent shall promptly so notify the Lenders,
by paying to the Agent for the account of the Lenders the principal amount to be
prepaid and  (i)   if such a  prepayment  prepays the Notes in full and is
accompanied  by the  termination in whole of the Revolving  Credit  Commitments,
accrued  interest  thereon to the date of prepayment and (ii) any amounts
due to the Lenders under Section 2.9 hereof.
  Section   3.3.  Terminations.   The Company shall have the
right at any time and from time to time,  upon 5 Business  Days' prior notice to
the Agent (which shall  promptly so notify the  Lenders),  to ratably  terminate
without  premium or penalty and in whole or in part (but if in part,  then in an
aggregate  amount not less than  $1,000,000  or such greater  amount which is an
integral  multiple of $500,000)  the  Revolving  Credit  Commitments;  provided,
however,  that the Revolving Credit  Commitments may not be reduced to an amount
less than the aggregate principal amount of the Loans then outstanding.
  Section   3.4.  Place and  Application  of  Payments.  All  payments  of
principal,  interest, fees and all other Obligations payable hereunder and under
the other  Loan  Documents  shall be made to the Agent at its office at 111 West
Monroe Street, Chicago, Illinois (or at such other place as the

                                                      -12-

 

<PAGE>



Agent may  specify) on the date any such  payment is due and  payable.  Payments
received by the Agent after 11:00 a.m.  (Chicago time) shall be deemed  received
as of the opening of business on the next Business Day. All such payments  shall
be made in  lawful  money  of the  United  States  of  America,  in  immediately
available funds at the place of payment,  without  set-off or  counterclaim  and
without  reduction  for,  and free from,  any and all  present or future  taxes,
levies, imposts, duties, fees, charges, deductions,  withholdings,  restrictions
and  conditions  of any  nature  imposed  by  any  government  or any  political
subdivision or taxing  authority  thereof (but excluding any taxes imposed on or
measured  by the net  income of any  Lender).  Except as  herein  provided,  all
payments  shall be received by the Agent for the ratable  account of the Lenders
and shall be promptly distributed by the Agent ratably to the Lenders. Principal
payments  (including  prepayments)  on the Notes  shall  first be applied to the
Domestic  Rate  Portion of such Notes until  payment in full  thereof,  with any
balance  applied to LIBOR  Portions  of such  Notes in the order in which  their
Interest Periods expire.
         Anything contained herein to the contrary notwithstanding, all payments
and collections received in respect of the Obligations, in each instance, by the
Agent or any of the Lenders after the occurrence of an Event of Default shall be
remitted to the Agent and distributed as follows:
                   (a)  first,  to the  payment  of any  outstanding  costs  and
         expenses  incurred by the Agent in protecting,  preserving or enforcing
         rights under this Agreement or any of the other Loan Documents,  and in
         any event  including  all costs and  expenses of a character  which the
         Company has agreed to pay under Section   11.4 hereof (such funds
         to be  retained  by  the  Agent  for  its  own  account  unless  it has
         previously  been reimbursed for such costs and expenses by the Lenders,
         in which  event  such  amounts  shall be  remitted  to the  Lenders  to
         reimburse them for payments theretofore made to the Agent);
                   (b)  second,  to the payment of any  outstanding  interest or
         other fees or amounts due under this Agreement or any of the other Loan
         Documents other than for principal, pro rata as among the Agent and the
         Lenders in accord  with the amount of such  interest  and other fees or
         amounts owing each;
                   (c) third, to the payment of the principal of the Notes,  pro
         rata as among the  Lenders in accord  with the then  respective  unpaid
         principal balances of the Notes;
                   (d)  fourth,  to the Agent and the Lenders pro rata in accord
         with the amounts of any other indebtedness,  obligations or liabilities
         of the Company  owing to them and secured by the  Collateral  Documents
         unless and until all such  indebtedness,  obligations  and  liabilities
         have been fully paid and satisfied; and
                   (e) fifth, to the Company or to whoever the Agent  reasonably
         determines to be lawfully entitled thereto.
  Section   3.5.  Notations.  Each Loan made against a Note, the status of
all  amounts  evidenced  by a Note as  constituting  part of the  Domestic  Rate
Portion or a LIBOR Portion,  and, in the case of any LIBOR Portion, the rates of
interest and Interest  Periods  applicable  to such Portion shall be recorded by
the relevant  Lender on its books and records or, at its option in any instance,
endorsed  on a schedule  to the  applicable  Note of such  Lender and the unpaid
principal balance and status, rates and Interest Periods so recorded or endorsed
by such Lender  shall be prima facie  evidence in any court or other  proceeding
brought to enforce such Note of the principal

                                                      -13-

 

<PAGE>



amount  remaining  unpaid  thereon,  the  status of the Loan or Loans  evidenced
thereby and the interest rates and Interest Periods applicable thereto; provided
that the failure of a Lender to record any of the  foregoing  shall not limit or
otherwise  affect the obligation of the Company to repay the principal amount of
each Note together with accrued interest thereon.

SECTION  4. GUARANTIES.

  Section 4.1. Subsidiary  Guaranties.  The Loans and other Obligations shall be
guaranteed by each Material  Subsidiary pursuant to a written guaranty from such
Material Subsidiary in form and substance reasonably  acceptable to the Required
Lenders;  provided that no such guaranty shall be required from Anicom Canada so
long as 65% of the  capital  stock of Anicom  Canada is  pledged  to secure  the
obligations under the Pledge Agreement.

SECTION  5.          DEFINITIONS; INTERPRETATION.
  Section 5.1. Definitions.  The following terms when used herein shall have the
following meanings: "Acquisition" means (i) the acquisition of all or any
substantial part of the assets,  property or business of any other person,  firm
or corporation,  or (ii) any acquisition of a majority of common stock, warrants
or other equity securities of any firm or corporation.  "Adjusted LIBOR" means a
rate per annum determined by the Agent in accordance with the following formula:


                    Adjusted  LIBOR  =         LIBOR 
                                        ----------------------
                                        100%-Reserve Percentage  

"Reserve  Percentage"  means, for the purpose of computing  Adjusted
LIBOR,  the  maximum  rate  of  all  reserve  requirements  (including,  without
limitation,  any marginal,  emergency,  supplemental or other special  reserves)
imposed  by the  Board  of  Governors  of the  Federal  Reserve  System  (or any
successor)  under  Regulation  D on  Eurocurrency  liabilities  (as such term is
defined in Regulation D) for the applicable  Interest Period as of the first day
of  such  Interest  Period,  but  subject  to any  amendments  to  such  reserve
requirement  by such  Board  or its  successor,  and  taking  into  account  any
transitional adjustments thereto becoming effective during such Interest Period.
For  purposes  of  this  definition,  LIBOR  Portions  shall  be  deemed  to  be
Eurocurrency liabilities as defined in Regulation D without benefit of or credit
for  prorations,  exemptions or offsets under  Regulation D. "LIBOR" means,  for
each Interest Period,  (a) the LIBOR Index Rate for such Interest Period,
if such rate is  available,  and  (b) if the LIBOR  Index Rate cannot be
determined,  the arithmetic  average of the rates of interest per annum (rounded
upward,  if necessary,  to the nearest  1/100th of 1%) at which deposits in U.S.
Dollars in  immediately  available  funds are offered to the Agent at 11:00 a.m.
(London,  England  time) 2 Business  Days before the  beginning of such Interest
Period by 3 or more major banks in the interbank  eurodollar  market selected by
the Agent for a period equal to such  Interest  Period and in an amount equal or
comparable to the applicable LIBOR Portion  scheduled to be outstanding from the
Agent during such Interest  Period.  "LIBOR Index Rate" means,  for any Interest
Period,  the rate per annum (rounded upwards,  if necessary,  to the next higher
one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a
period equal to such Interest  Period which appears on the Telerate Page 3750 as
of 11:00 a.m.  (London,  England  time) on the date 2 Business  Days  before the
commencement  of such Interest  Period.  "Telerate  Page 3750" means the display
designated as "Page 3750" on the Telerate Service (or such other page as

                                                      -14-

 

<PAGE>



may replace Page 3750 on that service or such other  service as may be nominated
by the British Bankers' Association as the information vendor for the purpose of
displaying  British  Banker's  Association  Interest  Settlement  Rates for U.S.
Dollar  deposits).  Each  determination  of  LIBOR  made by the  Agent  shall be
conclusive and binding on the Company and the Lenders absent manifest error.
         "Affiliate"  means any Person  directly or  indirectly  controlling  or
controlled by, or under direct or indirect common control with,  another Person.
A Person  shall be deemed to control  another  Person for the  purposes  of this
definition  if such  Person  possesses,  directly  or  indirectly,  the power to
direct,  or cause the  direction  of, the  management  and policies of the other
Person,  whether through the ownership of voting  securities,  common directors,
trustees or officers, by contract or otherwise.
         "Agent" means Harris Trust and Savings Bank and any  successor  thereto
appointed pursuant to Section 10.1 hereof.
         "Agreement"  means this Credit  Agreement,  as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.
         "Anicom Canada" means Anicom Multimedia Wiring Systems Incorporated,  a
corporation organized under the laws of Nova Scotia, Canada.
          "Applicable  Margin"  shall mean with  respect to each type of Portion
specified  below the rate  specified  for such  Obligation  in the chart  below,
subject to quarterly adjustment as hereinafter provided:


       When Following                Applicable                   Applicable
   Status Exists For any               Margin                     Margin For
           Margin                For Domestic Rate                  LIBOR
     Determination Date             Portion Is:                  Portions Is:


Level I Status                        (0.50%)                        .50%

Level II Status                       (0.50%)                        .75%

Level III Status                      (0.50%)                       .875%

Level IV Status                       (0.25%)                       1.00%

provided,  however, that all of the foregoing percentages set forth in the chart
above are subject to the following:
                   (i) on or before  the date that is ten  (10)   Business
         Days after the latest  date by which the Company is required to deliver
         a Compliance  Certificate to the Agent for a given quarterly accounting
         period pursuant to Section   8.5(c) hereof (each date that is ten
         Business

                                                      -15-

 

<PAGE>



         Days after the latest  date by which the Company is required to deliver
         a Compliance  Certificate to the Agent being herein  referred to as the
         "Margin Determination Date"), the Agent shall determine whether Level I
         Status,  Level II Status, Level III Status or Level IV Status exists as
         of the close of the  applicable  quarterly  accounting  period (each, a
         "quarterly test period") and shall also determine the Interest Coverage
         Ratio and Debt to Earnings  Ratio as of such close,  in each case based
         upon such Compliance Certificate and the financial statements delivered
         to the Agent under  Section   8.5 hereof for such  quarterly test
         period, and shall promptly notify the Company of such determination and
         of any change in the Applicable Margin resulting therefrom;
                  (ii) the Applicable Margin for the Loans shall be the rate set
         forth in the chart above,  after giving effect to adjustments  pursuant
         to  clause   (iii) of this  proviso  below,  unless the  Interest
         Coverage  Ratio as of the close of such  quarterly  test period is less
         than 2.5 to<-1- 32>1.0.  In such event,  the Applicable  Margin for the
         Loans in each case shall be .0625% above the rate  otherwise  specified
         hereunder  (after giving effect to adjustments  pursuant to such clause
         (iii) hereof);
                 (iii) the Applicable Margin for the Loans shall be the rate set
         forth in the chart above,  after giving effect to adjustments  pursuant
         to  clause   (ii)  of this  proviso  above,  unless  the  Debt to
         Earnings Ratio as of the close of the relevant quarterly test period is
         greater than 2.75 to 1.0. In such event, the Applicable  Margin for the
         Loans in each case  shall be .25%  above the rate  otherwise  specified
         hereunder  (after giving effect to adjustments  pursuant to such clause
         (ii) hereof);
                  (iv) any change in the  Applicable  Margin  (except for such a
         change pursuant to clause  (iii) hereof) shall be effective as of
         such Margin  Determination  Date,  with such new  Applicable  Margin to
         continue in effect  until the next Margin  Determination  Date.  If the
         Company has not  delivered a  Compliance  Certificate  by the date such
         Compliance  Certificate is required to be delivered  under  Section 
         8.5 hereof,  until a Compliance  Certificate is delivered before the
         next Margin  Determination  Date,  the  Applicable  Margin shall be the
         Applicable  Margin for Level IV Status as if the Debt to Earnings Ratio
         as calculated  for purposes of clause   (iii)  above were greater
         than 2.75 to 1.0. If the  Company  subsequently  delivers a  Compliance
         Certificate before the next Margin  Determination  Date, the Applicable
         Margin  established by such  Compliance  Certificate  shall take effect
         from the date ten  (10)   Business  Days  after  the date of such
         delivery and remain effective until the next Margin Determination Date;
         and
                   (v) the initial Applicable Margin in effect through the first
         Margin  Determination  Date shall be the Applicable  Margin for Level I
         Status.  "Assignment  Agreements"  is defined in  Section   11.10
         hereof.  "Authorized  Representative"  means those persons shown on the
         list of officers provided by
the Company  pursuant to  Section   7.2(a)  hereof or on any update of any
such list  provided  by the Company to the Agent,  or any  further or  different
officer of the Company so named by any Authorized  Representative of the Company
in a written notice to the Agent.
         "Borrowing"  means  the  total of Loans  of a single  type  made to the
Company by all the Lenders on a single date, and if such Loans are to be part of
a LIBOR Portion, for a single Interest

                                                      -16-


<PAGE>



Period.  Borrowings  of Loans are made and  maintained  ratably from each of the
Lenders according to their Percentages of the applicable Commitments.
         "Business  Day" means any day other than a Saturday  or Sunday on which
banks are not  authorized  or required to close in Chicago,  Illinois  and, when
used with  respect to LIBOR  Portions,  a day on which banks are also dealing in
United States Dollar deposits in London, England and Nassau, Bahamas.
         "Canadian Debt" means the  indebtedness of Anicom Canada arising from a
loan made by the Canadian Lender in an aggregate  principal  amount equal to the
U.S.  Dollar  equivalent of $35,000,000 to finance a like amount of the purchase
price payable by Anicom Canada for the Texcan Acquisition.
         "Canadian Lender" means a commercial bank in Canada.
          "Capital  Lease" means any lease of Property which in accordance  with
GAAP is required to be capitalized on the balance sheet of the lessee.
         "Capitalized  Lease Obligation" means the amount of the liability shown
on the balance sheet of any Person in respect of a Capital  Lease  determined in
accordance with GAAP.
         "Code" means the Internal  Revenue  Code of 1986,  as amended,  and any
successor statute thereto.
         "Company" is defined in the introductory paragraph hereof.
         "Compliance Certificate" is defined in Section  8.5 hereof.
         "Consolidated Net Income" means, for any period, the net income (or net
loss)  of the  Company  and its  Subsidiaries  for  such  period  computed  on a
consolidated  basis  in  accordance  with  GAAP,  including  without  limitation
interest income and, without limiting the foregoing,  after deduction from gross
income of all  expenses  and  reserves,  including  reserves for all taxes on or
measured by income,  but excluding any extraordinary  profits and also excluding
any taxes on such profits.
         "Convertible   Preferred   Stock"  shall  mean  the   Series B
Convertible Preferred Stock issued by the Company on September 21, 1998.
         "Controlled   Group"  means  all  members  of  a  controlled  group  of
corporations and all trades or businesses  (whether or not  incorporated)  under
common control which, together with the Company or any of its Subsidiaries,  are
treated as a single employer under Section 414 of the Code.
         "Current Ratio" means, as of any time the same is to be determined, the
ratio  of  current  assets  of the  Company  and  its  Subsidiaries  to  current
liabilities  of  the  Company  and  its  Subsidiaries,  all as  determined  on a
consolidated  basis in accordance with GAAP  consistently  applied,  but, in any
event subject to the following restrictions and limitations:
                   (a) current  liabilities  for such purposes shall include all
         loans  outstanding  hereunder or under the Long-Term  Credit  Agreement
         which mature within one year of such date of determination;
                   (b) current  liabilities  for such purposes shall exclude all
         Special Post-Closing Acquisition Liabilities; and
                   (c)  current  assets  for such  purposes  shall  include  all
         prepaid  expenses.  "Debt to Earnings  Ratio" means, as of any time the
         same is to be determined, the ratio of
Total  Funded  Debt at such time to EBITDA for the four  fiscal  quarters of the
Company then ended.

                                                      -17-

 

<PAGE>



         "Default"  means any event or condition the  occurrence of which would,
with the passage of time or the giving of notice,  or both,  constitute an Event
of Default.
         "Domestic Rate" means,  for any day, the greater of (i) the rate
of  interest  announced  by the Agent from time to time as its prime  commercial
rate,  as in effect on such day (it being  understood  and agreed that such rate
may not be the Agent's best or lowest rate);  and (ii) the sum of (x) 
the rate  determined  by the Agent to be the  average  (rounded  upwards,  if
necessary,  to the next higher 1/100 of 1%) of the rates per annum quoted to the
Agent at approximately  10:00 a.m.  (Chicago time) (or as soon thereafter
as is  practicable)  on such day (or, if such day is not a Business  Day, on the
immediately  preceding  Business  Day)  by two or  more  Federal  funds  brokers
selected  by the Agent for the sale to the Agent at face value of Federal  funds
in an amount equal or comparable  to the principal  amount owed to the Agent for
which such rate is being determined, plus (y) 1/2 of 1%.
         "Domestic Rate Portions" is defined in Section >2.1(a) hereof. 
         "EBIT" means, for any period, Consolidated Net Income for such period 
plus all amounts deducted in arriving at such Consolidated Net Income amount for
such period for  Interest  Expense  and for  foreign,  federal,  state and local
income tax expense.
         "EBITDA" means,  for any period,  EBIT for such period plus all amounts
deducted in arriving at such EBIT in respect of all (i) amounts properly charged
for  depreciation  of fixed  assets  and  amortization  of  Capital  Leases  and
intangible  assets  during  such  period  on the  books of the  Company  and its
Subsidiaries  and (ii) (to the extent  such  period  includes  the third  fiscal
quarter of the fiscal year the  Company  ended on or about  December   31,
1998) all the Fiscal 1998  Charges  during such  period,  all as  determined  in
accordance with GAAP.
         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, or any successor statute thereto.
         "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.
         "Existing Lenders" means Harris Trust and Savings Bank, The First
National Bank of Chicago and LaSalle National Bank.
         "Existing Credit Agreement" means the Short-Term Credit Agreement dated
as of June 30, 1998, among the Company, Harris Trust and Savings Bank, as
Agent and the Existing Lenders, as amended and supplemented.
         "Fiscal 1998 Charges" means up to $5,158,000 of the charges taken by
the Company  against its earnings in the third fiscal quarter of its fiscal year
ended on or about December 31, 1998 for the Company's costs (including  internal
costs)  related  to the  Texcan  Acquisition  (including  the  consolidation  of
redundant facilities).
         "GAAP" means generally accepted accounting principles as in effect from
time to time,  applied by the Company and its Subsidiaries on a basis consistent
with the preparation of the Company's most recent financial statements furnished
to the Lenders pursuant to Section 6.5 hereof.
         "Guarantor"  means each  Material  Subsidiary  (other than,  subject to
Section 4.1,  Anicom Canada) of the Company that executes and delivers to
the Agent a Guaranty Agreement.
         "Guaranty   Agreement"   means  each  guaranty  issued  by  a  Material
Subsidiary to the Agent guaranteeing all or any Obligations.
         "Indebtedness  for  Borrowed  Money"  means  for  any  Person  (without
duplication)  (i)  all  indebtedness  created,  assumed or incurred in any
manner by such Person representing money

                                                      -18-



<PAGE>



borrowed  (including  by the  issuance  of  debt  securities),  (ii)   all
indebtedness for the deferred purchase price of property or services (other than
trade accounts  payable arising in the ordinary course of business which are not
more than sixty  (60)   days  past  due),  (iii)   all  indebtedness
secured by any Lien upon Property of such Person, whether or not such Person has
assumed or become liable for the payment of such  indebtedness,  (iv) all
Capitalized Lease  Obligations of such Person and (v) all  obligations of
such Person on or with respect to letters of credit,  bankers'  acceptances  and
other extensions of credit whether or not representing  obligations for borrowed
money.
         "Intangible Assets" means, as of any time the same is to be determined,
goodwill, patents, trademarks,  copyrights and franchises of the Company and its
Subsidiaries  (including,  without  limitation,  unamortized  debt  discount and
expense,  organization  costs and  deferred  research and  development  expense)
determined on a consolidated basis in accordance with GAAP.
         "Interest  Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease  Obligations  and all  amortization  of debt  discount and expense) of the
Company and its Subsidiaries for such period as computed on a consolidated basis
in accordance with GAAP.
         "Interest Period" means, with respect to any LIBOR Portion,  the period
commencing on, as the case may be, the creation, continuation or conversion date
with respect to such LIBOR Portion and ending 1, 2, 3 or 6 months  thereafter as
selected by the Company in its notice as provided herein;  provided that, all of
the  foregoing  provisions  relating  to  Interest  Periods  are  subject to the
following:
                   (i) if any Interest Period would otherwise end on a day which
         is not a Business Day,  that  Interest  Period shall be extended to the
         next succeeding  Business Day, unless in the case of an Interest Period
         for a LIBOR Portion the result of such extension would be to carry such
         Interest  Period  into  another  calendar  month  in which  event  such
         Interest Period shall end on the immediately preceding Business Day;
                  (ii) no Interest  Period may extend beyond the final  maturity
         date of the relevant Notes;
                 (iii) the interest  rate to be  applicable  to each Portion for
         each  Interest  Period shall apply from and  including the first day of
         such Interest Period to but excluding the last day thereof; and
                  (iv) no Interest Period may be selected if after giving effect
         thereto  the  Company  will  be  unable  to  make a  principal  payment
         scheduled to be made during such Interest Period without paying part of
         a LIBOR  Portion  on a date  other  than the  last day of the  Interest
         Period applicable thereto.
For purposes of determining an Interest  Period, a month means a period starting
on one day in a calendar month and ending on a numerically  corresponding day in
the next calendar month, provided,  however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest  Period is to end, then such  Interest  Period shall end on
the last Business Day of such month.
         "Lender"  means Harris Trust and Savings  Bank,  the other  signatories
hereto (other than the Company) and all other lenders  becoming  parties  hereto
pursuant to Section 11.10 hereof.
         "Leverage Ratio" means, as of any time the same is to be determined, 
the ratio of Total

                                                      -19-


<PAGE>



Funded Debt of the Company and its Subsidiaries to Total  Capitalization  of the
Company and its  Subsidiaries,  all as  determined  on a  consolidated  basis in
accordance with GAAP.
         "Level I Status" shall mean, for any Margin  Determination Date,
that as of the close of the quarterly  test period with  reference to which such
Margin  Determination  Date was set, the Pricing  Leverage Ratio is less than or
equal to 10%.
         "Level II Status" shall mean, for any Margin  Determination  Date, that
as of the close of the quarterly test period with reference to which such Margin
Determination  Date was set, the Pricing  Leverage Ratio is greater than 10% but
less than or equal to 20%.
         "Level III Status" shall mean, for any Margin  Determination Date, that
as of the close of the quarterly test period with reference to which such Margin
Determination  Date was set, the Pricing  Leverage Ratio is greater than 20% but
less than or equal to 30%.
         "Level IV Status" shall mean, for any Margin  Determination  Date, that
as of the close of the quarterly test period with reference to which such Margin
Determination Date was set, the Pricing Leverage Ratio is greater than 30%.
         "LIBOR Portions" means and includes LIBOR Portions,  unless the context
in which such term is used shall otherwise require.
         "LIBOR Portions" is defined in Section 2.1(a) hereof.
         "Lien" means any mortgage,  lien, security interest,  pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor  under  any  conditional  sale,  Capital  Lease or other  title
retention arrangement.
         "Loan  Documents"  means  this  Agreement,  the Notes,  the  Assignment
Agreements  and each other  instrument or document to be delivered  hereunder or
thereunder or otherwise in connection therewith.
         "Loans" is defined is Section 1.2 hereof.
         "Long-Term Credit Agreement" means that certain LongTerm  Multicurrency
Credit Agreement dated as of even date herewith among the Company,  Harris Trust
and Savings Bank, individually and as agent, The First National Bank of Chicago,
LaSalle  National Bank, Bank of America  National Trust and Savings  Association
and  the  other  lenders  from  time to  time  party  thereto,  as  amended  and
supplemented from time to time.
         "Material  Subsidiary"  means any Subsidiary which has, as of the close
of any  completed  fiscal year of the  Company  (commencing  with the  Company's
fiscal year ending December 31, 1996), EBITDA for any such fiscal year (directly
and together with its subsidiaries) greater than 7% of the EBITDA of the Company
and its  Subsidiaries  for any  such  fiscal  year on a  consolidated  basis  in
accordance with GAAP.
         "Non-Material Subsidiary" means each Subsidiary other than a Material
Subsidiary.
         "Notes" is defined in Section 1.2 hereof.
         "Obligations" means all obligations of the Company to pay principal and
interest on the Loans,  all fees and charges  payable  hereunder,  and all other
payment  obligations  of the  Company  arising  under or in relation to any Loan
Document,  in each case  whether now existing or  hereafter  arising,  due or to
become due, direct or indirect, absolute or contingent, and howsoever evidenced,
held or acquired.
         "PBGC" means the Pension Benefit Guaranty Corporation or any Person 
succeeding to any

                                                      -20-



<PAGE>



or all of its functions under ERISA.
         "Percentage"  means,  for each Lender,  the percentage of the Revolving
Credit Commitments  represented by such Lender's Revolving Credit Commitment or,
if the Revolving Credit Commitments have been terminated, the percentage held by
such Lender of the aggregate principal amount of all outstanding Obligations.
         "Person" means an individual,  partnership,  corporation,  association,
trust,   unincorporated  organization  or  any  other  entity  or  organization,
including a government or agency or political subdivision thereof.
         "Plan"  means any  employee  pension  benefit plan covered by Title 
IV of ERISA or subject to the minimum  funding  standards  under  Section 
412 of the Code  that  either  (i)   is  maintained  by a member of the
Controlled Group for employees of a member of the Controlled  Group, or (ii) 
is  maintained  pursuant to a  collective  bargaining  agreement or any other
arrangement under which more than one employer makes  contributions and to which
a member of the  Controlled  Group is then making or accruing an  obligation  to
make   contributions   or  has  within  the  preceding   five  plan  years  made
contributions.
         "Pledge Agreement" means that certain Pledge Agreement dated as of even
date herewith between the Company and the Agent.
         "Portion" is defined in Section 2.1(a) hereof.
         "Pricing  Leverage  Ratio"  means,  as of any  time  the  same is to be
determined,  the  ratio of Total  Funded  Debt to  Total  Capitalization  of the
Company and its  Subsidiaries,  all as  determined  on a  consolidated  basis in
accordance with GAAP.
         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.
         "Put/Call  Agreement" means any contract whereby the Company  obligates
itself to purchase the Canadian Debt from the Canadian Lender.
         "Required  Lenders"  means, as of the date of  determinations  thereof,
those Lenders holding at least 66-2/3% of the Revolving  Credit  Commitments or,
in the event that no Revolving  Credit  Commitments are  outstanding  hereunder,
holding at least 66-2/3% in aggregate principal amount of the Loans.
         "Revolving Credit" is defined in Section 1.1 hereof.
         "Revolving Credit  Commitments" means the commitments of the Lenders to
extend credit under the Revolving Credit in the amounts set forth opposite their
signatures hereto under the heading  "Revolving Credit  Commitment" and opposite
their  signatures on Assignment  Agreements  delivered  pursuant to  Section 
11.10 hereof under the heading "Revolving Credit Commitment", as such amounts
may be reduced pursuant hereto.
         "Revolving Credit Note" is defined in Section 1.2 hereof.
         "Revolving Credit Termination Date" means June 30, 1999, or such
earlier date on which the Revolving  Credit  Commitments are terminated in whole
pursuant to  Section   3.3,  9.2 or 9.3  hereof,  or in such later date to
which the Revolving Credit  Termination Date is extended pursuant to Section 1.4
hereof.
         "Shareholders'  Equity"  means,  as  of  any  time  the  same  is to be
determined,  the sum (without  duplication) of (i)   shareholders'  equity
(including all capital stock, additional

                                                      -21-



<PAGE>



paid-in-capital  and retained  earnings  after  deducting  treasury  stock,  but
excluding minority interests in subsidiaries)  which would appear on the balance
sheet of the Company and its  Subsidiaries  plus (to the extent not  included in
such Shareholders'  Equity) (ii) the Convertible  Preferred Stock, all as
determined on a consolidated basis in accordance with GAAP.
         "SEC" means the Securities and Exchange Commission or any successor
 agency thereto.
         "Special Post-Closing Acquisition Liabilities" means as of any time, 
those  liabilities  established by the Company after making an Acquisition which
survive such Acquisition  associated with the Property or Person so acquired, or
the employees of such Person,  to the extent (i) such  liabilities are reflected
as a current  liability in accordance with GAAP on a consolidated  balance sheet
of the Company and its  Subsidiaries,  (ii) the creation of such  liabilities is
offset  by a  concurrent  debit of like  amount in  accordance  with GAAP to the
goodwill of the Company and its  Subsidiaries  and (iii) such  liabilities  have
been reasonably described in the most recent Compliance Certificate submitted to
the Agent.
         "Subordinated  Indebtedness"  means,  as of any  time the same is to be
determined,  indebtedness of the Company or any Subsidiary subordinated in right
of payment to the  Obligations,  pursuant to documentation  containing  interest
rates, payment terms, maturities,  amortization schedules,  covenants, defaults,
remedies,  subordination  provisions  and  other  material  terms  in  form  and
substance satisfactory to the Lenders. The Lenders further acknowledge and agree
that  subordination  provisions  in the form or  substantially  the form annexed
hereto as Exhibit D constitute  subordination  provisions satisfactory in
form and substance to the Lenders.
         "Subsidiary" means any corporation or other Person more than 50% of the
outstanding  ordinary voting shares or other equity interests of which is at the
time  directly  or  indirectly  owned  by the  Company,  by one or  more  of its
Subsidiaries, or by the Company and one or more of its Subsidiaries.
         "Tangible  Net  Worth"  means,  as  of  any  time  the  same  is  to be
determined, Shareholders' Equity less the sum of (i) all notes receivable
from  officers and  employees of the Company and its  Subsidiaries  and (ii) 
 Intangible Assets.
         "Texcan"   means,   collectively,   Texcan   Cables,   Inc.,  a  Nevada
corporation, Texcan Cables International,  Inc., a Nevada corporation and Texcan
Cables Limited, a Canadian corporation.
         "Texcan  Acquisition" means the acquisition of all or substantially all
of the assets of Texcan by Anicom Canada on September   21,  1998 pursuant
to that certain Asset Purchase  Agreement dated as of September   21, 1998
between the Company, Anicom Canada and Texcan.
         "Total Capitalization" means the sum of Total Funded Debt and 
Shareholders' Equity.
         "Total Funded Debt" means, at any time the same is to be determined, 
the  aggregate of all  Indebtedness  for  Borrowed  Money of the Company and its
Subsidiaries at such time, plus all Indebtedness for Borrowed Money of any other
Person which is directly or  indirectly  guaranteed by the Company or any of its
Subsidiaries  or  which  the  Company  or  any of its  Subsidiaries  has  agreed
(contingently  or otherwise)  to purchase or otherwise  acquire or in respect of
which the Company or any of its  Subsidiaries  has otherwise  assured a creditor
against loss.
         "Unfunded  Vested  Liabilities"  means,  for any Plan at any time,  the
amount (if any) by which the present value of all vested nonforfeitable  accrued
benefits  under  such Plan  exceeds  the fair  market  value of all Plan  assets
allocable to such benefits, all determined as of the then most recent

                                                      -22-

 

<PAGE>



valuation date for such Plan, but only to the extent that such excess represents
a potential  liability  of a member of the  Controlled  Group to the PBGC or the
Plan under Title IV of ERISA.
         "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of
ERISA.
         "Wholly-Owned Subsidiary" means a Subsidiary of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying shares
as required by law) or other equity  interests  are owned by the Company  and/or
one or more Wholly-Owned Subsidiaries within the meaning of this definition.
         "Year 2000 Problem" means any significant risk that computer  hardware,
software,  or equipment containing embedded microchips essential to the business
or operations of the Company or any of the Subsidiaries will not, in the case of
dates or time periods  occurring after  December   31,  1999,  function at
least as  efficiently  and  reliably  as in the  case of  times or time  periods
occurring before  January 1, 2000,  including the making of accurate leap
year calculations.
  Section   5.2.  Interpretation.  The foregoing  definitions  are equally
applicable to both the singular and plural forms of the terms defined. The words
"hereof",  "herein",  and "hereunder" and words of like import when used in this
Agreement  shall refer to this  Agreement  as a whole and not to any  particular
provision of this Agreement. All references to time of day herein are references
to Chicago,  Illinois time unless  otherwise  specifically  provided.  Where the
character  or amount of any asset or  liability  or item of income or expense is
required to be determined or any  consolidation or other accounting  computation
is required to be made for the purposes of this  Agreement,  it shall be done in
accordance  with GAAP except where such  principles  are  inconsistent  with the
specific provisions of this Agreement.
                     SECTION 6.      REPRESENTATIONS AND WARRANTIES.
         The Company represents and warrants to the Agent and the Lenders as
follows:
  Section   6.1.  Organization  and  Qualification.  The  Company  is duly
organized, validly existing and in good standing as a corporation under the laws
of the  State of  Delaware,  has full and  adequate  corporate  power to own its
Property  and conduct its  business as now  conducted,  and is duly  licensed or
qualified and in good standing in each  jurisdiction  in which the nature of the
business  conducted  by it or the nature of the  Property  owned or leased by it
requires such licensing or qualifying.
  Section 6.2.  Subsidiaries.  Each Subsidiary is duly organized, validly
existing and in good standing under the laws of the  jurisdiction in which it is
incorporated  or organized,  as the case may be, has full and adequate  power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified  and in good standing in each  jurisdiction  in which the nature of
the business conducted by it or the nature of the Property owned or leased by it
requires such licensing or  qualifying,  except where the failure to obtain such
authorization,  license or qualification  would not result in a material adverse
change in the business, financial condition or Properties of the Company and its
Subsidiaries.   Schedule   6.2  hereto  identifies  each  Subsidiary,  the
jurisdiction  of its  incorporation  or  organization,  as the case may be,  the
percentage of issued and  outstanding  shares of each class of its capital stock
or other equity interests owned by the Company and the Subsidiaries and, if such
percentage is not 100% (excluding  directors'  qualifying  shares as required by
law), a  description  of each class of its  authorized  capital  stock and other
equity  interests and the number of shares of each class issued and outstanding.
All of the outstanding shares of capital stock

                                                      -23-

 
<PAGE>



and other equity interests of each Subsidiary are validly issued and outstanding
and fully paid and  nonassessable and all such shares and other equity interests
indicated on  Schedule   6.2 as owned by the Company or a  Subsidiary  are
owned,  beneficially  and of record,  by the Company or such Subsidiary free and
clear of all Liens. There are no outstanding commitments or other obligations of
any Subsidiary to issue, and no options,  warrants or other rights of any Person
to acquire,  any shares of any class of capital stock or other equity  interests
of any Subsidiary.  Each Subsidiary that is a Material Subsidiary is so noted on
Schedule   6.2 hereto.  Each Material  Subsidiary is a Guarantor except to
the extent  Section   4.1 or  Section   8.1(b)  hereof  does not yet
require such Subsidiary to be a Guarantor.
  Section 6.3. Corporate Authority and Validity of Obligations.  (a) The Company
has full right and  authority  to enter into this  Agreement  and the other Loan
Documents,  to make the  borrowings  herein  provided for, to issue its Notes in
evidence thereof, and to perform all of its obligations  hereunder and under the
other Loan Documents. The Loan Documents delivered by the Company have been duly
authorized,  executed  and  delivered  by the Company and  constitute  valid and
binding  obligations of the Company  enforceable in accordance  with their terms
except as enforceability  may be limited by bankruptcy,  insolvency,  fraudulent
conveyance or similar laws  affecting  creditors'  rights  generally and general
principles of equity  (regardless of whether the  application of such principles
is considered in a proceeding in equity or at law);  and this  Agreement and the
other Loan  Documents  do not, nor does the  performance  or  observance  by the
Company  of any of the  matters  and  things  herein or  therein  provided  for,
contravene  or  constitute a default under any provision of law or any judgment,
injunction,  order or decree  binding  upon the Company or any  provision of the
charter,  articles of  incorporation  or by-laws of the Company or any covenant,
indenture or agreement of or affecting the Company or any of its Properties,  or
result in the creation or imposition of any Lien on any Property of the Company.
         (b)  Guarantors.  Each  Guarantor has full right and authority to enter
into any Loan  Documents it has  executed and to perform all of its  obligations
thereunder.  The Loan  Documents  delivered  by each  Guarantor  have  been duly
authorized,  executed and delivered by such Guarantor and  constitute  valid and
binding obligations of such Guarantor enforceable in accordance with their terms
except as enforceability  may be limited by bankruptcy,  insolvency,  fraudulent
conveyance or similar laws  affecting  creditors'  rights  generally and general
principles of equity  (regardless of whether the  application of such principles
is considered in a proceeding in equity or at law);  and such Loan  Documents do
not, nor does the  performance  or  observance  by such  Guarantor of any of the
matters and things herein or therein  provided  for,  contravene or constitute a
default under any provision of law or any judgment,  injunction, order or decree
binding  upon the Company or any  Guarantor  or any  provision  of the  charter,
articles  of  incorporation  or by-laws of the Company or any  Guarantor  or any
covenant, indenture or agreement of or affecting the Company or any Guarantor or
any of their Properties,  or result in the creation or imposition of any Lien on
any Property of the Company or any Guarantor.
  Section   6.4. Use of Proceeds;  Margin Stock. The Company shall use the
proceeds of the Loans and other  extensions of credit made  available  hereunder
solely for its general  working  capital  purposes  and for such other legal and
proper purposes as are consistent with all applicable laws.  Neither the Company
nor any Subsidiary is engaged in the business of extending credit for the

                                                      -24-

\

<PAGE>



purpose  of  purchasing  or  carrying   margin  stock  (within  the  meaning  of
Regulation   U of the Board of Governors of the Federal  Reserve  System),
and no part of the  proceeds of any Loan or any other  extension  of credit made
hereunder  will be used to purchase or carry any such margin  stock or to extend
credit to others for the  purpose of  purchasing  or  carrying  any such  margin
stock.
  Section 6.5.  Financial Reports.  The consolidated balance sheet of the
Company and its  Subsidiaries  as at December   31,  1997, and the related
consolidated  statements  of  income,  retained  earnings  and cash flows of the
Company and its  Subsidiaries  for the fiscal year then ended,  and accompanying
notes thereto, which financial statements are accompanied by the audit report of
PricewaterhouseCoopers  LLP,  independent public accountants,  and the unaudited
interim  consolidated  balance sheet of the Company and its  Subsidiaries  as at
June 30, 1998, and the related consolidated statements of income and cash
flows of the Company and its  Subsidiaries  for the six (6)   months  then
ended,  heretofore  furnished to the Lenders,  fairly  present the  consolidated
financial condition of the Company and its Subsidiaries as at said dates and the
consolidated  results of their  operations  and cash flows for the periods  then
ended in conformity with generally accepted  accounting  principles applied on a
consistent  basis.  Neither  the  Company  nor  any  Subsidiary  has  contingent
liabilities  which are material to it other than as indicated on such  financial
statements  or, with  respect to future  periods,  on the  financial  statements
furnished pursuant to Section 8.5 hereof.
  Section   6.6. No Material Adverse Change.  Since June 30,  1998,
there has been no change in the  condition  (financial or otherwise) or business
prospects  of the  Company  or any  Subsidiary  except  those  occurring  in the
ordinary course of business, none of which individually or in the aggregate have
been materially adverse.
  Section 6.7. Full Disclosure.  The statements and information furnished
to the Lenders in  connection  with the  negotiation  of this  Agreement and the
other Loan  Documents and the  commitments by the Lenders to provide all or part
of the financing  contemplated  hereby do not contain any untrue statements of a
material fact or omit a material fact necessary to make the material  statements
contained herein or therein not misleading, the Lenders acknowledging that as to
any projections  furnished to Lenders, the Company only represents that the same
were prepared on the basis of information and estimates the Company  believed to
be reasonable.
  Section   6.8.  Good Title. The Company and its  Subsidiaries  each have
good and  defensible  title to their  assets  as  reflected  on the most  recent
consolidated balance sheet of the Company and its Subsidiaries  furnished to the
Lenders  (except for sales of assets by the Company and its  Subsidiaries in the
ordinary course of business), subject to no Liens other than such thereof as are
permitted by Section 8.12 hereof.
  Section 6.9. Litigation and Other Controversies. There is no litigation
or governmental proceeding or labor controversy pending, nor to the knowledge of
the Company threatened, against the Company or any Subsidiary which if adversely
determined would (a) impair the validity or enforceability  of, or impair
the ability of the Company to perform its obligations  under,  this Agreement or
any other Loan Document or (b)   result in any material  adverse change in
the financial  condition,  Properties,  business or operations of the Company or
any Subsidiary.
  Section 6.10.  Taxes.  All tax returns  required to be filed by the Company or
any Subsidiary in any  jurisdiction  have, in fact,  been filed,  and all taxes,
assessments,  fees  and  other  governmental  charges  upon the  Company  or any
Subsidiary or upon any of their respective Properties, income or

                                                      -25-

 

<PAGE>



franchises,  which are shown to be due and  payable in such  returns,  have been
paid.  The  Company  does not know of any  proposed  additional  tax  assessment
against it or its Subsidiaries  for which adequate  provision in accordance with
GAAP has not been made on its accounts.  Adequate  provisions in accordance with
GAAP for taxes on the books of the  Company and each  Subsidiary  have been made
for all open years, and for its current fiscal period.
 Section   6.11.   Approvals.  No  authorization,   consent,  license,  or
exemption  from,  or  filing or  registration  with,  any court or  governmental
department,  agency or  instrumentality,  nor any  approval  or  consent  of the
stockholders of the Company or any other Person,  is or will be necessary to the
valid execution, delivery or performance by the Company of this Agreement or any
other Loan Document.
 Section   6.12.  Affiliate  Transactions.  Neither  the  Company  nor any
Subsidiary is a party to any contracts or agreements  with any of its Affiliates
(other than with  Wholly-Owned  Subsidiaries)  on terms and conditions which are
less  favorable  to the  Company  or such  Subsidiary  than  would be usual  and
customary in similar contracts or agreements between Persons not affiliated with
each other;  provided that the foregoing shall not be deemed to apply to (i)
the  Put/Call  Agreement or any other  contracts or  agreements  entered into
pursuant to the  Put/Call  Agreement  and (ii)   (if the Canadian  Debt is
purchased  by  an  Affiliate  of  the  Company)  the  contracts  and  agreements
constituting the Canadian Debt.
 Section   6.13.  Investment  Company;  Public  Utility  Holding  Company.
Neither the Company nor any Subsidiary is an  "investment  company" or a company
"controlled"  by an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended,  or a "public utility  holding  company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.
 Section 6.14. ERISA. The Company and each other member of its Controlled
Group has fulfilled its obligations  under the minimum funding  standards of and
is in compliance in all material  respects with ERISA and the Code to the extent
applicable  to it and has not incurred any liability to the PBGC or a Plan under
Title   IV of ERISA other than a liability to the PBGC for premiums  under
Section   4007 of ERISA.  Neither the Company nor any  Subsidiary  has any
contingent  liabilities  with respect to any  post-retirement  benefits  under a
Welfare  Plan,  other than  liability  for  continuation  coverage  described in
article 6 of Title I of ERISA.
 Section   6.15.  Compliance  with  Laws.  The  Company  and  each  of its
Subsidiaries are in compliance with the  requirements of all federal,  state and
local  laws,  rules  and  regulations  applicable  to  or  pertaining  to  their
Properties  or  business  operations   (including,   without   limitation,   the
Occupational  Safety and Health Act of 1970, the Americans with Disabilities Act
of 1990, and laws and regulations  establishing  quality  criteria and standards
for  air,  water,   land  and  toxic  or  hazardous   wastes  and   substances),
non-compliance  with which could have a material adverse effect on the financial
condition,  Properties, business or operations of the Company or any Subsidiary.
Neither the Company nor any  Subsidiary  has received  notice to the effect that
its operations are not in compliance with any of the  requirements of applicable
federal,   state  or  local  environmental,   health  and  safety  statutes  and
regulations  or are the  subject of any  governmental  investigation  evaluating
whether  any  remedial  action is needed to respond to a release of any toxic or
hazardous  waste or substance  into the  environment,  which  non-compliance  or
remedial action could have a

                                                      -26-

<PAGE>



material  adverse  effect on the financial  condition,  Properties,  business or
operations of the Company or any Subsidiary.
 Section 6.16.  Other Agreements.  Neither the Company nor any Subsidiary
is in default  under the terms of any  covenant,  indenture  or  agreement of or
affecting the Company, any Subsidiary or any of their Properties,  which default
if uncured  would have a material  adverse  effect on the  financial  condition,
Properties, business or operations of the Company or any Subsidiary.
  Section 6.17.  No Default.  No Default or Event of Default has occurred and is
continuing.
  Section 6.18.  Year 2000  Compliance.  The Company and its  Subsidiaries  have
conducted a comprehensive review and assessment of their computer  applications,
and have made such  inquiry  of their  respective  material  suppliers,  service
vendors  (including  data  processors)  and customers as the Company or relevant
Subsidiary (as the case may be) deem appropriate,  with respect to any defect in
computer software, data bases, hardware, controls and peripherals related to the
occurrence  of the year 2000 or the use of any date after  December 31, 1999, in
connection therewith. Based on the foregoing review, assessment and inquiry, the
Company  believes  that no such defect  could  reasonably  be expected to have a
material  adverse  effect on the financial  condition,  Properties,  business or
operations of the Company and its Subsidiaries taken as a whole.

                     SECTION  7.      CONDITIONS PRECEDENT.
         The  obligation of the Lenders to make any Loan under this Agreement is
subject to the following conditions precedent:
  Section 7.1.    All Advances.  As of the time of the making of each extension 
of credit (including the initial extension of credit) hereunder:
                   (a) each of the  representations  and warranties set forth in
         Section   6 hereof and in the other Loan Documents  shall be true
         and  correct as of such time,  except to the extent the same  expressly
         relate to an earlier date;
                   (b) the Company shall be in full  compliance  with all of the
         terms and conditions of this Agreement and of the other Loan Documents,
         and  no  Default  or  Event  of  Default  shall  have  occurred  and be
         continuing  or would  occur as a result of  making  such  extension  of
         credit;
                   (c) after  giving  effect  to such  extension  of credit  the
         aggregate  principal  amount of all Loans  under the  Revolving  Credit
         outstanding  under this Agreement shall not exceed the Revolving Credit
         Commitments;
                   (d) the Commitments under the Long-Term Credit Agreement are
         fully utilized; and
                   (e) such  extension  of credit  shall not  violate any order,
         judgment or decree of any court or other  authority or any provision of
         law or  regulation  applicable  to the Agent or any Lender  (including,
         without  limitation,  Regulation   U of the Board of Governors of
         the Federal Reserve System) as then in effect.
The Company's request for any Loan shall constitute its warranty as to the facts
specified in subsections (a) through (d), both inclusive, above.
  Section 7.2.    Initial Advance.  At or prior to the making of the initial 
extension of credit hereunder, the following conditions precedent shall also
have been satisfied:
                   (a) the Agent shall have received the following for the
account of the Lenders

                                                      -27-


<PAGE>



         (each to be properly  executed and  completed)  and the same shall have
         been approved as to form and substance by the Agent:
                            (i)     the Notes;
                           (ii)     the Guaranty Agreements;
                          (iii)  copies  (executed  or  certified,   as  may  be
                  appropriate)  of all legal  documents or proceedings  taken in
                  connection  with the execution and delivery of this  Agreement
                  and the other  Loan  Documents  to the extent the Agent or its
                  counsel may reasonably request; and
                           (iv) an incumbency  certificate  containing the name,
                  title  and  genuine   signatures  of  each  of  the  Company's
                  Authorized Representatives.
                   (b) the Agent shall have  received  the initial fees (if any)
                   called for hereby;  (c) each Lender shall have  received such
                   certifications as it may require in order
         to satisfy itself as to the financial condition of the Company and its 
         Subsidiaries, and the lack of material contingent liabilities of the
         Company and its Subsidiaries;
                   (d) legal  matters  incident to the execution and delivery of
         this  Agreement and the other Loan  Documents  and to the  transactions
         contemplated  hereby  shall  be  satisfactory  to each  Lender  and its
         counsel;  and the Agent  shall  have  received  for the  account of the
         Lenders  the  written  opinion of counsel  for the  Company in form and
         substance satisfactory to the Lender and its counsel; and
                   (e) the Agent  shall  have  received  for the  account of the
         Lenders such other agreements, instruments, documents, certificates and
         opinions as the Agent or the Lenders may reasonably request.
  Section   7.3.  Termination of Existing  Credit  Agreement.  Each of the
Company and the Existing  Lenders  consent to the  termination of the "Revolving
Credit  Commitments"  under the Existing Credit Agreement  effective on the date
the  conditions   set  forth  in   Section 7.2  hereof  are  satisfied,
notwithstanding  the  notice  requirements  for such  termination  set  forth in
Section   3.3  of the  Existing  Credit  Agreement.  The  Existing  Credit
Agreement shall terminate and all amounts payable thereunder,  including accrued
and unpaid  facility fees payable under  Section   3.1  thereof,  shall be
payable,  and the facility fee payable  under  Section   3.1  hereof shall
begin to accrue,  on the date that this  Agreement  has been executed by all the
parties hereto and the  conditions  set forth in Section   7.2 hereof have
been satisfied.
  Section   7.4.  November 19 as Earliest Effective Date.  Notwithstanding
anything  herein to the  contrary,  this  Agreement  shall not in any event take
effect any earlier than November 19, 1998.
                     SECTION 8.      COVENANTS.
         The Company  agrees  that,  so long as any credit is available to or in
use by the Company  hereunder,  except to the extent  compliance  in any case or
cases is waived in writing by the Required Lenders:
  Section  8.1. Corporate Existence;  Subsidiaries. (a) The Company shall,
and shall  cause  each  Subsidiary  to,  preserve  and  maintain  its  corporate
existence.  The Company will  preserve  and keep in force and effect,  and cause
each Subsidiary to preserve and keep in force and effect, all licenses,  permits
and franchises necessary to the proper conduct of its business.  Notwithstanding
anything  contained  herein to the  contrary,  so long as no Default or Event of
Default has occurred

                                                      -28-

<PAGE>



and is continuing,  the Company may dissolve any Non-Material Subsidiary so long
as such  dissolution  would  not  result  in a  material  adverse  change in the
business,  financial condition or Properties of the Company and its Subsidiaries
or impair the rights or benefits of the Lenders under the Loan Documents.
         (b) The  Company  shall cause each  Material  Subsidiary  (other  than,
subject  to  Section   4.1,  Anicom  Canada),  whether  now  or  hereafter
existing,  to  furnish  the Agent  (i)   a  Guaranty  Agreement  from such
Material  Subsidiary in the form or substantially in the form attached hereto as
Exhibit E hereto or in such  other  form as is  reasonably  satisfactory  to the
Agent  and  the  Required  Lenders  as  to  form  and  substance,  and  (ii) 
documentation  acceptable  to the Agent  similar to in form and scope to that
described in Sections 7.2(a)(ii), 7.2(a)(iii), 7.2(a)(iv), 7.2(c), 7.2(d)
and 7.2(e) but relating to such Guarantor and its Guaranty Agreement.
  Section   8.2.  Maintenance  of  Properties.  The Company will maintain,
preserve and keep its  Properties  in good repair,  working  order and condition
(ordinary  wear and tear  excepted)  and will from time to time make all needful
and proper repairs, renewals, replacements, additions and betterments thereto so
that  at  all  times  the  efficiency  thereof  shall  be  fully  preserved  and
maintained, and will cause each Subsidiary to do so in respect of Property owned
or used by it.
  Section   8.3.  Taxes and  Assessments.  The  Company  will duly pay and
discharge,  and will cause each Subsidiary to duly pay and discharge, all taxes,
rates,  assessments,  fees and  governmental  charges  upon or against it or its
Properties,  in each case before the same become delinquent and before penalties
accrue  thereon,  unless and to the extent that the same are being  contested in
good faith and by  appropriate  proceedings  which  prevent  enforcement  of the
matter under contest and adequate reserves are provided therefor.
  Section 8.4.  Insurance.  The Company will insure and keep insured, and
will cause each Subsidiary to insure and keep insured, with good and responsible
insurance companies,  all insurable Property owned by it which is of a character
usually  insured by Persons  similarly  situated and operating  like  Properties
against loss or damage from such hazards and risks, and in such amounts,  as are
insured by Persons  similarly  situated and operating like  Properties;  and the
Company will insure, and cause each Subsidiary to insure, such other hazards and
risks   (including   employers'  and  public  liability  risks)  with  good  and
responsible  insurance companies as and to the extent usually insured by Persons
similarly  situated and  conducting  similar  businesses.  The Company will upon
request  of the Agent and any  Lender  furnish a  certificate  setting  forth in
summary form the nature and extent of the insurance  maintained pursuant to this
Section.
  Section   8.5.  Financial Reports.  (a) The Company will, and will cause
each  Subsidiary to, maintain a standard system of accounting in accordance with
GAAP and  will  furnish  to the  Agent,  each  Lender  and  each of  their  duly
authorized   representatives  such  information   respecting  the  business  and
financial  condition  of the Company and its  Subsidiaries  as the Agent or such
Lender may  reasonably  request;  and without any  request,  will furnish to the
Lenders:
                   (i) within 50 days  after the end of each of the first  three
         quarterly  fiscal periods of the Company,  a copy of the Company's Form
         10-Q Report filed with the SEC;
                  (ii)  within 120 days after the end of each fiscal year of the
         Company,  a copy of the Company's  Form 10-K Report filed with the SEC,
         including  a copy of the annual  audit  report of the  Company  and the
         Subsidiaries for such year with accompanying financial

                                                      -29-



<PAGE>



         statements,    prepared    by   the   Company    and    certified    by
         PricewaterhouseCoopers  LLP or any other independent public accountants
         of   recognized   national   standing   selected  by  the  Company  and
         satisfactory to the Required Lenders, in accordance with GAAP;
                 (iii) not later than 10 days after the receipt thereof,  a copy
         of any final management letters on internal accounting controls for the
         Company  or  any  Subsidiary   prepared  by  its   independent   public
         accountants;
                  (iv) promptly after sending or filing  thereof,  copies of all
         proxy  statements,  financial  statements and reports which the Company
         sends to its  shareholders,  and copies of all other regular,  periodic
         and special reports and all  registration  statements which the Company
         files  with the SEC or any  successor  thereto,  or with  any  national
         securities exchange;
                   (v) promptly after  knowledge  thereof shall have come to the
         attention of any responsible officer of the Company,  written notice of
         any  threatened  or pending  litigation or  governmental  proceeding or
         labor  controversy  against the  Company or any  Subsidiary  which,  if
         adversely  determined,   would  materially  and  adversely  effect  the
         financial condition,  Properties, business or operations of the Company
         or any  Subsidiary  or of the  occurrence  of any  Default  or Event of
         Default hereunder; and
                  (vi) as soon as possible and in any event within 10 days after
         the  date on which  (X)   a  Non-Material  Subsidiary  becomes  a
         Material   Subsidiary,   (Y) the  Company  or  any  Subsidiary
         establishes or acquires any Subsidiary or (Z) any  Subsidiary is
         dissolved  or  otherwise  merged out of  existence,  the Company  shall
         furnish the Lenders an updated  Schedule 6.2 reflecting such event. (b)
         In the event the  Company is no longer  required  to file Form 10-Q and
         10-K Reports
with the SEC, the Company  need not furnish  such  Reports to the  Lenders,  but
shall  nonetheless  provide  the  Lenders the  financial  statements  previously
contained in such Reports by the times required by  subsections  (a)(i) and (ii)
above.
         (c) Each of the financial  statements furnished to the Lenders pursuant
to  clauses   (a) or (b) of this Section shall be accompanied by a written
certificate  in the form attached  hereto as Exhibit   B (the  "Compliance
Certificate") signed by the chief financial officer of the Company to the effect
that to the best of the  chief  financial  officer's  knowledge  and  belief  no
Default  or Event of Default  has  occurred  during  the period  covered by such
statements or, if any such Default or Event of Default has occurred  during such
period,  setting  forth a  description  of such  Default or Event of Default and
specifying  the action,  if any,  taken by the Company to remedy the same.  Such
certificate shall also set forth the calculations  supporting such statements in
respect of  Sections   8.6,  8.7, 8.8, 8.9 and 8.10 of this  Agreement and
identify the Special  Post-Closing  Acquisition  Liabilities  then  reflected in
computing compliance with such Section 8.6.
         (d) Solely for purposes of determining  the Company's  compliance  with
the Existing  Credit  Agreement  at the end of the third  fiscal  quarter of the
Company ended  September   30,  1998,  the Company's  compliance  with the
Existing  Credit  Agreement  during such period  shall be  determined  as if all
references  in the  Existing  Credit  Agreement  to the Fiscal 1997  Charges (as
identified and defined  therein)  included not only such Fiscal 1997 Charges but
also the Fiscal 1998 Charges identified and defined in this Agreement.

                                                      -30-

 

<PAGE>



  Section 8.6.  Current Ratio.  The Company will at all times maintain a Current
Ratio of not less than 1.40 to 1.00.
  Section 8.7.  Interest Coverage Ratio. The Company will, as of the last
day of each fiscal  quarter of the Company,  maintain  the ratio (the  "Interest
Coverage  Ratio") of EBIT for the four fiscal quarters of the Company then ended
to Interest  Expense for the same four  fiscal  quarters  then ended of not less
than  2.0 to  1.0;  provided,  however,  that  if an  Acquisition  permitted  by
Section   8.14 hereof occurs at any time during such period,  the Interest
Coverage  Ratio shall be calculated on a pro forma basis to include the EBIT and
Interest Expense of the Person or assets so acquired for the entire period as if
such  Acquisition  had  taken  place on the  first  day of such  period,  all as
reasonably  calculated by the Company (any expected cost savings relating to the
EBIT  of the  Person  or  assets  so  acquired  may  be  incorporated  in  these
calculations to the extent they are readily  quantifiable  and verifiable,  in a
manner consistent with the Company's prior pro forma calculations  included with
SEC filings in connection with its prior acquisitions).
  Section   8.8.  Tangible Net Worth. The Company will, as of the last day
of each fiscal quarter of the Company,  maintain  Tangible Net Worth at not less
than the Minimum Required Amount.  For purposes of this Section   8.8, the
term "Minimum  Required  Amount" shall mean, as of any time, the sum of: (i)
32>$25,000,000;  plus (ii)fifty percent (50%) of Consolidated Net Income
for each  fiscal  quarter of the Company  (if  Consolidated  Net Income for such
fiscal quarter is positive) completed on or after April 1, 1997.
  Section   8.9.  Debt to Earnings Ratio. The Company will, as of the last
day of each fiscal  quarter of the Company,  maintain the Debt to Earnings Ratio
at not  greater  than  3.5 to 1.0;  provided,  however,  that if an  Acquisition
permitted  by  Section   8.14  hereof  occurs at any time  during the four
fiscal  quarter  period over which EBITDA is measured to  determine  the Debt to
Earnings  Ratio,  such Debt to Earnings Ratio shall be calculated on a pro forma
basis to include the EBITDA of the Person or assets so  required  for the entire
period as if such  Acquisition  had taken place on the first day of such period,
all as reasonably  calculated by the Company (the expected cost savings relating
to the EBITDA of the Person or assets so acquired may be  incorporated  in these
calculations  to the extent they are readily  quantifiable  and  verifiable  and
based on reasonable assumptions.
  Section  8.10.  Leverage  Ratio.  The Company will, as of the last day of each
fiscal quarter of the Company, maintain the Leverage Ratio at not more than 0.40
to 1.00.
 Section  8.11. Indebtedness for Borrowed Money. The Company will not, nor
will  it  permit  any  Subsidiary  to,  issue,  incur,  assume,  create  or have
outstanding any Indebtedness  for Borrowed Money;  provided,  however,  that the
foregoing provisions shall not restrict nor operate to prevent:
                   (a)  the indebtedness of the Company on the Notes and other 
         Obligations;
                   (b)  Capitalized Lease Obligations in an aggregate amount not
         to exceed $1,500,000 at any one time outstanding;
                   (c) Capitalized Lease Obligations of any Subsidiary which has
         become  a  Subsidiary  as a  result  of  an  Acquisition  permitted  by
         Section   8.14 hereof if such  Capitalized  Lease  Obligation was
         entered into prior to the  Acquisition  of such  Subsidiary and was not
         created in contemplation of such Acquisition;
                   (d) purchase money indebtedness secured by Liens permitted by
         Section   8.12(d)  hereof in an  aggregate  amount  not to exceed
         $2,000,000 at any one time outstanding;

                                                      -31-


<PAGE>



                   (e) purchase  money  indebtedness  (other than purchase money
         indebtedness  permitted by Section  8.11(d)  hereof) of any  Subsidiary
         which has become a Subsidiary as a result of an  Acquisition  permitted
         by Section 8.14 hereof if such indebtedness was created prior to
         the Acquisition of such Subsidiary and was not created in contemplation
         of such Acquisition;
                   (f)  the  currently  outstanding  indebtedness  described  on
         Exhibit   C  hereof  if and  so  long  as  such  indebtedness  is
         Subordinated Indebtedness;
                   (g) unsecured  Subordinated  Indebtedness incurred to finance
         Acquisitions permitted by Section 8.14 hereof;
                   (h)   the Canadian Debt;
                   (i)   indebtedness under the Long-Term Credit Agreement; and
                   (j)   indebtedness not otherwise permitted by this Section
         aggregating not more than $500,000 at any one time outstanding.
 Section   8.12.  Liens.  The  Company  will not,  nor will it permit  any
Subsidiary  to,  create,  incur or  permit  to exist any Lien of any kind on any
Property owned by the Company or any Subsidiary;  provided,  however,  that this
Section shall not apply to nor operate to prevent:
                   (a) Liens  arising  by statute in  connection  with  worker's
         compensation, unemployment insurance, old age benefits, social security
         obligations, taxes, assessments, statutory obligations or other similar
         charges, good faith cash deposits in connection with tenders, contracts
         or leases to which the  Company or any  Subsidiary  is a party or other
         cash deposits  required to be made in the ordinary  course of business,
         provided in each case that the obligation is not for borrowed money and
         that the  obligation  secured is not overdue  or, if overdue,  is being
         contested  in good  faith  by  appropriate  proceedings  which  prevent
         enforcement of the matter under contest and adequate reserves have been
         established therefor;
                   (b)   mechanics',   workmen's,   materialmen's,   landlords',
         carriers',  or other similar  Liens  arising in the ordinary  course of
         business  with  respect to  obligations  which are not due or which are
         being contested in good faith by appropriate  proceedings which prevent
         enforcement of the matter under contest;
                   (c) the  pledge of assets  for the  purpose  of  securing  an
         appeal,  stay or  discharge  in the  course  of any  legal  proceeding,
         provided that the aggregate  amount of  liabilities  of the Company and
         its  Subsidiaries  secured by a pledge of assets  permitted  under this
         clause,  including interest and penalties thereon, if any, shall not be
         in excess of $1,000,000 at any one time outstanding; and
                   (d) purchase money Liens securing  indebtedness  permitted by
         Section   8.11(d)  hereof in  respect of  equipment  now owned or
         hereafter  acquired by the Company or any Subsidiary  (not extending to
         any other  Property),  or Liens on equipment so acquired (not extending
         to any other Property) existing at the time of acquisition  thereof, or
         renewals, extensions and refundings of any such Liens (not extending to
         any other Property), provided that the principal amount of indebtedness
         secured  by any such  Lien  shall  not  exceed  80% of the cost or fair
         market value,  whichever is less, of the Property  covered by such Lien
         at the  time  of  the  creation  thereof  or the  acquisition  of  such
         Property.

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<PAGE>



 Section 8.13.  Investments,  Loans, Advances and Guaranties. The Company
will not, nor will it permit any  Subsidiary to,  directly or indirectly,  make,
retain or have outstanding any investments (whether through purchase of stock or
obligations  or  otherwise)  in, or loans or  advances  (other  than for  travel
advances  and other  similar  cash  advances  made to  employees in the ordinary
course of business)  to, any other  Person,  or be or become liable as endorser,
guarantor,  surety or otherwise for any debt,  obligation or  undertaking of any
other Person, or otherwise agree to provide funds for payment of the obligations
of another,  or supply funds  thereto or invest  therein or  otherwise  assure a
creditor of another  against loss or apply for or become liable to the issuer of
a letter of credit which supports an obligation of another,  or subordinate  any
claim  or  demand  it may have to the  claim  or  demand  of any  other  Person;
provided,  however, that the foregoing provisions shall not apply to nor operate
to prevent:
                   (a) investments in direct obligations of the United States of
         America or of any agency or  instrumentality  thereof whose obligations
         constitute  full faith and credit  obligations  of the United States of
         America,  provided  that any such  obligations  shall mature within one
         year of the date of issuance thereof;
                   (b)  investments  in  commercial  paper  (including  as such,
         investments in short-term corporate  borrowings against  tax-advantaged
         preferred stock) rated at least P1 by Moody's Investors Services,  Inc.
         and at least A1 by Standard & Poor's Corporation maturing within
         270 days of the date of issuance thereof;
                   (c)  investments  in  certificates  of deposit  issued by any
         United States  commercial  Agent having capital and surplus of not less
         than $100,000,000 which have a maturity of one year or less;
                   (d)  endorsement  of  items  for  deposit  or  collection  of
         commercial paper received in the ordinary course of business;
                   (e)  Acquisitions  of  Subsidiaries  permitted by Section 
                    8.14 hereof;  (f) investments in obligations of a state, a
                   territory, or a possession of the United
         States, or any political  subdivision of any of the foregoing or of the
         District of Columbia as described in Section   103(a) of the Code
         if  these  investments  are  graded  in  the  highest  major  grade  as
         determined  by at least  one  national  rating  service  or are  credit
         enhanced by credit enhancers whose credit is rated not less than A-1 by
         Standard & Poor's  Corporation  or P-1 by Moody's  Investors  Services,
         Inc.;
                   (g) the Company's  guaranty of  indebtedness  of Wholly-Owned
         Subsidiaries incurred to finance Acquisitions  permitted by Section 
          8.14  hereof  if  and so  long  as  such  guaranty  is  Subordinated
         Indebtedness;
                   (h)     guaranties by Subsidiaries of the Obligations;
                   (i)     the Put/Call Agreement if and so long as the Canadian
         Debt is not held by an Affiliate of the Company; and
                   (j) investments, loans, advances and guarantees not otherwise
         permitted by this Section  aggregating  not more than $2,000,000 at any
         one time outstanding.
In  determining  the  amount of  investments,  loans,  advances  and  guarantees
permitted under this Section,  investments shall always be taken at the original
cost  thereof  (regardless  of  any  subsequent   appreciation  or  depreciation
therein), loans and advances shall be taken at the principal amount

                                                      -33-

<PAGE>



thereof then  remaining  unpaid and  guarantees  shall be taken at the amount of
obligations guaranteed thereby.
 Section   8.14.  Acquisitions.  The Company will not, and will not permit
any Subsidiary to, make or commit to make any  Acquisitions;  provided  however,
that the Company and any Wholly-Owned  Subsidiary each may make Acquisitions if:
(i)the Company or such Subsidiary acquires by reason of such Acquisition
either  (x)   assets  used or  useful in a  business  which is the same or
similar to that  currently  conducted by the Company or (y)   the  capital
stock of a corporation or any other equity  interest of any partnership or other
firm engaged in such a same or similar  business and after giving effect to such
Acquisition, the corporation, partnership or other such firm so acquired becomes
a Wholly-Owned Subsidiary;  (ii) no Default or Event of Default exists or
would exist at the time of or after giving effect to such Acquisition; (iii) 
the Company  provides the Lenders a statement,  certified as true and correct
by its chief financial officer, which represents and warrants that, after giving
effect to such Acquisition,  the Company will, on a pro forma basis, continue to
comply through the Termination  Date with  Sections   8.6,  8.7, 8.8, 8.9,
8.10 and 8.11 hereof, such certificate to be accompanied by supporting financial
projections based on reasonable assumptions;  (iv)  the Board of Directors
or other  governing  body of such Person whose property or voting stock is being
so acquired  has  approved  the terms of such  Acquisition;  and (v)   the
Company has provided the Lenders such financial and other information  regarding
the  Person  whose  property  or voting  stock is being so  acquired,  including
historical financial statements,  and a description of such Person, as the Agent
or any Lender may reasonably request.
 Section   8.15.  Sales and Leasebacks.  The Company will not, nor will it
permit any Subsidiary to, enter into any  arrangement  with any bank,  insurance
company or any other lender or investor providing for the leasing by the Company
or any Subsidiary of any Property  theretofore owned by it and which has been or
is to be sold or transferred by such owner to such lender or investor.
 Section  8.16.  Dividends and Certain Other Restricted Payments.  (a)
Restricted  Payments.  The Company  will not during any fiscal  year  (i)
declare or pay any dividends on or make any other distributions in respect of
any class or series of its capital stock (other than dividends payable solely in
its capital stock) (each such non-excepted  declaration or payment of dividends,
being herein collectively called a "Restricted  Payment") if at the time of such
Restricted  Payment or  immediately  after giving effect  thereto,  any Event of
Default or Default shall occur or be continuing.
         (b) Restricted Repayments.  The Company will not during any fiscal year
directly or indirectly  purchase,  redeem or otherwise  acquire or retire any of
its  capital  stock  (except  out of the  proceeds  of, or in  exchange  for,  a
substantially  concurrent  issue  and  sale of its  capital  stock)  (each  such
non-exempted  purchase,  redemption,  retirement and  distribution in respect to
capital stock being herein collectively called a "Restricted  Redemption") if at
the time of such  Restricted  Redemption  or  immediately  after  giving  effect
thereto, any Event of Default or Default shall occur or be continuing;  provided
that the Company shall not directly or indirectly purchase,  redeem or otherwise
acquire or retire any of its capital stock (except out of the proceeds of, or in
exchange for, a substantially concurrent issue and sale of its capital stock) in
excess of 5% of its capital stock during any fiscal year.
 Section 8.17.    Mergers, Consolidations and Sales.  The Company will not, nor
will it permit

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<PAGE>



any Subsidiary to, be a party to any merger or consolidation, or sell, transfer,
lease  or  otherwise  dispose  of all or any  substantial  part of its  Property
(except for sales of inventory in the ordinary  course of  business),  or in any
event sell or discount  (with or without  recourse) any of its notes or accounts
receivable;  provided, however, that this Section shall not apply to nor operate
to prohibit  (i) the merger of any Subsidiary  acquired as a result of an
Acquisition permitted by Section 8.14 hereof with and into the Company or
any  Wholly-Owned  Subsidiary  or (ii)   the  sale of assets  which are no
longer used or useful in the ordinary course of the Company's  business.  A sale
or  disposition  of assets of the Company  shall be deemed  substantial  for the
foregoing  purposes  (i)   if such assets are sold below the book value of
such assets,  and such assets constituted 10% or more of the total assets of the
Company or (ii)   such assets  constituted 20% or more of the total assets
of the Company.
 Section   8.18.  ERISA.  The Company will, and will cause each Subsidiary
to, promptly pay and discharge all  obligations  and  liabilities  arising under
ERISA  of a  character  which if  unpaid  or  unperformed  might  result  in the
imposition of a Lien against any of its  Properties.  The Company will, and will
cause each Subsidiary to, promptly notify the Agent of (i) the occurrence
of any reportable  event (as defined in ERISA) with respect to a Plan,  (ii) 
32>receipt of any notice from the PBGC of its intention to seek  termination  of
any Plan or appointment of a trustee  therefor,  (iii)   its  intention to
terminate or withdraw from any Plan, and (iv) >the occurrence of any event
with respect to any Plan which would result in the  incurrence by the Company or
any  Subsidiary  of any  material  liability,  fine or penalty,  or any material
increase  in the  contingent  liability  of the Company or any  Subsidiary  with
respect to any post-retirement Welfare Plan benefit.
 Section   8.19.  Compliance  with Laws.  The Company will, and will cause
each Subsidiary to, comply in all respects with the requirements of all federal,
state and local laws, rules, regulations, ordinances and orders applicable to or
pertaining  to the  Properties  or  business  operations  of the  Company or any
Subsidiary,  non-compliance  with which could have a material  adverse effect on
the financial  condition,  Properties,  business or operations of the Company or
any Subsidiary or could result in a Lien upon any of their Property.
 Section   8.20.  Burdensome  Contracts With Affiliates.  The Company will
not, nor will it permit any Subsidiary to, enter into any contract, agreement or
business  arrangement  with any of its Affiliates on terms and conditions  which
are less  favorable  to the Company or such  Subsidiary  than would be usual and
customary in similar  contracts,  agreements  or business  arrangements  between
Persons not affiliated  with each other,  other than any contract,  agreement or
business  arrangement  with any Person which becomes a Subsidiary as a result of
an  Acquisition  permitted  by Section 8.14 hereof after the date hereof if such
contract,  agreement or arrangement was entered into prior to the acquisition of
such  Subsidiary and such contract,  agreement or arrangement was not created in
contemplation of such Acquisition (i) the Put/Call Agreement and (ii) 
(if the  Canadian  Debt is  purchased  by an  Affiliate  of the  Company) the
contracts and agreements constituting the Canadian Debt.
 Section   8.21.  No Changes in Fiscal  Year.  Neither the Company nor any
Subsidiary  will change its fiscal year from its present basis without the prior
written consent of the Agent.
  Section 8.22.  Inspection  and Field Audit.  The Company will,  and will cause
each Subsidiary to, permit the Agent and its duly authorized representatives and
agents to visit and inspect any of

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the Properties,  corporate  books and financial  records of the Company and each
Subsidiary,  to  examine  and make  copies  of the books of  accounts  and other
financial  records  of the  Company  and each  Subsidiary,  and to  discuss  the
affairs,  finances and accounts of the Company and each Subsidiary  with, and to
be advised as to the same by, its officers and  independent  public  accountants
(and by this provision the Company  authorizes such  accountants to discuss with
the Agent the finances and affairs of the Company and of each  Subsidiary)  with
reasonable  notice to the Company and at such  reasonable  times and  reasonable
intervals  as the  Agent may  designate.  After  the  occurrence  of an Event of
Default,  the Company shall pay for all costs and expenses incurred by the Agent
in connection with any such visitation or inspection.
 Section 8.23.   Formation   of   Subsidiaries.   Except  for  existing
Subsidiaries  designated on Schedule 6.2 hereto and Subsidiaries acquired
in  Acquisitions  or formed to effect  Acquisitions  in each case  permitted  by
Section   8.14  hereof,  the  Company  will not,  and will not  permit any
Subsidiary to, form or acquire any Subsidiary  without the prior written consent
of the Agent.
 Section  8.24.    Subordinated Indebtedness.  The Company shall not, and shall
not permit any Subsidiary to:
                   (a)     amend or modify any of the terms or conditions 
         relating to any Subordinat Indebtedness;
                   (b) make any voluntary prepayment on, or effect any voluntary
         redemption of, any Subordinated Indebtedness (other than the prepayment
         by Anicom  Canada of  certain  indebtedness  pursuant  to the  Put/Call
         Agreement) if any Loans are  outstanding at the time of or after giving
         effect to such prepayment or redemption; or
                   (c) make any other  payment on  account  of any  Subordinated
         Indebtedness  which is prohibited  under the terms of any instrument or
         agreement subordinating such indebtedness to the Obligations.
 Section 8.25.   Use of Proceeds.  The proceeds of the initial advance hereunder
shall be used to pay the Company's indebtedness under the Existing Credit 
Agreement.
 Section   8.26.  Year 2000 Compliance.  The Company shall take all
actions necessary and commit adequate resources to assure that its computerbased
and  other  systems  (and  those of all  Subsidiaries)  are able to  effectively
process dates,  including dates before,  on and after  January   1,  2000,
without  experiencing  any Year   2000 Problem that could cause a material
adverse  effect on the business or  financial  affairs of the Company (or of the
Company and its Subsidiaries  taken on a consolidated  basis). At the request of
the Agent,  the Company  will  provide  the Agent with  written  assurances  and
substantiations  (including,  but not  limited  to, the  results of  internal or
external audit reports  prepared in the ordinary course of business)  reasonably
acceptable to the Agent as to the capability of the Company and its Subsidiaries
to  conduct  its and  their  businesses  and  operations  before,  on and  after
January 1, 2000, without  experiencing a Year 2000 Problem causing
a material  adverse  effect on the business or financial  affairs of the Company
(or of the Company and its Subsidiaries taken on a consolidated basis).
                     SECTION 9.      EVENTS OF DEFAULT AND REMEDIES.
  Section  9.1.  Events  of  Default.  Any one or more  of the  following  shall
constitute an "Event of Default" hereunder:
                   (a)     default in the payment when due of all or any part of
         the principal of or

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<PAGE>



         interest on any Note (whether at the stated maturity  thereof or at any
         other  time  provided  for in this  Agreement)  or of any fee or  other
         Obligation  payable by the  Company  hereunder  or under any other Loan
         Document; or
                   (b) default in the  observance or performance of any covenant
         set forth in Sections 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.13,
         8.14, 8.15, 8.16, 8.17, 8.24 or 8.25 hereof; or
                   (c) default in the  observance  or  performance  of any other
         provision  hereof or of any other Loan  Document  which is not remedied
         within ten (10)  days after the earlier of (i) the date on
         which such  failure  shall  first  become  known to any  officer of the
         Company or (ii)   written  notice thereof is given to the Company
         by the Agent or any Lender; or
                   (d) any representation or warranty made by the Company herein
         or in any other  Loan  Document,  or in any  statement  or  certificate
         furnished by it pursuant  hereto or thereto,  or in connection with any
         extension  of credit  made  hereunder,  proves  untrue in any  material
         respect as of the date of the issuance or making thereof; or
                   (e) any event  occurs or condition  exists  (other than those
         described  in  subsections   (a)  through  (d)  above)  which  is
         specified as an event of default under any of the other Loan Documents,
         or any of the Loan Documents shall for any reason not be or shall cease
         to be in  full  force  and  effect,  or any of the  Loan  Documents  is
         declared to be null and void; or
                   (f) default shall occur under any  Indebtedness  for Borrowed
         Money issued,  assumed or guaranteed by the Company or any  Subsidiary,
         or under any indenture,  agreement or other  instrument under which the
         same may be issued,  and such  default  shall  continue for a period of
         time sufficient to permit the  acceleration of the maturity of any such
         Indebtedness  for Borrowed  Money  (whether or not such  maturity is in
         fact  accelerated),  or any such  Indebtedness for Borrowed Money shall
         not be paid  when  due  (whether  by lapse  of  time,  acceleration  or
         otherwise); or
                   (g) any judgment or judgments,  writ or writs,  or warrant or
         warrants of  attachment,  or any  similar  process or  processes  in an
         aggregate  amount in excess of $1,000,000 in excess of amounts  covered
         by  insurance  from an insurer  which has  acknowledged  its  liability
         thereon shall be entered or filed against the Company or any Subsidiary
         or against any of their Property and which remains unvacated, unbonded,
         unstayed or unsatisfied for a period of sixty (60) days; or
                   (h) the Company or any member of its  Controlled  Group shall
         fail to pay  when  due an  amount  or  amounts  aggregating  in  excess
         $500,000  which it shall have become  liable to pay to the PBGC or to a
         Plan under Title IV of ERISA; or notice of intent to terminate a
         Plan or Plans having aggregate Unfunded Vested Liabilities in excess of
         $500,000  (collectively,  a  "Material  Plan")  shall  be  filed  under
         Title   IV of ERISA by the  Company  or any  other  member of its
         Controlled  Group,  any plan  administrator  or any  combination of the
         foregoing;  or the PBGC shall  institute  proceedings  under  Title 
         IV of ERISA to  terminate  or to cause a trustee to be  appointed to
         administer  any Material Plan or a proceeding  shall be instituted by a
         fiduciary of any Material Plan against the Company or any member of its
         Controlled Group to enforce  Section   515 or 4219(c)(5) of ERISA
         and such proceeding shall

                                                      -37-

 

<PAGE>



         not have been dismissed within 30 days thereafter; or a condition shall
         exist by reason of which the PBGC would be  entitled to obtain a decree
         adjudicating that any Material Plan must be terminated; or
                   (i)     dissolution or termination of the existence of the
         Company or any Subsidiary; or
                   (j) the  Company  or any  Subsidiary  shall  (i)   have
         entered  involuntarily  against it an order for relief under the United
         States  Bankruptcy  Code, as amended,  (ii) not pay, or admit in
         writing its  inability to pay, its debts  generally as they become due,
         (iii) make an assignment for the benefit of creditors,  (iv) 
         32>apply for, seek,  consent to, or acquiesce in, the  appointment of a
         receiver,  custodian, trustee, examiner, liquidator or similar official
         for it or any substantial  part of its Property,  (v)   institute
         any proceeding  seeking to have entered  against it an order for relief
         under the United States  Bankruptcy Code, as amended,  to adjudicate it
         insolvent,   or   seeking   dissolution,   winding   up,   liquidation,
         reorganization,  arrangement,  adjustment or  composition  of it or its
         debts   under  any  law   relating   to   bankruptcy,   insolvency   or
         reorganization  or relief of debtors or fail to file an answer or other
         pleading denying the material  allegations of any such proceeding filed
         against it, (vi) take any corporate action in furtherance of any
         matter  described in parts   (i) through (v) above,  or (vii)
         32>fail  to  contest  in  good  faith  any  appointment  or  proceeding
         described in Sectio 9.1(k) hereof; or
                   (k) a custodian,  receiver, trustee, examiner,  liquidator or
         similar  official  shall be appointed for the Company or any Subsidiary
         or any  substantial  part of any of  their  Property,  or a  proceeding
         described in Section   9.1(j)(v)  shall be instituted against the
         Company or any Subsidiary,  and such appointment continues undischarged
         or such proceeding continues undismissed or unstayed for a period of 60
         days.
  Section 9.2.  Non-Bankruptcy  Defaults. When any Event of Default described in
subsection (a) through (i), both  inclusive,  of Section 9.1 has occurred and is
continuing, the Agent shall, upon the request of the Required Lenders, by notice
to the Company, take one or more of the following actions:
                   (a)  terminate the  obligations  of the Lenders to extend any
         further  credit  hereunder on the date (which may be the date  thereof)
         stated in such notice;
                   (b) declare the principal of and the accrued  interest on the
         Notes  to be  forthwith  due  and  payable  and  thereupon  the  Notes,
         including both  principal and interest and all fees,  charges and other
         Obligations payable hereunder and under the other Loan Documents, shall
         be and become  immediately  due and  payable  without  further  demand,
         presentment, protest or notice of any kind; and
                   (c) enforce any and all rights and  remedies  available to it
         under the Loan Documents or applicable law.
  Section 9.3.  Bankruptcy Defaults.  When any Event of Default described
in  subsection   (j) or (k) of  Section   9.1  has  occurred  and is
continuing, then the Notes, including both principal and interest, and all fees,
charges  and other  Obligations  payable  hereunder  and  under  the other  Loan
Documents, shall immediately become due and payable without presentment, demand,
protest  or notice of any kind,  and the  obligations  of the  Lenders to extend
further credit pursuant to any of the

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<PAGE>



terms hereof shall immediately  terminate.  In addition,  the Agent may exercise
any and all remedies available to it under the Loan Documents or applicable law.
                     SECTION 10. THE AGENT.
 Section 10.1. Appointment and Authorization. Each Lender hereby appoints
and  authorizes  the Agent to take such  action  as agent on its  behalf  and to
exercise  such  powers  hereunder  and  under the other  Loan  Documents  as are
designated  to the Agent by the terms  hereof  and  thereof  together  with such
powers as are reasonably  incidental  thereto.  The Lenders expressly agree that
the Agent is not  acting as a  fiduciary  of the  Lenders in respect of the Loan
Documents,  the Company or otherwise,  and nothing herein or in any of the other
Loan Documents  shall result in any duties or obligations on the Agent or any of
the Lenders  except as expressly set forth  herein.  The Agent may resign at any
time by sending 20 days prior written notice to the Company and the Lenders.  In
the event of any such resignation,  the Required Lenders may appoint a new agent
after  consultation  with the  Company,  which shall  succeed to all the rights,
powers and duties of the Agent hereunder and under the other Loan Documents. Any
resigning  Agent  shall  be  entitled  to  the  benefit  of all  the  protective
provisions  hereof  with  respect  to its  acts as an  agent  hereunder,  but no
successor  Agent shall in any event be liable or responsible  for any actions of
its predecessor.  If the Agent resigns and no successor is appointed, the rights
and  obligations  of such Agent shall be  automatically  assumed by the Required
Lenders and the Company  shall be directed to make all  payments due each Lender
hereunder directly to such Lender.
 Section 10.2.  Rights as a Lender. The Agent has and reserves all of the
rights,  powers and duties  hereunder and under the other Loan  Documents as any
Lender  may have and may  exercise  the same as though it were not the Agent and
the terms  "Lender" or  "Lenders"  as used  herein and in all of such  documents
shall,  unless the context otherwise expressly  indicates,  include the Agent in
its individual capacity as a Lender.
 Section   10.3.  Standard of Care. The Lenders acknowledge that they have
received and approved  copies of the Loan  Documents and such other  information
and documents  concerning the  transactions  contemplated and financed hereby as
they have requested to receive and/or review. The Agent makes no representations
or  warranties  of any kind or  character  to the  Lenders  with  respect to the
validity,   enforceability,    genuineness,    perfection,   value,   worth   or
collectibility  hereof or of the Notes or any of the other Obligations or of any
of the other  Loan  Documents.  Neither  the Agent  nor any  director,  officer,
employee,  agent or  representative  thereof  (including  any  security  trustee
therefor)  shall in any event be  liable  for any  clerical  errors or errors in
judgment,  inadvertence or oversight, or for action taken or omitted to be taken
by it or them  hereunder  or under the other  Loan  Documents  or in  connection
herewith or therewith  except for its or their own gross  negligence  or willful
misconduct.  The Agent  shall  incur no  liability  under or in  respect of this
Agreement or the other Loan  Documents  by acting upon any notice,  certificate,
warranty, instruction or statement (oral or written) of anyone (including anyone
in good faith  believed by it to be authorized to act on behalf of the Company),
unless it has actual  knowledge  of the  untruthfulness  of same.  The Agent may
execute  any of its  duties  hereunder  by or  through  employees,  agents,  and
attorneys-in-fact  and shall not be answerable to the Lenders for the default or
misconduct  of any such agents or  attorneys-in-fact  selected  with  reasonable
care.  The Agent shall be entitled to advice of counsel  concerning  all matters
pertaining to the agencies hereby created and its duties hereunder, and shall

                                                      -39-

 

<PAGE>



incur no liability to anyone and be fully protected in acting upon the advice of
such counsel.  The Agent shall be entitled to assume that no Default or Event of
Default exists unless  notified to the contrary by a Lender.  The Agent shall in
all events be fully  protected  in acting or  failing to act in accord  with the
instructions  of the  Required  Lenders.  The Agent  shall in all cases be fully
justified in failing or refusing to act hereunder unless it shall be indemnified
to its  satisfaction  by the Lenders  against any and all  liability and expense
which may be incurred by the Agent by reason of taking or continuing to take any
such  action.  The Agent may treat the owner of any Note as the  holder  thereof
until written  notice of transfer shall have been filed with the Agent signed by
such owner in form satisfactory to the Agent.  Each Lender  acknowledges that it
has  independently  and without  reliance  on the Agent or any other  Lender and
based  upon  such  information,   investigations   and  inquiries  as  it  deems
appropriate  made its own credit  analysis and decision to extend  credit to the
Company.  It shall be the  responsibility of each Lender to keep itself informed
as to the  creditworthiness of the Company and the Agent shall have no liability
to any Lender with respect thereto.
 Section   10.4.  Costs and Expenses.  Each Lender agrees to reimburse the
Agent  for all costs  and  expenses  suffered  or  incurred  by the Agent or any
security  trustee in  performing  its duties  hereunder and under the other Loan
Documents,  or in the exercise of any right or power  imposed or conferred  upon
the Agent  hereby  or  thereby,  to the  extent  that the Agent is not  promptly
reimbursed  for same by the Company,  all such costs and expenses to be borne by
the Lenders ratably in accordance with the amounts of their respective Revolving
Credit Commitments.
 Section   10.5.  Indemnity.  The Lenders shall ratably indemnify and hold
the Agent, and its directors,  officers,  employees,  agents and representatives
(including as such any security trustee therefor)  harmless from and against any
liabilities,  losses,  costs and expenses suffered or incurred by them hereunder
or under  the  other  Loan  Documents  or in  connection  with the  transactions
contemplated hereby or thereby,  regardless of when asserted or arising,  except
to the extent  they are  promptly  reimbursed  for the same by the  Company  and
except to the  extent  that any event  giving  rise to a claim was caused by the
gross negligence or willful misconduct of the party seeking to be indemnified.
                     SECTION 11.    MISCELLANEOUS.
 Section   11.1.  Withholding  Taxes.  (a) Payments  Free of  Withholding.
Except as  otherwise  required  by law and  subject  to  Section   11.1(b)
hereof,  each payment by the Company  under this  Agreement  and under any other
Loan Document shall be made without withholding for or on account of any present
or future taxes (other than overall net income taxes on the  recipient)  imposed
by  or  within  the  jurisdiction  in  which  the  Company  is  domiciled,   any
jurisdiction  from which the Company  makes any  payment,  or (in each case) any
political  subdivision  or taxing  authority  thereof  or  therein.  If any such
withholding  is so required,  the Company  shall make the  withholding,  pay the
amount  withheld to the  appropriate  governmental  authority  before  penalties
attach  thereto or interest  accrues  thereon and forthwith pay such  additional
amount as may be  necessary to ensure that the net amount  actually  received by
each Lender and the Agent free and clear of such taxes  (including such taxes on
such  additional  amount) is equal to the amount  which that Lender or the Agent
(as the case may be) would have received had such  withholding not been made. If
the Agent or any Lender pays any amount in respect of any such taxes,  penalties
or interest, the Company shall

                                                      -40-

 

<PAGE>



reimburse the Agent or such Lender for that payment on demand in the currency in
which such payment was made.  If the Company  pays any such taxes,  penalties or
interest,  it shall  deliver  official tax receipts  evidencing  that payment or
certified  copies  thereof  to  the  Lender  or  Agent  on  whose  account  such
withholding  was  made  (with a copy to the  Agent if not the  recipient  of the
original) on or before the thirtieth day after payment.
         (b) U.S.  Withholding Tax Exemptions.  Each Lender that is not a United
States  person  (as such term is defined in  Section   7701(a)(30)  of the
Code) shall  submit to the Company and the Agent on or before the earlier of the
date the initial  Borrowing is made hereunder and 30 days after the date hereof,
two duly  completed  and signed  copies of either  Form 1001  (relating  to such
Lender and entitling it to a complete  exemption from withholding under the Code
on all amounts to be received by such Lender,  including  fees,  pursuant to the
Loan  Documents  and the  Loans) or Form 4224  (relating  to all  amounts  to be
received by such Lender,  including fees, pursuant to the Loan Documents and the
Loans) of the United States Internal Revenue  Service.  Thereafter and from time
to time,  each Lender shall submit to the Company and the Agent such  additional
duly  completed  and  signed  copies of one or the other of such  Forms (or such
successor forms as shall be adopted from time to time by the relevant United 
States taxing authorities) as may be (i) requested by the Company in a
written  notice,  directly  or through the Agent,  to such  Lender and  (ii) 
required  under  then-current  United States law or  regulations  to avoid or
reduce United States  withholding taxes on payments in respect of all amounts to
be received by such Lender,  including  fees,  pursuant to the Loan Documents or
the Loans.
         (c) Inability of Lenders to Submit Forms. If any Lender determines,  as
a result of any  change in  applicable  law,  regulation  or  treaty,  or in any
official application or interpretation  thereof,  that it is unable to submit to
the Company or the Agent any form or  certificate  that such Lender is obligated
to submit pursuant to subsection   (b) of this Section 11.1 or that
such  Lender is  required  to  withdraw  or cancel any such form or  certificate
previously  submitted  or  any  such  form  or  certificate   otherwise  becomes
ineffective  or inaccurate,  such Lender shall  promptly  notify the Company and
Agent of such fact and the  Lender  shall to that  extent  not be  obligated  to
provide any such form or certificate  and will be entitled to withdraw or cancel
any affected form or certificate, as applicable.
 Section   11.2.  Non-Business  Days. If any payment hereunder becomes due
and payable on a day which is not a Business  Day,  the due date of such payment
shall be extended to the next succeeding Business Day on which date such payment
shall be due and payable. In the case of any payment of principal falling due on
a day which is not a Business  Day,  interest  on such  principal  amount  shall
continue to accrue  during such  extension at the rate per annum then in effect,
which accrued amount shall be due and payable on the next scheduled date for the
payment of interest.
 Section  11.3. No Waiver, Cumulative Remedies. No delay or failure on the
part of any Lender or on the part of any holder of any of the Obligations in the
exercise  of any  power or right  shall  operate  as a waiver  thereof  or as an
acquiescence  in any  default,  nor shall any single or partial  exercise of any
power or right preclude any other or further exercise thereof or the exercise of
any other power or right.  The rights and remedies  hereunder of the Lenders and
any of the holders of the  Obligations  are cumulative to, and not exclusive of,
any rights or remedies which any of them would otherwise have.

                                                      -41-

 

<PAGE>



 Section   11.4.  Waivers,  Modifications  and  Amendments.  Any provision
hereof or of any of the other Loan Documents may be amended, modified, waived or
released  and any  Default  or  Event of  Default  and its  consequences  may be
rescinded  and  annulled  upon the  written  consent  of the  Required  Lenders;
provided,  however,  that without the consent of all Lenders no such  amendment,
modification  or waiver  shall  increase  the  amount or extend  the term of any
Lender's Revolving Credit Commitment or reduce the amount of any principal of or
interest rate  applicable to, or extend the maturity of, any Obligation  owed to
it or reduce the amount of the fees to which it is entitled  hereunder or change
this Section or change the definition of "Required Lenders" or change the number
of Lenders  required to take any action hereunder or under any of the other Loan
Documents or permit the Company to assign any of its rights hereunder or release
any  Guarantor  from  its   obligations   under  its  Guaranty.   No  amendment,
modification or waiver of the Agent's  protective  provisions shall be effective
without the prior written consent of the Agent.
 Section   11.5.  Costs and Expenses.  The Company agrees to pay on demand
the  costs  and  expenses  of the  Agent in  connection  with  the  negotiation,
preparation,  execution and delivery of this Agreement, the other Loan Documents
and the other instruments and documents to be delivered hereunder or thereunder,
and in connection with the transactions  contemplated hereby or thereby,  and in
connection  with any  consents  hereunder  or  waivers or  amendments  hereto or
thereto,  including the fees and expenses of Messrs. Chapman and Cutler, counsel
for  the  Agent,  with  respect  to all of the  foregoing  (whether  or not  the
transactions contemplated hereby are consummated; provided, however, in no event
shall the Company's  obligation to reimburse the Agent for such fees  (exclusive
of  such  counsel's   expenses  and   disbursements)   in  connection  with  the
negotiation, preparation, execution and delivery of this Agreement and the other
Loan  Documents to be delivered as a condition  precedent to initial  funding of
the credit contemplated hereby exceed $20,000. The Company further agrees to pay
to Agent and the Lenders and any other holders of the  Obligations all costs and
expenses  (including  court costs,  the allocated  costs of inhouse  counsel and
outside  attorneys' fees), if any, incurred or paid by the Agent, the Lenders or
any other holders of the  Obligations in connection with any Default or Event of
Default or in connection  with the  enforcement  of this Agreement or any of the
other Loan Documents or any other instrument or document delivered  hereunder or
thereunder.  The Company  further agrees to indemnify and save the Lenders,  the
Agent  and any  security  trustee  for the  Lenders  harmless  from  any and all
liabilities,  losses, costs and expenses incurred by the Lenders or the Agent in
connection with any action, suit or proceeding brought against the Agent, or any
security trustee or any Lender by any Person (but excluding  attorneys' fees for
litigation solely between the Lenders to which the Company is not a party) which
arises out of the  transactions  contemplated  or financed  hereby or out of any
action or inaction by the Agent, any security trustee or any Lender hereunder or
thereunder,  except  for such  thereof as is caused by the gross  negligence  or
willful  misconduct of the party seeking to be  indemnified.  The  provisions of
this Section and the  protective  provisions  of  Section   2 hereof shall
survive payment of the Obligations.
 Section 11.6. Documentary Taxes. The Company agrees to pay on demand any
documentary,  stamp or similar taxes payable in respect of this Agreement or any
other Loan Document,  including  interest and  penalties,  in the event any such
taxes are assessed,  irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

                                                      -42-

 

<PAGE>



 Section   11.7.  Survival of  Representations.  All  representations  and
warranties  made herein or in any of the other Loan Documents or in certificates
given  pursuant  hereto or thereto  shall  survive the execution and delivery of
this  Agreement and the other Loan  Documents,  and shall continue in full force
and  effect  with  respect to the date as of which they were made as long as any
credit is in use or available hereunder.
 Section   11.8.  Survival  of  Indemnities.  All  indemnities  and  other
provisions  relative  to  reimbursement  to the Agent and the Lenders of amounts
sufficient to protect the yield of the Agent and the Lenders with respect to the
Loans, including, but not limited to, Sections 2.7, and 2.9 hereof, shall
survive the termination of this Agreement and the payment of the Obligations.
 Section 11.9. Participations. Any Lender may grant participations in its
extensions of credit hereunder to any other Lender or other lending  institution
(a "Participant"), provided that (i) no Participant shall thereby acquire
any direct rights under this Agreement, (ii) no Lender shall agree with a
Participant  not to exercise any of such Lender's rights  hereunder  without the
consent of such  Participant  except for rights which under the terms hereof may
only be exercised by all Lenders and (iii) no sale of a participation  in
extensions  of credit  shall in any manner  relieve  the  selling  Lender of its
obligations hereunder.  Section 11.10. Assignment Agreements. Each Lender
may, from time to time upon at least 5 Business  Days' prior  written  notice to
the Agent, assign to other commercial lenders part of its rights and obligations
under this Agreement (including without limitation the indebtedness evidenced by
the Notes then  owned by such  assigning  Lender,  together  with an  equivalent
proportion of its Revolving Credit Commitments to make Loans hereunder) pursuant
to written agreements executed by such assigning Lender, such assignee lender or
lenders,  the  Company and the Agent,  which  agreements  shall  specify in each
instance the portion of the  indebtedness  evidenced by the Notes which is to be
assigned to each such assignee  lender and the portion of the  Revolving  Credit
Commitments  of the  assigning  Lender  to be  assumed  by it  (the  "Assignment
Agreements");  provided,  however, that (i) each such assignment shall be
of a constant,  and not a varying,  percentage of the assigning  Lender's rights
and  obligations  under this Agreement and the  assignment  shall cover the same
percentage  of such  Lender's  Revolving  Credit  Commitments,  Loans and Notes;
(ii)   each  such  assignment  shall be made by a Lender which is a lender
under the Short-Term Credit Agreement and shall be made  contemporaneously  with
an assignment of the same  percentage  of such Lender's  rights and  obligations
with respect to the Short-Term Credit Agreement;  (iii)   unless the Agent
otherwise  consents,  the aggregate amount of the Revolving Credit  Commitments,
Loans and Notes of the  assigning  Lender being  assigned  pursuant to each such
assignment  (determined  as of the  effective  date of the  relevant  Assignment
Agreement)  shall in no event be less than  $5,000,000  and shall be an integral
multiple of $1,000,000; (iv)  the Agent and the Company must each consent,
which consent shall not be unreasonably  withheld,  to each such assignment to a
party which was not an original signatory of this Agreement;  and (v) the
assigning  Lender  must pay to the Agent a  processing  and  recordation  fee of
$3,000 and any out-of-pocket  attorneys' fees and expenses incurred by the Agent
in  connection  with  such  Assignment  Agreement.  Upon the  execution  of each
Assignment  Agreement by the assigning  Lender  thereunder,  the assignee lender
thereunder,  the Company and the Agent and payment to such  assigning  Lender by
such assignee  lender of the purchase price for the portion of the  indebtedness
of the Company being

                                                      -43-


<PAGE>



acquired  by it,  (i)   such  assignee  lender  shall  thereupon  become a
"Lender" for all purposes of this Agreement with Revolving Credit Commitments in
the  amounts  set forth in such  Assignment  Agreement  and with all the rights,
powers and obligations  afforded a Lender hereunder,  (ii) such assigning
Lender shall have no further  liability for funding the portion of its Revolving
Credit Commitments assumed by such other Lender and (iii)  the address for
notices  to  such  assignee  Lender  shall  be as  specified  in the  Assignment
Agreement  executed by it.  Concurrently with the execution and delivery of such
Assignment  Agreement,  the  Company  shall  execute  and  deliver  Notes to the
assignee Lender in the respective  amounts of its Revolving  Credit  Commitments
under  the  Revolving  Credit  and new  Notes  to the  assigning  Lender  in the
respective  amounts of its  Revolving  Credit  Commitments  under the  Revolving
Credit after giving effect to the reduction  occasioned by such assignment,  all
such Notes to constitute  "Notes" for all purposes of this  Agreement and of the
other  Loan  Documents.  Section   11.11.  Notices.  Except  as  otherwise
specified herein, all notices hereunder shall be in writing (including,  without
limitation,  notice by telecopy) and shall be given to the relevant party at its
address or telecopier number set forth below, in the case of the Company,  or on
the appropriate signature page hereof, in the case of the Lenders and the Agent,
or such other address or telecopier  number as such party may hereafter  specify
by notice  to the Agent and the  Company  given by United  States  certified  or
registered  mail, by telecopy or by other  telecommunication  device  capable of
creating a written record of such notice and its receipt.  Notices  hereunder to
the Company shall be addressed to:
                           to the Company at:

                           6133 North River Road, Suite 1000
                           Rosemont, Illinois  60018-5171
                           Attention:  Donald C. Welchko
                           Telephone: (847) 518-8700
                           Telecopy:  (847) 518-8777

                           with a copy (in case of notices of default) to:

                           Katten Muchin & Zavis
                           525 West Monroe Street, Suite 1600
                           Chicago, Illinois  60661-3693
                           Attention:  Steven A. Shapiro
                           Telephone:  (312) 902-5200
                           Telecopy:  (312) 902-1061
                           to the Agent at:

                           Harris Trust and Savings Bank
                           P.O. Box 755
                           111 West Monroe Street
                           Chicago, Illinois  60690
                           Attention:  James H. Colley
                           Telephone:  (312) 461-6876
                           Telecopy:  (312) 293-5041

                                                      -44-


<PAGE>


Each such notice,  request or other  communication  shall be  effective  (i) 
if given by  telecopier,  when such telecopy is transmitted to the telecopier
number  specified in this Section and a  confirmation  of such telecopy has been
received by the sender, (ii) if given by mail, five (5) days after
such communication is deposited in the mail, certified or registered with return
receipt requested,  addressed as aforesaid or (iii) if given by any other
means, when delivered at the addresses specified in this Section;  provided that
any notice given pursuant to Section   1 or Section   2 hereof shall
be effective only upon receipt. Section 11.12.  Construction. The parties
hereto  acknowledge  and agree that this  Agreement and the other Loan Documents
shall not be construed  more favorably in favor of one than the other based upon
which party  drafted the same,  it being  acknowledged  that all parties  hereto
contributed  substantially  to the  negotiation  of this Agreement and the other
Loan Documents.  NOTHING CONTAINED HEREIN SHALL BE DEEMED OR CONSTRUED TO PERMIT
ANY ACT OR OMISSION  WHICH IS  PROHIBITED  BY THE TERMS OF ANY OF THE OTHER LOAN
DOCUMENTS,  THE COVENANTS AND AGREEMENTS  CONTAINED  HEREIN BEING IN ADDITION TO
AND NOT IN SUBSTITUTION FOR THE COVENANTS AND AGREEMENTS  CONTAINED IN THE OTHER
LOAN DOCUMENTS.  Section 11.13.  Headings.  Section headings used in this
Agreement  are for  convenience  of  reference  only  and are not a part of this
Agreement  for  any  other  purpose.   Section   11.14.   Severability  of
Provisions. Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions  hereof or affecting the validity or enforceability of such provision
in any other  jurisdiction.  All rights,  remedies  and powers  provided in this
Agreement and the other Loan  Documents may be exercised only to the extent that
the exercise  thereof does not violate any  applicable  mandatory  provisions of
law, and all the  provisions of this  Agreement and the other Loan Documents are
intended to be subject to all applicable  mandatory  provisions of law which may
be controlling  and to be limited to the extent  necessary so that they will not
render this Agreement or the other Loan Documents invalid or unenforceable.
 Section 11.15 Counterparts. This Agreement may be executed in any number
of  counterparts,  and by  different  parties  hereto  on  separate  counterpart
signature  pages,  and all such  counterparts  taken together shall be deemed to
constitute  one  and  the  same   instrument.   Section 11.16.   Entire
Understanding.  This Agreement together with the other Loan Documents constitute
the entire  understanding  of the parties  with  respect to the  subject  matter
hereof and any prior  agreements,  whether written or oral, with respect thereto
are superseded hereby except for prior understandings related to fees payable to
the Agent upon the  initial  closing of the  transactions  contemplated  hereby.
Section 11.17.  Binding Nature,  Governing Law, Etc. This Agreement shall
be binding upon the Company and its successors  and assigns,  and shall inure to
the benefit of the Agent and the Lenders and the benefit of their successors and
assigns, including any subsequent holder of an interest in the Obligations.  The
Company may not assign its rights hereunder without the written

                                                      -45-

 

<PAGE>



consent of the Lenders.  THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF ILLINOIS  WITHOUT  REGARD TO  PRINCIPLES  OF  CONFLICTS OF LAWS.
Section   11.18.  Submission to  Jurisdiction;  Waiver of Jury Trial.  The
Company hereby  submits to the  nonexclusive  jurisdiction  of the United States
District  Court for the Northern  District of Illinois and of any Illinois State
court  sitting  in the City of Chicago  for  purposes  of all legal  proceedings
arising out of or relating to this  Agreement,  the other Loan  Documents or the
transactions  contemplated hereby or thereby. The Company irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such  proceeding  brought in such a court
and any claim that any such proceeding  brought in such a court has been brought
in an  inconvenient  forum.  THE  COMPANY,  THE AGENT,  AND EACH  LENDER  HEREBY
IRREVOCABLY  WAIVES  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY.


                                                      -46-






















<PAGE>



         Upon your acceptance  hereof in the manner  hereinafter set forth, this
Agreement  shall  constitute  a contract  between  us for the uses and  purposes
hereinabove set forth.

         Dated as of this 4th day of November, 1998.


                                                   ANICOM, INC.
                                                   By

                                                   Name:

                                                   Title:




                                                










                                                      -47-


<PAGE>



         Accepted and Agreed to at Chicago, Illinois as of the day and year last
         above written.

         Each of the Lenders  hereby agrees with each other Lender that if it
should  receive  or  obtain  any  payment  (whether  by  voluntary  payment,  by
realization  upon  collateral,  by the exercise of rights of set-off or banker's
lien, by counterclaim or cross action, or by the enforcement of any rights under
this Agreement,  any of the other Loan Documents or otherwise) in respect of the
Obligations  in a greater  amount than such Lender would have  received had such
payment  been made to the  Agent  and been  distributed  among  the  Lenders  as
contemplated by Section 3.4 hereof then in that event the Lender  receiving such
disproportionate payment shall purchase for cash without recourse from the other
Lenders an interest in the  Obligations  of the Company to such  Lenders in such
amount as shall  result in a  distribution  of such payment as  contemplated  by
Section  3.4 hereof.  In the event any payment  made to a Lender and shared with
the other Lenders pursuant to the provisions  hereof is ever recovered from such
Lender,  the Lenders receiving a portion of such payment hereunder shall restore
the same to the payor Lender,  but without  interest.  Amount and  Percentage of
Commitments:

Revolving Credit
      Commitment:
      $17,500,000
                                          HARRIS TRUST AND SAVINGS BANK
                                          By

                                                          Its Vice President

                                          111 West Monroe Street
                                          Chicago, Illinois  60603
                                          Attention:  James H. Colley
                                          Telephone:  (312) 461-6876
                                          Telecopy:  (312) 293-5041























                                                      -48-


<PAGE>




Revolving Credit
      Commitment:
      $16,250,000
                                             THE FIRST NATIONAL BANK OF CHICAGO
                                             By

                                              Its


                                             One First National Plaza
                                             Chicago, Illinois  60670
                                             Attention:  Julia A. Bristow
                                             Telephone:  (312) 732-7790
                                             Telecopy:  (312) 732-1117



                                  

                                                      



















                                      -49-


<PAGE>




Revolving Credit
      Commitment:
      $16,250,000
                                         LASALLE NATIONAL BANK
                                         By

                                          Its


                                         135 South LaSalle Street
                                         Chicago, Illinois  60603
                                         Attention:  Marguerite A. Laughlin
                                         Telephone:  (312) 904-6150
                                         Telecopy:  (312) 904-6742





























                                                      -50-


<PAGE>




Revolving Credit
      Commitment:
      $10,000,000
                                            BANK OF AMERICA NATIONAL TRUST AND
                                            SAVINGS ASSOCIATION
                                            By

                                            Its


                                            231 South LaSalle Street
                                            Chicago, Illinois  60697
                                            Attention:  Paul R. Frey
                                            Telephone:  (312) 828-8230
                                            Telecopy:  (312) 765-2193



 
















                                                      -51-


<PAGE>



                                    EXHIBIT A
                                  ANICOM, INC.
                        SHORT-TERM REVOLVING CREDIT NOTE
Chicago, Illinois

$------------------------------------
__________, 199___
         On the Revolving  Credit  Termination  Date,  for value  received,  the
undersigned,  ANICOM,  INC.,  a Delaware  corporation  (the  "Company"),  hereby
promises  to pay to the order of  ____________________  (the  "Lender"),  at the
principal  office of Harris  Trust and Savings  Bank in Chicago,  Illinois,  the
principal  sum  of  (i)  ________________________________   and  no/100  Dollars
($_________________),  or  (ii)   such  lesser  amount as may at the time of the
maturity hereof,  whether by acceleration or otherwise,  be the aggregate unpaid
principal  amount of all Loans  owing from the  Company to the Lender  under the
Revolving Credit provided for in the Credit Agreement hereinafter mentioned.
         This  Note  evidences  loans  constituting  part  of a  "Domestic  Rate
Portion"  and  "LIBOR  Portions"  as such  terms  are  defined  in that  certain
Short-Term  Credit Agreement dated as of November   4,  1998,  between the
Company,  Harris Trust and Savings Bank,  individually and as Agent  thereunder,
and the other  Lenders which are now or may from time to time  hereafter  become
parties thereto (said Credit Agreement, as the same may be amended,  modified or
restated from time to time, being referred to herein as the "Credit  Agreement")
made and to be made to the  Company by the  Lender  under the  Revolving  Credit
provided for under the Credit Agreement,  and the Company hereby promises to pay
interest  at the office  described  above on each loan  evidenced  hereby at the
rates  and at the times  and in the  manner  specified  therefor  in the  Credit
Agreement.
         Each loan made under the  Revolving  Credit  provided for in the Credit
Agreement  by the Lender to the Company  against  this Note,  any  repayment  of
principal hereon,  the status of each such loan from time to time as part of the
Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR  Portion,
the interest rate and Interest  Period  applicable  thereto shall be endorsed by
the  holder  hereof  on a  schedule  to this Note or  recorded  on the books and
records of the holder hereof  (provided that such entries shall be endorsed on a
schedule to this Note prior to any negotiation  hereof). The Company agrees that
in any action or proceeding  instituted to collect or enforce collection of this
Note,  the  entries so  endorsed  on a schedule  to this Note or recorded on the
books and  records of the holder  hereof  shall be prima  facie  evidence of the
unpaid principal balance of this Note, the status of each such loan from time to
time as part of the Domestic Rate Portion or a LIBOR  Portion,  and, in the case
of any LIBOR Portion, the interest rate and Interest Period applicable thereto.
         This Note is issued by the Company  under the terms and  provisions  of
the Credit Agreement, and this Note and the holder hereof are entitled to all of
the benefits and security provided for thereby or referred to therein,  to which
reference is hereby made for a statement  thereof.  This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain  prepayments are required to be made hereon, all
in the  events,  on the  terms  and  with the  effects  provided  in the  Credit
Agreement.  All capitalized terms used herein without  definition shall have the
same meanings herein as such terms are defined in the Credit

                                                      -52-


<PAGE>



Agreement.
         The Company  hereby  promises to pay all costs and expenses  (including
attorneys'  fees)  suffered or incurred by the holder hereof in collecting  this
Note or enforcing  any rights in any  collateral  therefor.  The Company  hereby
waives  presentment  for  payment and demand.  THIS NOTE SHALL BE  CONSTRUED  IN
ACCORDANCE  WITH,  AND GOVERNED  BY, THE INTERNAL  LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
                                            ANICOM, INC.
                                            By:

                                             Name:

                                             Title:
































                                                      

                                                      -53-


<PAGE>



                                EXHIBIT B
                             COMPLIANCE CERTIFICATE
         To:      Harris Trust and Savings Bank, as Agent
         under, and the Lenders party to, the
         Credit Agreement described below
         This  Compliance  Certificate is furnished to the Agent and the Lenders
pursuant to that certain  Short-Term  Credit  Agreement dated as of November 4,
1998, by and among  Anicom,  Inc.  (the  "Company")  and you (the "Credit
Agreement").  Unless otherwise defined herein, the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Credit Agreement.
         THE UNDERSIGNED HEREBY CERTIFIES THAT:
         1. I am  the  duly  elected  _________________________________  of  the
          Company;  2. I have  reviewed the terms of the Credit  Agreement and I
          have made, or have caused
to be made under my  supervision,  a  detailed  review of the  transactions  and
conditions  of the Company and its  Subsidiaries  during the  accounting  period
covered by the attached financial statements;
          3. The examinations  described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or the  occurrence of
any event which  constitutes a Default or Event of Default  during or at the end
of the accounting period covered by the attached  financial  statements or as of
the date of this Certificate, except as set forth below;
          4. The  financial  statements  required by  Section   8.5 of the
Credit Agreement and being furnished to you  concurrently  with this Certificate
are  true,  correct  and  complete  as of the date and for the  periods  covered
thereby; and
          5. The Attachment  hereto sets forth  financial data and  computations
evidencing  the  Company's  compliance  with  certain  covenants  of the  Credit
Agreement,  all of which data and computations are, to the best of my knowledge,
true,  complete and correct and have been made in  accordance  with the relevant
Sections of the Credit Agreement.
         Described below are the exceptions,  if any, to  paragraph   3 by
listing,  in detail,  the nature of the  condition or event,  the period  during
which it has existed and the action which the Company has taken,  is taking,  or
proposes to take with respect to each such condition or event:
         
     ------------------------------------------------------------------------

     ------------------------------------------------------------------------

     ------------------------------------------------------------------------

     ------------------------------------------------------------------------




         The foregoing certifications,  together with the computations set forth
in the  Attachment  hereto  and the  financial  statements  delivered  with this
Certificate  in support  hereof,  are made and delivered  this  _________ day of
__________________ 19___.



                                  ...................................,
                                  ...................................
                                          (Print or Type Name)
                                                (Title)



                                                      -54-


<PAGE>



                      ATTACHMENT TO COMPLIANCE CERTIFICATE
                                  ANICOM, INC.
                  Compliance Calculations for Credit Agreement
                       Dated as of November 4, 1998
                     Calculations as of _____________, 19___
---------------------------------------------------------------------------

 A.    CURRENT RATIO (SECTION 8.6)
         1.       Total current assets (including         ............
                  prepaid expenses)
         2.       Total current liabilities               ............
         3.       Special Post-Closing Acquisition        ............
                  Liabilities
         4.       Line 2 minus Line 3                     ............
         5.       Ratio of Line 1 to Line 4
                  ("Current Ratio")
         6.       As listed in Section 8.6, the Current Ratio
                  shall not be less than                                1:40 : 1
                                                                  --------------
         7. Company is in Compliance?
                  (Circle Yes or No)                                    Yes/No 

B.    INTEREST COVERAGE RATIO (SECTION 8.7)
         1.       Consolidated Net Income as defined       .............
         2.       Amounts deducted in arriving at
                  Consolidated Net Income in respect of
                  (a)      Interest Expense                .............
                  (b)      Federal, state and local
                           income taxes                    .............
         3.       Sum of Lines 1, 2(a) and 2(b)
                  ("EBIT")
         4.       Interest Expense
         5.       Ratio of EBIT (Line 3)
                  to Interest Expense (Line 4) ("Interest
                  Coverage Ratio")                                          : 1
                                                                  ==============
         6.       As listed in Section 8.7, for
                  the date of this Certificate,
                  the Interest Coverage
                  Ratio shall not be less than
                  2.0 : 1
         7.       Company is in compliance?
                  (Circle yes or no)
                          Yes/No  




                                      -55-
<PAGE>

C.   TANGIBLE NET WORTH (SECTION 8.8) 1. Shareholders' Equity
                  -----------
         2.       Less
                  (a)      Notes receivable
                           from officers and
                           employees
                  (b)      Intangible Assets                ........... 
                  3.       Line 1 minus Lines 2(a) and 2(b)
                  ("Tangible Net Worth")
                                                            -----------
         4.       As required by Section 8.8,
                  Tangible Net Worth must not be less than
                  Minimum Required Amount
                  (a)      Consolidated Net Income          ............. 
                  (b)      .50 X Line 4(a)                  ............. 
                  (c)      Line 4(b) plus the               $________   _______
                           Minimum Required
                           Amount for the immediately
                           preceding fiscal quarter
                           ("Minimum Required Amount")
         5.          Company is in  compliance?  (Circle  yes or no) Yes/No 
 D.      DEBT TO EARNINGS RATIO (SECTION 8.9)
         1.       Total Funded Debt                     ...........
         2.       EBITDA (Line B3 plus amounts charged
                  for depreciation, amortization and
                  Fiscal 1998 Charges)                  ...........
         3.       Ratio of Line 1 to Line 2
                  ("Debt to Earnings Ratio") 
                                                                           : 1
                                                                   ============
         4.       As listed in Section8.9,
                  Debt to Earnings Ratio
                  must not be greater than
                                                                      3.5 : 1
                                                                   ============
         5.       Company is in compliance?  (Circle yes or no)

                      Yes/No  
                     E.    LEVERAGE RATIO (SECTION 8.10)
         1.       Total Funded Debt                               .............
         2.       Shareholders' Equity
         3.       Line 1 plus Line
         4.       Total Capitalization
                  (from Line E3 above)                            .............
         5.       Ratio of Line 1 to Line 4
                  ("Leverage Ratio")                                         :1
         7.       As listed in Section 8.10, for
                  the date of this Certificate,
                  the Leverage Ratio shall not
                  be greater than
                        0.40 :1
         8.       Company is in compliance?
                  (Circle yes or no)                                 Yes/No  




                                                      -56-


<PAGE>



F.             SPECIAL POST-CLOSING ACQUISITION LIABILITIES.

       The following summarizes the Special Post-Closing Acquisition Liabilities
used in computing compliance with the current ratio (Section 8.6):______________

________________________________________________________________________________
 
________________________________________________________________________________


        NATURE OF RESERVE              DATE CREATED                AMOUNT



























 

                                                      -57-


<PAGE>



                                    EXHIBIT C
                            SUBORDINATED INDEBTEDNESS


                                   INTEREST   BALANCE AS
                  INSTRUMENT         RATE    OF 6/30/98         MATURITY


Note payable to Robert Brzustewicz  8.55%     $1,000,00  In an installment on
                                                         March >12, 1999


Note payable to James Hinshaw       prime     $440,213   In monthly installments
                                                         through July 1, 2002


Notes payable to Kenneth Burgess    8.00%     $166,667   In an installment on
                                                         October 27, 1998


Note payable to Bruce Stanley       6.77% to  $300,000   On demand
                                    8.00%





                                                      -58-


<PAGE>



                                    EXHIBIT D
                     SUBORDINATION PROVISIONS APPLICABLE TO
                                SUBORDINATED DEBT
         (a) The  indebtedness  evidenced by the  subordinated  notes1/* and any
renewals or extensions thereof (hereinafter called "Subordinated Indebtedness"),
shall at all times be wholly  subordinate  and junior in right of payment to any
and all  credit  and other  indebtedness,  obligations  and  liabilities  of the
Company to the lenders  (collectively  the "Lenders") and their agent (each,  an
"Agent") under or in connection with (i) that  certain  Long-Term  Credit
Agreement dated as of November   4, 1998 by and among the Company,  Harris
Trust and Savings  Bank,  individually  ("Harris")  and as Agent for the Lenders
thereunder  and other  Lenders  from time to time  party  thereto  and  (ii) 
that certain  Short-Term Credit Agreement dated as of November 4, 1998
by and among the Company,  Harris Trust and Savings  Bank,  individually  and as
Agent for the  Lenders  thereunder  and other  Lenders  from time to time  party
thereto,  in each case  howsoever  evidenced,  whether now existing or hereafter
created or arising, whether direct or indirect, absolute or contingent, or joint
or several,  as any of the same may be  modified,  supplemented  or amended from
time to time  (hereinafter  called "Superior  Indebtedness"),  in the manner and
with the force and effect hereafter set forth:
                   (1) In the event of any  liquidation,  dissolution or winding
         up of the Company of in the event of any execution sale,  receivership,
         insolvency, bankruptcy,  liquidation,  readjustment,  reorganization or
         other  similar  proceeding  relative to the Company or its  properties,
         then in any such event the holders of any and all Superior Indebtedness
         shall be  preferred  in the payment of their  claims over the holder or
         holders   of  the   Subordinated   Indebtedness,   and  such   Superior
         Indebtedness  shall be first  paid and  satisfied  in full  before  any
         payment  or  distribution  of any kind or  character,  whether in cash,
         property   or   securities   shall  be  made   upon  the   Subordinated
         Indebtedness; and in any such event any dividend or distribution of any
         kind or character,  whether in cash, property or securities which shall
         be made upon or in respect  of the  Subordinated  Indebtedness,  or any
         renewals  or  extensions  hereof,  shall be paid over to the holders of
         such  Superior  Indebtedness,  pro rata,  for  application  in  payment
         thereof  unless and until such  Superior  Indebtedness  shall have been
         paid and satisfied in full;
                   (2) Without limiting any of the other provisions  hereof,  in
         the event that the Subordinated Indebtedness is declared or becomes due
         and payable because of the occurrence of any event of default hereunder
         (or under the agreement or indenture,  as appropriate) or for any other
         reason  other than at the option of the  Company,  under  circumstances
         when the  foregoing  clause   (1)  shall not be  applicable,  the
         holders of the Subordinated  Indebtedness shall be entitled to payments
         only  after  there  shall  first  have been  paid in full all  Superior
         Indebtedness outstanding at the time the Subordinated Indebtedness
--------
         1
         *  Or debentures or other designation as may be appropriate.



                                                     








                                                      -59-


<PAGE>



         so becomes due and payable  because of any such event, or payment shall
         have been provided for in a manner  satisfactory to the holders of such
         Superior Indebtedness;
                   (3) No payment on account of principal of,  premium,  if any,
         or interest on the Subordinated  Indebtedness  shall be made, nor shall
         any  assets  be  applied  to  the  purchase  or  other  acquisition  or
         retirement  of the  Subordinated  Indebtedness,  unless full payment of
         amounts  then due on all  Superior  Indebtedness  has been made or duly
         provided  for, and no payment on account of principal of,  premium,  if
         any, or interest on the  Subordinated  Indebtedness  shall be made, nor
         shall any assets be applied to the  purchase  or other  acquisition  or
         retirement  of the  Subordinated  Indebtedness,  if at the time of such
         payment or  application  or  immediately  after giving effect  thereto,
         there  shall  exist a default  in the  payment of any amount due on any
         Superior Indebtedness;
                   (4) If there  shall  have  occurred a default  (other  than a
         default in the payment of any amount due) with  respect to any issue of
         Superior  Indebtedness,  as defined therein or in the instrument  under
         which the same has been issued,  permitting the holders thereof,  after
         notice or lapse of time, or both, to accelerate  the maturity  thereof,
         and any such  holders  as  constitute  a  sufficient  number  or hold a
         sufficient amount of such Superior Indebtedness as to have the right to
         so accelerate the maturity thereof (the "Notifying  Debtholders") shall
         give written notice of the default to the Company (a "Default Notice"),
         then, unless and until such default shall have been cured or waived, no
         payment on account of principal of, premium, if any, or interest on the
         Subordinated  Indebtedness  shall be made,  nor  shall  any  assets  be
         applied to the  purchase  or other  acquisition  or  retirement  of the
         Subordinated Indebtedness,  at any time during the 180 days immediately
         following  the  delivery  of the  Default  Notice to the  Company  (the
         "Blockage  Period");  provided that if, during the Blockage  Period the
         Notifying  Debtholders  shall  have  accelerated  the  maturity  of the
         Superior Indebtedness held by such Notifying Debtholders, or shall have
         taken such action as is  necessary  under the  governing  agreement  or
         instrument  to accelerate  the maturity of such  Superior  Indebtedness
         (subject  only to the  expiration  of a grace  period not  exceeding 30
         days),  then the  Blockage  Period shall be extended for any such grace
         period and thereafter for so long as such  acceleration  shall continue
         to be in effect and judicial  proceedings shall be pending with respect
         thereto,  the  Notifying   Debtholders  shall  be  in  the  process  of
         foreclosing or otherwise collecting or realizing on collateral for such
         Superior  Indebtedness or the Notifying  Debtholders shall otherwise be
         pursuing collection procedures in good faith. At the expiration of such
         Blockage  Period,  (i) the Company shall,  absent the occurrence
         prior to  payment  thereof  by the  Company  of any  event set forth in
         Section   1 or 3 hereof,  pay to the holders of the  Subordinated
         Indebtedness  all amounts  which would have been payable  other than by
         reason of  acceleration  during the Blockage  Period and (ii)  if
         the default  referred to in the Default  Notice shall continue to exist
         and shall not have been waived, then the Notifying Debtholders shall be
         permitted  to submit a new  Default  Notice  respecting  such  event of
         default. If, during any Blockage Period, a subsequent Default Notice is
         served respecting an event or events of default which were in existence
         and  known  to  such  Notifying  Debtholder  on  the  first  day of the
         pre-existing Blockage Period, then the Blockage period triggered by the
         subsequent Default Notice shall terminate at the same time

                                                      -60-


<PAGE>



         as the pre-existing Blockage Period;
                   (5)  Any  holders  of  Subordinated  Indebtedness  shall  not
         without  the prior  written  consent  of the  holders  of the  Superior
         Indebtedness  take any  collateral for any  Subordinated  Indebtedness,
         whether  from the Company or any other party,  nor take any  guaranties
         for any Subordinated Indebtedness,  from any party, in each case if and
         so long as the terms of any of the Superior  Indebtedness prohibit such
         liens or  guaranties.  Without  limiting the effect of any of the other
         provisions of this Agreement,  any interest in or lien on any assets or
         properties of the Company or any other party which may (notwithstanding
         the foregoing  agreement) be held or hereafter acquired by or on behalf
         of  any  holder  of  Subordinated  Indebtedness  as  security  for  any
         Subordinated    Indebtedness   is   and   shall   be   absolutely   and
         unconditionally subject and subordinate in all respects to any security
         interest  or lien  which  may be held or  hereafter  acquired  by or on
         behalf of the holders of Superior  Indebtedness in the same such assets
         or properties as security for any Superior Indebtedness notwithstanding
         the time of attachment  of any interest  therein or lien thereon or the
         filing of any financing statement or any other priority provided by law
         or by agreement; and
                   (6) The holders of Subordinated  Indebtedness  shall not take
         any action to enforce collection of the Subordinated Indebtedness or to
         foreclose or otherwise  realize upon any security or guaranty  given to
         secure or guaranty the  Subordinated  Indebtedness  and the Company and
         any such  guarantor  shall  not  make any  payment  in  respect  of the
         Subordinated Indebtedness,  in each case during any Blockage Period, or
         otherwise unless the Company shall, 180 days prior to the taking of any
         such action,  have provided the holders of Superior  Indebtedness  with
         notice of the occurrence of the default giving rise to such action. Any
         provisions  of this  Section  6 to the  contrary  notwithstanding,  the
         restriction  contained in this  Section  shall no longer apply upon the
         first  to  occur  of  the  following:  (i)   the  institution  of
         bankruptcy  proceedings  by or against  the  Company;  (ii)   the
         acceleration of the Superior Indebtedness;  or (iii) the payment
         or other satisfaction of all of the Superior Indebtedness.  The holders
         of the  Subordinated  Indebtedness  agree  to  accept  a cure  from the
         Lenders of any default  with respect to any  Subordinated  Indebtedness
         (with the same force and effect as if such cure were timely provided by
         the Company or the  appropriate  obligor) at any time during the period
         during which the holders of the Subordinated  Indebtedness agree not to
         act  pursuant to this  Section and if any such  default is cured during
         any such  period  shall be  rescinded  and  annulled  all with the same
         effect as though such default had not occurred and the rate of interest
         on such  Subordinated  Indebtedness  shall accrue during such period at
         the applicable predefault rate.
                   (7) The holders of  Subordinated  Indebtedness  undertake and
         agree for the  benefit  of each  holder  of  Superior  Indebtedness  to
         execute,  verify,  deliver  and file any  proofs  of  claim,  consents,
         assignments  or  other   instruments   which  any  holder  of  Superior
         Indebtedness may at any time require in order to prove and realize upon
         any  rights  or  claims  pertaining  to the  subordinated  notes and to
         effectuate the full benefit of the subordination  contained herein; and
         upon failure of the holder of any subordinated  note so to do, any such
         holder of  Superior  Indebtedness  shall be  deemed  to be  irrevocably
         appointed the agent and  attorney-in-fact of the holder of such note to
         execute, verify, deliver and file any such proofs

                                                       

                                                      -61-


<PAGE>



         of claim, consents, assignments or other instrument.
                   (8) No right of any holder of any  Superior  Indebtedness  to
         enforce  subordination  as herein  provided shall at any time or in any
         way be  affected  or  impaired by any failure to act on the part of the
         Company  or  the   holders  of   Superior   Indebtedness,   or  by  any
         noncompliance  by the  Company  with any of the terms,  provisions  and
         covenants of the  subordinated  notes or the agreement under which they
         are issued, regardless of any knowledge thereof that any such holder of
         Superior Indebtedness may have or be otherwise charged with.
                   (9) The  Company  agrees,  for the  benefit of the holders of
         Superior Indebtedness,  that in the event that any subordinated note is
         declared due and payable before its expressed  maturity  because of the
         occurrence of a default hereunder,  (i) the Company will provide
         prompt  notice in writing of such  happening to the holders of Superior
         Indebtedness and (ii)  a holder of any Superior  Indebtedness may
         declare the same to be immediately  due and payable,  regardless of the
         expressed maturity thereof.
                  (10) To the extent that the  Company  makes any payment on the
         Superior Indebtedness which is subsequently invalidated, declared to be
         fraudulent or preferential,  set aside or is required to be repaid to a
         trustee, receiver or any other party under any bankruptcy act, state or
         Federal  law,  common  law  or  equitable  cause  (such  payment  being
         hereinafter  referred to as a "Voided Payment"),  then to the extent of
         such Voided Payment that portion of the Superior Indebtedness which had
         been  previously  satisfied by such Voided Payment shall be revived and
         continue in full force and effect as if such  Voided  Payment has never
         been made.  In the event that a Voided  Payment is  recovered  from the
         holders  of the  Superior  Indebtedness,  a default  in the  payment of
         Superior   Indebtedness   specified  in   paragraph   (a)(3)  of  these
         subordination  provisions  shall be  deemed to have  existed  and to be
         continuing  from the date of the initial  receipt by the holders of the
         Superior  Indebtedness  of such Voided Payment until the full amount of
         such Voided Payment is fully and finally  restored to the holder of the
         Superior   Indebtedness   and  until  such  time  these   subordination
         provisions shall be in full force and effect.
                  (11) In the event that any payment or  distribution  of assets
         is made to any holder of subordinated  notes in  contravention of these
         subordination  provisions,   such  payment  or  distribution  shall  be
         received  and held by such  holder  in  trust  for the  benefit  of the
         holders  of the  then  outstanding  Superior  Indebtedness  and  shall,
         forthwith upon receipt  thereof,  be paid or distributed to the holders
         of the Superior  Indebtedness,  pro rata,  for  application  in payment
         thereof.
                  (12) The  foregoing  provisions  are solely for the purpose of
         defining the relative rights of the holders of Superior Indebtedness on
         the one hand, and the holders of the  Subordinated  Indebtedness on the
         other hand, and nothing herein shall impair, as between the Company and
         the holders of the  Subordinated  Indebtedness,  the  obligation of the
         Company,  which is unconditional and absolute,  to pay the principal of
         and premium,  if any, and interest on the Subordinated  Indebtedness in
         accordance  with their terms,  nor shall  anything  herein  prevent the
         holders of the Subordinated  Indebtedness  from exercising all remedies
         otherwise  permitted  by  applicable  law  or  hereunder  upon  default
         hereunder, subject to the rights of the holders of Superior 
         Indebtedness as herein provided for.


                                                      -62-


<PAGE>



                                    EXHIBIT E
                                    GUARANTY

         This  Guaranty  Agreement,  dated  as of  ____________,  ____,  made by
____________  _________________________________,  a _________________  organized
under the laws of _________________ (the "Guarantor");
                                   WITNESSETH:
         WHEREAS, Anicom, Inc., a Delaware corporation (the "Borrower"),  Harris
Trust and Savings Bank  ("Harris"),  individually and as Agent (Harris acting as
such agent and any  successor or  successors  to Harris in such  capacity  being
hereinafter referred to as the "Agent"), and the lenders from time to time party
thereto   (Harris  and  such  other  lenders  being   hereinafter   referred  to
collectively as the "Lenders" and  individually as a "Lender") have entered into
a ShortTerm  Credit  Agreement dated as of November   4, 1998 (such Credit
Agreement  as the same may from time to time  hereafter  be  modified or amended
being hereinafter  referred to as the "Credit Agreement")  pursuant to which the
Lenders have extended  various credit  facilities to the Borrower (the Agent and
the Lenders  being  hereinafter  referred  to  collectively  as the  "Guaranteed
Creditors" and individually as a "Guaranteed Creditor"); and
         WHEREAS,  the Borrower owns and holds all or  substantially  all of the
issued and outstanding common capital stock of the Guarantor; and
         WHEREAS,  it is a condition  to the  extension of credit by the Lenders
under the Credit  Agreement that the Guarantor shall have executed and delivered
this Guaranty; and
         WHEREAS,  the Borrower  has  provided and will  continue to provide the
Guarantor  with  business,  technical  and financial  support  beneficial to the
proper  conduct  of the  Guarantor's  business  and the  Guarantor  will  obtain
benefits  as a result of the  extensions  of credit  to the  Borrower  under the
Credit  Agreement;  and,  accordingly,  the Guarantor desires to enter into this
Guaranty in order to satisfy the condition described in the preceding paragraph;
and
         NOW,  THEREFORE,  in  consideration of the foregoing and other benefits
accruing  to the  Guarantor,  the receipt  and  sufficiency  of which are hereby
acknowledged,  the  Guarantor  hereby makes the  following  representations  and
warranties to the Guaranteed  Creditors and hereby covenants and agrees with the
Guaranteed Creditors as follows:
          1. The Guarantor hereby  unconditionally and irrevocably guarantees to
the Guaranteed Creditors, the due and punctual payment of all present and future
indebtedness of the Borrower evidenced by or arising out of the Credit Documents
(as  hereinafter  defined),  including,  but  not  limited  to,  (a) the due and
punctual  payment  of  principal  of and  interest  on all  notes  issued by the
Borrower under the Credit Agreement and any and all notes issued in extension or
renewal  thereof or in substitution or replacement  therefor  (collectively  the
"Notes") as and when the same shall  become due and  payable,  whether at stated
maturity, by acceleration or otherwise,  and (b) the full and prompt performance
and  payment  when  due of any  and  all  other  indebtedness,  obligations  and
liabilities,  whether now existing or hereafter arising,  of the Borrower to the
Guaranteed  Creditors  under or arising out of the Credit  Agreement (the Notes,
Credit  Agreement  and each  guaranty  executed  by  another  subsidiary  of the
Borrower in connection with the Credit Agreement being hereinafter  collectively
referred to as the "Credit Documents"). The indebtedness, obligations and

                                                      -63-


<PAGE>



liabilities  described in the immediately  preceding  clauses (a) and (b)
are hereinafter referred to as the "Guaranteed Obligations".  In case of failure
by Borrower punctually to pay any indebtedness  guaranteed hereby, the Guarantor
hereby  unconditionally  agrees to make such payment or to cause such payment to
be made punctually as and when the same shall become due and payable, whether at
stated maturity, by acceleration or otherwise,  and as if such payment were made
by the Borrower.
          2. The  obligations  of the  Guarantor  under this  Guaranty  shall be
unconditional   and  absolute  and,  without  limiting  the  generality  of  the
foregoing, shall not be released, discharged or otherwise affected by:
                   (a) any extension, renewal, settlement, compromise, waiver or
         release in respect of any  obligation  of the  Borrower or of any other
         guarantor under the Credit Agreement or any other Credit Document or by
         operation of law or otherwise;
                   (b)     any modification or amendment of or supplement to the
         Credit Agreement or any other Credit Document;
                   (c) any  change  in the  corporate  existence,  structure  or
         ownership of (including  any of the foregoing  arising from any merger,
         consolidation, amalgamation or similar transaction), or any insolvency,
         bankruptcy,  reorganization or other similar proceeding affecting,  the
         Borrower,  any other guarantor,  or any of their respective  assets, or
         any resulting release or discharge of any obligation of the Borrower or
         of any other  guarantor  contained  in any  Credit  Document  (it being
         understood  and agreed that the term  "Borrower"  as used herein  shall
         mean and include any corporation, partnership, association or any other
         entity  or  organization   resulting  from  a  merger,   consolidation,
         amalgamation or similar transaction involving the Borrower);
                   (d) the existence of any claim, set-off or other rights which
         the Guarantor may have at any time against any  Guaranteed  Creditor or
         any other person, whether or not arising in connection herewith;
                   (e) any failure to assert,  or any assertion of, any claim or
         demand or any  exercise  of, or  failure  to  exercise,  any  rights or
         remedies against the Borrower, any other guarantor, any other person or
         any of their respective properties;
                   (f)  any  application  of any  sums  by  whomsoever  paid  or
         howsoever realized to any obligation of the Borrower regardless of what
         obligations of the Borrower remain unpaid;
                   (g) any invalidity or unenforceability relating to or against
         the  Borrower  or any other  guarantor  for any  reason  of the  Credit
         Agreement  or  of  any  other  Credit  Document  or  any  provision  of
         applicable law or regulation  purporting to prohibit the payment by the
         Borrower or any other  guarantor of the principal of or interest on any
         Note or any other amount payable by it under the Credit Documents; or
                   (h) any other act or  omission to act or delay of any kind by
         any Guaranteed  Creditor or any other person or any other  circumstance
         whatsoever  that  might,  but for  the  provisions  of this  paragraph,
         constitute a legal or equitable  discharge  of the  obligations  of the
         Guarantor hereunder.
In order to hold the Guarantor liable hereunder, there shall be no obligation on
the part of the Guaranteed Creditors,  at any time, to resort for payment to the
Borrower or any other guarantor, or

                                                

                                                      -64-


<PAGE>



resort to any collateral,  security, property, liens or other rights or remedies
whatsoever,  and the Guaranteed  Creditors  shall have the right to enforce this
Guaranty  irrespective  of whether  or not other  proceedings  or steps  seeking
resort or realization upon or from any of the foregoing are pending.
          3. The  Guarantor's  obligations  hereunder shall remain in full force
and effect until all commitments by the Guaranteed Creditors to extend credit to
the Borrower are  terminated  and the principal of and interest on the Notes and
all other  amounts  payable by the Borrower  under the Credit  Agreement and all
other Credit  Documents shall have been paid in full. If at any time any payment
of the  principal of or interest on any Note or any other amount  payable by the
Borrower under the Credit  Documents is rescinded or must be otherwise  restored
or returned upon the insolvency, bankruptcy or reorganization of the Borrower or
of any other guarantor, or otherwise, the Guarantor's obligations hereunder with
respect to such payment  shall be reinstated at such time as though such payment
had become due but had not been made at such time.
          4.    (a)
The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
and any notice not provided for herein,  as well as any requirement  that at any
time any action be taken by the Agent,  any Lender or any other  person  against
the Borrower, another guarantor or any other person.
         (b) The Guarantor hereby agrees not to exercise or enforce any right of
exoneration,  contribution,  reimbursement, recourse or subrogation available to
the Guarantor against the Borrower or any other guarantor, or as to any security
therefor, unless and until all commitments by the Guaranteed Creditors to extend
credit to the Borrower are  terminated  and the principal of and interest on the
Notes and all other amounts  payable by the Borrower under the Credit  Agreement
and all other Credit  Documents shall have been paid in full; and the payment by
the Guarantor of any of its  obligations  hereunder shall not in any way entitle
the Guarantor to any right,  title or interest (whether by way of subrogation or
otherwise) in and to any of the Guaranteed  Obligations or any proceeds  thereof
or any security  therefor  unless and until all  commitments  by the  Guaranteed
Creditors to extend credit to the Borrower are  terminated  and the principal of
and interest on the Notes and all other  amounts  payable by the Borrower  under
the Credit  Agreement  and all other  Credit  Documents  shall have been paid in
full.
          5.  Notwithstanding  any other provision hereof, the right of recovery
of the Guaranteed  Creditors  against the Guarantor  hereunder  shall not exceed
$1.00 less than the  amount  which  would  render  the  Guarantor's  obligations
hereunder void or voidable under applicable law,  including  without  limitation
fraudulent conveyance law.
          6. If  acceleration  of the time for payment of any amount  payable by
the Borrower under the Credit  Agreement or any other Credit  Document is stayed
upon the  insolvency,  bankruptcy or  reorganization  of the Borrower,  all such
amounts  otherwise  subject  to  acceleration  under  the  terms  of the  Credit
Agreement  or the other Credit  Documents  shall  nonetheless  be payable by the
Guarantor forthwith on demand by the Agent made at the request of the Guaranteed
Creditors.
          7. Any payment of a Guaranteed Obligation required to be made pursuant
to this Guaranty shall be made in the currency which such Guaranteed  Obligation
is required to be made in pursuant to the Credit  Agreement or such other Credit
Document giving rise to such Guaranteed Obligation.
          8.  This  Guaranty  shall  be  binding  upon  the  Guarantor  and  its
successors and assigns and

                                                      -65-


<PAGE>



shall inure to the benefit of the Guaranteed  Creditors and their successors and
assigns.  Any  Guaranteed  Creditor  may, to the extent  permitted by the Credit
Agreement,  sell,  transfer or assign its rights in the  Guaranteed  Obligations
held by it, or any part thereof, or grant  participations  therein;  and in that
event,  each and every  immediate and  successive  assignee or transferee of, or
holder or participant in, all or any part of the Guaranteed  Obligations,  shall
have the right to enforce this Guaranty,  by suit or otherwise,  for the benefit
of such assignee, transferee, holder or participant as fully as if such assignee
or transferee, holder or participant were herein by name specifically given such
rights,  powers  and  benefits;  but  each  Guaranteed  Creditor  shall  have an
unimpaired right to enforce this Guaranty for its own benefit or for the benefit
of any such participant as to so much of the Guaranteed  Obligations that it has
not sold, assigned or transferred.
          9. The Guarantor  acknowledges  that executed (or conformed) copies of
the Credit  Agreement and the other Credit Documents have been made available to
its  principal  executive  officers  and such  officers  are  familiar  with the
contents thereof.
         10. Any acknowledgment or new promise,  whether by payment of principal
or interest or otherwise and whether by the Borrower,  or others  (including the
Guarantor),  with respect to any of the  Guaranteed  Obligations  shall,  if the
statute  of  limitations  in  favor  of the  Guarantor  against  the  Guaranteed
Creditors  shall have  commenced  to run,  toll the  running of such  statute of
limitations,  and if the  period  of such  statute  of  limitations  shall  have
expired, prevent the operation of such statute of limitations.
         11. The records of the Agent and each  Lender as to the unpaid  balance
of the  Guaranteed  Obligations at any time and from time to time shall be prima
facie  evidence  thereof  without  further  or  other  proof  for all  purposes,
including the enforcement of this Guaranty and any collateral therefor.
         12. Except as otherwise  required by law, each payment by the Guarantor
hereunder shall be made without  withholding for or on account of any present or
future taxes (other than overall net income taxes on the  recipient)  imposed by
or within the jurisdiction in which the Guarantor is domiciled, any jurisdiction
from which the  Guarantor  makes any  payment,  or (in each case) any  political
subdivision or taxing authority  thereof or therein.  If any such withholding is
so required,  the Guarantor shall make the withholding,  pay the amount withheld
to the appropriate  governmental  authority  before  penalties attach thereto or
interest  accrues  thereon and  forthwith pay such  additional  amount as may be
necessary  to ensure that the net amount  actually  received by each  Guaranteed
Creditor free and clear of such taxes  (including  such taxes on such additional
amount)  is equal to the  amount  which  that  Guaranteed  Creditor  would  have
received had such withholding not been made. If any Guaranteed Creditor pays any
amount in respect of any such taxes,  penalties or interest the Guarantor  shall
reimburse the Guaranteed  Creditor for that payment on demand in the currency in
which such payment was made. If the Guarantor pays any such taxes,  penalties or
interest,  it shall  deliver  official tax receipts  evidencing  that payment or
certified  copies  thereof to the  Guaranteed  Creditor  on whose  account  such
withholding  was  made  (with a copy to the  Agent if not the  recipient  of the
original)  on or before  the  thirtieth  day after  payment.  If any  Guaranteed
Creditor  determines it has received or been granted a credit  against or relief
or remission  for, or  repayment  of, any taxes paid or payable by it because of
any taxes,  penalties or interest  paid by the Guarantor and evidenced by such a
tax receipt,  such Guaranteed Creditor shall, to the extent it can do so without
prejudice

                                                     

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<PAGE>



to the retention of the amount of such credit,  relief,  remission or repayment,
pay to the  Guarantor as  applicable,  such amount as such  Guaranteed  Creditor
determines is attributable to such deduction or withholding and which will leave
such  Guaranteed  Creditor  (after such payment) in no better or worse  position
than it would have been in if the  Guarantor  had not been required to make such
deduction or withholding.  Nothing herein shall interfere with the right of each
Guaranteed  Creditor to arrange its tax affairs in whatever manner it thinks fit
nor oblige any Guaranteed  Creditor to disclose any information  relating to its
tax affairs or any computations in connection with such taxes.
         13. Each reference in the Credit Agreement or any other Credit Document
to U.S.  Dollars or to an alternative  currency (the "relevant  currency") is of
the essence.  To the fullest  extent  permitted by law,  the  obligation  of the
Guarantor in respect of any amount due in the relevant currency under the Credit
Agreement  shall,  notwithstanding  any payment in any other  currency  (whether
pursuant to a judgment or  otherwise),  be discharged  only to the extent of the
amount in the relevant currency that the Guaranteed Creditor entitled to receive
such payment may, in accordance  with normal banking  procedures,  purchase with
the sum paid in such other currency (after any premium and costs of exchange) on
the business day immediately following the day on which such Guaranteed Creditor
receives  such payment.  If the amount of the relevant  currency so purchased is
less than the sum  originally  due to such  Guaranteed  Creditor in the relevant
currency, the Guarantor agrees, as a separate obligation and notwithstanding any
such judgment,  to indemnify such Guaranteed  Creditor against such loss, and if
the amount of the  specified  currency so  purchased  exceeds the sum of (a) the
amount  originally  due to the  relevant  Guaranteed  Creditor in the  specified
currency plus (b) any amounts shared with other Guaranteed Creditors as a result
of allocations of such excess as a  disproportionate  payment to such Guaranteed
Creditor  under  Section   3.4 of the Credit  Agreement,  such  Guaranteed
Creditor agrees to remit such excess to the Guarantor.
         14.  THIS  GUARANTY  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE
STATE OF ILLINOIS  (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS), in which
State it shall be performed by the Guarantor.
         15. The  obligation  of the Guarantor  hereunder  shall be absolute and
unconditional  under all  circumstances  and irrespective of the validity or the
enforceability of the Guaranteed  Obligations and irrespective of any present or
future law of any  government  or of any agency  thereof  purporting  to reduce,
amend or otherwise affect any of the Guaranteed Obligations.  To the extent that
the Guarantor or any of its  properties or revenues has or hereafter may acquire
any right of immunity  from suit,  judgment or execution,  the Guarantor  hereby
irrevocably  waives  such  right  of  immunity  in  respect  of its  obligations
hereunder  and in respect  of any action or  proceeding,  wherever  brought,  to
enforce  any  judgment   against  the  Guarantor  for  breach  of  any  of  such
obligations.
         16. The Guarantor  hereby submits to the  nonexclusive  jurisdiction of
the United States  District  Court for the Northern  District of Illinois and of
any  Illinois  State court  sitting in the City of Chicago  for  purposes of all
legal  proceedings  arising  out of or  relating  to this  Guaranty,  the Credit
Agreement, the other Credit Documents or the transactions contemplated hereby or
thereby,  and consents to the service of process by registered or certified mail
out of any  such  court  or by  service  of  process  on the  Borrower  (now  at
_________________________________) which the

                                                      -67-


<PAGE>



Guarantor hereby irrevocably appoints as its agent to receive, for it and on its
behalf, service of process in any action or proceeding in Illinois. Such service
shall be deemed  completed on delivery to such process agent  (whether or not it
is  forwarded  to and received by the  Guarantor)  provided  that notice of such
service of process is given by the Guaranteed  Creditors to the  Guarantor.  If,
for any  reason,  such  process  agent  ceases  to be able to act as  such,  the
Guarantor irrevocably agrees to appoint a substitute process agent acceptable to
the Agent and to deliver to the Agent a copy of the new  agent's  acceptance  of
that appointment  within thirty days.  Nothing contained herein shall affect the
right of the Guaranteed  Creditors to serve legal process in any other manner or
to bring any proceeding hereunder in any jurisdiction where the Guarantor may be
amenable to suit.  The  Guarantor  irrevocably  waives,  to the  fullest  extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such  proceeding  brought in such a court and any claim that
any such proceeding  brought in such a court has been brought in an inconvenient
forum.  Final  judgment  (a  certified  or  exemplified  copy of which  shall be
conclusive  evidence  of the fact and of the amount of any  indebtedness  of the
Guarantor to the Guaranteed  Creditors therein  described) against the Guarantor
in any such legal action or proceeding  shall be conclusive  and may be enforced
in other  jurisdictions by suit on the judgment.  The Guarantor,  the Agent, and
each Lender hereby  irrevocably waives any and all right to trial by jury in any
legal proceeding arising out of or relating to the Guaranty, any Credit Document
or the transactions contemplated hereby or thereby.
         17. The Guarantor shall at all times and from time to time do, execute,
acknowledge  and  deliver  or  cause  to be  done,  executed,  acknowledged  and
delivered all and singular every such further act, deed,  transfer,  assignment,
assurance,  document and  instrument  as the Agent or any Lender may  reasonably
require for the better  accomplishing  and effectuating of this Guaranty and the
provisions  contained herein, and every officer of the Agent and the Lenders and
each of them are irrevocably  appointed  attorneys or attorney to execute in the
name and on behalf of the  Guarantor  any  document or  instrument  for the said
purpose.
         18. Except as otherwise  defined herein,  terms used herein and defined
in the Credit Agreement shall be used herein as so defined.
         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to
be executed and delivered as of the date first above written.

                                       ---------------------------------- 


                                       By

                                       Its




                                                      

                                                      -68-


<PAGE>




                                  SCHEDULE 6.2
                              MATERIAL SUBSIDIARIES

                                      JURISDICTION OF          PERCENTAGE
                   NAME                INCORPORATION            OWNERSHIP 

Anicom Multimedia Wiring                   Canada                  100%
Systems, Incorporated




                            NON-MATERIAL SUBSIDIARIES

                                       JURISDICTION OF          PERCENTAGE
                    NAME                INCORPORATION            OWNERSHIP 

Morgan Hill Supply Company,               New York                  100%
Inc.2/(
    -  

Anicom-Carolina, Inc.*                    Delaware                  100%

Anicom-Norfolk, Inc.*                     Delaware                  100%

Anicom-Security, Inc.*                    Delaware                  100%

Northern Wire & Cable, Inc.*              Delaware                  100%

Northern Connectivity Corp.*              Michigan                  100%

3022504 Nova Scotia Limited               Canada                    100%


--------
2
          The Company is in the process of liquidating these Subsidiaries.


                                                      -69-