AMENDED AND RESTATED CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER 8, 1998,

                                      AMONG

                             APAC TELESERVICES, INC.

                             THE BANKS PARTY HERETO,

                                       AND

                         HARRIS TRUST AND SAVINGS BANK,
                                    as Agent

                                       AND

                                BANK OF MONTREAL,
                              as Syndication Agent




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                                       TABLE OF CONTENTS
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SECTION                                      DESCRIPTION                                                PAGE

SECTION 1.            THE CREDIT FACILITIES...............................................................1

<S>                       <C>                                                                            <C>
      Section 1.1.        Revolving Credit Commitments....................................................1
      Section 1.2.        Letters of Credit...............................................................2
      Section 1.3.        Term Loan Commitments...........................................................4
      Section 1.4.        Applicable Interest Rates on Revolving and Term Loans...........................4
      Section 1.5.        Minimum Borrowing Amounts on Revolving and Term Loans...........................6
      Section 1.6.        Manner of Borrowing Revolving and Term Loans and
                          Designating Applicable Interest Rates...........................................6
      Section 1.7.        Default Rate on Revolving and Term Loans........................................8
      Section 1.8.        Swing Loans.....................................................................9
      Section 1.9.        Interest Periods for All Loans.................................................11
      Section 1.10.       Maturity of All Loans..........................................................12
      Section 1.11.       Prepayments....................................................................12
      Section 1.12.       The Notes......................................................................14
      Section 1.13.       Funding Indemnity..............................................................15
      Section 1.14.       Commitment Terminations........................................................16
      Section 1.15.       Rate Determinations............................................................16

SECTION 2.            FEES, SUBSTITUTION OF BANKS AND ADDITIONAL BANKS...................................17

      Section 2.1.        Fees...........................................................................17
      Section 2.2.        Substitution of Banks..........................................................17
      Section 2.3.        Defaulting Bank................................................................18
      Section 2.4.        Additional Banks...............................................................18

SECTION 3.            PLACE AND APPLICATION OF PAYMENTS..................................................19

SECTION 4.            GUARANTIES.........................................................................20

      Section 4.1.        Collateral.....................................................................20
      Section 4.2.        Guaranties.....................................................................20
      Section 4.3.        Further Assurances.............................................................21

SECTION 5.            DEFINITIONS; INTERPRETATION........................................................21

      Section 5.1.        Definitions....................................................................21
      Section 5.2.        Interpretation.................................................................34
      Section 5.3.        Change in Accounting Principles................................................34

SECTION 6.            REPRESENTATIONS AND WARRANTIES.....................................................35

      Section 6.1.        Organization and Qualification.................................................35
      Section 6.2.        Subsidiaries...................................................................35
      Section 6.3.        Authority and Validity of Obligations..........................................36
      Section 6.4.        Use of Proceeds; Margin Stock..................................................36
      Section 6.5.        Financial Reports..............................................................36
      Section 6.6.        No Material Adverse Change.....................................................37
      Section 6.7.        Full Disclosure................................................................37
      Section 6.8.        Trademarks, Franchises, and Licenses...........................................38
      Section 6.9.        Governmental Authority and Licensing...........................................38
      Section 6.10.       Good Title.....................................................................38
      Section 6.11.       Litigation and Other Controversies.............................................38
      Section 6.12.       Taxes..........................................................................38
      Section 6.13.       Approvals......................................................................39
      Section 6.14.       Affiliate Transactions.........................................................39
      Section 6.15.       Investment Company; Public Utility Holding Company.............................39
      Section 6.16.       ERISA..........................................................................39
      Section 6.17.       Compliance with Laws...........................................................39
      Section 6.18.       Other Agreements...............................................................40
      Section 6.19.       Solvency.......................................................................40
      Section 6.20.       ITI Marketing Acquisition......................................................40
      Section 6.21.       Year 2000 Compliance...........................................................40
      Section 6.22.       No Default.....................................................................41

SECTION 7.            CONDITIONS PRECEDENT...............................................................41

      Section 7.1.        Initial Credit Event...........................................................41
      Section 7.2.        All Credit Events..............................................................43
      Section 7.3.        Existing Credit Agreement......................................................44

SECTION 8.            COVENANTS..........................................................................45

      Section 8.1.        Maintenance of Business........................................................45
      Section 8.2.        Maintenance of Properties......................................................45
      Section 8.3.        Taxes and Assessments..........................................................45
      Section 8.4.        Insurance......................................................................45
      Section 8.5.        Financial Reports..............................................................46
      Section 8.6.        Inspection.....................................................................48
      Section 8.7.        Indebtedness for Borrowed Money................................................48
      Section 8.8.        Liens..........................................................................48
      Section 8.9.        Investments, Acquisitions, Loans, Advances and
                          Guaranties.....................................................................49
      Section 8.10.       Mergers, Consolidations and Sales..............................................51
      Section 8.11.       Maintenance of Subsidiaries....................................................52
      Section 8.12.       Dividends and Certain Other Restricted Payments................................53
      Section 8.13.       ERISA..........................................................................53
      Section 8.14.       Compliance with Laws...........................................................53
      Section 8.15.       Burdensome Contracts With Affiliates...........................................53
      Section 8.16.       No Changes in Fiscal Year......................................................53
      Section 8.17.       Formation of Subsidiaries......................................................54
      Section 8.18.       Change in the Nature of Business...............................................54
      Section 8.19.       Use of Loan Proceeds...........................................................54
      Section 8.20.       No Restrictions on Subsidiary Distributions....................................54
      Section 8.21.       Subordinated Debt..............................................................54
      Section 8.22.       Total Debt Ratio...............................................................54
      Section 8.23.       Net Worth......................................................................55
      Section 8.24.       Fixed Charge Coverage Ratio....................................................55
      Section 8.25.       Minimum Adjusted EBITDA........................................................55
      Section 8.26.       Operating Leases...............................................................55
      Section 8.27.       Interest Rate Protection.......................................................56

SECTION 9.            EVENTS OF DEFAULT AND REMEDIES.....................................................56

      Section 9.1.        Events of Default..............................................................56
      Section 9.2.        Non-Bankruptcy Defaults........................................................58
      Section 9.3.        Bankruptcy Defaults............................................................58
      Section 9.4.        Collateral for Undrawn Letters of Credit.......................................59
      Section 9.5.        Notice of Default..............................................................59
      Section 9.6.        Expenses.......................................................................59

SECTION 10.           CHANGE IN CIRCUMSTANCES............................................................59

      Section 10.1.       Change of Law..................................................................59
      Section 10.2.       Unavailability of Deposits or Inability to Ascertain,
                          or Inadequacy of, LIBOR........................................................60
      Section 10.3.       Increased Cost and Reduced Return..............................................60
      Section 10.4.       Lending Offices................................................................62
      Section 10.5.       Discretion of Bank as to Manner of Funding.....................................62
      Section 10.6.       Bank's Duty to Mitigate........................................................62

SECTION 11.           THE AGENT AND ISSUING BANK.........................................................63

      Section 11.1.       Appointment and Authorization of Agent.........................................63
      Section 11.2.       Agent and its Affiliates.......................................................63
      Section 11.3.       Action by Agent................................................................63
      Section 11.4.       Consultation with Experts......................................................64
      Section 11.5.       Liability of Agent; Credit Decision............................................64
      Section 11.6.       Indemnity......................................................................64
      Section 11.7.       Resignation of Agent and Successor Agent.......................................65
      Section 11.8.       Interest Rate Hedging Arrangements.............................................65
      Section 11.9.       Issuing Bank...................................................................65
      Section 11.10.      Agent's Relationship with Borrower.............................................65

SECTION 12.           MISCELLANEOUS......................................................................66

      Section 12.1.       Withholding Taxes..............................................................66
      Section 12.2.       No Waiver, Cumulative Remedies.................................................67
      Section 12.3.       Non-Business Days..............................................................67
      Section 12.4.       Documentary Taxes..............................................................67
      Section 12.5.       Survival of Representations....................................................67
      Section 12.6.       Survival of Indemnities........................................................67
      Section 12.7.       Sharing of Set-Off.............................................................67
      Section 12.8.       Notices........................................................................68
      Section 12.9.       Counterparts...................................................................68
      Section 12.10.      Successors and Assigns.........................................................69
      Section 12.11.      Participants...................................................................69
      Section 12.12.      Assignment of Commitments by Banks.............................................69
      Section 12.13.      Amendments.....................................................................70
      Section 12.14.      Headings.......................................................................70
      Section 12.15.      Costs and Expenses.............................................................71
      Section 12.16.      Set-off........................................................................71
      Section 12.17.      Entire Agreement...............................................................72
      Section 12.18.      Governing Law..................................................................72
      Section 12.19.      Severability of Provisions.....................................................72
      Section 12.20.      Excess Interest................................................................72
      Section 12.21.      Confidentiality................................................................72
      Section 12.22.      Single Bank....................................................................73
      Section 12.23.      Syndication Agent..............................................................73
      Section 12.24.      Submission to Jurisdiction; Waiver of Jury Trial...............................73

Signature Page...........................................................................................74

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EXHIBIT A - Notice of Payment Request EXHIBIT B - Notice of Borrowing  EXHIBIT C
- Notice of Continuation/Conversion  EXHIBIT D - Revolving Note EXHIBIT E - Term
Note EXHIBIT F - Swingline Note EXHIBIT G - Compliance  Certificate  EXHIBIT H -
Assignment  and  Acceptance  SCHEDULE  6.2 -  Subsidiaries  SCHEDULE 8.7 - Other
Indebtedness SCHEDULE 8.8 - Other Liens

SCHEDULE 8.9 - Present Investments in Subsidiaries


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                            AMENDED AND RESTATED CREDIT AGREEMENT

        This Amended and Restated Credit Agreement is entered into as of the 8th
day of  September,  1998,  by and between APAC  TeleServices,  Inc., an Illinois
corporation (the "Borrower"), Harris Trust and Savings Bank, an Illinois banking
association,  individually  as a Bank and as an agent (in such capacity as agent
being  hereinafter  referred to as the  "Agent"),  and the lending  institutions
which are or hereafter become signatories  hereto  (collectively the "Banks" and
individually a "Bank").

                                    RECITALS

         A. The Borrower has requested that the Banks loan monies to the 
Borrower.

         B. The Borrower, certain of the Banks and the Agent are currently party
to that certain Credit  Agreement dated as of May 20, 1998 (the "Previous Credit
Agreement"). The Borrower hereby requests that certain amendments be made to the
Previous Credit Agreement and, for the sake of clarity and convenience, that the
Previous Credit Agreement be restated as so amended. This Agreement shall become
effective,  and shall amend and restate the Previous Credit Agreement,  upon the
execution of this Agreement by each of the parties  hereto and the  satisfaction
(or waiver by the  Required  Banks) of the  conditions  precedent  contained  in
Section 7 hereof (the date of such effectiveness  being hereinafter  referred to
as the "Effective  Date"); and from and after the Effective Date, all references
made to the  Previous  Credit  Agreement  in the Loan  Documents or in any other
instrument or document  shall,  without more, be deemed to refer to this Amended
and Restated Credit Agreement.

         C. The Banks,  upon  acceptance  of this  Agreement  in  writing,  will
continue to lend  monies  and/or make  advances,  extensions  of credit or other
financial  accommodations  to, on behalf of or for the  benefit of the  Borrower
pursuant hereto.

        NOW, THEREFORE,  in consideration of the recitals set forth above, which
by this reference are  incorporated  into the Agreement set forth below, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged  and subject to the terms and conditions  hereof and on the
basis of the representations and warranties herein set forth, the Borrower,  the
Agent and the Banks hereby agree to the following:

SECTION 1.          THE CREDIT FACILITIES.

        Section  1.1.  Revolving  Credit  Commitments.  Subject to the terms and
conditions hereof, each Bank, by its acceptance hereof, severally agrees to make
a loan or loans (individually a "Revolving Loan" and collectively the "Revolving
Loans") to the Borrower in U.S.  Dollars from time to time on a revolving  basis
up to the amount of such Bank's  revolving  credit  commitment  set forth on the
applicable  signature  page  hereof or  pursuant  to Section  12.12  hereof (its
"Revolving  Credit  Commitment"  and,   cumulatively  for  all  the  Banks,  the
"Revolving Credit  Commitments"),  subject to any reductions thereof pursuant to
the terms hereof,  before the Revolving Credit  Termination Date. The sum of the
aggregate  principal amount of Revolving Loans,  Swing Loans and L/C Obligations
at any time  outstanding  shall not exceed the Revolving  Credit  Commitments in
effect at such time.  Each  Borrowing of  Revolving  Loans shall be made ratably
from the  Banks in  proportion  to their  respective  Revolver  Percentages.  As
provided in Section 1.6(a) hereof, the Borrower may elect that each Borrowing of
Revolving Loans be either Base Rate Loans or Eurodollar  Loans.  Revolving Loans
may be repaid and the principal amount thereof  reborrowed  before the Revolving
Credit Termination Date, subject to the terms and conditions hereof.

        Section 1.2. Letters of Credit. (a) General Terms.  Subject to the terms
and conditions  hereof, as part of the Revolving Credit,  the Issuing Bank shall
issue standby and  commercial  letters of credit (each a "Letter of Credit") for
the Borrower's account in U.S. Dollars in an aggregate undrawn face amount up to
the amount of the L/C Commitment, provided that the aggregate L/C Obligations at
any time  outstanding  shall not exceed (i)  $10,000,000 and (ii) the difference
between  the  Revolving  Credit  Commitments  in  effect  at such  time  and the
aggregate  principal amount of Revolving Loans and Swing Loans then outstanding.
Each Letter of Credit shall be issued by the Issuing  Bank,  but each Bank shall
be obligated to reimburse the Issuing Bank for such Bank's  Revolver  Percentage
of the amount of each drawing thereunder and, accordingly, each Letter of Credit
shall constitute usage of the Revolving Credit  Commitment of each Bank pro rata
in accordance with its Revolver Percentage.

        (b)  Applications.  At any time before the Revolving Credit  Termination
Date, the Issuing Bank shall, at the request of the Borrower,  issue one or more
Letters of Credit,  in a form  satisfactory to the Issuing Bank, with expiration
dates no later than the earlier of 12 months  from the date of  issuance  (or be
cancelable  not later than 12 months from the date of issuance and each renewal)
or Revolving Credit  Termination  Date, in an aggregate face amount as set forth
above,  upon the receipt of an application duly executed by the Borrower for the
relevant Letter of Credit in the form then customarily prescribed by the Issuing
Bank for the Letter of Credit requested (each an "Application"). Notwithstanding
anything  contained in any  Application to the contrary:  (i) the Borrower shall
pay fees in  connection  with each  Letter of Credit as set forth in Section 2.1
hereof,  (ii) except as otherwise  provided in Section  1.11 hereof,  before the
occurrence  of a Default or an Event of Default,  the Issuing Bank will not call
for the funding by the  Borrower of any amount  under a Letter of Credit  before
being presented with a drawing thereunder,  and (iii) if the Issuing Bank is not
timely  reimbursed for the amount of any drawing under a Letter of Credit on the
date such drawing is paid,  the  Borrower's  obligation to reimburse the Issuing
Bank for the amount of such  drawing  shall bear  interest  (which the  Borrower
hereby  promises to pay) from and after the date such  drawing is paid at a rate
per annum equal to the sum of 2% plus the  Applicable  Margin for  Reimbursement
Obligations plus the Base Rate from time to time in effect.  If the Issuing Bank
issues  any  Letter  of Credit  with an  expiration  date that is  automatically
extended  unless the Issuing Bank gives notice that the expiration date will not
so extend beyond its then scheduled  expiration date, the Issuing Bank will give
such notice of  non-renewal  before the time necessary to prevent such automatic
extension if before such required  notice date: (i) the expiration  date of such
Letter of Credit if so extended would be after the Revolving Credit  Termination
Date, (ii) the Revolving Credit  Commitments  have been  terminated,  or (iii) a
Default or an Event of Default  exists and the Agent,  at the  direction  of the
Required  Banks,  has given the Issuing Bank  instructions  not to so permit the
extension  of the  expiration  date of such Letter of Credit.  The Issuing  Bank
agrees to issue amendments to the Letter(s) of Credit  increasing the amount, or
extending the expiration date, thereof at the request of the Borrower subject to
the conditions of Section 7.2 hereof and the other terms of this Section 1.2.

        (c) The Reimbursement Obligations. Subject to Section 1.2(b) hereof, the
obligation of the Borrower to reimburse the Issuing Bank for all drawings  under
a Letter of Credit  (a  "Reimbursement  Obligation")  shall be  governed  by the
Application related to such Letter of Credit, except that reimbursement shall be
made by no later than 11:00 a.m. (Chicago time) on the date when each drawing is
paid in immediately  available funds at the Issuing Bank's  principal  office in
Chicago,  Illinois or such other  office as the Issuing  Bank may  designate  in
writing to the Borrower.  If the Borrower  does not make any such  reimbursement
payment on the date due and the  Participating  Banks fund their  participations
therein  in the  manner set forth in Section  1.2(d)  below,  then all  payments
thereafter  received by the Issuing  Bank in  discharge  of any of the  relevant
Reimbursement Obligations shall be distributed in accordance with Section 1.2(d)
below.

        (d) The Participating  Interests.  Each Bank, by its acceptance  hereof,
severally  agrees to purchase from the Issuing Bank, and the Issuing Bank hereby
agrees  to  sell to  each  such  Bank (a  "Participating  Bank"),  an  undivided
percentage participating interest (a "Participating Interest"), to the extent of
its  Revolver  Percentage,  in  each  Letter  of  Credit  issued  by,  and  each
Reimbursement  Obligation  owed to, the  Issuing  Bank.  Upon any failure by the
Borrower to pay any  Reimbursement  Obligation  at the time required on the date
the related  drawing is paid, as set forth in Section  1.2(c)  above,  or if the
Issuing  Bank is required at any time to return to the Borrower or to a trustee,
receiver,  liquidator,  custodian, or other Person any portion of any payment of
any Reimbursement Obligation,  each Participating Bank shall, not later than the
Business Day it receives a certificate  in the form of Exhibit A hereto from the
Issuing Bank to such effect,  if such  certificate is received  before 1:00 p.m.
(Chicago  time),  or not  later  than  1:00 p.m.  (Chicago  time) the  following
Business  Day,  if such  certificate  is  received  after such time,  pay to the
Issuing Bank an amount equal to such Participating Bank's Revolver Percentage of
such unpaid or  recaptured  Reimbursement  Obligation  together with interest on
such amount  accrued  from the date the related  payment was made by the Issuing
Bank to the date of such payment by such  Participating Bank at a rate per annum
equal to: (i) from the date the related  payment was made by the Issuing Bank to
the  date 2  Business  Days  after  payment  by such  Participating  Bank is due
hereunder,  the  Federal  Funds  Rate for each such day and (ii) from the date 2
Business Days after the date such payment is due from such Participating Bank to
the date  such  payment  is made by such  Participating  Bank,  the Base Rate in
effect  for each such day.  Each such  Participating  Bank shall  thereafter  be
entitled to receive its Revolver  Percentage of each payment received in respect
of the relevant Reimbursement  Obligation and of interest paid thereon, with the
Issuing Bank retaining its Revolver Percentage as a Bank hereunder.

        The several  obligations of the Participating  Banks to the Issuing Bank
under this Section 1.2 shall be absolute,  irrevocable,  and unconditional under
any and all  circumstances  whatsoever  and shall not be subject to any set-off,
counterclaim or defense to payment which any Participating Bank may have or have
had against the Borrower,  the Agent,  the Issuing Bank,  any other Bank, or any
other Person whatsoever.  Without limiting the generality of the foregoing, such
obligations  shall not be  affected by any Default or Event of Default or by any
reduction or  termination  of any  Commitment of any Bank, and each payment by a
Participating  Bank under this  Section  1.2 shall be made  without  any offset,
abatement,  withholding  or  reduction  whatsoever.  The  Issuing  Bank shall be
entitled  to offset  amounts  received  for the  account  of a Bank  under  this
Agreement  against  unpaid  amounts  due  from  such  Bank to the  Issuing  Bank
hereunder  (whether as fundings of participations,  indemnities,  or otherwise),
but shall not be entitled to offset against  amounts owed to the Issuing Bank by
any Bank arising outside of this Agreement.

        (e)  Indemnification.  The  Participating  Banks shall, to the extent of
their respective Revolver Percentages, indemnify the Issuing Bank (to the extent
not reimbursed by the Borrower) against any cost, expense (including  reasonable
counsel fees and  disbursements),  claim,  demand,  action,  loss,  or liability
(except  such as result  from the Issuing  Bank's  gross  negligence  or willful
misconduct)  that the Issuing  Bank may suffer or incur in  connection  with any
Letter of Credit. The obligations of the Participating  Banks under this Section
1.2(e) and all other parts of this Section 1.2 shall survive termination of this
Agreement and of all Applications,  Letters of Credit,  and all drafts and other
documents presented in connection with drawings thereunder.

        Section 1.3. Term Loan Commitments.  Subject to the terms and conditions
hereof,  each Bank, by its acceptance  hereof,  severally  agrees to make a loan
(individually a "Term Loan" and  collectively  the "Term Loans") to the Borrower
in the amount of such Bank's term loan commitment as set forth on the applicable
signature  page  hereof or  pursuant  to Section  12.12  hereof  (its "Term Loan
Commitment" and,  cumulatively for all the Banks, the "Term Loan  Commitments").
The Term Loans shall be made,  if at all,  on or before  September  8, 1998,  at
which time the Term Loan  Commitments  shall  expire.  The Term  Loans  shall be
advanced  in a single  Borrowing  and  shall  be made  ratably  by the  Banks in
proportion to their  respective  Term Loan  Percentages.  As provided in Section
1.6(a) hereof, the Borrower may elect that the Term Loans be outstanding as Base
Rate Loans or Eurodollar Loans. No amount repaid or prepaid on any Term Loan may
be borrowed again.

        Section 1.4.  Applicable Interest Rates on Revolving and Term Loans. (a)
Base Rate  Loans.  Each Base Rate Loan made or  maintained  by a Bank shall bear
interest during each Interest Period it is outstanding (computed on the basis of
a year of 365 or 366 days,  as the case may be,  and the  actual  days  elapsed,
except that determinations made under clause (ii) of the definition of Base Rate
set forth  below shall be computed on the basis of a year of 360 days and actual
days elapsed) on the unpaid  principal amount thereof from the date such Loan is
advanced,  continued  or  created by  conversion  from a  Eurodollar  Loan until
maturity (whether by acceleration or otherwise) at a rate per annum equal to the
sum of the  Applicable  Margin  plus the Base Rate from time to time in  effect,
payable on the last day of its  Interest  Period  and at  maturity  (whether  by
acceleration or otherwise).

        "Base 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  acknowledged  and agreed  that 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% (0.5%).

        (b) Eurodollar  Loans. Each Eurodollar Loan made or maintained by a Bank
shall bear interest during each Interest  Period it is outstanding  (computed on
the basis of a year of 360 days and actual days elapsed) on the unpaid principal
amount  thereof  from the date such Loan is advanced,  continued,  or created by
conversion  from a Base Rate Loan until  maturity  (whether by  acceleration  or
otherwise)  at a rate per annum equal to the sum of the  Applicable  Margin plus
the Adjusted LIBOR applicable for such Interest Period,  payable on the last day
of the Interest  Period and at maturity  (whether by acceleration or otherwise),
and, if the applicable  Interest Period is longer than three months, on each day
occurring every three months after the commencement of such Interest Period.

        "Adjusted  LIBOR" means,  for any Borrowing of Eurodollar  Loans, a rate
per annum determined in accordance with the following formula:

        Adjusted LIBOR =                             LIBOR
                                            1 - Eurodollar Reserve Percentage

        "LIBOR"  means,  for an Interest  Period for a Borrowing  of  Eurodollar
Loans,  (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  upwards,  if necessary,  to
the  nearest  1/100 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 major banks in the
interbank  eurodollar market selected by the Agent for delivery on the first day
of and for a period  equal to such  Interest  Period  and in an amount  equal or
comparable to the principal  amount of the Eurodollar  Loan scheduled to be made
by the Agent as part of such Borrowing.

        "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 day 2 Business Days before the  commencement  of
such Interest Period.

        "Telerate Page 3750" means the display  designated as "Page 3750" on the
Dow Jones Telerate  Service (or such other page as 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
Bankers' Association Interest Settlement Rates for U.S. Dollar deposits).

        "Eurodollar  Reserve  Percentage" means, for any Borrowing of Eurodollar
Loans, the daily average for the applicable Interest Period of the maximum rate,
expressed as a decimal, at which reserves  (including,  without limitation,  any
supplemental, marginal, and emergency reserves) are imposed during such Interest
Period  by the  Board  of  Governors  of the  Federal  Reserve  System  (or  any
successor) on "eurocurrency liabilities",  as defined in such Board's Regulation
D (or in respect of any other category of liabilities that includes  deposits by
reference to which the interest  rate on  Eurodollar  Loans is determined or any
category  of  extensions  of  credit  or  other  assets  that  include  loans by
non-United  States offices of any Bank to United States  residents),  subject to
any  amendments  of such  reserve  requirement  by such Board or its  successor,
taking into account any transitional  adjustments  thereto. For purposes of this
definition,   the  Eurodollar   Loans  shall  be  deemed  to  be   "eurocurrency
liabilities"  as  defined  in  Regulation  D without  benefit  or credit for any
prorations, exemptions or offsets under Regulation D.

        Section 1.5. Minimum Borrowing Amounts on Revolving and Term Loans. Each
Borrowing of Base Rate Loans  advanced  under the Revolving  Credit or Term Loan
Commitments  shall be in an amount  not less  than  $5,000,000  or such  greater
amount which is an integral multiple of $1,000,000. Each Borrowing of Eurodollar
Loans advanced,  continued, or converted under the Revolving Credit or Term Loan
Commitments  shall be in an amount equal to  $10,000,000  or such greater amount
which is an integral multiple of $1,000,000.

        Section  1.6.   Manner  of  Borrowing   Revolving  and  Term  Loans  and
Designating  Applicable  Interest Rates.  (a) Notice to the Agent.  The Borrower
shall give notice to the Agent by no later than 10:00 a.m.  (Chicago time):  (i)
at least 3 Business  Days  before the date on which the  Borrower  requests  the
Banks to advance a Borrowing of Eurodollar  Loans under the Revolving  Credit or
Term Loan  Commitments  and (ii) on the date the Borrower  requests the Banks to
advance a Borrowing of Base Rate Loans under the  Revolving  Credit or Term Loan
Commitments.  The Loans  included  in each such  Borrowing  shall bear  interest
initially  at the type of rate  specified  in such  notice  of a new  Borrowing.
Thereafter,  the  Borrower may from time to time elect to change or continue the
type of interest rate borne by each such  Borrowing or, subject to Section 1.5's
minimum amount requirement for each outstanding Borrowing, a portion thereof, as
follows:  (i) if such Borrowing is of Eurodollar  Loans,  on the last day of the
Interest  Period  applicable  thereto,  the Borrower may continue part or all of
such Borrowing as Eurodollar Loans or convert part or all of such Borrowing into
Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business
Day,  the  Borrower may convert all or part of such  Borrowing  into  Eurodollar
Loans for an Interest Period or Interest Periods specified by the Borrower.  The
Borrower shall give all such notices  requesting the advance,  continuation,  or
conversion of a Borrowing under the Revolving Credit or Term Loan Commitments in
each  case to the  Agent  by  telephone  or  telecopy  (which  notice  shall  be
irrevocable  once given and, if by  telephone,  shall be promptly  confirmed  in
writing)  substantially  in the form  attached  hereto as  Exhibit B (Notice  of
Borrowing) or Exhibit C (Notice of  Continuation/Conversion),  as applicable, or
in such other form  acceptable to the Agent under the  Revolving  Credit or Term
Loan Commitments.  Notices of the continuation of such a Borrowing of Eurodollar
Loans for an additional  Interest  Period or of the conversion of part or all of
such a Borrowing of Eurodollar  Loans into Base Rate Loans or of Base Rate Loans
into Eurodollar  Loans must be given by no later than 10:00 a.m.  (Chicago time)
at least 3  Business  Days  before  the date of the  requested  continuation  or
conversion. All such notices concerning the advance, continuation, or conversion
of a Borrowing under the Revolving Credit or Term Loan Commitments shall specify
the date of the requested  advance,  continuation,  or conversion of a Borrowing
(which shall be a Business  Day),  the amount of the  requested  Borrowing to be
advanced,  continued,  or  converted,  the type of Loans to  comprise  such new,
continued,  or converted  Borrowing and, if such Borrowing is to be comprised of
Eurodollar  Loans, the Interest Period applicable  thereto.  The Borrower agrees
that the Agent may rely on any such  telephonic or telecopy  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 such notice by
telephone conflicts with any written confirmation,  such telephonic notice shall
govern if the Agent has acted in good faith in reliance thereon.

        (b)  Notice to the Banks.  The Agent  shall give  prompt  telephonic  or
telecopy notice to each Bank of any notice from the Borrower  received  pursuant
to  Section  1.6(a)  above  and,  if such  notice  requests  the  Banks  to make
Eurodollar Loans under the Revolving Credit or Term Loan Commitments,  the Agent
shall give notice to the  Borrower  and each Bank by like means of the  interest
rate applicable thereto promptly after the Agent has made such determination.

        (c)  Borrower's   Failure  to  Notify;   Automatic   Continuations   and
Conversions.  Any  outstanding  Borrowing of Base Rate Loans under the Revolving
Credit  or  Term  Loan  Commitments  shall  automatically  be  continued  for an
additional  Interest Period on the last day of its then current  Interest Period
unless the Borrower has notified the Agent within the period required by Section
1.6(a) that the Borrower  intends to convert such Borrowing,  subject to Section
7.2 hereof,  into a Borrowing of Eurodollar  Loans under the Revolving Credit or
Term Loan  Commitments or such  Borrowing is prepaid in accordance  with Section
1.11(a).  If the Borrower fails to give notice  pursuant to Section 1.6(a) above
of the  continuation  or conversion  of any  outstanding  principal  amount of a
Borrowing of Eurodollar  Loans before the last day of its then current  Interest
Period  within the period  required  by Section  1.6(a) or,  whether or not such
notice has been given,  one or more of the  conditions  set forth in Section 7.2
for the  continuation or conversion of a Borrowing of Eurodollar Loans would not
be  satisfied  and such  Borrowing  is not prepaid in  accordance  with  Section
1.11(a),  such Borrowing  shall  automatically  be converted into a Borrowing of
Base Rate Loans.  In the event the  Borrower  fails to give  notice  pursuant to
Section  1.6(a)  above of a  Borrowing  equal to the  amount of a  Reimbursement
Obligation and has not notified the Agent by 1:00 p.m. (Chicago time) on the day
such  Reimbursement  Obligation  becomes  due  that it  intends  to  repay  such
Reimbursement  Obligation  through funds not borrowed under this Agreement,  the
Borrower  shall be deemed to have  requested a  Borrowing  of Base Rate Loans on
such day in the  amount of the  Reimbursement  Obligation  then due,  subject to
Section 7 hereof,  which  Borrowing  shall be applied  to pay the  Reimbursement
Obligation then due.

        (d)  Disbursement of Loans.  Not later than 1:00 p.m.  (Chicago time) on
the date of any requested  advance of a new Borrowing under the Revolving Credit
or Term Loan  Commitments,  subject  to  Section 7 hereof,  each Bank shall make
available  its Loan  comprising  part of such  Borrowing  in  funds  immediately
available at the principal office of the Agent in Chicago,  Illinois.  The Agent
shall make the proceeds of each new  Borrowing  available to the Borrower at the
Agent's  principal  office in Chicago,  Illinois  (or by wire  transfer of funds
pursuant to the Borrower's written instructions to the Agent).

        (e) Agent  Reliance  on Bank  Funding.  Unless the Agent shall have been
notified by a Bank prior to (or, in the case of a Borrowing  of Base Rate Loans,
by 1:00 p.m. (Chicago time) on) the date on which such Bank is scheduled to make
payment to the Agent of the proceeds of a Loan (which  notice shall be effective
upon receipt) that such Bank does not intend to make such payment, the Agent may
assume  that  such  Bank has made  such  payment  when due and the  Agent may in
reliance upon such  assumption  (but shall not be required to) make available to
the  Borrower  the proceeds of the Loan to be made by such Bank and, if any Bank
has not in fact made such payment to the Agent, such Bank shall, on demand,  pay
to the Agent the amount made available to the Borrower attributable to such Bank
together  with  interest  thereon  in  respect  of each day  during  the  period
commencing on the date such amount was made available to the Borrower and ending
on (but  excluding)  the date such Bank pays such  amount to the Agent at a rate
per annum equal to (i) from the date the  related  advance was made by the Agent
to the date 2 Business  Days after  payment by such Bank is due  hereunder,  the
Federal  Funds  Rate for each  such day and (ii) from the date 2  Business  Days
after the date such  payment  is due from such Bank to the date such  payment is
made by such Bank,  the Base Rate in effect for each such day. If such amount is
not received from such Bank by the Agent  immediately upon demand,  the Borrower
will,  on demand,  repay to the Agent the proceeds of the Loan  attributable  to
such Bank 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 Loan under Section 1.13 hereof,  so that the Borrower
will have no liability under such Section with respect to such payment.

        Section 1.7.  Default Rate on Revolving and Term Loans.  Notwithstanding
anything to the  contrary  contained  in Section 1.4 hereof,  while any Event of
Default exists or after acceleration,  the Borrower shall pay interest (after as
well as before entry of judgment  thereon to the extent permitted by law) on the
principal amount of all Revolving Loans and Term Loans (computed on the basis of
a year of 360 days and actual days elapsed) at a rate per annum equal to:

               (a) for any Base  Rate  Loan,  the sum of 2% plus the  Applicable
        Margin plus the Base Rate from time to time in effect; and

               (b) for any  Eurodollar  Loan,  the  sum of 2% plus  the  rate of
        interest in effect  thereon at the time of such default until the end of
        the Interest  Period  applicable  thereto and,  thereafter at a rate per
        annum  equal to the sum of 2% plus the  Applicable  Margin for Base Rate
        Loans plus the Base Rate from time to time in effect;

provided, however, that in the absence of acceleration, any adjustments pursuant
to this  Section 1.7 shall be made at the  election of the  Required  Banks with
written  notice to the  Borrower.  While any  Event of  Default  exists or after
acceleration,  interest  shall be paid on demand of the Agent at the  request or
with the consent of the Required Banks.

        Section 1.8. Swing Loans. (a) Generally. Subject to all of the terms and
conditions  hereof,  Agent agrees to make loans in U.S.  Dollars to the Borrower
under the Swing Line  ("Swing  Loans")  which shall not in the  aggregate at any
time  outstanding  exceed  the  lesser  of (i)  $10,000,000  (as the same may be
reduced  pursuant  hereto,  the "Swing Line  Commitment") or (ii) the difference
between  the  Revolving  Credit  Commitments  in  effect  at such  time  and the
aggregate  amount of all Revolving Loans and L/C Obligations  outstanding at the
time of  computation.  The  Swing  Line  Commitment  shall be  available  to the
Borrower and may be availed of by the Borrower from time to time and  borrowings
thereunder  may be  repaid  and used  again  during  the  period  ending  on the
Revolving Credit Termination Date;  provided that each Swing Loan must be repaid
on the last day of the Interest Period applicable thereto. Each Swing Loan shall
be in a minimum amount of $250,000.  Without regard to the face principal amount
of the Swing Line Note, the actual  principal amount at any time outstanding and
owing by the Borrower on account of the Swing Line Note during the period ending
on the  Revolving  Credit  Termination  Date shall be the sum of all Swing Loans
then or theretofore  made thereon less all payments  actually  received  thereon
during  such  period.  The Agent  shall  record on its books and records or on a
schedule  to the Swing  Line Note the  amount of each Swing Loan made by it, all
payments of principal and interest and the  principal  balance from time to time
outstanding thereon,  and, for any Swing Loan bearing interest at Agents' Quoted
Rate, the Interest Period and the interest rate applicable  thereto.  The record
thereof,  whether  shown on such books and records of the Agent or on a schedule
to the Swing Line Note,  shall be prima facie  evidence as to all such  matters;
provided,  however,  that the Agent's  failure to record any of the foregoing or
any error in any such record shall not limit or otherwise  affect the obligation
of the  Borrower to repay all Swing  Loans made to it  hereunder  together  with
accrued interest thereon.

        (b) Interest on Swing Loans.  Each Swing Loan shall bear interest  until
maturity (whether by acceleration or otherwise) at a rate per annum equal to (i)
the sum of the  Federal  Funds Rate plus the  Applicable  Margin for  Eurodollar
Loans as from time to time in effect or (ii) the Agent's  Quoted Rate.  Interest
on each Swing Loan shall be due and payable  prior to such  maturity on the last
day of each Interest Period applicable thereto.  Notwithstanding anything to the
contrary  contained in this Section  1.8(b)  hereof,  while any Event of Default
exists or after acceleration,  the Borrower shall pay interest (after as well as
before  entry  of  judgment  thereon  to the  extent  permitted  by  law) on the
principal  amount of all Swing Loans  (computed on the basis of a year of 365 or
366 days,  as the case may be and the actual  days  elapsed) at a rate per annum
equal to (a) for any Swing Loan bearing  interest with  reference to the Federal
Funds Rate, the sum of 2% plus the Applicable  Margin for Eurodollar  Loans plus
the Base Rate from time to time in effect;  and (b) for any Swing  Loan  bearing
interest with  reference to the Agent's Quoted Rate, the sum of 2% plus the rate
of interest in effect  thereon at the time of such default  until the end of the
Interest Period applicable thereto and, thereafter, at a rate per annum equal to
the sum of 2% plus the Applicable Margin for Eurodollar Loans plus the Base Rate
from  time  to  time in  effect;  provided,  however,  that  in the  absence  of
acceleration,  any adjustments  pursuant to this Section 1.8(b) shall be made at
the election of the Required  Banks with written  notice to the Borrower.  While
any Event of Default  exists or after  acceleration,  interest  shall be paid on
demand of the Agent at the request or with the consent of the Required Banks.

        (c) Requests for Swing  Loans.  The Borrower  shall give the Agent prior
notice (which may be written or oral) no later than 12:00 Noon (Chicago time) on
the date upon which the Borrower  requests  that any Swing Loan be made,  of the
amount and date of such Swing Loan and the Interest  Period  selected  therefor.
Within  thirty (30) minutes  after  receiving  such  notice,  Agent shall in its
discretion  quote an interest  rate to the  Borrower at which the Agent would be
willing to make such Swing Loan  available to the Borrower for a given  Interest
Period (the rate so quoted for a given Interest  Period being herein referred to
as  "Agent's  Quoted  Rate").  The  Borrower  acknowledges  and agrees  that the
interest rate quote is given for immediate and  irrevocable  acceptance,  and if
the Borrower does not so  immediately  accept  Agent's  Quoted Rate for the full
amount  requested by the Borrower for such Swing Loan,  the Agent's  Quoted Rate
shall be deemed immediately withdrawn and such Swing Loan shall bear interest at
the rate per annum  determined by adding the  Applicable  Margin for  Eurodollar
Loans to the Federal  Funds Rate as from time to time in effect.  Subject to all
of the terms and  conditions  hereof,  the  proceeds of such Swing Loan shall be
made  available  to the  Borrower on the date so requested at the offices of the
Agent  in  Chicago,  Illinois  (or by wire  transfer  of funds  pursuant  to the
Borrower's  written  instructions  to  the  Agent).  Anything  contained  in the
foregoing to the contrary  notwithstanding  (i) the  obligation of Agent to make
Swing  Loans  shall  be  subject  to all of the  terms  and  conditions  of this
Agreement  and (ii) the Agent shall not be obligated to make more than one Swing
Loan during any one day.

        (d) Refunding Loans. In its sole and absolute discretion,  the Agent may
at any time, on behalf of the Borrower (which hereby irrevocably  authorizes the
Agent to act on its behalf for such  purpose)  and with notice to the  Borrower,
request each Bank to make a Revolving Loan in the form of a Base Rate Loan in an
amount equal to such Bank's Revolver Percentage of the amount of the Swing Loans
outstanding  on the date such notice is given.  Unless any of the  conditions of
Section 7.2 are not fulfilled on such date, each Bank shall make the proceeds of
its requested Revolving Loan available to Agent, in immediately available funds,
at Agents'  principal  office in Chicago,  Illinois,  before 12:00 Noon (Chicago
time) on the Business Day following  the day such notice is given.  The proceeds
of such Revolving  Loans shall be immediately  applied to repay the  outstanding
Swing Loans.

        (e)  Participations.  If any Bank refuses or  otherwise  fails to make a
Revolving  Loan when  requested  by the Agent  pursuant to Section  1.8(d) above
(because the  conditions  in Section 7.2 are not satisfied or  otherwise),  such
Bank will,  by the time and in the manner such  Revolving  Loan was to have been
funded to the Agent, purchase from the Agent an undivided participating interest
in the outstanding Swing Loans in an amount equal to its Revolver  Percentage of
the aggregate principal amount of Swing Loans that were to have been repaid with
such Revolving  Loans,  provided no purchase of a participation  in a Swing Loan
bearing  interest at Agent's Quoted Rate need be made until after  expiration of
the  Interest  Period  applicable  thereto.   Each  Bank  that  so  purchases  a
participation  in a Swing Loan  shall  thereafter  be  entitled  to receive  its
Revolver  Percentage of each payment of principal received on the Swing Loan and
of interest  received  thereon  accruing from the date such Bank funded to Agent
its participation in such Loan. The several  obligations of the Banks under this
Section 1.8(d) shall be absolute,  irrevocable and  unconditional  under any and
all  circumstances   whatsoever  and  shall  not  be  subject  to  any  set-off,
counterclaim  or defense to payment  which any Bank may have or have had against
the Borrower, any other Bank or any other Person whatever.  Without limiting the
generality  of the  foregoing,  such  obligations  shall not be  affected by any
Default  or  Event  of  Default  or by  any  reduction  or  termination  of  the
Commitments  of any Bank,  and each  payment  made by an Bank under this Section
1.8(d) shall be made  without any offset,  abatement,  withholding  or reduction
whatsoever.

        Section  1.9.  Interest  Periods  for All Loans.  As provided in Section
1.6(a) or 1.7(c) hereof,  at the time of each request to advance,  continue,  or
create by  conversion a Borrowing of  Eurodollar  Loans or of a Swing Loan,  the
Borrower shall select an Interest Period applicable to such Loans from among the
available options. The term "Interest Period" means the period commencing on the
date a Borrowing of Loans is advanced,  continued,  or created by conversion and
ending:  (a) in the case of Base  Rate  Loans,  on the last day of the  calendar
month in which such Borrowing is advanced,  continued,  or created by conversion
(or on the last day of the  following  calendar  month if such Loan is advanced,
continued or created by conversion on the last day of a calendar month),  (b) in
the case of a Eurodollar  Loan, 1, 2, 3 or 6 months  thereafter,  and (c) in the
case of  Swing  Loans,  on the date one (1) to  seven  (7)  days  thereafter  as
mutually agreed by the Agent and the Borrower; provided, however, that:

               (a) any  Interest  Period  for a  Borrowing  of  Revolving  Loans
        consisting  of Base  Rate  Loans  that  otherwise  would  end  after the
        Revolving  Credit  Termination  Date shall end on the  Revolving  Credit
        Termination  Date, and any Interest Period for a Borrowing of Term Loans
        consisting of Base Rate Loans that  otherwise  would end after the final
        maturity date of the Term Loans shall end on the final  maturity date of
        the Term Loans;

               (b) no Interest  Period  with  respect to any portion of the Term
        Loans shall extend beyond the final maturity date of the Term Loans, and
        no Interest Period with respect to any portion of the Revolving Loans or
        Swing Loans shall extend beyond the Revolving Credit Termination Date;

               (c) no Interest  Period  with  respect to any portion of the Term
        Loans consisting of Eurodollar Loans shall extend beyond a date on which
        the Borrower is required to make a scheduled payment of principal on the
        Term Loans, unless the sum of (a) the aggregate principal amount of Term
        Loans that are Base Rate Loans plus (b) the aggregate  principal  amount
        of Term Loans that are Eurodollar  Loans with Interest  Periods expiring
        on or before such date equals or exceeds the principal amount to be paid
        on the Term Loans on such payment date;

               (d) prior to July 31,  1998,  unless the Agent in its  discretion
        agrees  otherwise,  no Interest Period over one month in length shall be
        selected for any Eurodollar Loan;

               (e) whenever the last day of any Interest  Period would otherwise
        be a day that is not a  Business  Day,  the  last  day of such  Interest
        Period shall be extended to the next succeeding  Business Day,  provided
        that, if such extension  would cause the last day of an Interest  Period
        for a Borrowing of Eurodollar  Loans to occur in the following  calendar
        month,  the last day of such  Interest  Period shall be the  immediately
        preceding Business Day; and

               (f)  for  purposes  of  determining  an  Interest  Period  for  a
        Borrowing of Eurodollar  Loans,  a month means a period  starting on one
        day in a calendar month and ending on the numerically  corresponding day
        in the  next  calendar  month;  provided,  however,  that if there is no
        numerically  corresponding  day in the month in which  such an  Interest
        Period  is to end or if such  an  Interest  Period  begins  on the  last
        Business Day of a calendar month, then such Interest Period shall end on
        the last  Business  Day of the  calendar  month in which  such  Interest
        Period is to end.

       Section 1.10.    Maturity  of All  Loans.  (a) Revolving  Loans and Swing
Loans.  Each Revolving  Loan  shall  mature and become due and  payable by the
Borrower  on the  Revolving Credit  Termination  Date.  Each  Swing Loan  shall
mature and become due and  payable by the Borrower on the last day of the 
Interest Period applicable thereto.

        (b) Scheduled  Payments of Term Loans. The Borrower shall make principal
payments on the Term Loans in installments on the first day of each March, June,
September and December in each year, commencing with the calendar quarter ending
September  1, 1998 and  ending  on June 1,  2003,  with the  amount of each such
installment to aggregate as follows:  $3,000,000 on September 1, 1998 and a like
sum on the first day of each calendar  quarter  thereafter to and including June
1, 1999; $4,000,000 on September 1, 1999 and a like sum on the first day of each
calendar  quarter  thereafter  to and  including  June 1,  2001;  $6,000,000  on
September  1,  2001 and a like sum on the  first  day of each  calendar  quarter
thereafter to and including June 1, 2002;  $7,000,000 on September 1, 2002 and a
like sum on the first day of each calendar  quarter  thereafter to and including
March 1, 2003, but with the last  installment on all Term Loans to aggregate all
principal  of the Term  Loans not  sooner  paid due on June 1, 2003 and with the
amount of each  installment  due on the Term Loans held by each Bank to be equal
to its Term Loan Percentage of each such aggregate amount.

       Section  1.11.  Prepayments.  (a) Optional.  The Borrower  shall have the
privilege of prepaying in whole or in part (but, if in part,  then:  (i) if such
Borrowing is of Base Rate Loans, in an amount not less than $1,000,000,  (ii) if
such Borrowing is of Eurodollar  Loans,  in an amount not less than  $1,000,000,
and (iii) in each case, in an amount such that the minimum amount required for a
Borrowing  pursuant to Section 1.5 hereof remains  outstanding) any Borrowing of
Eurodollar  Loans at any time upon 3 Business Days prior notice to the Agent or,
in the case of a Borrowing of Base Rate Loans,  notice delivered to the Agent by
the Borrower no later than 10:00 a.m.  (Chicago time) on the date of prepayment,
such prepayment to be made by the payment of the principal  amount to be prepaid
and accrued  interest  thereon to the date fixed for prepayment plus any amounts
due the Banks under Section 1.13 hereof. Swing Loans bearing interest at Agent's
Quoted Rate may only be voluntarily  paid on the last day of the Interest Period
then  applicable to such Loans.  The Agent will promptly advise each Bank of any
such  prepayment  notice it receives from the Borrower.  Any amount of Revolving
Loans paid or prepaid before the Revolving Credit  Termination Date may, subject
to the terms and conditions of this Agreement, be borrowed,  repaid and borrowed
again. No amount of the Term Loans paid or prepaid may be reborrowed.  Each such
prepayment of the Term Loans shall be applied to the remaining  installments  of
the Term Notes in the inverse order of maturity.

        (b) Mandatory. (i) The Borrower shall, on each date the Revolving Credit
Commitments  are reduced  pursuant to Section 1.14 hereof,  prepay the Revolving
Loans and, if  necessary,  prefund the L/C  Obligations  by the amount,  if any,
necessary to reduce the sum of the aggregate principal amount of Revolving Loans
and Swing Loans and of L/C Obligations  then  outstanding to the amount to which
the Revolving Credit Commitments have been so reduced.

       (ii) If the Borrower or any Subsidiary  shall at any time or from time to
time  make or  agree to make a  Disposition  or  shall  suffer  an Event of Loss
resulting in Net Cash Proceeds in excess of $25,000,000 on a cumulative basis in
any fiscal year of the Borrower, then (x) the Borrower shall promptly notify the
Agent of such proposed Disposition or Event of Loss (including the amount of the
estimated Net Cash Proceeds to be received by the Borrower or such Subsidiary in
respect  thereof) and (y) promptly upon, and in no event later than the Business
Day after, receipt by the Borrower or the Subsidiary of the Net Cash Proceeds of
such  Disposition  or Event of Loss, the Borrower shall prepay the Term Loans in
an aggregate amount equal to 100% of the amount of such Net Cash Proceeds.  Each
such prepayment shall be applied to the remaining installments of the Term Notes
in the inverse order of maturity. The Borrower acknowledges that its performance
hereunder shall not limit the rights and remedies of the Banks for any breach of
Section 8.10 hereof.

      (iii) If after the date of this  Agreement the Borrower or any  Subsidiary
shall  issue  new  equity  securities  (whether  common  or  preferred  stock or
otherwise),  other than common stock issued in  connection  with the exercise of
employee stock options and equity  securities  issued as  consideration  for any
Acquisition  permitted  by Section  8.9(m)  hereof,  or dispose of any  treasury
stock,  the Borrower shall  promptly  notify the Agent of the estimated Net Cash
Proceeds of such issuance or disposition,  as the case may be, to be received by
or for the  account of the  Borrower  or such  Subsidiary  in  respect  thereof.
Promptly upon, and in no event later than the Business Day after, receipt by the
Borrower  or  such   Subsidiary  of  Net  Cash  Proceeds  of  such  issuance  or
disposition,  the Borrower  shall  prepay the Term Loans in an aggregate  amount
equal to 50% of the amount of such Net Cash Proceeds. Each such prepayment shall
be applied to the remaining  installments of the Term Notes in the inverse order
of maturity.

       (iv) If after the date of this  Agreement the Borrower or any  Subsidiary
shall issue new debt  securities by public  offering or private  placement or in
evidence  of loans  extended  by banks or  other  institutional  investors,  the
Borrower shall  promptly  notify the Agent of the estimated Net Cash Proceeds of
such  issuance  to be  received  by or for the  account of the  Borrower or such
Subsidiary in respect  thereof.  Promptly  upon,  and in no event later than the
Business  Day after,  receipt by the  Borrower  or such  Subsidiary  of Net Cash
Proceeds  of such  issuance,  the  Borrower  shall  prepay  the Term Loans in an
aggregate  amount  equal to 100% of the amount of such Net Cash  Proceeds.  Each
such prepayment shall be applied to the remaining installments of the Term Notes
in the inverse order of maturity. The Borrower acknowledges that its performance
hereunder  shall not limit the rights and remedies of the Banks arising from any
breach of Section 8.7 hereof.

        (v) Unless the Borrower  otherwise  directs,  prepayments of Loans under
this Section  1.11(b)  shall be applied  first to  Borrowings of Base Rate Loans
until  payment  in full  thereof  with any  balance  applied  to  Borrowings  of
Eurodollar  Loans in the order in which  their  Interest  Periods  expire.  Each
prepayment  of Loans under this Section  1.11(b) shall be made by the payment of
the principal  amount to be prepaid and accrued  interest thereon to the date of
prepayment  together  with any amounts due the Banks under  Section 1.13 hereof.
Each prefunding of L/C Obligations  shall be made in accordance with Section 9.4
hereof.

     Section 1.12. The Notes.  (a) The Revolving Loans made to the Borrower by a
Bank shall be evidenced by a single  promissory  note of the Borrower  issued to
such  Bank in the  form of  Exhibit  D  hereto.  Each  such  promissory  note is
hereinafter  referred to as a "Revolving Note" and collectively  such promissory
notes are referred to as the "Revolving Notes."

        (b) The Term Loans made to the  Borrower by a Bank shall be evidenced by
a single  promissory  note of the  Borrower  issued  to such Bank in the form of
Exhibit E hereto.  Each such  promissory  note is  hereinafter  referred to as a
"Term Note" and collectively  such promissory notes are referred to as the "Term
Notes."

        (c) The Swing Loans made to the Borrower by the Agent shall be evidenced
by a single  promissory  note of the Borrower issued to the Agent in the form of
Exhibit F hereto. This promissory note is hereinafter  referred to as the "Swing
Line Note."

        (d) Each Bank shall  record on its books and records or on a schedule to
its appropriate Note the amount of each Loan advanced, continued or converted by
it, all payments of principal and interest and the  principal  balance from time
to time  outstanding  thereon,  the type of such Loan,  and, for any  Eurodollar
Loan, the Interest Period and the interest rate applicable  thereto.  The record
thereof,  whether  shown on such books and records of a Bank or on a schedule to
the  relevant  Note,  shall  be prima  facie  evidence  as to all such  matters;
provided,  however,  that the failure of any Bank to record any of the foregoing
or any  error  in any such  record  shall  not  limit or  otherwise  affect  the
obligation of the Borrower to repay all Loans made to it hereunder together with
accrued  interest  thereon.  At the  request  of any  Bank and  upon  such  Bank
tendering  to the  Borrower the  appropriate  Note to be replaced,  the Borrower
shall furnish a new Note to such Bank to replace any  outstanding  Note,  and at
such time the first notation  appearing on a schedule on the reverse side of, or
attached to, such Note shall set forth the aggregate  unpaid principal amount of
all Loans, if any, then outstanding thereon.

        (e) As soon as practicable,  but in no event later than one (1) Business
Day after  prior  written  notice from the  Borrower to a Bank,  such Bank shall
provide to the Borrower a written payoff letter from such Bank setting forth the
amount  required to pay the Notes in full as of the date or dates  requested  by
the Borrower and any other  amounts due by the  Borrower  hereunder  (with a per
diem amount owing thereafter).

       Section  1.13.  Funding  Indemnity.  If  any  Bank  (including  for  such
purposes,  the Agent in the case of a Swing  Loan  which is a Fixed  Rate  Loan)
shall incur any loss, cost or expense (including,  without limitation,  any loss
of profit,  and any loss, cost or expense  incurred by reason of the liquidation
or  re-employment  of deposits  or other funds  acquired by such Bank to fund or
maintain any Fixed Rate Loan or the relending or reinvesting of such deposits or
amounts paid or prepaid to such Bank) as a result of:

               (a) any payment, prepayment or conversion of a Fixed Rate Loan on
        a date other than the last day of its  Interest  Period for any  reason,
        whether  before or after  default,  and  whether or not such  payment is
        required  by any  provisions  of this  Agreement  (other  than  any such
        prepayment as a result of Section 10.1 hereof),

               (b) any failure  (because of a failure to meet the  conditions of
        Section 7 or  otherwise)  by the Borrower to borrow a Fixed Rate Loan on
        the date  specified  in a notice  given  pursuant  to Section  1.6(a) or
        1.15(c), as the case may be, or

               (c) any failure  (because of a failure to meet the  conditions of
        Section 7 or otherwise)  by the Borrower to continue a Eurodollar  Loan,
        or to convert a Base Rate Loan into a Eurodollar  Loan,  in each case on
        the date specified in a notice given pursuant to Section 1.6(a),

then,  upon the demand of such Bank,  the  Borrower  shall pay to such Bank such
amount as will reimburse such Bank for such loss,  cost or expense.  If any Bank
makes such a claim for  compensation,  it shall provide to the Borrower,  with a
copy to the Agent, a certificate  setting forth the amount of such loss, cost or
expense in reasonable  detail (including an explanation of the basis for and the
computation  of such  loss,  cost or  expense)  and the  amounts  shown  on such
certificate  shall be deemed  prima  facie  correct  if  reasonably  determined;
provided,  however,  that the  Borrower  shall not be  obligated to pay any such
amount or amounts to the extent such loss,  cost or expense was incurred by such
Bank (x) more than  ninety  (90) days prior to the date of the  delivery of such
certificate  (nothing  herein to  impair  or  otherwise  affect  the  Borrower's
liability  hereunder for any subsequent  loss, cost or expense  incurred by such
Bank) or (y) to the extent such loss,  cost or expense was caused by such Bank's
gross negligence or willful misconduct.

       Section 1.14.  Commitment  Terminations.  (a) Optional  Revolving  Credit
Terminations.  The  Borrower  shall  have the right at any time and from time to
time,  upon 3 Business Days prior written notice to the Agent,  to terminate the
Revolving Credit Commitments without premium or penalty and in whole or in part,
any partial  termination  to be (i) in an amount not less than  $10,000,000  and
which is an integral multiple of $5,000,000 and (ii) allocated ratably among the
Banks in proportion to their respective Revolver Percentages,  provided that (x)
the Revolving  Credit  Commitments may not be reduced to an amount less than the
sum of the aggregate  principal amount of Revolving  Loans,  Swing Loans and L/C
Obligations  then  outstanding  and (y) any  reduction of the  Revolving  Credit
Commitments  to an amount less than the Swing Line  Commitment or L/C Commitment
shall automatically  reduce the Swing Line Commitment or L/C Commitment,  as the
case may be, to such amount as well.  The Agent shall give prompt notice to each
Bank of any such termination of the Revolving Credit Commitments.

        (b) Mandatory Termination Upon a Change of Control. After the occurrence
of a Change of  Control,  the  Required  Banks  may,  by  written  notice to the
Borrower at any time on or before the date occurring 180 days after the date the
Borrower  notifies the Banks of such Change of Control,  terminate the remaining
Commitments and all other  obligations of the Banks hereunder on the date stated
in such notice  (which shall in no event be sooner than (i) three (3) days after
such  notice is given or (ii) the day on which  the  Borrower  repays  any other
Indebtedness for Borrowed Money). On the date the Commitments are so terminated,
all outstanding Obligations (including, without limitation, all principal of and
accrued  interest  on the Notes)  shall  forthwith  be due and  payable  without
further  demand,  presentment,  protest,  or notice of any kind and the Borrower
shall  immediately  pay to the Banks the full amount then  available for drawing
under each Letter of Credit,  such amount to be held in the Account  referred to
in Section 9.4 hereof (the Borrower agreeing to immediately make such payment on
the date the Commitments are so terminated and  acknowledging  and agreeing that
the  Banks  would not have an  adequate  remedy  at law for the  failure  by the
Borrower  to honor any such  demand and that the  Banks,  and the Agent on their
behalf,  shall have the right to require the  Borrower to  specifically  perform
such  undertaking  whether or not any drawings or other demands for payment have
been made under any of the Letters of Credit).

        (c) Any termination of the Commitments pursuant to this Section 1.14 may
not be reinstated.

       Section  1.15.  Rate  Determinations.  The  Agent  shall  determine  each
interest  rate  applicable  to  the  Loans  and  the  Reimbursement  Obligations
hereunder  in  accordance  with the  provisions  hereof,  and its  determination
thereof shall be conclusive and binding except in the case of manifest error.

SECTION 2.          FEES, SUBSTITUTION OF BANKS AND ADDITIONAL BANKS.

        Section 2.1. Fees.  (a) Revolving  Credit  Commitment  Fee. The Borrower
shall pay to the Agent for the ratable  account of the Banks in accordance  with
their  Revolver  Percentages a commitment fee at the rate per annum equal to the
Applicable  Margin  (computed on the basis of a year of 365 or 366 days,  as the
case may be, and the actual  number of days elapsed) on the average daily Unused
Revolving Credit Commitments.  Such commitment fee shall be payable quarterly in
arrears  on the last  day of each  calendar  quarter  in each  year  (commencing
September 30, 1998) and on the Revolving  Credit  Termination  Date,  unless the
Revolving  Credit  Commitments  are  terminated  in whole on an earlier date, in
which event the commitment fee for the period to the date of such termination in
whole shall be paid on the date of such termination.

        (b) Letter of Credit  Fees.  Quarterly  in advance,  on the first day of
each calendar  quarter,  the Borrower  shall pay to the Issuing Bank for its own
account a facing fee equal to .25% per annum (computed on the basis of a year of
360 days and the actual  number of days  elapsed)  applied to the daily  average
face amount of standby  Letters of Credit which are scheduled to be  outstanding
during the calendar quarter  commencing on such date.  Quarterly in arrears,  on
the last day of each  calendar  quarter in each year  (commencing  September 30,
1998) and on the Revolving Credit  Termination Date, unless the Revolving Credit
Commitments  are  terminated in whole on an earlier date, in which event the fee
for the  period to the date of such  termination  in whole  shall be paid on the
date of such  termination,  the Borrower shall pay to the Agent, for the ratable
benefit of the Banks in accordance with their Revolver Percentages,  a letter of
credit fee at a rate per annum equal to the Applicable  Margin  (computed on the
basis of a year of 360 days and the  actual  number of days  elapsed)  in effect
during  each day of such  quarter  applied to the daily  average  face amount of
Letters of Credit which are outstanding  during such quarter.  In addition,  the
Borrower  shall pay to the Issuing  Bank for its own account the Issuing  Bank's
standard drawing, negotiation, amendment, and other administrative fees for each
Letter of Credit  (whether a commercial  Letter of Credit or a standby Letter of
Credit).  Such  standard  fees  referred  to in the  preceding  sentence  may be
established by the Agent from time to time.

        (c) Agent Fees. The Borrower shall pay to the Agent, for its own use and
benefit,  the fees set forth in that certain fee letter dated April 30, 1998, by
and among the Borrower and Harris Trust and Savings Bank, or as otherwise agreed
to by the Agent and the Borrower.

        Section 2.2.  Substitution of Banks. Upon the receipt by the Borrower of
(a) a claim from any Bank for compensation  under Section 10.3 or 12.1 hereof or
(b) notice by any Bank to the  Borrower  of any  illegality  pursuant to Section
10.1  hereof,  or in the  event  any Bank is a  Defaulting  Bank  (any such Bank
referred  to in clause  (a) or (b) above,  or any such  Defaulting  Bank,  being
hereinafter referred to as an "Affected Bank"), the Borrower may, in addition to
any other  rights the  Borrower  may have  hereunder  or under  applicable  law,
require,  at the Affected Bank's expense,  any such Affected Bank to assign,  at
par plus  accrued  interest and fees,  without  recourse,  all of its  interest,
rights and  obligations  hereunder  (including  all of its  Commitments  and the
Revolving  Loans and  participation  interests  in  Letters  of Credit and other
amounts at any time owing to it  hereunder  and the other Loan  Documents)  to a
bank or other institutional lender specified by the Borrower,  provided that (i)
such assignment  shall not conflict with or violate any law, rule, or regulation
or order of any court or other governmental  authority,  (ii) the Borrower shall
have  received  the written  consent of the Agent,  which  consent  shall not be
unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to
the Affected Bank all monies (together with amounts due such Affected Bank under
Section 1.13 hereof as if the  Revolving  Loans owing to it were prepaid  rather
than assigned) other than such principal and accrued interest and fees, and (iv)
the  assignment is entered into in  accordance  with the other  requirements  of
Section 12.12 hereof.

        Section 2.3. Defaulting Bank. (a) Commitment.  Notwithstanding  anything
herein to the contrary, any commitment fee accrued with respect to the Revolving
Credit  Commitment of a Defaulting Bank during the period prior to the time such
Bank  became a  Defaulting  Bank and unpaid at such time shall not be payable by
the  Borrower  so long as such Bank  shall be a  Defaulting  Bank  except to the
extent that such commitment fee shall otherwise have been due and payable by the
Borrower  prior to such time;  provided,  however,  that no commitment fee shall
accrue on the Revolving  Credit  Commitment of a Defaulting Bank so long as such
Bank shall be a Defaulting Bank.

        (b) Borrower's  Remedies.  The rights and remedies  against a Defaulting
Bank under this  Agreement,  including  without  limitation this Section 2.3 and
Section  2.2  hereof,  are in addition  to other  rights and  remedies  that the
Borrower  may have  against  such  Defaulting  Bank with  respect to any Loan or
unpaid  Reimbursement  Obligation which such Defaulting Bank has not funded, and
that the Agent or any Bank may have against such Defaulting Bank with respect to
any such Loan or Reimbursement Obligation.

        Section 2.4.  Additional  Banks.  Subject to the consent of the Required
Banks, the Borrower may request that the aggregate  Revolving Credit Commitments
be increased by up to $25,000,000 by offering such increase to one or more Banks
already  party hereto or other  commercial  banks not already party hereto (each
such  Bank  or bank  being  hereinafter  referred  to as an  "Additional  Bank")
reasonably  acceptable to the Agent.  Each such increase in the Revolving Credit
Commitments shall be subject to satisfaction of the following conditions in each
case as of the date such increase is to be effective: (i) no Default or Event of
Default  shall  occur or be  continuing,  (ii) such  increase  shall be at least
$5,000,000, (iii) the Borrower shall have paid to each Bank any amount that will
be due such  Bank  under  Section  1.13  hereof  as a result  of any  prepayment
(pursuant  to the  last  sentence  of this  Section)  of any  Fixed  Rate  Loans
outstanding  under  this  Agreement  at the  time of the  effectiveness  of such
increase,  (iv) the  Agent  shall  have  received  an  acknowledgment  agreement
providing for such increase in form and substance satisfactory to it executed by
the  Borrower,  the Agent and each  Additional  Bank,  (v) the Agent  shall have
received  Revolving  Notes  executed  by the  Borrower  in  favor  of each  such
Additional Bank in the amount of its Revolving  Credit  Commitment  after giving
effect to such increase (such Additional Bank to promptly return to the Borrower
any Revolving Note previously issued to it hereunder),  (vi) EBITDA for the then
four most recently  completed  fiscal  quarters of the Borrower are greater than
$100,000,000,  and (vii) after giving  effect to such  increase,  the  aggregate
cumulative amount of increases in the Revolving Credit  Commitments by virtue of
this  Section  shall  not  exceed  $25,000,000.  Upon the  satisfaction  of such
conditions, effective as of the date set forth in such acknowledgment agreement,
(i) each  such  Additional  Bank  shall  thereafter  be a  "Bank"  party to this
Agreement and shall be entitled to all rights,  benefits and privileges afforded
a Bank  hereunder  and subject to the  obligations  of a Bank  hereunder  to the
extent of its  Revolving  Credit  Commitment  and (ii) the  aggregate  Revolving
Credit  Commitments of all the Banks  (including the Additional  Banks) shall be
increased by the amount of the Revolving  Credit  Commitments  of the Additional
Banks (without any increase in the Revolving Credit Commitment of any Bank other
than an Additional Bank).  Concurrently with the effectiveness of such increase,
each  Additional  Bank shall fund its pro rata  share of  outstanding  Revolving
Loans and overdue  Reimbursement  Obligations  to the Agent in  accordance  with
Section 1.6 hereof (which amount shall  thereafter be  distributed  to the other
Banks which  originally made such Revolving  Loans or funded such  Reimbursement
Obligations)  so that after  giving  effect  thereto each Bank,  including  each
Additional  Bank,  holds a pro rata share (in accordance with its Percentage) of
the outstanding  Revolving Loans and L/C Obligations  based on the amount of its
respective Percentage.

SECTION 3.          PLACE AND APPLICATION OF PAYMENTS.

        All  payments  of  principal  of and  interest  on  the  Loans  and  the
Reimbursement Obligations,  and of all other Obligations payable by the Borrower
under this Agreement and the other Loan Documents, shall be made by the Borrower
to the Agent by no later than 12:00 Noon (Chicago  time) on the due date thereof
at the office of the Agent in Chicago,  Illinois (or such other  location in the
State of Illinois as the Agent may designate to the Borrower) for the benefit of
the Bank or Banks entitled thereto.  Any payments received after such time shall
be deemed to have been  received by the Agent on the next Business Day. All such
payments shall be made in U.S.  Dollars,  in immediately  available funds at the
place of payment,  in each case without set-off or counterclaim.  The Agent will
promptly (but not later than 3 days after receipt of said payments by the Agent)
thereafter  cause to be  distributed  like  funds  relating  to the  payment  of
principal  or interest on Loans and on  Reimbursement  Obligations  in which the
Banks have purchased Participating Interests ratably to the Banks and like funds
relating to the payment of any other amount payable to any Bank to such Bank, in
each case to be applied in accordance with the terms of this Agreement.

        Anything contained herein to the contrary notwithstanding,  all payments
and collections  received in respect of the Obligations or Hedging Liability and
all proceeds of the Collateral received,  in each instance,  by the Agent or any
of the Banks after the  occurrence  and during the  continuation  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
        reasonably incurred by the Agent, and any security trustee therefor,  in
        monitoring,  verifying, protecting, preserving or enforcing the Liens on
        the  Collateral  by the Agent,  and any security  trustee  therefor,  in
        protecting, preserving or enforcing rights under the Loan Documents, and
        in any event all costs and  expenses of a character  which the  Borrower
        has agreed to pay the Agent under Section 12.15 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 Banks, in which event such
        amounts  shall be remitted to the Banks 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 the Notes and the other Loan  Documents,  in
        each case other than for principal on the Loans or in  reimbursement  or
        collateralization  of L/C  Obligations,  pro rata as among the Agent and
        the Banks 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 Swing Line
Note;

               (d) fourth,  to the payment of the principal of the Notes and any
        unpaid  Reimbursement  Obligations  and  to  the  Agent  to be  held  as
        collateral  security for any other L/C  Obligations  (until the Agent is
        holding  an amount of cash equal to the then  outstanding  amount of all
        such  L/C  Obligations),  the  aggregate  amount  paid  to  or  held  as
        collateral  security for the Banks to be allocated pro rata as among the
        Banks in accord with the aggregate  unpaid  principal  balances of their
        Loans and interests in the Letters of Credit;

               (e) fifth, to the Agent, the Banks and their  Affiliates  ratably
        in  accordance  with the Hedging  Liability and any other amounts of any
        other  indebtedness,  obligations or liabilities of the Borrower and its
        Subsidiaries  owing  to each  of  them  and  secured  by the  Collateral
        Documents,  unless  and until  all such  indebtedness,  obligations  and
        liabilities have been fully paid and satisfied;

               (f) sixth,  to the Borrower or whoever else  applicable law shall
require.

SECTION 4.          GUARANTIES.

        Section 4.1. Collateral.  The Obligations and Hedging Liability shall be
secured by (a) valid, perfected,  and enforceable Liens on all right, title, and
interest of the  Borrower  and each  Subsidiary  in all  capital  stock or other
equity  interests held by such Person in each of its  Subsidiaries,  whether now
owned or hereafter formed or acquired,  and all proceeds  thereof.  The Borrower
acknowledges and agrees that the Liens on the Collateral shall be granted to the
Agent for the benefit of itself and the Banks and the Issuing  Bank and shall be
valid and perfected first priority Liens.

        Section 4.2. Guaranties.  The payment and performance of the Obligations
and  Hedging  Liability  shall at all times be  guaranteed  by each  existing or
hereafter  acquired Material  Subsidiary of the Borrower pursuant to one or more
guaranty  agreements in form and substance  acceptable to the Agent, as the same
may be  amended,  modified or  supplemented  from time to time  (individually  a
"Guaranty" and collectively  the  "Guaranties")  (each  Subsidiary  delivering a
Guaranty being  hereinafter  referred to as a "Guarantor" and  collectively  the
"Guarantors").

        Section 4.3. Further Assurances.  The Borrower agrees that it shall, and
shall cause each Material Subsidiary to, from time to time at the request of the
Agent or the Required Banks, execute and deliver such documents and do such acts
and things as the Agent or the Required Banks may reasonably request in order to
provide for or perfect or protect such Liens on the Collateral. In the event the
Borrower or any Subsidiary (a "Parent  Subsidiary")  forms or acquires any other
Subsidiary (a "New Subsidiary") after the date hereof, the Borrower shall within
10 Business Days of such formation or  acquisition  cause such New Subsidiary to
execute a Guaranty if such New  Subsidiary is a Material  Subsidiary,  and cause
such Parent Subsidiary to execute such Collateral Documents, in each case as the
Agent may then require to obtain the Guaranties and Collateral  required by this
Agreement,  and the  Borrower  shall also  deliver  to the Agent,  or cause such
Guarantor and Parent  Subsidiary to deliver to the Agent, at the Borrower's cost
and  expense,  such other  instruments,  documents,  certificates  and  opinions
reasonably required by the Agent in connection therewith.

SECTION 5.          DEFINITIONS; INTERPRETATION.

     Section 5.1.  Definitions.  The following terms when used herein shall have
the following meanings:

        "Account" is defined in Section 9.4 hereof.

        "Acquired  Business" means the entity or assets acquired by the Borrower
or a Subsidiary in an Acquisition, whether before or after the date hereof.

        "Acquisition " means any  transaction or series of related  transactions
for the purpose of or resulting,  directly or indirectly, in (a) the acquisition
of all or  substantially  all of the assets of a Person,  or of any  business or
division  of a Person,  (b) the  acquisition  of in excess of 50% of the capital
stock,  partnership interests,  membership interests or equity of any Person, or
otherwise  causing  any  Person  to  become a  Subsidiary,  or (c) a  merger  or
consolidation or any other  combination with another Person (other than a Person
that is a  Subsidiary)  provided  that the  Borrower  or the  Subsidiary  is the
surviving entity.

        "Adjusted  EBITDA" means,  (a) with reference to any period during which
the ITI Marketing Acquisition  occurred,  EBITDA for such period calculated on a
pro forma basis, in accordance with the balance  sheets,  income  statements and
other related financial statements furnished to the Agent and the Banks pursuant
to Section 8.9(j) hereof, as if the ITI Marketing Acquisition had taken place on
the first day of such period, and (b) with reference to any other period, EBITDA
for such period.

        "Adjusted LIBOR" is defined in Section 1.4(b) hereof.

        "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;  provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the  securities  having the  ordinary  voting  power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interest of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.

        "Agent" means Harris Trust and Savings Bank, and any successor  pursuant
to Section 11.7 hereof.

        "Agent's Quoted Rate" is defined in Section 1.8(c) hereof.

        "Annualized  Interest  Expense"  means,  with  reference  to any period,
Interest Expense for such period; provided, however, that:

               (a) Annualized  Interest Expense for any period ending concurrent
        with the close of the  Borrower's  fiscal quarter ended on or about June
        30, 1998, shall mean the product of (i) Interest Expense for the monthly
        accounting period of the Borrower then ended and (ii) twelve;

               (b) Annualized  Interest Expense for any period ending concurrent
        with  the  close  of the  Borrower's  fiscal  quarter  ended on or about
        September 30, 1998,  shall mean the product of (i) Interest  Expense for
        the four  consecutive  monthly  accounting  periods of the Borrower then
        ended, and (ii) three;

               (c) Annualized  Interest Expense for any period ending concurrent
        with  the  close  of the  Borrower's  fiscal  quarter  ended on or about
        December  31, 1998,  shall mean the product of (i) Interest  Expense for
        the seven consecutive  monthly  accounting  periods of the Borrower then
        ended and (ii) a  fraction,  the  numerator  of which is twelve  and the
        denominator of which is seven; and

               (d) Annualized  Interest Expense for any period ending concurrent
        with the close of the Borrower's  fiscal quarter ended on or about March
        31,  1999,  shall mean the product of (i)  Interest  Expense for the ten
        consecutive  monthly  accounting  periods of the Borrower then ended and
        (ii) a fraction,  the numerator of which is six and the  denominator  of
        which is five.

        "Applicable   Margin"  means,  with  respect  to  Loans,   Reimbursement
Obligations,  and the Revolving Credit Commitment fees and letter of credit fees
payable under Section 2.1 hereof,  from the date of this  Agreement  through the
first Pricing Date the rate per annum specified below:

        Applicable Margin for Base Rate Loans and Reimbursement Obligations:
                                                                          0.000%

        Applicable Margin for Eurodollar Loans and letter of credit fee:
                                                                          1.375%

        Applicable Margin for Revolving Credit Commitment fee:            0.300%

; provided that the Applicable Margin shall be subject to quarterly  adjustments
on the first Pricing Date, and thereafter  from one Pricing Date to the next, so
that the Applicable  Margin means a rate per annum determined in accordance with
the following schedule:
<TABLE>
<CAPTION>

                             APPLICABLE MARGIN FOR    APPLICABLE MARGIN FOR     APPLICABLE MARGIN FOR
TOTAL DEBT RATIO FOR SUCH     BASE RATE LOANS AND     EURODOLLAR LOANS AND,       REVOLVING CREDIT
       PRICING DATE              REIMBURSEMENT         LETTER OF CREDIT FEE   COMMITMENT FEE SHALL BE:
                             OBLIGATIONS SHALL BE:          SHALL BE:

<S>                                  <C>                      <C>                       <C>  
Greater  than or  equal to           0.00%                    1.625%                    0.30%
2.5 to 1.0

Less than 2.5 to 1.0,  but           0.00%                    1.375%                    0.30%
greater  than or  equal to
2.0 to 1.0

Less than 2.0 to 1.0,  but           0.00%                    1.125%                    0.25%
greater  than or  equal to
1.75 to 1.0

Less than 1.75 to 1.0                0.00%                    0.875%                    0.25%

</TABLE>

For purposes  hereof,  the term "Pricing Date" means,  for any fiscal quarter of
the Borrower ending on or after June 30, 1998, the date on which the Agent is in
receipt  of the  Borrower's  most  recent  financial  statements  for the fiscal
quarter then ended,  pursuant to Section  8.5(a) or (b) hereof.  The  Applicable
Margin shall be established  based on the Total Debt Ratio for the most recently
completed fiscal quarter and the Applicable Margin established on a Pricing Date
shall  remain in effect  until the next  Pricing  Date.  If the Borrower has not
delivered its financial  statements by the date such financial  statements (and,
in the case of the year-end financial statements,  audit report) are required to
be delivered under Section 8.5(a) or (b) hereof, until such financial statements
and audit  report are  delivered,  the  Applicable  Margin  shall be the highest
Applicable Margin (i.e., the Total Debt Ratio shall be deemed to be greater than
2.5 to 1.0). If the Borrower  subsequently  delivers such  financial  statements
before the next Pricing Date,  the  Applicable  Margin  established by such late
delivered financial statements shall take effect from the date of delivery until
the next  Pricing  Date.  In all  other  circumstances,  the  Applicable  Margin
established  by such  financial  statements  shall be in effect from the Pricing
Date that occurs  immediately  after the end of the  Borrower's  fiscal  quarter
covered  by  such  financial  statements  until  the  next  Pricing  Date.  Each
determination of the Applicable  Margin made by the Agent in accordance with the
foregoing  shall be  conclusive  and  binding on the  Borrower  and the Banks if
reasonably determined.

        "Application" is defined in Section 1.2(b) hereof.

        "Authorized  Representative" means the Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer,  Senior Vice President-Finance
and Vice President & Controller of the Borrower and those other persons (if any)
shown on the list of  officers  provided  by the  Borrower  pursuant  to Section
7.1(h)  hereof or on any update of any such list provided by the Borrower to the
Agent,  or any  further or  different  officer of the  Borrower  so named by the
Chairman of the Board,  President,  Chief  Executive  Officer,  Chief  Financial
Officer,  Senior Vice  President-Finance  and Vice President & Controller of the
Borrower in a written notice to the Agent.

        "Bank" is defined in the  introductory  paragraph of this  Agreement and
includes each assignee bank pursuant to Section 12.12 hereof.

        "Base Rate" is defined in Section 1.4(a) hereof.

        "Base Rate Loan" means a Loan  bearing  interest at a rate  specified in
Section 1.4(a) hereof.

        "Borrower" is defined in the introductory paragraph of this Agreement.

        "Borrowing"  means  the  total  of  Loans  of a  single  type  advanced,
continued for an additional  Interest Period, or converted from a different type
into such type by the Banks  under a Credit on a single date and, in the case of
Eurodollar Loans, for a single Interest Period. Borrowings of Loans are made and
maintained  ratably  from each of the Banks  under a Credit  according  to their
Percentages  of such Credit.  A Borrowing is "advanced" on the day Banks advance
funds  comprising  such Borrowing to the Borrower,  is "continued" on the date a
new Interest Period for the same type of Loans commences for such Borrowing, and
is  "converted"  when such  Borrowing  is changed  from one type of Loans to the
other, all as requested by the Borrower  pursuant to Section 1.6(a).  Borrowings
of Swing  Loans are made from the Agent in  accordance  with the  procedures  of
Section 1.8 hereof.

        "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, if the
applicable Business Day relates to the advance or continuation of, or conversion
into, or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollar
deposits in the interbank eurodollar market in London, England.

        "Capital  Expenditures"  means,  with  respect to any Person (a) for any
period during which the ITI Marketing Acquisition occurred, the aggregate amount
of all  expenditures  (whether  paid in cash or accrued as a liability)  by such
Person  during that period  which,  in  accordance  with GAAP,  are or should be
included  as  "additions  to  property,  plant or  equipment"  or similar  items
reflected in the statement of cash flows of such Person, as if the ITI Marketing
Acquisition  had  occurred on the first day of such period and (b) for any other
period,  the  aggregate  amount  of all  expenditures  (whether  paid in cash or
accrued as a liability) by such Person  during that period which,  in accordance
with  GAAP,  are or should be  included  as  "additions  to  property,  plant or
equipment"  or similar  items  reflected in the  statement of cash flows of such
Person.

        "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, for any Person, the amount of the
liability  shown on the  balance  sheet of such  Person in  respect of a Capital
Lease determined in accordance with GAAP.

        "Change  of  Control"  means  the  occurrence  of any one or more of the
following:  (a) the  acquisition  by any  "person" or "group" (as such terms are
used in sections  13(d) and 14(d) of the  Securities  Exchange  Act of 1934,  as
amended),  other than the Schwartz Group, at any time of beneficial ownership of
15% or more of the Voting Stock of the Borrower on a  fully-diluted  basis,  (b)
the  failure  of the  Schwartz  Group at any time and for any reason to own both
legally  and  beneficially  at  least  30% or more of the  Voting  Stock  of the
Borrower on a  fully-diluted  basis,  or (c) the failure of individuals  who are
members of the board of directors of the Borrower on the date of this  Agreement
(together with any new or  replacement  directors  whose initial  nomination for
election was approved by a majority of the directors  who were either  directors
on the date of this  Agreement  or  previously  so  approved)  to  constitute  a
majority of the board of directors of the Borrower

        "Code" means the  Internal  Revenue  Code of 1986,  as amended,  and any
successor statute thereto.

        "Collateral" means all properties, rights, interests and privileges from
time to time subject to the Liens granted to the Agent, or any security  trustee
therefor, by the Collateral Documents.

        "Collateral  Documents"  means  the  Pledge  Agreement,  and  all  other
security agreements,  pledge agreements,  assignments,  financing statements and
other  documents as shall from time to time secure or relate to the  Obligations
or any part thereof.

        "Commitments"  means the Revolving Credit Commitments,  the L/C
Commitment,  the Swing Line Commitment, and the Term Loan Commitments.

        "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 Borrower or any Subsidiary,  are treated
as a single employer under Section 414 of the Code.

        "Credit" means any of the Revolving Credit or the Term Credit.

        "Credit Event" means the advancing of any Loan, the  continuation  of or
conversion  into a  Eurodollar  Loan,  or the  issuance  of, or extension of the
expiration date or increase in the amount of, any Letter of Credit.

        "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.

        "Defaulting  Bank"  means a Bank  which  has  failed to fund as and when
required by the terms and conditions of this Agreement such Bank's ratable share
of any Loan or unpaid Reimbursement Obligation hereunder, if and so long as such
failure continues unremedied.

        "Disposition" means the sale, lease, conveyance, or other disposition of
Property,  other  than sales or other  dispositions  expressly  permitted  under
Section 8.10(a) or 8.10(b) hereof.

        "Domestic  Subsidiary" means any Subsidiary  organized under the laws of
the United States of America, any State thereof or the District of Columbia.

        "EBITDA" means, with reference to any period, Net Income for such period
plus the sum (without  duplication) of all amounts  deducted in arriving at such
Net Income  amount in respect  of (v)  Interest  Expense  for such  period,  (w)
federal, state and local income taxes for such period, (x) depreciation of fixed
assets and amortization of intangible  assets  (including,  without  limitation,
goodwill,  deferred  expenses and organization  costs) for such period,  (y) the
following non-recurring, non-cash charges to the extent incurred in the relevant
period  during  the  Borrower's  fiscal  year ended  December  31,  1997:  (i) a
write-off of in-process research and development at Paragren Technologies,  Inc.
in an amount  (before  taxes) of  approximately  $19,800,000;  (ii) a  write-off
reflecting  a  revision  for  software  impairment  aggregating  (before  taxes)
approximately  $3,238,000;  (iii) a write-off representing the cumulative effect
of an accounting  change for  unamortized  re-engineering  costs expensed by the
Borrower in such year aggregating (before taxes) approximately  $3,550,000,  and
(z) a  non-recurring  restructuring  charge  associated  with the ITI  Marketing
Acquisition to the extent  incurred in the relevant period during the Borrower's
fiscal year ended December 31, 1998 and aggregating (before taxes) not more than
$9,000,000.

        "Eligible Line of Business" means any one or more of the principal lines
of business in which the Borrower is engaged as of the date hereof and each line
of business related thereto.

        "ERISA" means the Employee  Retirement  Income  Security Act of 1974, as
amended, or any successor statute thereto.

        "Eurodollar Loan" means a Loan bearing interest at the rate specified in
Section 1.4(b) hereof.

        "Eurodollar Reserve Percentage" is defined in Section 1.4(b) hereof.

        "Event of Default"  means any event or condition  identified  as such in
Section 9.1 hereof.

        "Event of Loss" means, with respect to any Property, any of the follows:
(a) any loss,  destruction  or damage of such Property or (b) any  condemnation,
seizure, or taking, by exercise of the power of eminent domain or otherwise,  of
such Property, or confiscation of such Property or the requisition of the use of
such Property.

        "Existing Credit  Agreement" means (i) the Existing Harris Agreement and
(ii) the Existing ITI Credit Agreement.

        "Existing Harris Agreement" means that certain Credit Agreement dated as
of June 3, 1997 by and among the  Borrower,  Harris Trust and Savings  Bank,  as
Agent and the other lenders party thereto.

        "Existing  ITI Credit  Agreement"  means that  certain  Note and Warrant
Purchase  Agreement dated as of August 31, 1995 between ITI Holdings,  Inc., ITI
Marketing, Nomura Holding America, Inc. and the other lenders party thereto.

        "Federal  Funds  Rate"  means the  fluctuating  interest  rate per annum
described in part (x) of clause (ii) of the definition of Base Rate appearing in
Section 1.4(a) hereof.

        "Fixed Charges" shall mean, with respect to any period, the sum (without
duplication)  of (i) all payments of principal  due under the terms of any Total
Funded Debt within  twelve  calendar  months after the close of such period plus
(ii)  Annualized  Interest  Expense  during  the same  such  period,  all of the
foregoing as determined for the Borrower and its  Subsidiaries on a consolidated
basis in accordance with GAAP.

        "Fixed Rate Loan" means any  Eurodollar  Loan and (to the extent bearing
interest with reference to the Agent's Quoted Rate) any Swing Loan.

        "Foreign Subsidiary" means any and all Subsidiaries  organized under the
laws of any jurisdiction other than those of the United States of America.

        "GAAP" means  generally  accepted  accounting  principles set forth from
time to time in the opinions and  pronouncements  of the  Accounting  Principles
Board and the American  Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable statute and authority within the U.S. accounting
profession),  which  are  applicable  to the  circumstances  as of the  date  of
determination.

        "Guarantors" is defined in Section 4.2 hereof.

        "Guaranty" is defined in Section 4.2 hereof.

        "Hart-Scott-Rodino  Act" means the  Hart-Scott-Rodino  Antitrust  
Improvements  Act of 1976, as amended.

        "Hedging  Liability"  means the  liability of the Borrower to any of the
Banks or their  Affiliates in respect of any interest rate swaps,  interest rate
caps, interest rate collars, or other interest rate hedging  arrangements as the
Borrower  may from  time to time  enter  into  with any one or more of the Banks
party to this Agreement or their Affiliates.  Unless and until the amount of the
Hedging Liability is fixed and determined, the Hedging Liability shall be deemed
to be the  market  value of the  notional  amount of the hedge  from the date of
computation to the date the hedge expires.

        "Hostile  Acquisition" means (x) the acquisition of the capital stock or
other  equity   interests  of  a  Person  through  a  tender  offer  or  similar
solicitation of the owners of such capital stock or other equity interests which
has not been approved (prior to such acquisition) by resolutions of the Board of
Directors  of  such  Person  or by  similar  action  if  such  Person  is  not a
corporation,  and (y) any such  acquisition  as to which such  approval has been
withdrawn.

        "ITI Marketing" means ITI Marketing Services, Inc., a Delaware 
corporation.

        "ITI Marketing  Acquisition"  means the  acquisition of ITI Marketing by
Borrower pursuant to the ITI Marketing Purchase Agreement.

        "ITI Marketing  Purchase  Agreement" means that certain Merger Agreement
dated as of April 30, 1998,  by and among the Borrower,  ITI  Holdings,  Inc., a
Delaware  corporation,  ITI Marketing  Acquisition Corp., a Delaware corporation
and the "Principal  Stockholders" defined therein, all exhibits,  schedules, and
attachments  thereto,  and all  instruments  and  documents  to be executed  and
delivered in connection therewith.

        "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  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  and  deferred  compensation
arrangements  with officers and employees,  in each case arising in the ordinary
course of business), (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.

        "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
Borrower and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.

        "Interest Period" is defined in Section 1.9 hereof.

        "Issuing Bank" means Harris Trust and Savings Bank.

        "L/C Commitment" means $10,000,000, as reduced pursuant to the terms
hereof.

        "L/C  Obligations"  means the  aggregate  undrawn  face  amounts  of all
outstanding Letters of Credit and all unpaid Reimbursement Obligations.

        "Lending Office" is defined in Section 10.4 hereof.

        "Letter of Credit" is defined in Section 1.2(a) hereof.

        "LIBOR" is defined in Section 1.4(b) 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" means and includes  Revolving Loans, Term Loans, and Swing Loans,
and each of them  singly,  and the term "type" of Loan refers to its status as a
Revolving  Loan,  Term Loan or Swing Loan, or, if a Revolving Loan or Term Loan,
to its status as a Base Rate Loan or Eurocurrency Loan.

        "Loan Documents" means this Agreement, the Notes, the Applications,  the
Collateral Documents,  the Guaranties,  and each other instrument or document to
be delivered hereunder or thereunder or otherwise in connection therewith.

        "Material  Adverse Effect" means (a) a material  adverse change in, or a
material adverse effect upon, the operations,  business,  properties,  condition
(financial or  otherwise) or prospects of the Borrower,  or the Borrower and its
Subsidiaries  taken as a whole; (b) a material  impairment of the ability of the
Borrower or any  Subsidiary to perform its monetary  obligations  under any Loan
Document; or (c) a material adverse effect upon the legality,  validity, binding
effect or  enforceability  against the  Borrower or any  Subsidiary  of any Loan
Document.

        "Material Subsidiary" shall mean each Subsidiary other than a Non-
Material Subsidiary

        "Moody's" means Moody's Investors Service, Inc.

        "Net Cash  Proceeds"  means,  as  applicable,  (a) with  respect  to any
Disposition by a Person,  cash and cash equivalent  proceeds  received by or for
such  Person's  account,  net of (i)  reasonable  direct costs  relating to such
Disposition,  (ii) sale,  use, or other  transactional  taxes paid or payable by
such Person as a direct result of such  Disposition,  and (iii) amounts required
to be applied to repay  principal  of,  premium,  if any,  and  interest  on any
Indebtedness  for Borrowed  Money  secured by a Lien on the Property (or portion
thereof) sold or otherwise  disposed of (other than the  Obligations  hereunder)
which is required to be and is repaid in connection with such  Disposition;  (b)
with respect to any Event of Loss of a Person, cash and cash equivalent proceeds
received by or for such Person's  account  (whether as a result of payments made
under  any  applicable   insurance   policy   therefor  or  in  connection  with
condemnation  proceedings  or  otherwise),  net of (i)  reasonable  direct costs
incurred in connection  with the  collection of such  proceeds,  awards or other
payments and (ii) amounts required to be applied to repay principal of, premium,
if any, and interest on any Indebtedness for Borrowed Money secured by a Lien on
the  Property  (or  portion  thereof)  so  damaged  or  taken  (other  than  the
Obligations  hereunder) which is required to be and is repaid in connection with
such Event of Loss; and (c) with respect to any offering of equity securities of
a Person or the issuance of any  Indebtedness  for  Borrowed  Money by a Person,
cash and cash equivalent proceeds received by or for such Person's account,  net
of reasonable  legal,  underwriting,  and other fees and expenses  incurred as a
direct result thereof.

        "Net Income" means, with reference to any period, the net income (or net
loss) of the  Borrower  and its  Subsidiaries  for  such  period  computed  on a
consolidated basis in accordance with GAAP.

        "Net  Worth"  means,  as of any time the same is to be  determined,  the
total shareholders' equity (including capital stock, additional  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
Borrower and its Subsidiaries  determined on a consolidated  basis in accordance
with GAAP, less the sum of (i) all notes  receivable from officers and employees
of the Borrower and its Subsidiaries and (ii) the write-up of assets above cost.

        "Non-Material  Subsidiary" shall mean any Subsidiary (i) the revenues of
which  (directly  and  together  with its  subsidiaries)  for the most  recently
completed  fiscal  year of the  Borrower  were  less  than 2% of the  Borrower's
consolidated  revenues  for such  fiscal  year and (ii) the  consolidated  total
assets of which (directly and together with its  subsidiaries) as of the date of
such financial statements were less than 2% of the Borrower's consolidated total
assets as of such date; provided, however, that each Subsidiary which would (but
for this  proviso)  constitute  a  Non-Material  Subsidiary  with  the  greatest
revenues  shall  constitute  a Material  Subsidiary  if (i) the revenues of such
Subsidiary (directly and together with its subsidiaries), when together with the
revenues  of  Non-Material   Subsidiaries  (directly  and  together  with  their
respective  subsidiaries),  in each case for the most recently  completed fiscal
year of the Borrower equal or exceed 5% of the Borrower's  consolidated revenues
for such fiscal year or (ii) the  consolidated  total assets of such  Subsidiary
(directly  and together  with its  subsidiaries),  when taken  together with the
consolidated  total  assets  of  the  Non-Material  Subsidiaries  (directly  and
together with their respective  subsidiaries),  in each case as the date of such
financial  statements  equal or exceed 5% of the Borrower's  consolidated  total
assets as of such date.

        "Notes" means and includes the Revolving Notes, Term Notes and Swing 
Line Note.

        "Obligations"  means all fees payable hereunder,  all obligations of the
Borrower to pay principal and interest on Loans and  Reimbursement  Obligations,
and all other  payment  obligations  of the Borrower or any  Subsidiary  arising
under or in relation to any Loan Document,  in each case whether now existing or
hereafter arising.

        "Participating Bank" is defined in Section 1.2(d) hereof.

        "Participating Interest" is defined in Section 1.2(d) hereof.

        "PBGC"  means the Pension  Benefit  Guaranty  Corporation  or any Person
succeeding to any or all of its functions under ERISA.

        "Percentage"  means for any Bank its Revolver  Percentage or Term Loan 
Percentage,  as applicable.

        "Permitted Shareholder Redemptions" means redemptions by the Borrower of
its common  capital stock during the period from the date hereof through June 1,
2003 for an aggregate consideration not to exceed $10,000,000.

        "Person"  means  an  individual,   partnership,   corporation,   limited
liability company, 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 May
20, 1998 among the Borrower, certain of its Subsidiaries,  and the Agent, as the
same may be amended, modified or restated from time to time.

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

        "Reimbursement Obligation" is defined in Section 1.2(c) hereof.

        "Required Banks" means, at any time, Banks whose  outstanding  Loans and
interests  in  Letters  of  Credit  and  Unused  Revolving  Credit   Commitments
constitute more than 51% of the sum of the total outstanding Loans, interests in
Letters  of  Credit  and  Unused  Revolving  Credit  Commitments  of the  Banks;
provided,  however,  if at such time (i) any Bank shall be a Defaulting Bank and
(ii) no Event of Default shall have occurred and be  continuing,  there shall be
excluded from the  determination  of Required  Banks the  outstanding  Loans and
interests in Letters of Credit and Unused Revolving  Credit  Commitments of such
Bank at such time.

        "Revolving  Credit" means the credit facility for making Revolving Loans
and issuing Letters of Credit described in Sections 1.1 and 1.2 hereof.

        "Revolver  Percentage"  means,  for each  Bank,  the  percentage  of the
Revolving  Credit  Commitments  represented  by  such  Bank's  Revolving  Credit
Commitment or, if the Revolving Credit  Commitments  have been  terminated,  the
percentage  held by such Bank  (including  through  participation  interests  in
Reimbursement  Obligations) of the aggregate  principal  amount of all Revolving
Loans and L/C Obligations then outstanding.

        "Revolving Credit Commitment" is defined in Section 1.1 hereof.

        "Revolving Credit  Termination Date" means June 1, 2003, or such earlier
date on which the Revolving Credit  Commitments are terminated in whole pursuant
to Section 1.14, 9.2 or 9.3 hereof.

        "Revolving  Loan" is defined in Section  1.1 hereof  and, as so defined,
includes  a Base Rate Loan or a  Eurodollar  Loan,  each of which is a "type" of
Revolving Loan hereunder.

        "Revolving Note" is defined in Section 1.12(a) hereof.

        "S&P" means Standard & Poor's Ratings  Services Group, a division of The
McGraw-Hill Companies, Inc.

        "Schwartz Group" means Theodore G. Schwartz, members of his  immediately
family and trust for the benefit of any one or more of the foregoing.

        "Subordinated  Debt"  means  Indebtedness  for  Borrowed  Money  of  the
Borrower or any Subsidiary  owing to any Person on terms and conditions,  and in
such  amounts,  acceptable  to the Agent and the  Required  Banks in their  sole
discretion and which is subordinated in right of payment to the prior payment in
full of the Obligations pursuant to written subordination provisions approved in
writing by the Agent and the Required Banks.

        "Subsidiary"   means,  as  to  any  particular  parent   corporation  or
organization,  any  other  corporation  or  organization  more  than  50% of the
outstanding Voting Stock of which is at the time directly or indirectly owned by
such parent  corporation  or  organization  or by any one or more other entities
which are themselves  subsidiaries of such parent  corporation or  organization.
The term "Subsidiary" means a subsidiary of the Borrower or of any of its direct
or indirect Subsidiaries.

        "Swing  Line"  means the  credit  facility  for making a Swing Line Loan
described in Section 1.8 hereof.

        "Swing Line Loans" is defined in Section 1.8 hereof.

        "Swing Line Note" is defined in Section 1.8 hereof.

        "Swing Line Commitment" means $10,000,000, as reduced pursuant to the 
terms hereof.

        "Term  Credit" means  the credit facility  for Term Loans  described  in
  Section 1.3
hereof.

        "Term Loan Commitment" is defined in Section 1.3 hereof.

        "Term  Loan" is defined  in  Section  1.3  hereof  and,  as so  defined,
includes  a Base Rate Loan or a  Eurodollar  Loan,  each of which is a "type" of
Term Loan hereunder.

        "Term Note" is defined in Section 1.12(b) hereof.

        "Term Loan Percentage"  means, for each Bank, the percentage of the Term
Loan Commitments represented by such Bank's Term Loan Commitment or, if the Term
Loan  Commitments  have been terminated or have expired,  the percentage held by
such Bank of the aggregate principal amount of all Term Loans then outstanding.

        "Total  Assets" means,  at any time the same is to be determined,  total
assets computed in accordance with GAAP for the Borrower and its Subsidiaries.

        "Total  Consideration"  means the total amount (but without duplication)
of (a) cash  paid in  connection  with any  Acquisition,  plus (b)  indebtedness
payable to the seller in  connection  with such  Acquisition,  plus (c) the fair
market  value of any  equity  securities,  including  any  warrants  or  options
therefor,  delivered in connection with any  Acquisition  (other than new equity
securities issued by the Borrower),  plus (d) the present value of covenants not
to compete  entered into in  connection  with such  Acquisition  or other future
payments  which  are  required  to be made  over a  period  of time  and are not
contingent  upon the Borrower or its Subsidiary  meeting  financial  performance
objectives (discounted at the Base Rate), but only to the extent not included in
clause (a), (b), or (c) above,  plus (e) the amount of  indebtedness  assumed in
connection with such Acquisition.

        "Total Debt Ratio"  means,  as of the last day of any fiscal  quarter of
the  Borrower,  the  ratio of (a) Total  Funded  Debt as of the last day of such
fiscal quarter, to (b) Adjusted EBITDA for the four fiscal quarters then ended.

        "Total Funded Debt" means, at any time the same is to be determined, the
aggregate  of all  Indebtedness  for  Borrowed  Money  of the  Borrower  and its
Subsidiaries at such time,  including all Indebtedness for Borrowed Money of any
other Person which is directly or  indirectly  guaranteed by the Borrower or any
of its  Subsidiaries or which the Borrower or any of its Subsidiaries has agreed
(contingently  or otherwise)  to purchase or otherwise  acquire or in respect of
which the Borrower 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 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.

        "U.S. Dollars" and "$" each means the lawful currency of the United
States of America.

        "Unused Revolving Credit Commitments" means, at any time, the difference
between  the  Revolving  Credit  Commitments  then in effect  and the  aggregate
outstanding principal amount of Revolving Loans and L/C Obligations.

        "Voting  Stock"  of any  Person  means  capital  stock or  other  equity
interests of any class or classes (however designated) having ordinary power for
the election of directors or other similar governing body of such Person,  other
than stock or other  equity  interests  having  such power only by reason of the
happening of a contingency.

        "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 Borrower  and/or
one or more Wholly-owned Subsidiaries within the meaning of this definition.

        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 5.3. Change in Accounting Principles. If, after the date of this
Agreement,  there  shall  occur  any  change  in  GAAP  from  those  used in the
preparation  of the financial  statements  referred to in Section 6.5 hereof and
such  change  shall  result in a change  in the  method  of  calculation  of any
financial  covenant,  standard  or term  found  in this  Agreement,  either  the
Borrower  or the  Required  Banks may by  notice to the Banks and the  Borrower,
respectively, require that the Banks and the Borrower negotiate in good faith to
amend such covenants, standards, and term so as equitably to reflect such change
in accounting  principles,  with the desired  result being that the criteria for
evaluating the financial condition of the Borrower and its Subsidiaries shall be
the same as if such  change had not been made.  No delay by the  Borrower or the
Required  Banks in  requiring  such  negotiation  shall  limit their right to so
require  such a  negotiation  at any  time  after  such a change  in  accounting
principles.  Until any such covenant, standard, or term is amended in accordance
with this Section 5.3,  financial  covenants shall be computed and determined in
accordance  with GAAP in effect prior to such change in  accounting  principles.
Without limiting the generality of the foregoing,  the Borrower shall neither be
deemed to be in  compliance  with any  financial  covenant  hereunder nor out of
compliance with any financial  covenant hereunder if such state of compliance or
noncompliance,  as the case may be, would not exist but for the  occurrence of a
change in accounting principles after the date hereof.

SECTION 6.          REPRESENTATIONS AND WARRANTIES.

        The  Borrower  represents  and  warrants  to the  Agent and the Banks as
follows:

        Section  6.1.  Organization  and  Qualification.  The  Borrower  is duly
organized, validly existing and in good standing as a corporation under the laws
of the state of its incorporation,  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,  except where the failure to do so would
not have a Material Adverse Effect.

        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 do so would
not have a Material  Adverse  Effect.  Each  Wholly-Owned  Subsidiary  that is a
Material Subsidiary is also a Guarantor. Schedule 6.2 hereto (as the same may be
deemed  amended  pursuant to Section  8.10(c) or 8.17  hereof)  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  Borrower and the other
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  and whether such Subsidiary is a Material or
Non-Material  Subsidiary.  All of the  outstanding  shares of capital  stock 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 the same may be deemed amended pursuant to Section
8.10(c) or 8.17  hereof) as owned by the  Borrower  or a  Subsidiary  are owned,
beneficially and of record, by the Borrower or such Subsidiary free and clear of
all Liens  other than the Liens  granted in favor of the Agent  pursuant  to the
Collateral Documents.  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.

        Section 6.3.  Authority  and Validity of  Obligations.  The Borrower has
full  right and  authority  to enter  into  this  Agreement  and the other  Loan
Documents  executed by it, to make the borrowings  herein provided for, to issue
its Notes in evidence thereof,  to grant to the Agent the Liens described in the
Collateral  Documents  executed  by  the  Borrower,  and to  perform  all of its
obligations  hereunder and under the other Loan  Documents  executed by it. Each
Subsidiary  has  full  right  and  authority  to enter  into the Loan  Documents
executed by it, to guarantee  the  Obligations,  to grant to the Agent the Liens
described in the Collateral  Documents  executed by such Person,  and to perform
all of its  obligations  under  the  Loan  Documents  executed  by it.  The Loan
Documents  delivered  by the  Borrower  and by each  Subsidiary  have  been duly
authorized,  executed  and  delivered  by such Person and  constitute  valid and
binding  obligations of such Person  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
Borrower or any  Subsidiary  of any of the matters and things  herein or therein
provided for, (a)  contravene or constitute a default under any provision of law
or any judgment,  injunction,  order or decree  binding upon the Borrower or any
Subsidiary or any provision of the charter,  articles of incorporation,  by-laws
or  comparable  constituent  documents  of the Borrower or any  Subsidiary,  (b)
contravene or constitute a default under any covenant, indenture or agreement of
or affecting the Borrower or any Subsidiary or any of its Property, in each case
where such  contravention  or default  is  reasonably  likely to have a Material
Adverse  Effect,  or (c) result in the creation or imposition of any Lien on any
Property of the Borrower or any Subsidiary other than the Liens granted in favor
of the Agent pursuant to the Collateral Documents.

        Section 6.4. Use of Proceeds;  Margin Stock.  The Borrower shall use the
proceeds  of  the  Loans  for  the  purpose  of  financing   the  ITI  Marketing
Acquisition,  refinancing  existing  indebtedness and for its general  corporate
purposes.  Neither the Borrower nor any Subsidiary is engaged in the business of
extending  credit for the 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. Margin stock (as hereinabove defined) constitutes less than 25% of
those  assets of the  Borrower  and its  Subsidiaries  which are  subject to any
limitation on sale, pledge, or other restriction hereunder.

        Section 6.5.    Financial Reports.

        (a)  APAC.  The  consolidated  balance  sheet  of the  Borrower  and its
Subsidiaries as at December 28, 1997, and the related consolidated statements of
income,  retained  earnings and cash flows of the Borrower and its  Subsidiaries
for the fiscal year then ended, and accompanying notes thereto,  which financial
statements  are  accompanied  by  the  audit  report  of  Arthur  Andersen  LLP,
independent public accountants,  and the unaudited interim  consolidated balance
sheet of the Borrower and its  Subsidiaries as at June 30, 1998, and the related
consolidated  statements of income and retained earnings of the Borrower and its
Subsidiaries  for  the 6  monthly  accounting  periods  then  ended,  heretofore
furnished to the Banks, fairly present in all material respects the consolidated
financial  condition of the Borrower 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 GAAP  applied  on a  consistent  basis.  Neither  the
Borrower 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.

        (b) ITI Marketing.  The consolidated  balance sheet of ITI Marketing and
its  subsidiaries  as  at  December  31,  1997,  and  the  related  consolidated
statements of income,  retained earnings and cash flows of ITI Marketing and its
subsidiaries  for the fiscal year then ended,  and  accompanying  notes thereto,
which  financial  statements  are  accompanied  by the  audit  report  of Arthur
Andersen  LLP,  independent  public  accountants,   and  the  unaudited  interim
consolidated balance sheet of ITI Marketing and its subsidiaries as at March 31,
1998, and the related consolidated statements of income and retained earnings of
ITI Marketing and its subsidiaries  for the three months then ended,  heretofore
furnished to the Banks, fairly present in all material respects the consolidated
financial  condition of ITI Marketing and its  subsidiaries as at said dates and
the consolidated results of their operations and cash flows for the periods then
ended in conformity  in all material  respects with GAAP applied on a consistent
basis.   Neither  ITI  Marketing  nor  any  subsidiary  thereof  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.  (a) APAC.  Since December 29,
1997, except as disclosed in a Form 8-K of the Borrower filed as of May 20, 1998
with the  Securities  and Exchange  Commission,  there has been no change in the
condition  (financial or otherwise) or business prospects of the Borrower or any
Subsidiary,  none of which individually or in the aggregate have been materially
adverse.

        (b) ITI  Marketing.  The  Borrower  is not  aware of any  change,  since
December  31,  1997,  in the  condition  (financial  or  otherwise)  or business
prospects of ITI Marketing and its subsidiaries,  none of which  individually or
in the aggregate have been materially adverse.

        Section 6.7. Full Disclosure.  The statements and information  furnished
by or on behalf of the Borrower to the Banks in connection  with the negotiation
of this Agreement and the other Loan Documents and the  commitments by the Banks
to provide all or part of the financing  contemplated  hereby do not (x) contain
any  untrue  statements  of a fact or (y)  omit a fact  necessary  to  make  the
material  statements  contained herein or therein, in light of the circumstances
under which they were made, not misleading,  in either case where the correct or
complete facts would, if they  constituted a change from the facts as originally
disclosed  or stated,  have been  reasonably  likely to have a Material  Adverse
Effect;  the  Banks   acknowledging  that,  as  to  any  projections  and  other
forward-looking  statements  regarding future  expectations and the beliefs (the
"Statements")  furnished  by  the  Borrower  to the  Banks,  the  Borrower  only
represents  that,  at the time the  Statements  were made by the Borrower to the
Banks the  Borrower  did not know of any  material  facts that  would  cause the
Statements to be untrue.

        Section 6.8. Trademarks, Franchises, and Licenses. The Borrower and each
of the Subsidiaries own, possess or have the right to use all necessary patents,
licenses,  franchises,  trademarks, trade names, trade styles, copyrights, trade
secrets,  know how and  confidential  commercial and proprietary  information to
conduct their  businesses  as now  conducted,  without  known  conflict with any
patent,  license,  franchise,  trademark,  trade name, trade style, copyright or
other  proprietary  right of any other Person, in each case where the failure to
own, possess or have the right to use such Property is reasonably likely to have
a Material Adverse Effect.

        Section 6.9. Governmental Authority and Licensing. The Borrower and each
of the Subsidiaries  have received all licenses,  permits,  and approvals of all
Federal, state, local, and foreign governmental  authorities,  if any, necessary
to conduct their business,  in each case where the failure to obtain or maintain
the  same  is  reasonably   likely  to  have  a  Material  Adverse  Effect.   No
investigation or proceeding which, if adversely determined, is reasonably likely
to result in revocation or denial of any material license,  permit, or approval,
is pending or, to the knowledge of the Borrower, threatened.

       Section 6.10. Good Title. The Borrower and each of the Subsidiaries  have
good and  defensible  title (or valid  leasehold  interests)  to their assets as
reflected on the most recent consolidated  balance sheet of the Borrower and its
Subsidiaries  furnished to the Banks (except for sales of assets in the ordinary
course  of  business),  subject  to no Liens  other  than  such  thereof  as are
permitted by Section 8.8 hereof.

       Section 6.11. Litigation and Other Controversies.  There is no litigation
or governmental proceeding or labor controversy pending, nor to the knowledge of
the  Borrower  threatened,  against  the  Borrower  or any  Subsidiary  which is
reasonably likely to be adversely  determined and if so determined is reasonably
likely to have a Material Adverse Effect.

       Section 6.12. Taxes. All tax returns required to be filed by the Borrower
or any Subsidiary in any jurisdiction  have, in fact, been filed, and all taxes,
assessments,  fees and  other  governmental  charges  upon the  Borrower  or any
Subsidiary or upon any of its respective Property,  income or franchises,  which
are shown to be due and payable in such returns, have been paid, except (i) such
taxes,  assessments,  fees  and  governmental  charges,  if  any,  as are  being
contested in good faith and by appropriate proceedings which prevent enforcement
of the matter under contest and as to which  adequate  reserves  established  in
accordance with GAAP have been provided and (ii) those returns other than United
States  federal  income tax  returns,  the  failure  to file of which  could not
reasonably be expected to have a Material Adverse Effect.  The Borrower does not
know of any  proposed  additional  tax  assessment  against the  Borrower or any
Subsidiary for which adequate  provisions in accordance  with GAAP have not been
made on their accounts. Adequate provisions in accordance with GAAP for taxes on
the books of the Borrower and each Subsidiary have been made for all open years,
and for its current fiscal period.

       Section 6.13. 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 Borrower or any Subsidiary,  or of any other Person, is or will be necessary
to  the  valid  execution,  delivery  or  performance  by  the  Borrower  or any
Subsidiary  of this  Agreement  or any  other  Loan  Document,  except  for such
approvals  which  have been  obtained  prior to the date of this  Agreement  and
remain in full force and effect.

       Section  6.14.  Affiliate  Transactions.  Neither  the  Borrower  nor any
Subsidiary is a party to any material  contracts or  agreements  with any of its
Affiliates on terms and  conditions  which are less favorable to the Borrower or
such  Subsidiary  than  would be usual and  customary  in similar  contracts  or
agreements between Persons not affiliated with each other.

       Section 6.15. Investment Company; Public Utility Holding Company. Neither
the  Borrower  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 6.16. ERISA. The Borrower and each of its Subsidiaries,  and each
member of its Controlled  Group,  have  fulfilled  their  obligations  under the
minimum  funding  standards of, and are in  compliance in all material  respects
with, ERISA and the Code to the extent  applicable to any Plan maintained by any
one or more of them or for the benefit of their  employees and have 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
Borrower nor any Subsidiary has any material 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  6.17.  Compliance  with  Laws.  To  the  best  knowledge  of the
Borrower,  the Borrower and each of its  Subsidiaries  are in  compliance in all
material  respects 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,  laws and
regulations relating to the providing of health care services and products,  and
laws and regulations establishing quality criteria and standards for air, water,
land  and  toxic  or   hazardous   wastes  and   substances),   where  any  such
non-compliance, individually or in the aggregate, is reasonably likely to have a
Material  Adverse  Effect.  Neither the Borrower 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, where
any such non-compliance or remedial action, individually or in the aggregate, is
reasonably likely to have a Material Adverse Effect.

       Section 6.18. Other  Agreements.  Neither the Borrower nor any Subsidiary
is in default  under the terms of any  covenant,  indenture  or  agreement of or
affecting such Persons or any of their  Properties,  which default if uncured is
reasonably likely to have a Material Adverse Effect.

       Section 6.19. Solvency. The Borrower and its Subsidiaries are able to pay
their  debts as they  become due and have  sufficient  capital to carry on their
businesses  and all  businesses  in which  they are about to engage  in; and the
amount  that  will be  required  to pay the  Borrower's  and  each  Subsidiary's
probable  liabilities as they become absolute and mature is less than the sum of
the present fair sale value of its assets as a going concern.

       Section 6.20.  ITI  Marketing  Acquisition.  The Borrower has  heretofore
delivered  to the Agent a true and correct  copy of the ITI  Marketing  Purchase
Agreement and,  except to the extent  consented to in writing by the Agent,  the
ITI Marketing Purchase Agreement has not been amended or modified in any respect
and no condition to the effectiveness thereof or the obligations of the Borrower
thereunder  has been  waived.  The Borrower  and, to the best of the  Borrower's
knowledge,  ITI  Marketing  has all  necessary  right,  power,  and authority to
consummate the transactions contemplated by the ITI Marketing Purchase Agreement
and to perform all of their obligations  thereunder.  The ITI Marketing Purchase
Agreement has been duly authorized, executed, and delivered by the Borrower and,
to the best of the  Borrower's  knowledge,  ITI  Marketing and the ITI Marketing
Purchase Agreement  constitutes the valid and binding obligation of the Borrower
and to the best of the Borrower's knowledge, ITI Marketing,  enforceable against
each of them in  accordance  with its  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 the ITI Marketing  Purchase  Agreement does
not, nor does the  observance or  performance by the Borrower or, to the best of
the Borrower's knowledge, ITI Marketing of any of the matters and things therein
provided  for,  contravene or constitute a default under any provision of law or
any  judgment,  injunction,  order,  or decree  binding  upon such Person or any
provision of the charter,  articles of incorporation,  or by-laws of such Person
or any covenant,  indenture,  or agreement of or affecting such Person or any of
its  Property,  or result in the creation or  imposition of any Lien on any such
Person's Property.  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 any other Person, is or will be
necessary to the valid execution,  delivery,  or performance by the Borrower, to
the  best of the  Borrower's  knowledge,  ITI  Marketing  of the  ITI  Marketing
Purchase Agreement or of any other instrument or document executed and delivered
in  connection  therewith,  except for such  thereof that have  heretofore  been
obtained and remain in full force and effect.  Neither the Borrower  nor, to the
best of the Borrower's  knowledge,  ITI Marketing are in default in any of their
respective obligations under the ITI Marketing Purchase Agreement.

       Section 6.21.  Year 2000  Compliance.  The Borrower and its  Subsidiaries
have   conducted  a   comprehensive   review  and  assessment  of  its  computer
applications,  and have made inquiry of their  material  suppliers,  vendors and
customers,  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 Borrower believes that no such
defect could reasonably be expected to have a Material Adverse Effect.

       Section 6.22.    No  Default.  No  Default  or Event of  Default  has  
occurred  and is continuing.

SECTION 7.          CONDITIONS PRECEDENT.

        The  obligation  of each Bank to  advance,  continue or convert any Loan
(whether  a  Revolving  Loan or Swing  Loan,  but in any  event  other  than the
continuation of, or conversion into, a Base Rate Loan) or of the Issuing Bank to
issue,   extend  the  expiration   date  (including  by  not  giving  notice  of
non-renewal)  of or  increase  the  amount of any  Letter of Credit  under  this
Agreement, shall be subject to the following conditions precedent:

        Section 7.1.    Initial Credit Event.  Before or concurrently  with the
initial Credit Event:

               (a) the Agent shall have  received  for each Bank this  Agreement
        duly executed by the Borrower and the Banks;

               (b) the Agent shall have  received for each Bank such Bank's duly
        executed  Notes of the Borrower  dated the date hereof and  otherwise in
        compliance with the provisions of Section 1.12 hereof;

               (c) the Agent  shall  have  received  the Pledge  Agreement  duly
        executed by the Borrower and each relevant Subsidiary,  and the Guaranty
        duly  executed by each Material  Subsidiary,  together with (i) original
        stock   certificates   or  other  similar   instruments   or  securities
        representing  all of the issued and outstanding  shares of capital stock
        or  other  equity  interest  of each  Subsidiary  as of the date of this
        Agreement,  (ii) stock powers for the Collateral consisting of the stock
        or other equity interest of each Subsidiary each to be executed in blank
        and undated,  and (iii) UCC financing statements to be filed against the
        Borrower  and each  Subsidiary,  as debtor,  in favor of the  Agent,  as
        secured party;

               (d) the Agent  shall have  received  for each Bank  copies of the
        Borrower's and each  Subsidiary's  articles of incorporation  and bylaws
        (or  comparable  constituent  documents)  and  any  amendments  thereto,
        certified in each instance by its Secretary or Assistant Secretary;

               (e) the  Agent  shall  have  received  for each  Bank  copies  of
        resolutions  of  the  Borrower's  and  of  each  Subsidiary's  Board  of
        Directors (or  comparable  governing  body)  authorizing  the execution,
        delivery and  performance of this Agreement and the other Loan Documents
        to  which  it is a  party  and  the  consummation  of  the  transactions
        contemplated  hereby and thereby,  together with specimen  signatures of
        the persons  authorized to execute such  documents on the Borrower's and
        such  Subsidiary's  behalf,  all  certified  in  each  instance  by  its
        Secretary or Assistant Secretary;

               (f) the Agent  shall have  received  for each Bank  copies of the
        certificates  of good  standing for the  Borrower and for each  Material
        Subsidiary  (dated  no  earlier  than 30 days  prior  to the date of the
        Previous Credit Agreement) from the office of the secretary of the state
        of its incorporation and of each state (other than any state in which it
        is not in good  standing and such failure to be in good  standing  would
        not have a  Material  Adverse  Effect)  in which it is  qualified  to do
        business as a foreign corporation;

               (g) the Agent  shall  have  received  for each Bank a list of the
        Borrower's Authorized Representatives;

               (h) the Agent  shall have  received  for itself and for the Banks
        the initial fees called for by Section 2.1 hereof;

               (i) the Agent shall have received and approved as satisfactory to
        it, (i) the audit reports and accompanying  financial  statements of the
        Borrower and its  Subsidiaries  for the  Borrower's  five most  recently
        completed  fiscal  years,   (ii)  the  audit  reports  and  accompanying
        financial  statements  of ITI  Marketing  and its  subsidiaries  for ITI
        Marketing's three most recently completed fiscal years, (iii) a proforma
        consolidated  balance  sheet for the Borrower  immediately  after giving
        effect  to  the  ITI  Marketing   Acquisition   and  (iv)  a  pro  forma
        consolidated  balance  sheet of ITI Marketing  immediately  after giving
        effect to the ITI Marketing Acquisition;

               (j) the Agent shall have  completed its due  diligence  review of
        the (i)  environmental  liabilities of the Borrower and its Subsidiaries
        and (ii) material contracts,  licenses,  permits and agreements to which
        the Borrower and its  Subsidiaries  are subject and approved the results
        of such review as satisfactory to it;

               (k)  each  Bank  shall  have   received  such   evaluations   and
        certifications  as it may  reasonably  require  (including  a compliance
        certificate  in  the  form  attached  hereto  as  Exhibit  G  containing
        compliance  calculations  of the  financial  covenants as of the date of
        this Agreement after giving effect to the ITI Marketing  Acquisition) in
        order to satisfy itself as to the value of the Collateral, the financial
        condition of the Borrower and its Subsidiaries, and the lack of material
        environmental  and other contingent  liabilities of the Borrower and its
        Subsidiaries;

               (l) the Agent shall have  received  evidence  satisfactory  to it
        that (x) the Total Consideration payable by the Borrower with respect to
        the ITI Marketing  Acquisition is not more than $160,000,000  (excluding
        the Total  Consideration  payable  after  closing  of the ITI  Marketing
        Acquisition   attributable  to  certain  United  States  Postal  Service
        contracts,  such  post-closing  Total  Consideration  not to exceed  the
        amounts  set  forth in the ITI  Marketing  Purchase  Agreement,  (y) all
        conditions  precedent to the ITI Marketing  Acquisition  (except for the
        Banks'  funding of the purchase  price  therefor) have been satisfied in
        accordance  with  the  terms  of the ITI  Marketing  Purchase  Agreement
        (without giving effect to any amendment,  modification or waiver thereto
        not consented to in writing by the Agent) and its  effectiveness and (z)
        the ITI Marketing Purchase Agreement is effective;

               (m) all legal, tax and regulatory matters incident to the Credits
        and the ITI Marketing  Acquisition,  including  without  limitation  all
        regulatory  approvals  of  the  ITI  Marketing   Acquisition  under  the
        Hart-Scott-Rodino Act, shall be satisfactory to the Agent;

               (n) the Agent shall have received (i) for each Bank the favorable
        written  opinions of counsel to the  Borrower and its  Subsidiaries,  in
        form and  substance  reasonably  satisfactory  to the  Agent  and (ii) a
        fairness opinion on ITI Marketing as prepared by Merrill Lynch,  Pierce,
        Fenner & Smith, Incorporated;

               (o) the Agent  shall have  received  and  approved as to form and
        substance the ITI Marketing Purchase Agreement and all other instruments
        and documents applicable thereto;

               (p) the  Borrower  shall  have  common  and  preferred  stock and
        paid-in equity capital of at least $125,000,000 immediately after giving
        effect to the ITI Marketing Acquisition;

               (q) the Agent shall have received  satisfactory  assurances  that
        the  Agent  will  have  received  and  approved  (both  as to  form  and
        substance)  such UCC  financing  statements  and other  instruments  and
        documents  as it shall  deem  necessary  to perfect  the Liens  required
        hereunder and satisfactory lien searches confirming the priority of such
        Liens;

               (r) the Agent  shall have  received  and  approved as to form and
        substance  (i)  an  Environmental   Checklist  regarding   environmental
        liabilities and (ii) a Year 2000 Questionnaire  regarding matters of the
        type addressed by Section 6.21 hereof, each to be properly completed and
        duly executed by the Borrower; and

               (s) each Guarantor shall have executed and delivered to the Banks
        their consent to this Agreement in the form set forth below.

        References  in this Section to  Subsidiaries  shall be deemed to include
ITI Marketing and its subsidiaries  prior to, as well as after,  consummation of
the ITI Marketing Acquisition.

        Section 7.2.    All Credit Events.  As of the time of each Credit Event 
hereunder:

               (a) in the case of a Borrowing  the Agent shall have received the
        notice  required  by Section  1.6  hereof,  in the case of a Swing Loan,
        Agent shall have received the notice required in Section 1.8 hereof,  in
        the case of the  issuance  of any Letter of Credit the Agent  shall have
        received a duly completed Application for such Letter of Credit together
        with any fees  called for by Section  2.1 hereof  and, in the case of an
        extension  or  increase  in the amount of a Letter of Credit,  a written
        request  therefor in a form  acceptable to the Agent  together with fees
        called for by Section 2.1 hereof;

               (b)  each of the  representations  and  warranties  set  forth in
        Section 6 hereof  shall be and remain  true and correct as of such time,
        except to the extent that any such  representation  or warranty  relates
        solely to an earlier time or that any change  therein is not  reasonably
        likely to have a Material Adverse Effect;

               (c) the Borrower shall be in compliance with all of the terms and
        conditions  hereof,  and no  Default  or Event  of  Default  shall  have
        occurred and be continuing  hereunder or would occur as a result of such
        Credit Event; and

               (d) such Credit  Event  shall not violate any order,  judgment or
        decree  of any  court  or other  authority  or any  provision  of law or
        regulation  applicable  to  any  Bank  (including,  without  limitation,
        Regulation U of the Board of Governors of the Federal Reserve System).

        Each request for a Borrowing hereunder and each request for the issuance
of,  increase in the amount of, or extension of the expiration date of, a Letter
of Credit shall be deemed to be a representation and warranty by the Borrower on
the date on such  Credit  Event as to the facts  specified  in  subsections  (a)
through (c), both inclusive, this Section 7.2.

        Section 7.3. Existing Credit Agreement.  (a) Pay-off Letters.  The Agent
shall have  received a pay-off and lien  release  letter from (i) in the case of
the Existing Harris  Agreement,  the existing  creditors of the Borrower and its
Subsidiaries  under the Existing  Harris  Agreement  and (ii) in the case of the
Existing ITI Credit Agreement,  the existing  creditors of ITI Marketing and its
subsidiaries,  each such letter  setting  forth,  among other things,  the total
amount of indebtedness  outstanding and owing to them (or outstanding letters of
credit  issued  for  the  account  of (i) in the  case  of the  Existing  Harris
Agreement,  the Borrower or any of its  Subsidiaries  or (ii) in the case of the
Existing ITI Credit  Agreement,  ITI Marketing or any of its  subsidiaries)  and
containing  an  undertaking  to  cause to be  delivered  to the  Agent  each UCC
termination statement and any other lien release instrument necessary to release
their  respective  Lien on all assets of (i) in the case of the Existing  Harris
Agreement, the Borrower and its Subsidiaries or (ii) in the case of the Existing
ITI Credit Agreement,  ITI Marketing or any of its  subsidiaries,  which pay-off
and lien release letters shall be in form and substance acceptable to the Agent.

        (b)  Repayments.  A portion of the proceeds of the initial  Credit Event
shall  be  used to pay in full  all  outstanding  (i)  "Obligations"  under  the
Existing Harris Agreement and (ii) all Indebtedness for Borrowed Money under the
Existing  ITI  Credit   Agreement.   The  Banks  and  the  Borrower  agree  that
concurrently with such initial Credit Event, the Existing Harris Agreement shall
terminate and all "Obligations" outstanding thereunder shall be due and payable.

SECTION 8.          COVENANTS.

        The Borrower  agrees that, so long as any Note or any L/C  Obligation is
outstanding  or any  Commitment  is  available  to or in  use  by  the  Borrower
hereunder,  except to the  extent  compliance  in any case or cases is waived in
writing by the Required Banks:

        Section 8.1.  Maintenance  of Business.  The Borrower  shall,  and shall
cause each  Subsidiary  to,  preserve  and  maintain  its  existence,  except as
otherwise provided in Section 8.10(c) hereof; provided, however, that nothing in
this  Section  shall  prevent the  Borrower  from  discontinuing  the  corporate
existence of any Non-Material  Subsidiary if discontinuance of such Non-Material
Subsidiary  is  desirable  in the  conduct  of the  Borrower's  business  or the
business of any Subsidiary and such discontinuance is not disadvantageous in any
material  respect  to the  Banks.  The  Borrower  shall,  and shall  cause  each
Subsidiary  to,  preserve  and keep in force and effect all  licenses,  permits,
franchises,   approvals,   patents,   trademarks,  trade  names,  trade  styles,
copyrights,  and other proprietary rights necessary to the proper conduct of its
business  where the  failure  to do so is  reasonably  likely to have a Material
Adverse Effect.

        Section 8.2.  Maintenance of Properties.  The Borrower shall,  and shall
cause each Subsidiary to,  maintain,  preserve and keep its property,  plant and
equipment in good repair,  working order and condition  (ordinary  wear and tear
excepted)  and shall  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,  except to the
extent  that,  in the  reasonable  business  judgment of such  Person,  any such
Property is no longer  necessary for the proper  conduct of the business of such
Person.

        Section 8.3.  Taxes and  Assessments.  The  Borrower  shall duly pay and
discharge, and shall 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 Borrower shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with insurance companies
with a general  policyholder  service  rating of not less than A as rated in the
most current available Best's Insurance Report,  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 Borrower shall insure, and shall cause each Subsidiary
to insure,  such other  hazards  and risks  (including  professional  liability,
employers' and public liability  risks) with insurance  companies with a general
policyholder  service  rating  of not less  than A as rated in the most  current
available  Best's  Insurance  Report as and to the  extent  usually  insured  by
Persons similarly situated and conducting similar businesses. The Borrower shall
in any event maintain,  and cause each Subsidiary to maintain,  insurance on the
Collateral  to the extent  required by the  Collateral  Documents.  The Borrower
shall,  upon the  request  of the  Agent,  furnish  to the Agent and each Bank a
certificate setting forth in summary form the nature and extent of the insurance
maintained pursuant to this Section.

        Section 8.5. Financial Reports. The Borrower shall, and shall cause each
Subsidiary to,  maintain a standard system of accounting in accordance with GAAP
and shall  furnish  to the Agent,  each Bank and each of their  duly  authorized
representatives such information respecting the business and financial condition
of the Borrower  and each  Subsidiary  as the Agent or such Bank may  reasonably
request; and without any request, shall furnish to the Agent and the Banks:

               (a) as soon as  available,  and in any event within 45 days after
        the close of each fiscal quarter of each fiscal year of the Borrower,  a
        copy of the consolidated and consolidating balance sheet of the Borrower
        and  its  Subsidiaries  as of  the  last  day of  such  period  and  the
        consolidated and consolidating  statements of income,  retained earnings
        and cash  flows of the  Borrower  and its  Subsidiaries  for the  fiscal
        quarter  and for the fiscal  year-to-date  period  then  ended,  each in
        reasonable  detail  showing  in  comparative  form the  figures  for the
        corresponding  date and period in the previous fiscal year,  prepared by
        the Borrower in accordance  with GAAP and certified to by the Borrower's
        chief financial officer,  or another officer of the Borrower  reasonably
        acceptable to the Agent;

               (b)  within  forty-five  (45)  days  after the end of each of the
        first three  quarterly  fiscal  periods of the  Borrower,  a copy of the
        Borrower's  Form 10-Q  Report  filed with the  Securities  and  Exchange
        Commission;

               (c) within  ninety (90) days after the end of each fiscal year of
        the Borrower,  a copy of the Borrower's  Form 10-K Report filed with the
        Securities  and  Exchange  Commission,  including  a copy of the audited
        financial  statements of the Borrower and the Subsidiaries for such year
        with the accompanying report of independent public accountants;

               (d) as soon as  available,  and in any event within 90 days after
        the  close  of each  fiscal  year of the  Borrower,  to the  extent  not
        contained in the  Borrower's  Form 10-K Report filed with the Securities
        and Exchange  Commission for such year, a copy of the  consolidated  and
        consolidating  balance sheet of the Borrower and its  Subsidiaries as of
        the  last  day of  the  period  then  ended  and  the  consolidated  and
        consolidating  statements of income, retained earnings and cash flows of
        the  Borrower  and its  Subsidiaries  for the  period  then  ended,  and
        accompanying  notes  thereto,  each  in  reasonable  detail  showing  in
        comparative  form the figures for the previous fiscal year,  accompanied
        in the case of the Borrower's  consolidated  financial  statements by an
        unqualified   opinion  of  Arthur   Andersen  LLP  or  another  firm  of
        independent public accountants of recognized national standing, selected
        by the Borrower and reasonably  satisfactory  to the Required  Banks, to
        the effect that the consolidated financial statements have been prepared
        in accordance with GAAP and present fairly, in all material respects, in
        accordance  with  GAAP  the  consolidated  financial  condition  of  the
        Borrower  and its  Subsidiaries  as of the close of such fiscal year and
        the results of their  operations and cash flows for the fiscal year then
        ended and that an examination  of such accounts in connection  with such
        financial statements has been made in accordance with generally accepted
        auditing  standards and,  accordingly,  such audit provided a reasonable
        basis for their opinion;

               (e) promptly after the sending or filing thereof,  copies of each
        financial  statement,  report,  notice  or proxy  statement  sent by the
        Borrower  or any  Subsidiary  to its  stockholders,  and  copies of each
        regular,   periodic  or  special  report,   registration   statement  or
        prospectus (including all Form 10-K, Form 10-Q, and Form 8-K reports and
        proxy  statements)  filed by the  Borrower  or any  Subsidiary  with any
        securities  exchange or the  Securities  and Exchange  Commission or any
        successor agency;

               (f) promptly after receipt thereof,  a copy of each audit made by
        any  regulatory  agency of the books and records of the  Borrower or any
        Subsidiary  or  of  any  notice  of  material   noncompliance  with  any
        applicable law, regulation, or guideline relating to the Borrower or any
        Subsidiary or any of their respective businesses;

               (g) as soon as  available,  and in any event within 90 days prior
        to the end of each fiscal year of the Borrower, a copy of the Borrower's
        consolidated  and  consolidating  business plan for the following fiscal
        year, such business plan to show the Borrower's  projected  consolidated
        and   consolidating   revenues,   expenses,   and   balance   sheet   on
        month-by-month  basis,  such business  plan to be in  reasonable  detail
        prepared by the  Borrower  and in form  reasonably  satisfactory  to the
        Agent which shall include a summary of all assumptions made in preparing
        such business plan;

               (h)    notice of any Change of Control; and

               (i)  promptly  after  knowledge  thereof  shall  have come to the
        attention of any responsible officer of the Borrower,  written notice of
        any threatened or pending litigation or governmental proceeding or labor
        controversy  against the Borrower or any Subsidiary  which, if adversely
        determined, is reasonably likely to have a Material Adverse Effect or of
        the occurrence of any Default or Event of Default hereunder.

Each of the financial  statements furnished to the Banks pursuant to subsections
(a) and (d) of this Section 8.5 shall be accompanied by a written certificate in
the form attached  hereto as Exhibit F signed by the President,  Chief Executive
Officer,  Chief  Financial  Office  or  Senior  Vice  President-Finance  of  the
Borrower,  to the effect that to the best of such 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 Borrower or any Subsidiary to remedy
the same. Such certificate shall also set forth the calculations supporting such
statements in respect of Sections 8.22, 8.23, 8.24 and 8.25 of this Agreement.

        Section  8.6.  Inspection.  The  Borrower  shall,  and shall  cause each
Subsidiary  to,  permit the Agent,  each Bank and each of their duly  authorized
representatives and agents to visit and inspect any of its Properties, corporate
books and financial records, to examine and make copies of its books of accounts
and other financial records,  and to discuss its affairs,  finances and accounts
with,  and  to be  advised  as to the  same  by,  its  officers,  employees  and
independent  public  accountants  (and by this  provision  the  Borrower  hereby
authorizes  such  accountants  to  discuss  with the  Agent  and such  Banks the
finances  and affairs of the Borrower and each  Subsidiary)  at such  reasonable
times and intervals as the Agent or any such Bank may designate.

        Section 8.7.  Indebtedness  for Borrowed Money.  The Borrower shall not,
nor shall it permit any  Subsidiary  to, issue,  incur,  assume,  create or have
outstanding any Indebtedness  for Borrowed Money;  provided,  however,  that the
foregoing shall not restrict nor operate to prevent:

               (a)    the  Obligations  of the  Borrower  owing  to the  Agent  
        and the  Banks hereunder;

               (b) purchase money indebtedness and Capitalized Lease Obligations
        of the Borrower and of its  Subsidiaries  in an aggregate  amount not to
        exceed $10,000,000 at any one time outstanding;

               (c)  obligations  of the  Borrower  arising out of interest  rate
        hedging  agreements  entered  into with  financial  institutions  in the
        ordinary course of business;

               (d)    guaranties expressly permitted by Section 8.9 hereof;

               (e)  indebtedness  from time to time owing by the Borrower to any
        Subsidiary or by any Subsidiary to the Borrower or any other Subsidiary,
        in each case  arising  as a result of  intercompany  loans and  advances
        permitted by Section 8.9 hereof.

               (f) indebtedness  outstanding under the Existing Credit Agreement
        which  is paid and  satisfied  in full out of  proceeds  of the  initial
        Credit Event hereunder;

               (g) other indebtedness existing on the date of this Agreement and
        described  on Schedule 8.7  attached  hereto and made a part hereof,  as
        reduced from time to time by repayments thereof; and

               (h) other  indebtedness of the Borrower and its  Subsidiaries not
        otherwise permitted by this Section in an aggregate amount not to exceed
        $1,000,000 at any one time outstanding.

        Section  8.8.  Liens.  The  Borrower  shall not, nor shall it permit any
other  Subsidiary to,  create,  incur or permit to exist any Lien of any kind on
any Property  owned by any such Person;  provided,  however,  that the foregoing
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  Borrower 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 Borrower and its Subsidiaries
        secured by a pledge of assets permitted under this subsection, including
        interest  and  penalties  thereon,  if any,  shall  not be in  excess of
        $2,500,000 at any one time outstanding;

               (d) the Liens  granted  in favor of the Agent for the  benefit of
        the Agent and the Banks pursuant to the Collateral Documents;

               (e) Liens on property of the Borrower or any  Subsidiary  created
        solely for the purpose of  securing  indebtedness  permitted  by Section
        8.7(b) hereof,  representing or incurred to finance, refinance or refund
        the purchase price of Property,  provided that no such Lien shall extend
        to or cover other Property of the Borrower or such Subsidiary other than
        the  respective  Property  so  acquired,  and the  principal  amount  of
        indebtedness  secured  by any  such  Lien  shall at no time  exceed  the
        original purchase price of such Property;

               (f)  easements,  rights-of-way,  restrictions  and other  similar
        encumbrances  incurred in the ordinary  course of business which, in the
        aggregate,  are not  substantial  in amount and which do not  materially
        detract from the value of the  Property  subject  thereto or  materially
        interfere  with the ordinary  conduct of the business of the Borrower or
        any Subsidiary;

               (g)    Liens described on Schedule 8.8 hereof; and

               (h) any interest or title of a lessor under any operating lease.

        Section 8.9. Investments,  Acquisitions, Loans, Advances and Guaranties.
The  Borrower  shall not,  nor shall 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 acquire all or any
substantial  part of the  assets or  business  of any other  Person or  division
thereof, 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 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 rated at least P-1 by Moody's
        and at least A-1 by S&P maturing within one year of the date of issuance
        thereof;

               (c)  investments in certificates of deposit issued by any Bank or
        by any United States  commercial  bank 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) guaranties  issued by the Borrower  guaranteeing or otherwise
        supporting  the  repayment of  indebtedness  of a  Subsidiary  otherwise
        permitted by Section 8.7 hereof;

               (f) trade  receivables from time to time owing to the Borrower or
        any  Subsidiary  created  or  acquired  in the  ordinary  course  of its
        business;

               (g)   guaranties  by  the  Borrower  or  any  Subsidiary  of  the
        obligations of any other  Subsidiary,  as lessee,  under any real estate
        leases entered into in the ordinary course of its business;

               (h)  approximate   present  equity  investments  in  Subsidiaries
        described on Schedule 8.9 hereof;

               (i)  loans  by the  Borrower  to,  or  other  investments  by the
        Borrower in, any one or more  Subsidiaries in the ordinary course of the
        Borrower's  business not otherwise permitted by this Section aggregating
        not more than $25,000,000 at any one time outstanding;

               (j) loans by any one or more  Subsidiaries to the Borrower in the
        ordinary course of such Subsidiaries'  business not otherwise  permitted
        by this Section  aggregating  not more than  $5,000,000  at any one time
        outstanding;

               (k)  loans  by  any  one  or  more   Subsidiaries  to,  or  other
        investments  by any one or more  Subsidiaries  in, any one or more other
        Subsidiaries  in the  ordinary  course  of  such  lending  or  investing
        Subsidiaries'   business  not   otherwise   permitted  by  this  Section
        aggregating not more than $500,000 at any one time outstanding;

               (l)    the ITI Marketing Acquisition;

               (m)  Acquisitions,  so long as (i) no Default or Event of Default
        exists or would exist after giving effect to such acquisition,  (ii) the
        Acquisition is not a Hostile Acquisition, (iii) the Acquired Business is
        in an Eligible Line of Business,  (iv) the Borrower shall have delivered
        to the Banks an  updated  Schedule  6.2 to  reflect  any new  Subsidiary
        resulting from such Acquisition,  (iv) the Total Consideration  expended
        by  the  Borrower  and  its  Subsidiaries  as  consideration   for  such
        Acquisition (A) does not aggregate more the $25,000,000 unless consented
        to in  writing  by  the  Required  Banks  (which  consent  shall  not be
        unreasonably  withheld),  and (B) when taken together with the aggregate
        Total Consideration expended on a cumulative basis after the date hereof
        for all other Acquisitions  permitted under this Section 8.9(m) does not
        aggregate more than  $50,000,000,  (v) the Borrower can demonstrate that
        on a pro forma basis  (including  financial  projections  for the twelve
        months  following  the subject  Acquisition)  after giving effect to the
        subject  Acquisition  it will  continue to comply with all the terms and
        conditions of the Loan Documents,  and (vi) the Borrower has provided to
        the Banks  financial  statements  of the Person  whose  assets or Voting
        Stock is being so acquired,  including historical financial  statements,
        and a description of such Person and its business;

               (n)    the Guaranties; and

               (o)  other  investments,   loans,  advances  and  guaranties  not
        otherwise permitted by this Section aggregating not more than $1,000,000
        at any one time outstanding.

In determining  the amount of  investments,  acquisitions,  loans,  advances and
guaranties  permitted  under this Section,  investments and  acquisitions  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 thereof then remaining unpaid, and guaranties shall be taken at
the amount of the obligations guaranteed thereby.

       Section 8.10. Mergers,  Consolidations and Sales. The Borrower shall not,
nor  shall  it  permit  any   Subsidiary  to,  be  a  party  to  any  merger  or
consolidation,  or sell,  transfer,  lease or otherwise dispose of its Property,
including  any  disposition  of  Property  as  part  of  a  sale  and  leaseback
transaction,  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 prevent:

               (a)    the sale or lease of inventory in the ordinary course of
        business;

               (b) the sale,  transfer,  lease, or other disposition of Property
        of the Borrower or any Subsidiary to one another in the ordinary  course
        of its business;

               (c) any Subsidiary  (including any corporation  which immediately
        after giving effect to an Acquisition permitted by Section 8.9(m) hereof
        becomes a Subsidiary, but in any event excluding any Foreign Subsidiary)
        may merge or consolidate  with or into the Borrower or any  Wholly-Owned
        Subsidiary;  provided  that in the case of any  merger or  consolidation
        involving the Borrower,  the Borrower is the  corporation  surviving the
        merger  and in the case of any other  merger  involving  a  Wholly-owned
        Subsidiary,  such Wholly-owned  Subsidiary is the corporation  surviving
        such merger;

               (d) the sale of  delinquent  notes or accounts  receivable in the
        ordinary course of business for purposes of collection only (and not for
        the purpose of any bulk sale or securitization transaction);

               (e) the sale,  transfer,  or other  disposition  of any  tangible
        personal  property  that,  in the  reasonable  business  judgment of the
        Borrower or its Subsidiary,  has become uneconomical,  obsolete, or worn
        out, and which is disposed of in the ordinary course of business; and

               (f) the sale,  transfer,  lease, or other disposition of Property
        of the Borrower or any Subsidiary  aggregating  for the Borrower and its
        Subsidiaries  during  any  12-month  period  not more  than 10% of Total
        Assets as of the close of the then most  recent  fiscal  year-end of the
        Borrower;

In the event of any merger  permitted  by Section  8.10(c)  above,  the Borrower
shall give the Agent and the Banks prior  written  notice of any such event and,
immediately  after  giving  effect  to any  such  merger,  Schedule  6.2 of this
Agreement  shall be deemed amended  excluding  reference to any such  Subsidiary
merged out of existence.  So long as no Default or Event of Default has occurred
and is continuing or would arise as a result  thereof,  upon the written request
of the Borrower,  the Agent shall release its Lien on any Property sold pursuant
to the provisions of subsections (a), (d), (e) or (f) above.

       Section 8.11. Maintenance of Subsidiaries. The Borrower shall not assign,
sell or transfer,  nor shall it permit any Subsidiary to issue,  assign, sell or
transfer,  any  shares of  capital  stock of a  Material  Subsidiary;  provided,
however,  that the  foregoing  shall not  operate to prevent (i) the Lien on the
capital stock of each Subsidiary granted to the Agent pursuant to the Collateral
Documents,  (ii) the issuance,  sale and transfer to any person of any shares of
capital stock of a Subsidiary  solely for the purpose of qualifying,  and to the
extent  legally  necessary  to  qualify,  such  person  as a  director  of  such
Subsidiary, and (iii) any transaction permitted by Section 8.10(c) above.

       Section  8.12.  Dividends  and Certain  Other  Restricted  Payments.  The
Borrower  shall not, nor shall it permit any  Subsidiary  to, (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) or (ii) directly or indirectly  purchase,  redeem or otherwise acquire or
retire any of its capital  stock or (iii) prepay any  Indebtedness  for Borrowed
Money (other than the prepayment of the Loans and L/C  Obligations in accordance
with Section  1.11 hereof and the  effecting  of any  redemption  of such Loans)
(such   non-excepted   dividends,    distributions,    purchases,   redemptions,
acquisitions,  prepayments and retirements being hereinafter collectively called
"Restricted Payments"); provided, however, that the foregoing shall not apply to
or operate to prevent  any  Restricted  Payments  made in any fiscal year of the
Borrower if and to the extent that at the time such  Restricted  Payment is made
and after giving effect thereto,  (i) no Default or Event of Default shall occur
or be continuing,  (ii) the aggregate  amount of all Restricted  Payments (other
than the Permitted  Shareholder  Redemptions)  made during such fiscal year does
not exceed  twenty  percent (20%) of the  Borrower's  Net Income for such fiscal
year to date  and  (iii)  the  aggregate  cumulative  amount  of all  Restricted
Payments made on and after the date hereof does not exceed $25,000,000.

       Section 8.13.  ERISA. The Borrower shall, and shall cause each Subsidiary
to, promptly pay and discharge all  obligations  and  liabilities  arising under
ERISA  pertaining  to a Plan of a character  which if unpaid or  unperformed  is
reasonably  likely to  result in the  imposition  of a Lien  against  any of its
Properties.  The Borrower  shall,  and shall 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) 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 Borrower or any Subsidiary of any material liability,  fine or
penalty, or any material increase in the contingent liability of the Borrower or
any Subsidiary with respect to any post-retirement Welfare Plan benefit.

       Section 8.14.  Compliance with Laws. The Borrower shall,  and shall 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  its   Properties  or  business   operations,   where  any  such
non-compliance, individually or in the aggregate, is reasonably likely to have a
Material Adverse Effect or is reasonably  likely to result in a Lien upon any of
their Property.

       Section 8.15.  Burdensome  Contracts With Affiliates.  The Borrower shall
not, nor shall it permit any  Subsidiary  to, enter into any material  contract,
agreement  or  business  arrangement  with any of its  Affiliates  on terms  and
conditions  which are less  favorable  to the Borrower or such  Subsidiary  than
would be usual and  customary  in  similar  contracts,  agreements  or  business
arrangements between Persons not affiliated with each other.

       Section  8.16. No Changes in Fiscal Year.  The Borrower  shall not change
its fiscal year from its present basis without the prior written  consent of the
Required Banks.

       Section 8.17.  Formation of Subsidiaries.  Promptly upon the formation or
acquisition  of any  Subsidiary,  the Borrower  shall  provide the Agent and the
Banks written  notice  thereof and shall do such acts and things as are required
of it to comply with Section 4 hereof,  and then and thereafter  Schedule 6.2 of
this  Agreement  shall be deemed  amended  from and after  such date to  include
reference to any such Subsidiary.

       Section 8.18.  Change in the Nature of Business.  The Borrower shall not,
nor shall it permit any  Subsidiary to, engage in any business or activity if as
a result the general  nature of the business of the  Borrower or any  Subsidiary
would be changed in any material respect from the general nature of the business
engaged in by it as of the date of this  Agreement or as of the date such Person
becomes a Subsidiary hereunder.

       Section 8.19.    Use of Loan  Proceeds.  The  Borrower  shall use the  
credit  extended under  this  Agreement  solely  for the  purposes  set forth
 in, or  otherwise  permitted  by, Section 6.4 hereof.

       Section 8.20. No  Restrictions  on  Subsidiary  Distributions.  Except as
provided herein,  the Borrower shall not, nor shall it permit any Subsidiary to,
directly or  indirectly  create or otherwise  cause or suffer to exist or become
effective any  consensual  encumbrance or restriction of any kind on the ability
of the Borrower or any  Subsidiary to: (a) guarantee the  Obligations  and grant
Liens on its  assets to the Agent for the  benefit of the Banks as  required  by
Section 4 hereof;  (b) in the case of any Subsidiary,  pay dividends or make any
other  distribution  on any of such  Subsidiary's  capital stock or other equity
interests owned by the Borrower or any Subsidiary; (c) pay any indebtedness owed
to the Borrower or any Subsidiary; (d) make loans or advances to the Borrower or
any Subsidiary; or (e) transfer any of its property or assets to the Borrower or
any Subsidiary.

       Section 8.21.  Subordinated  Debt.  The Borrower  shall not, nor shall it
permit  any  Subsidiary  to,  amend or modify  any of the  terms and  conditions
relating  to  any  Subordinated  Debt  or  make  any  voluntary   prepayment  or
acquisition  thereof  or effect  any  voluntary  redemption  thereof or make any
payment on account of Subordinated  Debt which is prohibited  under the terms of
any instrument or agreement subordinating the same to the Obligations.

       Section 8.22. Total Debt Ratio. As of the last day of each fiscal quarter
of the  Borrower  occurring  during  one of the  periods  specified  below,  the
Borrower  shall  not  permit  the  Total  Debt  Ratio  as of the last day of the
relevant  fiscal  quarter  to be  greater  than or equal to the amount set forth
below:

<TABLE>
<CAPTION>

                                                                                  TOTAL DEBT
       FROM AND INCLUDING                 TO AND INCLUDING            RATIO SHALL NOT BE GREATER THAN OR
                                                                                   EQUAL TO
         the date hereof                      6/30/1999                          3.00 to 1.0

<S>         <C>                               <C>                               <C>  
            7/1/1999                          6/30/2000                          2.75 to 1.0

            7/1/2000                          6/30/2001                          2.50 to 1.0

            7/1/2001                          6/30/2002                          2.25 to 1.0

            7/1/2002                          6/30/2003                          2.00 to 1.0

</TABLE>

       Section 8.23. Net Worth.  The Borrower  shall, as of the last day of each
fiscal  quarter at all times,  maintain  Net Worth of not less than the  Minimum
Required Amount.  For purposes hereof,  the term "Minimum Required Amount" shall
mean  $115,000,000 and shall increase (but never decrease) as of the last day of
each fiscal quarter of the Borrower  thereafter by an amount (if positive) equal
to 80% of Net Income for the fiscal quarter then ended.

       Section 8.24.  Fixed Charge  Coverage  Ratio.  As of the last day of each
fiscal  quarter of the  Borrower,  the  Borrower  shall  maintain a ratio of (a)
Adjusted  EBITDA for the four fiscal  quarters of the  Borrower  then ended less
Capital  Expenditures  incurred  during such period to (b) Fixed Charges for the
same four fiscal quarter period then ended, of not less than 1.50 to 1.0.

       Section 8.25.  Minimum Adjusted EBITDA. As of the last day of each fiscal
quarter of the Borrower  occurring during one of the periods below, the Borrower
shall maintain Adjusted EBITDA at not less than the amount set forth below:

<TABLE>
<CAPTION>

                                                                    ADJUSTED EBITDA SHALL NOT BE LESS THAN
       FROM AND INCLUDING                 TO AND INCLUDING

         <S>                                  <C>                               <C>        
         the date hereof                      6/30/2000                          $65,000,000

            7/1/2000                          6/30/2003                          $70,000,000

</TABLE>


       Section  8.26.  Operating  Leases.  The Borrower  shall not, nor shall it
permit any  Subsidiary to, acquire the use or possession of any Property under a
lease or similar arrangement,  whether or not the Borrower or any Subsidiary has
the express or implied right to acquire title to or purchase such  Property,  at
any time if, after giving effect thereto,  the aggregate amount of fixed rentals
and other  consideration  payable by the Borrower and its Subsidiaries under all
such leases and similar  arrangements would exceed $25,000,000 during any fiscal
year  of the  Borrower.  Capital  Leases  shall  not be  included  in  computing
compliance with this Section to the extent the Borrower's and its  Subsidiaries'
liability in respect of the same is permitted by this Section.

       Section 8.27. Interest Rate Protection. On or before the date hereof, the
Borrower will hedge its interest rate risk on at least $100,000,000 in principal
amount of the Term Loans,  or if less, the principal  amount  outstanding on the
Term Loans,  through the use of one or more interest  rate swaps,  interest rate
caps,   interest  rate  collars  or  other  recognized   interest  rate  hedging
arrangements (collectively,  "Hedging Arrangements"),  with all of the foregoing
to  effectively  limit the  amount of  interest  that the  Borrower  must pay on
notional  amounts  of not less than such  portion  of the Term Loans to not more
than a rate  acceptable  to the Agent in its  discretion  for a period ending no
earlier than June 1, 2001 and to be with the Banks, their respective  Affiliates
or with other  parties  reasonably  acceptable  to the  Required  Banks.  If the
Borrower  enters into any Hedging  Arrangements  with any Bank,  the  Borrower's
obligations  to such Bank in connection  with such Hedging  Arrangements  do not
constitute usage of the Commitments of such Bank.

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) (i) default in the payment when due of all or any part of the
        principal of any Note or Reimbursement Obligation (whether at the stated
        maturity  thereof or at any other time provided for in this  Agreement),
        or (ii) default for 3 days in the payment when due of all or any part of
        the interest on any Note (whether at the stated  maturity  thereof or at
        any other time  provided  for in this  Agreement)  of any  Reimbursement
        Obligation or of any fee or other Obligation  payable hereunder or under
        any other Loan Document;

               (b) default in the  observance or performance of any covenant set
        forth in Sections 8.5, 8.7, 8.8, 8.9,  8.10,  8.11,  8.12,  8.19,  8.21,
        8.22,  8.23,  8.24,  8.25 or 8.26 hereof or of any provision in any Loan
        Document dealing with the use, disposition or remittance of the proceeds
        of Collateral or requiring the maintenance of insurance thereon;

               (c)  default  in the  observance  or  performance  of  any  other
        provision  hereof or of any other Loan  Document  which is not  remedied
        within 30 days after the  earlier of (i) the date on which such  failure
        shall first become known to any  responsible  officer of the Borrower or
        (ii) written notice thereof is given to the Borrower by the Agent;

               (d) any  representation  or warranty  made herein or in any other
        Loan Document or in any certificate  furnished to the Agent or the Banks
        pursuant  hereto  or  thereto  or in  connection  with  any  transaction
        contemplated  hereby or thereby proves untrue in any material respect as
        of the date of the issuance or making or deemed making thereof;

               (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 is  declared  to be null and  void,  or any of the
        Collateral  Documents  shall for any  reason  fail to create a valid and
        perfected  first  priority Lien in favor of the Agent in any  Collateral
        purported to be covered  thereby  (except as expressly  permitted by the
        terms  thereof  or an  inadvertent  failure to  maintain  such a Lien on
        Collateral  aggregating less than $500,000 in value),  or any Subsidiary
        takes  any  action  for  the  purpose  of  terminating,  repudiating  or
        rescinding  any Loan Document  executed by it or any of its  obligations
        thereunder;

               (f) default shall occur under any Indebtedness for Borrowed Money
        aggregating in excess of $1,000,000 issued, assumed or guaranteed by the
        Borrower 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 demand,  lapse of
        time, acceleration or otherwise);

               (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  $2,500,000  in excess of any  applicable
        insurance coverage shall be entered or filed against the Borrower or any
        Subsidiary,   or  against  any  of  its  Property,   and  which  remains
        undischarged, unvacated, unbonded or unstayed for a period of 30 days;

               (h)  the  Borrower  or  any  Subsidiary,  or  any  member  of its
        Controlled  Group,  shall  fail to pay when  due an  amount  or  amounts
        aggregating in excess of $1,000,000 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 $1,000,000  (collectively,  a "Material  Plan")
        shall  be  filed  under  Title  IV of  ERISA  by  the  Borrower  or  any
        Subsidiary,  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
        Borrower or any  Subsidiary,  or any member of its Controlled  Group, to
        enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall 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;

               (i)  the  Borrower  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) 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) fail to contest in
        good faith any  appointment  or proceeding  described in Section  9.1(j)
        hereof; or

               (j) a  custodian,  receiver,  trustee,  examiner,  liquidator  or
        similar  official  shall be appointed for the Borrower or any Subsidiary
        or  any  substantial  part  of  any of  its  Property,  or a  proceeding
        described in Section 9.1(i) (v) shall be instituted against the Borrower
        or any Subsidiary,  and such appointment continues  undischarged or such
        proceeding continues undismissed or unstayed for a period of 30 days.

        Section 9.2.  Non-Bankruptcy  Defaults.  When any Event of Default other
than those described in subsection (i) or (j) of Section 9.1 hereof has occurred
and is continuing, the Agent shall, by written notice to the Borrower: (a) if so
directed by the Required  Banks,  terminate  the remaining  Commitments  and all
other  obligations  of the Banks  hereunder  on the date  stated in such  notice
(which may be the date  thereof);  (b) if so  directed  by the  Required  Banks,
declare the principal of and the accrued interest on all outstanding Notes to be
forthwith due and payable and thereupon all  outstanding  Notes,  including both
principal and interest thereon,  shall be and become immediately due and payable
together with all other amounts payable under the Loan Documents without further
demand,  presentment,  protest or notice of any kind;  and (c) if so directed by
the Required  Banks,  demand that the Borrower  immediately pay to the Agent the
full amount then  available for drawing under each or any Letter of Credit,  and
the Borrower agrees to immediately make such payment and acknowledges and agrees
that the Banks  would not have an  adequate  remedy  at law for  failure  by the
Borrower  to honor any such  demand and that the Agent,  for the  benefit of the
Banks, shall have the right to require the Borrower to specifically perform such
undertaking  whether or not any drawings or other  demands for payment have been
made under any Letter of Credit.  The Agent, after giving notice to the Borrower
pursuant to Section  9.1(c) or this Section 9.2, shall also promptly send a copy
of such notice to the other Banks,  but the failure to do so shall not impair or
annul the effect of such notice.

        Section 9.3. Bankruptcy Defaults. When any Event of Default described in
subsections  (i) or (j) of Section 9.1 hereof has  occurred  and is  continuing,
then all outstanding  Notes shall  immediately  become due and payable  together
with all other amounts  payable under the Loan  Documents  without  presentment,
demand,  protest or notice of any kind,  the  obligation  of the Banks to extend
further credit pursuant to any of the terms hereof shall  immediately  terminate
and the  Borrower  shall  immediately  pay to the  Agent  the full  amount  then
available  for drawing  under all  outstanding  Letters of Credit,  the Borrower
acknowledging  and agreeing that the Banks would not have an adequate  remedy at
law for failure by the Borrower to honor any such demand and that the Banks, and
the Agent on their  behalf,  shall have the right to  require  the  Borrower  to
specifically  perform such undertaking whether or not any draws or other demands
for payment have been made under any of the Letters of Credit.

        Section  9.4.  Collateral  for  Undrawn  Letters of  Credit.  (a) If the
prepayment  of the amount  available  for drawing  under any or all  outstanding
Letters of Credit is required under Section  1.11(b) or under Section 9.2 or 9.3
above, the Borrower shall forthwith pay the amount required to be so prepaid, to
be held by the Agent as provided in subsection (b) below.

        (b) All  amounts  prepaid  pursuant to  subsection  (a),  together  with
amounts deposited with the Agent pursuant to Section  1.11(b)(iii) hereof, above
shall be held by the Agent in a separate  collateral account (such account,  and
the  credit  balances,  properties  and any  investments  from time to time held
therein,  and any substitutions for such account,  any certificate of deposit or
other  instrument  evidencing  any of the  foregoing  and  all  proceeds  of and
earnings on any of the foregoing  being  collectively  called the  "Account") as
security for, and for application by the Agent (to the extent available) to, the
reimbursement  of any payment under any Letter of Credit then or thereafter made
by the Agent,  and to the  payment  of the  unpaid  balance of any Loans and all
other  Obligations.  The Account shall be held in the name of and subject to the
exclusive dominion and control of the Agent for the benefit of the Agent and the
Banks. If and when requested by the Borrower,  the Agent shall invest funds held
in the Account from time to time in direct  obligations  of, or obligations  the
principal of and interest on which are unconditionally guaranteed by, the United
States of America with a remaining  maturity of one year or less,  provided that
the Agent is irrevocably authorized to sell investments held in the Account when
and as required to make payments out of the Account for  application  to amounts
due and owing from the Borrower to the Agent or Banks;  provided,  however, that
if (i) the Borrower shall have made payment of all such obligations  referred to
in subsection  (a) above,  (ii) all relevant  preference  or other  disgorgement
periods  relating  to the receipt of such  payments  have  passed,  and (iii) no
Letters of Credit,  Commitments,  Loans or other Obligations  remain outstanding
hereunder,  then the Agent shall release to the Borrower any  remaining  amounts
held in the Account.

        Section  9.5.  Notice of  Default.  The Agent  shall give  notice to the
Borrower under Section 9.1(c) hereof  promptly upon being  requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

        Section 9.6. Expenses.  The Borrower agrees to pay to the Agent and each
Bank,  and any other  holder of any Note  outstanding  hereunder,  all  expenses
reasonably  incurred  or paid by the  Agent  and such  Bank or any such  holder,
including  reasonable  attorneys'  fees and court costs,  in connection with any
Default or Event of Default by the Borrower  hereunder or in connection with the
enforcement of any of the Loan Documents.

SECTION 10.         CHANGE IN CIRCUMSTANCES.

       Section 10.1. Change of Law. Notwithstanding any other provisions of this
Agreement  or any  Note,  if at any time any  change  after  the date  hereof in
applicable  law or any change  after the date  hereof in the  interpretation  or
administration  thereof of any of the foregoing by any  governmental  authority,
central bank or  comparable  agency having  jurisdiction,  over such Bank or its
lending branch or the Eurodollar Loans  contemplated by this Agreement  (whether
or not  having  the  force  of law)  makes it  unlawful  for any Bank to make or
continue to maintain  any  Eurodollar  Loans or to perform  its  obligations  as
contemplated  hereby,  such Bank  shall  promptly  give  notice  thereof  to the
Borrower and such Bank's obligations to make or maintain  Eurodollar Loans under
this Agreement  shall be suspended  until it is no longer unlawful for such Bank
to make or maintain  Eurodollar  Loans.  The Borrower  shall,  within 5 days (or
sooner if applicable  law so requires)  after  written  demand from the affected
Bank or the Agent, prepay on demand the outstanding principal amount of any such
affected  Eurodollar  Loans,  together with all interest accrued thereon and all
other amounts then due and payable to such Bank under this Agreement;  provided,
however,  subject  to all of the terms and  conditions  of this  Agreement,  the
Borrower  may  then  elect  to  borrow  the  principal  amount  of the  affected
Eurodollar  Loans  from such Bank by means of Base Rate  Loans  from such  Bank,
which Base Rate Loans shall not be made  ratably by the Banks but only from such
affected Bank and provided,  further, that the Borrower shall have no obligation
under Section 1.13 with respect to any such prepayment.

       Section 10.2.  Unavailability  of Deposits or Inability to Ascertain,  or
Inadequacy of, LIBOR. If on or prior to the first day of any Interest Period for
any Borrowing of Eurodollar Loans:

               (a) the Agent  determines  that deposits in U.S.  Dollars (in the
        applicable  amounts)  are  not  being  offered  to it in  the  interbank
        eurodollar  market  for  such  Interest  Period,  or that by  reason  of
        circumstances  affecting the interbank  eurodollar  market  adequate and
        reasonable means do not exist for ascertaining the applicable LIBOR, or

               (b) the  Required  Banks  advise  the  Agent  that  (i)  LIBOR as
        determined by the Agent will not  adequately and fairly reflect the cost
        to such Banks of funding their Eurodollar Loans for such Interest Period
        or  (ii)  that  the  making  or  funding  of  Eurodollar   Loans  become
        impracticable,

then the Agent shall  forthwith  give  notice  thereof to the  Borrower  and the
Banks,  whereupon  until the Agent notifies the Borrower that the  circumstances
giving rise to such suspension no longer exist,  the obligations of the Banks to
make Eurodollar Loans shall be suspended.

       Section 10.3.  Increased Cost and Reduced Return. (a) If, on or after the
date hereof,  the adoption of any  applicable  law, rule or  regulation,  or any
change therein, 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 any Bank (or its
Lending  Office) with any request or directive  (whether or not having the force
of law) of any such authority, central bank or comparable agency:

               (i) shall  subject any Bank (or its  Lending  Office) to any tax,
        duty or other  charge with  respect to its Fixed Rate Loans,  its Notes,
        its  Letter(s)  of Credit,  or its  participation  in any  thereof,  any
        Reimbursement  Obligations  owed to it or its  obligation  to make Fixed
        Rate Loans,  issue a Letter of Credit,  or to  participate  therein,  or
        shall  change  the basis of  taxation  of  payments  to any Bank (or its
        Lending Office) of the principal of or interest on its Fixed Rate Loans,
        Letter(s) of Credit, or participations  therein or any other amounts due
        under this  Agreement or any other Loan Document in respect of its Fixed
        Rate  Loans,   Letter(s)  of  Credit,  any  participation  therein,  any
        Reimbursement  Obligations  owed to it, or its  obligation to make Fixed
        Rate  Loans,  or issue a Letter of  Credit,  or  acquire  participations
        therein (except for changes in the rate of tax on the overall net income
        of such Bank or its Lending Office imposed by the  jurisdiction in which
        such Bank's principal executive office or Lending Office is located); or

              (ii) shall impose, modify or deem applicable any reserve,  special
        deposit or similar requirement (including,  without limitation, any such
        requirement  imposed by the Board of  Governors  of the Federal  Reserve
        System,  but  excluding  with  respect  to any Fixed Rate Loans any such
        requirement  included in an applicable  Eurodollar  Reserve  Percentage)
        against  assets  of,  deposits  with or for the  account  of,  or credit
        extended  by, any Bank (or its  Lending  Office) or shall  impose on any
        Bank (or its  Lending  Office)  or on the  interbank  market  any  other
        condition  affecting its Fixed Rate Loans,  its Notes,  its Letter(s) of
        Credit,  or  its   participation  in  any  thereof,   any  Reimbursement
        Obligation owed to it, or its obligation to make Fixed Rate Loans, or to
        issue a Letter of Credit, or to participate therein;

and the result of any of the  foregoing is to increase the cost to such Bank (or
its Lending  Office) of making or  maintaining  any Fixed Rate Loan,  issuing or
maintaining  a Letter of  Credit,  or  participating  therein,  or to reduce the
amount of any sum received or  receivable  by such Bank (or its Lending  Office)
under this Agreement or under any other Loan Document with respect  thereto,  by
an amount deemed by such Bank to be material, then, within 60 days after written
demand by such Bank (with a copy to the Agent),  the Borrower shall be obligated
to pay to such Bank such  additional  amount or amounts as will  compensate such
Bank for such increased cost or reduction;  provided, however, that the Borrower
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 Bank 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 Borrower's liability hereunder for costs or payments  subsequently  incurred
or paid by such Bank). If a Bank makes such a claim for  compensation,  it shall
provide to the Borrower  (with a copy to the Agent)  substantially  concurrently
with such demand 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.

        (b) If,  after  the  date  hereof,  any  Bank or the  Agent  shall  have
determined that the adoption of any applicable law, rule or regulation regarding
capital adequacy,  or any change therein, 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 any Bank (or its  Lending  Office)  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 had the effect of reducing the rate of
return on such Bank's capital as a consequence of its obligations hereunder to a
level  below that which such Bank  could have  achieved  but for such  adoption,
change or  compliance  (taking  into  consideration  such Bank's  policies  with
respect to capital  adequacy)  by an amount  deemed by such Bank to be material,
then from time to time, within 30 days after written demand by such Bank (with a
copy to the Agent),  the Borrower shall pay to such Bank such additional  amount
or amounts as will compensate such Bank for such reduction;  provided,  however,
that the Borrower  shall not be obligated to compensate  such Bank 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  Borrower's
liability hereunder to compensate for subsequent  reductions in such Bank's rate
of return).

        (c) A  certificate  of a Bank claiming  compensation  under this Section
10.3 and  setting  forth  the  additional  amount  or  amounts  to be paid to it
hereunder shall be prima facie correct.  In determining  such amount,  such Bank
may use any reasonable averaging and attribution methods.

       Section 10.4.  Lending  Offices.  Each Bank may, at its option,  elect to
make its Loans  hereunder at the branch,  office or  affiliate  specified on the
appropriate  signature  page hereof  (each a "Lending  Office") for each type of
Loan available hereunder or at such other of its branches, offices or affiliates
as it may from time to time  elect  and  designate  in a  written  notice to the
Borrower and the Agent.

       Section 10.5. Discretion of Bank as to Manner of Funding. Notwithstanding
any other provision of this  Agreement,  each Bank shall be entitled to fund and
maintain  its funding of all or any part of its Loans in any manner it sees fit,
it being  understood,  however,  that for the  purposes  of this  Agreement  all
determinations  hereunder  with respect to Eurodollar  Loans shall be made as if
each Bank had actually  funded and maintained  each  Eurodollar Loan through the
purchase  of  deposits  in the  interbank  eurodollar  market  having a maturity
corresponding  to such Loan's Interest Period and bearing an interest rate equal
to LIBOR for such Interest Period.

       Section 10.6. Bank's Duty to Mitigate. Each Bank agrees that, as promptly
as  practicable  after it  becomes  aware of the  occurrence  of an event or the
existence of a condition  that would cause it to be affected under Section 10.1,
10.2 or 10.3 hereof, such Bank will, after notice to the Borrower, to the extent
not  inconsistent  with such Bank's  internal  policies and  customary  business
practices,  use its best efforts to make,  fund or maintain  the affected  Fixed
Rate Loan through another lending office of such Bank if as a result thereof the
unlawfulness  which would  otherwise  require  payment of such Loan  pursuant to
Section  10.1  hereof  would  cease to exist or the  circumstances  which  would
otherwise  terminate such Bank's obligation to make such Loan under Section 10.2
hereof  would cease to exist or the  increased  costs which would  otherwise  be
required  to be paid in respect of such Loan  pursuant  to Section  10.3  hereof
would be  materially  reduced,  and if, as  determined by such Bank, in its sole
discretion,  the making,  funding or maintaining of such Loan through such other
lending office would not otherwise  adversely affect such Loan or such Bank. The
Borrower hereby agrees to pay all reasonable expenses incurred by each such Bank
in utilizing another lending office pursuant to this Section 10.6.

SECTION 11.         THE AGENT AND ISSUING BANK.

       Section 11.1.  Appointment and  Authorization of Agent.  Each Bank hereby
appoints Harris Trust and Savings Bank as the Agent under the Loan Documents and
hereby  authorizes  the Agent to take such  action as Agent on its behalf and to
exercise  such powers under the Loan  Documents as are delegated to the Agent by
the terms  thereof,  together  with such  powers  as are  reasonably  incidental
thereto.  The Banks  expressly agree that the Agent is not acting as a fiduciary
of the Banks in respect of the Loan  Documents,  the Borrower 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 Banks except as expressly  set forth
herein.

       Section  11.2.  Agent and its  Affiliates.  The Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any other
Bank and may exercise or refrain from exercising such rights and power as though
it were not the Agent,  and the Agent and its  affiliates  may  accept  deposits
from,  lend  money to, and  generally  engage in any kind of  business  with the
Borrower or any  Affiliate of the Borrower as if it were not the Agent under the
Loan Documents.  The term "Bank" as used herein and in all other Loan Documents,
unless  the  context  otherwise  clearly  requires,  includes  the  Agent in its
individual  capacity  as a Bank.  References  in Section 1 hereof to the Agent's
Loans,  or to the amount owing to the Agent for which an interest  rate is being
determined, refer to the Agent in its individual capacity as a Bank.

       Section 11.3.  Action by Agent. If the Agent receives from the Borrower a
written notice of an Event of Default pursuant to Section 8.5 hereof,  the Agent
shall promptly give each of the Banks written notice thereof. The obligations of
the Agent under the Loan  Documents are only those  expressly set forth therein.
Without  limiting  the  generality  of the  foregoing,  the  Agent  shall not be
required to take any action  hereunder  with  respect to any Default or Event of
Default,  except as expressly  provided in Sections  9.2, 9.3 and 9.5.  Upon the
occurrence  of an Event of Default,  the Agent shall take such action to enforce
its Lien on the  Collateral and to preserve and protect the Collateral as may be
directed by the Required  Banks.  Unless and until the Required  Banks give such
direction,  the Agent may (but shall not be  obligated  to) take or refrain from
taking such actions as it deems  appropriate and in the best interest of all the
Banks. In no event,  however,  shall the Agent be required to take any action in
violation of applicable  law or of any provision of any Loan  Document,  and the
Agent  shall in all cases be fully  justified  in  failing  or  refusing  to act
hereunder or under any other Loan Document  unless it first receives any further
assurances of its indemnification from the Banks that it may require,  including
prepayment of any related  expenses and any other protection it requires against
any and all costs,  expense, and liability which may be incurred by it by reason
of taking or continuing to take any such action.  The Agent shall be entitled to
assume that no Default or Event of Default exists unless  notified in writing to
the contrary by a Bank or the Borrower. In all cases in which the Loan Documents
do not  require  the Agent to take  specific  action,  the Agent  shall be fully
justified  in using its  discretion  in  failing to take or in taking any action
thereunder.  Any  instructions  of the Required  Banks, or of any other group of
Banks called for under the specific  provisions of the Loan Documents,  shall be
binding upon all the Banks and the holders of the Obligations.

       Section 11.4. Consultation with Experts. The Agent may consult with legal
counsel,  independent  public  accountants and other experts  selected by it and
shall not be liable  for any  action  taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

       Section 11.5. Liability of Agent; Credit Decision.  Neither the Agent nor
any of its directors,  officers,  agents,  or employees  shall be liable for any
action taken or not taken by it in connection with the Loan Documents:  (i) with
the  consent or at the request of the  Required  Banks or (ii) in the absence of
its own gross negligence or willful misconduct. Neither the Agent nor any of its
directors,  officers,  agents or employees  shall be responsible for or have any
duty to  ascertain,  inquire  into or verify:  (i) any  statement,  warranty  or
representation  made in connection with this Agreement,  any other Loan Document
or any Credit Event;  (ii) the performance or observance of any of the covenants
or agreements of the Borrower or any Subsidiary contained herein or in any other
Loan Document;  (iii) the  satisfaction of any condition  specified in Section 7
hereof,  except receipt of items required to be delivered to the Agent;  or (iv)
the validity,  effectiveness,  genuineness,  enforceability,  perfection, value,
worth or  collectibility  hereof or of any other Loan  Document  or of any other
documents or writing  furnished in  connection  with any Loan Document or of any
Collateral;  and the Agent makes no representation of any kind or character with
respect to any such matter mentioned in this sentence. The Agent may execute any
of its duties under any of the Loan Documents by or through  employees,  agents,
and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or
any  other  Person  for  the  default  or  misconduct  of  any  such  agents  or
attorneys-in-fact  selected with reasonable  care. The Agent shall not incur any
liability by acting in reliance  upon any notice,  consent,  certificate,  other
document or statement  (whether written or oral) believed by it to be genuine or
to be sent by the proper party or parties.  In particular  and without  limiting
any of the foregoing,  the Agent shall have no responsibility for confirming the
accuracy of any compliance  certificate or other document or instrument received
by it under the Loan Documents. The Agent may treat the payee of any Note as the
holder  thereof until written  notice of transfer shall have been filed with the
Agent  signed  by such  payee  in form  satisfactory  to the  Agent.  Each  Bank
acknowledges  that it has independently and without reliance on the Agent or any
other Bank, and based upon such information,  investigations and inquiries as it
deems appropriate, made its own credit analysis and decision to extend credit to
the  Borrower  in the  manner set forth in the Loan  Documents.  It shall be the
responsibility  of each Bank to keep itself informed as to the  creditworthiness
of the Borrower and its  Subsidiaries,  and the Agent shall have no liability to
any Bank with respect thereto.

       Section 11.6.  Indemnity.  The Banks shall  ratably,  in accordance  with
their respective  Percentages,  indemnify and hold the Agent, and its directors,
officers,  employees,  agents and representatives  harmless from and against any
liabilities, losses, costs or expenses suffered or incurred by it under any Loan
Document or in connection with the transactions contemplated thereby, regardless
of when asserted or arising,  except to the extent they are promptly  reimbursed
for the same by the Borrower 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. The obligations of the Banks under this Section shall
survive termination of this Agreement.

       Section 11.7.  Resignation  of Agent and Successor  Agent.  The Agent may
resign  at any time by  giving  written  notice  thereof  to the  Banks  and the
Borrower.  Upon any such resignation of the Agent, the Required Banks shall have
the right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the  Required  Banks,  and shall have  accepted  such  appointment,
within 30 days after the retiring  Agent's giving of notice of resignation  then
the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be any Bank hereunder or any commercial  bank organized  under the laws of
the  United  States of  America  or of any State  thereof  and having a combined
capital  and  surplus  of at  least  $500,000,000.  Upon the  acceptance  of its
appointment as the Agent hereunder, such successor Agent shall thereupon succeed
to and become vested with all the rights and duties of the retiring  Agent under
the Loan  Documents,  and the retiring Agent shall be discharged from its duties
and obligations thereunder.  After any retiring Agent's resignation hereunder as
Agent,  the provisions of this Section 11 and all  protective  provisions of the
other Loan  Documents  shall  inure to its  benefit as to any  actions  taken or
omitted to be taken by it while it was Agent.

       Section 11.8. Interest Rate Hedging  Arrangements.  By virtue of a Bank's
execution of this Agreement or an Assignment Agreement,  as the case may be, any
Affiliate  of such Bank with whom the  Borrower  has entered  into an  agreement
creating  Hedging  Liability  shall be deemed a Bank party hereto for purpose of
any reference in a Loan Document to the parties for whom the Agent is acting, it
being understood and agreed that the rights and benefits of such Affiliate under
the Loan Documents  consist  exclusively of such  Affiliate's  right to share in
payments and  collections out of the Collateral and the Guaranties as more fully
set forth in other provisions hereof.

       Section 11.9.  Issuing Bank.  The Issuing Bank shall act on behalf of the
Banks with  respect  to any  Letters  of Credit  issued by it and the  documents
associated  therewith.  The  Issuing  Bank  shall have all of the  benefits  and
immunities (i) provided to the Agent in this Section 11 with respect to any acts
taken or omissions  suffered by the Issuing Bank in  connection  with Letters of
Credit  issued  by it or  proposed  to be  issued  by it  and  the  Applications
pertaining to such Letters of Credit as fully as if the term "Agent", as used in
this  Section 11,  included  Issuing Bank with respect to such acts or omissions
and (ii) as additionally provided in this Agreement with respect to such Issuing
Bank.

      Section 11.10. Agent's Relationship with Borrower.  The provisions of this
Section 11 shall be binding  upon and sets  forth  agreements  by and among each
Bank and the Agent. The provisions of this Section 11 (except as contemplated by
Section 11.7 hereof) shall in no way amend, alter, modify, restrict or otherwise
affect  the  agreements  of the  Borrower  with the  Agent  and  with the  Banks
otherwise set forth in this Agreement.

SECTION 12.         MISCELLANEOUS.

       Section 12.1. Withholding Taxes. (a) Payments Free of Withholding. Except
as otherwise required by law and subject to Section 12.1(b) hereof, each payment
by the Borrower under this  Agreement or the other Loan Documents  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 Borrower is  domiciled,  any  jurisdiction  from which the Borrower
makes  any  payment,  or (in each  case)  any  political  subdivision  or taxing
authority  thereof or  therein.  If any such  withholding  is so  required,  the
Borrower 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 Bank and the Agent free and clear
of such taxes  (including such taxes on such additional  amount) is equal to the
amount which that Bank or the Agent (as the case may be) would have received had
such  withholding  not been  made.  If the Agent or any Bank pays any  amount in
respect of any such taxes,  penalties or interest,  the Borrower shall reimburse
the Agent or such Bank for that  payment on demand in the currency in which such
payment was made. If the Borrower pays any such taxes, penalties or interest, it
shall deliver official tax receipts  evidencing that payment or certified copies
thereof to the Bank 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  Bank that is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the  Borrower  and the Agent on or before the  earlier of the date the
initial  Credit Event is made  hereunder and 30 days after the date hereof,  two
duly  completed and signed copies of either Form 1001 (relating to such Bank and
entitling  it to a complete  exemption  from  withholding  under the Code on all
amounts  to be  received  by such Bank,  including  fees,  pursuant  to the Loan
Documents and the Loans) or Form 4224 (relating to all amounts to be received by
such Bank,  including fees, pursuant to the Loan Documents and the Loans) of the
United States Internal Revenue  Service.  Thereafter and from time to time, each
Bank shall submit to the Borrower 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  Borrower  in a  written  notice,
directly or through the Agent, to such Bank 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 Bank,
including fees, pursuant to the Loan Documents or the Loans.

        (c)  Inability of Bank to Submit  Forms.  If any Bank  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
Borrower or the Agent any form or  certificate  that such Bank is  obligated  to
submit  pursuant to  subsection  (b) of this  Section  12.1 or that such Bank 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 Bank shall promptly notify the Borrower and Agent of such fact and the Bank
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 12.2. No Waiver,  Cumulative Remedies. No delay or failure on the
part of the Agent or any Bank or on the part of the  holder or holders of any of
the  Obligations  in the exercise of any power or right under any Loan  Document
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 Agent,  the Banks and of the holder or holders of
any of the  Obligations  are  cumulative to, and not exclusive of, any rights or
remedies which any of them would otherwise have.

       Section 12.3. Non-Business Days. Subject to Section 1.9(d) hereof, 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 12.4. Documentary Taxes. The Borrower 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.

       Section  12.5.  Survival  of  Representations.  All  representations  and
warranties  made herein or in any other Loan Document 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  12.6.  Survival  of  Indemnities.   All  indemnities  and  other
provisions  relative  to  reimbursement  to the Banks of amounts  sufficient  to
protect the yield of the Banks with  respect to the Loans and Letters of Credit,
including,  but not limited to,  Sections  1.13,  10.3 and 12.15  hereof,  shall
survive in accordance with their terms the termination of this Agreement and the
other Loan Documents and the payment of the Obligations.

       Section 12.7. Sharing of Set-Off. Each Bank agrees with each other Bank a
party hereto that if such Bank shall receive and retain any payment,  whether by
set-off or application of deposit balances or otherwise,  on any of the Loans or
Reimbursement Obligations in excess of its ratable share of payments on all such
Obligations  then  outstanding  to the Banks,  then such Bank shall purchase for
cash at face value, but without  recourse,  ratably from each of the other Banks
such  amount  of the  Loans  or  Reimbursement  Obligations,  or  participations
therein,  held by each  such  other  Banks  (or  interest  therein)  as shall be
necessary to cause such Bank to share such excess  payment  ratably with all the
other Banks;  provided,  however, that if any such purchase is made by any Bank,
and if such excess  payment or part thereof is  thereafter  recovered  from such
purchasing  Bank, the related  purchases from the other Banks shall be rescinded
ratably and the purchase price restored as to the portion of such excess payment
so recovered,  but without interest. For purposes of this Section,  amounts owed
to or recovered by the Issuing Bank in connection with Reimbursement Obligations
in which Banks have been required to fund their  participation  shall be treated
as amounts owed to or recovered by the Issuing Bank as a Bank hereunder.

       Section 12.8. Notices.  Except as otherwise specified herein, all notices
hereunder  and under the other Loan  Documents  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,  or such other address or
telecopier number as such party may hereafter specify by notice to the Agent and
the Borrower given by courier, 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 under the Loan  Documents to the
Banks  and the  Agent  shall be  addressed  to  their  respective  addresses  or
telecopier  numbers set forth on the signature pages hereof, and to the Borrower
to:

                      APAC TeleServices, Inc.
                      One Parkway North
                      Deerfield, Illinois  60015
                      Attention:       John Abernethy
                      Telephone:       (847) 236-5452
                      Telecopy:        (847) 374-3210

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

                      Barry J. Shkolnik
                      Neal Gerber & Eisenberg
                      Two North LaSalle, Suite 2100
                      Chicago, Illinois  60602
                      Telephone:  (312) 269-8046
                      Telecopy:  (312) 269-1747

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 or on the signature pages hereof and a confirmation of
such  telecopy  has been  received by the sender,  (ii) if given by mail, 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 or on the
signature  pages hereof;  provided  that any notice given  pursuant to Section 1
hereof shall be effective only upon receipt.

       Section 12.9. Counterparts.  This Agreement may be executed in any number
of  counterparts,  and by the 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  12.10.  Successors and Assigns.  This Agreement  shall be binding
upon the Borrower and its successors and assigns, and shall inure to the benefit
of the  Agent  and  each  of the  Banks  and the  benefit  of  their  respective
successors  and  assigns,   including  any  subsequent  holder  of  any  of  the
Obligations.  The Borrower may not assign any of its rights or obligations under
any Loan Document without the written consent of all of the Banks.

     Section 12.11. Participants. Each Bank shall have the right at its own cost
to  grant  participations  (to  be  evidenced  by  one  or  more  agreements  or
certificates of participation)  in the Loans made and Reimbursement  Obligations
and/or Commitments and/or participations in Swing Loans held by such Bank at any
time and from time to time to one or more other  Persons;  provided that no such
participation  shall  relieve  any  Bank of any of its  obligations  under  this
Agreement, and, provided, further that no such participant shall have any rights
under this  Agreement  except as provided in this  Section,  and the Agent shall
have no obligation or responsibility to such participant. Any agreement pursuant
to which such  participation  is granted  shall  provide that the granting  Bank
shall retain the sole right and responsibility to enforce the obligations of the
Borrower under this Agreement and the other Loan  Documents  including,  without
limitation,  the right to approve any amendment,  modification  or waiver of any
provision of the Loan  Documents,  except that such  agreement  may provide that
such Bank will not agree to any  modification,  amendment  or waiver of the Loan
Documents that would reduce the amount of or postpone any fixed date for payment
of any Obligation in which such participant has an interest.  Any party to which
such a  participation  has been granted  shall have the benefits of Section 1.13
and Section 10.3 hereof.  The Borrower  authorizes  each Bank to disclose to any
participant or prospective participant under this Section any financial or other
information pertaining to the Borrower.

      Section 12.12.  Assignment of  Commitments by Banks.  Each Bank shall have
the right at any time, with the prior consent of the Agent (which consent of the
Agent shall not be  unreasonably  withheld)  and, so long as no Event of Default
then  exists,  the  Borrower  (which  consent  of  the  Borrower  shall  not  be
unreasonably  withheld  and  shall  not in any event  ever be  required  for any
assignment  by Bank of Montreal) to sell,  assign,  transfer or negotiate all or
any  part of its  Commitments  (including  the  same  percentage  of its  Notes,
outstanding  Loans  and  Reimbursement  Obligations  owed  to it) to one or more
commercial  banks  or  other  financial  institutions  or  investors;  provided,
however,  that (other than in the case of an  assignment by Bank of Montreal) in
order to make any such assignment (i) unless the assigning Bank is assigning all
of its  Commitments,  the  assigning  Bank shall retain at least  $5,000,000  in
outstanding Loans,  interests in Letters of Credit and unused Commitments,  (ii)
the assignee bank shall have outstanding  Loans,  interests in Letters of Credit
and  unused  Commitments  of at least  $5,000,000,  (iii)  the  assignment  of a
Revolving Note shall cover the same percentage of such Bank's  Revolving  Credit
Commitment,  Revolving  Loans and  interests  in  Letters  of  Credit,  (iv) the
assignment  of a Term Note shall cover the same  percentage  of such Bank's Term
Loan  Commitment and Term Loans,  (v) the Swing Loans and Swing Line  Commitment
shall only be assigned (if at all) in total,  (vi) each such assignment shall be
evidenced by a written  agreement  (substantially in the form attached hereto as
Exhibit G or in such  other  form  acceptable  to the  Agent)  executed  by such
assigning  Bank,  such  assignee  bank or banks,  the Agent and,  if required as
provided above, the Borrower, which agreement shall specify in each instance the
portion of the Obligations which are to be assigned to the assignee bank and the
portion of the  Commitments  of the assigning Bank to be assumed by the assignee
bank or banks,  and (vii) the assigning Bank shall pay to the Agent a processing
fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the
Agent in connection with any such assignment agreement.  Any such assignee shall
become a Bank for all  purposes  hereunder to the extent of the  Commitments  it
assumes and the assigning Bank shall be released from its obligations,  and will
have  released  its  rights,  under  the Loan  Documents  to the  extent of such
assignment.  The Borrower  authorizes  each Bank to disclose to any purchaser or
prospective purchaser of an interest in the Loans and Reimbursement  Obligations
owed  to it or its  Commitments  under  this  Section  any  financial  or  other
information pertaining to the Borrower.  Notwithstanding  anything herein to the
contrary,  (i) any assigning Bank may, without obtaining the Borrower's consent,
assign all or a portion of its Commitments (and related outstanding  Obligations
hereunder)  to its parent  entity  and/or any affiliate of such Bank which is at
least 80% owned by such Bank or its  parent  entity or to any one or more  Banks
and (ii)  nothing in this  Agreement  shall  prevent or  prohibit  any Bank from
pledging its Loans and Notes to a Federal  Reserve Bank in support of borrowings
made by such Bank from such Federal Reserve Bank.

      Section  12.13.  Amendments.  Any provision of this Agreement or the other
Loan  Documents  may be amended or waived if,  but only if,  such  amendment  or
waiver is in writing and is signed by (a) the Borrower,  (b) the Required Banks,
and (c) if the rights or duties of the Agent are  affected  thereby,  the Agent;
provided that:

               (i) no amendment or waiver  pursuant to this Section  12.13 shall
        (A) increase any Commitment of any Bank without the consent of such Bank
        or (B) reduce the amount of or postpone  the due date for any  scheduled
        payment  of  any  principal  of or  interest  on  any  Loan  or  of  any
        Reimbursement  Obligation  or of any fee payable  hereunder  without the
        consent  of the  Bank to which  such  payment  is  owing  or  which  has
        committed to make such Loan or Letter of Credit (or participate therein)
        hereunder  or (c) reduce the amount of or postpone  the due date for any
        prepayment required by Section 1.11(b)(iii) or 1.11(b)(iv) hereof; and

              (ii) no amendment or waiver  pursuant to this Section 12.13 shall,
        unless signed by each Bank,  change the definitions of Revolving  Credit
        Termination  Date,  or Required  Banks,  change the  provisions  of this
        Section  12.13,   Section  9,  release  any  guarantor  or  all  or  any
        substantial part of the Collateral  (except as otherwise provided for in
        the Loan Documents),  or affect the number of Banks required to take any
        action hereunder or under any other Loan Document.

     Section 12.14.  Headings.  Section  headings used in this Agreement are for
reference only and shall not affect the construction of this Agreement.

      Section  12.15.  Costs  and  Expenses.  The  Borrower  agrees  to pay  all
reasonable  costs and expenses of the Agent in connection with the  preparation,
negotiation,  and  administration  of the  Loan  Documents,  including,  without
limitation,  the reasonable fees and  disbursements  of counsel to the Agent, in
connection with the  preparation  and execution of the Loan  Documents,  and any
amendment,  waiver or consent related  thereto,  whether or not the transactions
contemplated herein are consummated, together with any fees and charges suffered
or incurred by the Agent in connection with periodic environmental audits, fixed
asset  appraisals,  title insurance  policies,  collateral  filing fees and lien
searches;  provided,  however,  that the Borrower's liability as a result of the
foregoing  provisions of this Section for the costs and expenses of the Agent in
connection with the preparation and negotiation of the Loan Documents  delivered
as a condition to, and its due diligence review of the  transactions  funded by,
the initial  extension of credit  hereunder  shall be limited to  $100,000.  The
Borrower further agrees to indemnify the Agent,  each Bank, and their respective
directors,   officers  and  employees,  against  all  losses,  claims,  damages,
penalties,  judgments,  liabilities and expenses (including, without limitation,
all reasonable  expenses of litigation or preparation  therefor,  whether or not
the indemnified Person is a party thereto, or any settlement arrangement arising
from or  relating  to any such  litigation)  which  any of them may pay or incur
arising  out of or  relating  to any Loan  Document  or any of the  transactions
contemplated   thereby  or  the  direct  or  indirect  application  or  proposed
application  of the  proceeds of any Loan or Letter of Credit,  other than those
which arise (i) from the gross negligence or willful  misconduct of, or material
breach of the Loan  Documents  by, the party  claiming  indemnification  or (ii)
solely in connection  with  litigation  solely between the Banks.  The Borrower,
upon  demand by the Agent or a Bank at any time,  shall  reimburse  the Agent or
such Bank for any reasonable legal or other expenses incurred in connection with
investigating  or  defending  against  any  of  the  foregoing   (including  any
settlement  costs relating to the foregoing)  except if the same is directly due
to the gross  negligence or willful  misconduct of the party to be  indemnified.
The obligations of the Borrower under this Section shall survive the termination
of this Agreement.

      Section 12.16. Set-off. In addition to any rights now or hereafter granted
under  applicable law and not by way of limitation of any such rights,  upon the
occurrence of any Event of Default,  each Bank and each subsequent holder of any
Obligation  is hereby  authorized  by the  Borrower  at any time or from time to
time,  without  notice to the Borrower or to any other  Person,  any such notice
being hereby  expressly  waived,  to set-off and to appropriate and to apply any
and  all  deposits  (general  or  special,   including,   but  not  limited  to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured,
but not including trust accounts,  and in whatever currency denominated) and any
other  indebtedness  at any time held or owing by that  Bank or that  subsequent
holder to or for the  credit or the  account  of the  Borrower,  whether  or not
matured,  against and on account of the Obligations of the Borrower to that Bank
or that subsequent holder under the Loan Documents,  including,  but not limited
to, all claims of any nature or description arising out of or connected with the
Loan Documents,  irrespective of whether or not (a) that Bank or that subsequent
holder  shall  have made any demand  hereunder  or (b) the  principal  of or the
interest on the Loans or Notes and other amounts due hereunder shall have become
due and  payable  pursuant  to  Section  9 and  although  said  obligations  and
liabilities, or any of them, may be contingent or unmatured.

      Section 12.17. Entire Agreement.  The Loan Documents constitute the entire
understanding  of the parties thereto with respect to the subject matter thereof
and any prior  agreements,  whether  written or oral,  with respect  thereto are
superseded hereby.

      Section 12.18.    Governing  Law. This Agreement and the other Loan  
Documents,  and the rights and duties of the parties  hereto,  shall be 
construed and  determined  in  accordance with the internal laws of the State of
Illinois.

      Section  12.19.  Severability  of  Provisions.  Any  provision of any Loan
Document  which  is  unenforceable  in  any  jurisdiction   shall,  as  to  such
jurisdiction,  be  ineffective  to the extent of such  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction.

      Section  12.20.  Excess  Interest.  Notwithstanding  any  provision to the
contrary contained herein or in any other Loan Document, no such provision shall
require  the  payment  or permit the  collection  of any amount in excess of the
maximum amount of interest permitted by applicable law to be charged for the use
or detention, or the forbearance in the collection, of all or any portion of the
Loans or other  obligations  outstanding  under this Agreement or any other Loan
Document  ("Excess  Interest").  If any Excess  Interest is provided  for, or is
adjudicated to be provided for,  herein or in any other Loan  Document,  then in
such event (a) the  provisions  of this Section  12.20 shall govern and control;
(b) neither the Borrower nor any guarantor or endorser shall be obligated to pay
any Excess Interest; (c) any Excess Interest that the Agent or any Bank may have
received hereunder shall, at the option of the Agent, be (i) applied as a credit
against the then outstanding  principal  amount of Loans hereunder,  accrued and
unpaid  interest  thereon  (not  to  exceed  the  maximum  amount  permitted  by
applicable  law)  and  any  other  obligations,  or all of the  foregoing;  (ii)
refunded to the Borrower,  or (iii) any  combination of the  foregoing;  (d) the
interest  rate  payable  hereunder  or under any other  Loan  Document  shall be
automatically  subject to reduction to the maximum lawful  contract rate allowed
under  applicable  usury laws,  and this  Agreement and the other Loan Documents
shall be deemed to have been,  and shall be,  reformed  and  modified to reflect
such  reduction in the relevant  interest rate; and (e) neither the Borrower nor
any  guarantor or endorser  shall have any action  against the Agent or any Bank
for any  damages  whatsoever  arising out of the  payment or  collection  of any
Excess Interest.

      Section 12.21. Confidentiality.  Any information disclosed by the Borrower
or any of its  Subsidiaries  to the  Agent  or any  Bank  which  was  designated
proprietary  or  confidential  at the time of its  receipt  by the Agent or such
Bank, and which it is not otherwise in the public domain, shall not be disclosed
by the Agent or such  Bank to any other  Person  except  (i) to its  independent
accountants and legal counsel (it being understood that the Persons to whom such
disclosure  is  made  will  be  informed  of the  confidential  nature  of  such
information and instructed to keep such information confidential), (ii) pursuant
to statutory and regulatory requirements,  (iii) pursuant to any mandatory court
order, subpoena or other legal process, (iv) to the Agent or any other Bank, (v)
pursuant to any agreement heretofore or hereafter made between such Bank and the
Borrower which permits such disclosure,  (vi) in connection with the exercise of
any remedy under the Loan Documents, or (vii) subject to an agreement containing
provisions  substantially the same as those of this Section,  to any participant
in or assignee of, or prospective  participant in or assignee of, any Obligation
or Commitments.

      Section  12.22.  Single  Bank.  If and so long as Harris Trust and Savings
Bank is the only Bank  hereunder,  Harris  Trust and Savings Bank shall have all
rights, powers and privileges afforded to the Agent, the Banks, and the Required
Banks hereunder and under the other Loan Documents.

      Section 12.23.    Syndication  Agent.   Nothing  in  this  Agreement  
shall  impose  any obligation on Bank of Montreal in its capacity as Syndication
Agent.

      Section  12.24.  Submission  to  Jurisdiction;  Waiver of Jury Trial.  The
Borrower  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 Cook County, Illinois 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 Borrower 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  BORROWER,  THE  AGENT  AND  EACH  BANK  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.

                           [SIGNATURE PAGES TO FOLLOW]


<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 8th day of September, 1998.

                                                     APAC TELESERVICES, INC.

                                       By

                                                  Name__________________________
                                                  Title_________________________


<PAGE>





        Accepted and agreed to as of the day and year last above written.

                                     HARRIS TRUST AND SAVINGS BANK, in its
                                     individual capacity as a Bank and as
                                     Agent

Address and Amount of Commitments:   By_________________________________________
                                                 Name:  Dan Sabol
Address:                                         Title:  Vice President
  Harris Trust and Savings Bank
  111 West Monroe Street

  Chicago, Illinois 60603
  Attention:  Daniel K. Sabol

Telecopy:        (312) 293-5068
Telephone:       (312) 461-3766

with notices of Borrowing requests to:

Attention:  Shirley Joyner
Telecopy:        (312) 765-8078
Telephone:       (312) 461-6768

Revolving Credit Commitment:
$10,000,000

Term Loan Commitment:
$20,000,000

Lending Offices:
  111 West Monroe Street
  Chicago, Illinois  60603


<PAGE>




                                            BANK OF MONTREAL, in its individual
                                               capacity as a Bank and as
                                                Syndication Agent

Address and Amount of Commitments:          By__________________________________
                                                Name:  Michael W. Hedrick
Address:                                        Title:   Director
  Bank of Montreal
  115 South LaSalle Street

  Chicago, Illinois 60603
  Attention:  Michael W. Hedrick

Telecopy:        (312) 750-3834
Telephone:       (312) 750-3766

with notices of Borrowing requests to:

Attention:  Terri Perez-Ford
Telecopy:        (312) 750-3456
Telephone:       (312) 750-3827

Revolving Credit Commitment:
$16,666,666.67

Term Loan Commitment:
$33,333,333.33

Lending Offices:
  115 South LaSalle Street
  Chicago, Illinois  60603


<PAGE>




                                            BANK OF AMERICA NATIONAL TRUST AND
                                                SAVINGS ASSOCIATION

Address and Amount of Commitments:          By__________________________________
                                               Name:  __________________________
Address:                                        Title:   _______________________
  Bank of America National Trust
    and Savings Association
  231 South LaSalle Street
  Chicago, Illinois  60697
  Attention:  Victor P. Stasica

Telecopy:        (312) 828-1974
Telephone:       (312) 828-8815

with notices of Borrowing requests to:

Attention:  Denise Jones
Telecopy:        (312) 974-1623
Telephone:       (312) 828-7163

Revolving Credit Commitment:
$10,000,000

Term Loan Commitment:
$20,000,000

Lending Offices:
  231 South LaSalle Street
  Chicago, Illinois  60697


<PAGE>




                                       LASALLE NATIONAL BANK

Address and Amount of Commitments:     By_______________________________________
                                           Name:  ______________________________
Address:                                   Title:   ____________________________
  LaSalle National Bank
  135 South LaSalle Street
  Chicago, Illinois  60603
  Attention:  Donna N. Smith

Telecopy:        (312) 904-0522
Telephone:       (312) 904-1426

with notices of Borrowing requests to:

Attention:  Ann M. Locke
Telecopy:        (312) 904-0522
Telephone:       (312) 904-0184

Revolving Credit Commitment:
$10,000,000

Term Loan Commitment:
$20,000,000

Lending Offices:
  135 South LaSalle Street
  Chicago, Illinois  60603


<PAGE>




                                         THE NORTHERN TRUST COMPANY

Address and Amount of Commitments:       By_____________________________________
                                             Name:  ____________________________
Address:                                     Title:   __________________________
  The Northern Trust Company
  50 South LaSalle Street
  Chicago, Illinois  60675
  Attention:  Jeffrey B. Clark

Telecopy:        (312) 444-7028
Telephone:       (312) 444-7172

with notices of Borrowing requests to:

Attention:  Edie Reed
Telecopy:        (312) 630-1566
Telephone:       (312) 444-3352

Revolving Credit Commitment:
$5,000,000

Term Loan Commitment:
$10,000,000

Lending Offices:
  50 South LaSalle Street
  Chicago, Illinois  60675


<PAGE>




                                            FIRSTAR BANK MILWAUKEE, N.A.

Address and Amount of Commitments:          By__________________________________
                                                Name:  _________________________
Address:                                        Title:   _______________________
  Firstar Bank Milwaukee, N.A.
  777 E. Wisconsin Avenue
  Milwaukee, Wisconsin  53202
  Attention:  John Falb

Telecopy:        (414) 765-5062
Telephone:       (414) 765-6041

with notices of Borrowing requests to:

Attention:  Brenda Luethy
Telecopy:        (920) 426-7655
Telephone:       (920) 426-7604

Revolving Credit Commitment:
$6,666,666.67

Term Loan Commitment:
$13,333,333.33

Lending Offices:
  777 E. Wisconsin Avenue
  Milwaukee, Wisconsin  53202


<PAGE>




                                          MERCANTILE BANK NATIONAL ASSOCIATION

Address and Amount of Commitments:        By____________________________________
                                              Name:  ___________________________
Address:                                      Title:   _________________________
  Mercantile Bank National Association
  One Mercantile Center, 12th Floor
  St. Louis, Missouri  63101
  Attention:  David F. Higbee

Telecopy:        (314) 418-2203
Telephone:       (314) 418-1967

with notices of Borrowing requests to:

Attention:  Maggie Thies
Telecopy:        (314) 418-2203
Telephone:       (314) 418-2454

Revolving Credit Commitment:
$6,666,666.67

Term Loan Commitment:
$13,333,333.33

Lending Offices:
  One Mercantile Center, 12th Floor
  St. Louis, Missouri  63101


<PAGE>




                                           THE FUJI BANK, LIMITED

Address and Amount of Commitments:         By___________________________________
                                               Name:  __________________________
Address:                                       Title:   ________________________
  The Fuji Bank, Limited

  225 West Wacker Drive, Suite 2000
  Chicago, Illinois  60606
  Attention:  James S. Bell

Telecopy:        (312) 621-0539
Telephone:       (312) 621-0526

with notices of Borrowing requests to:

Attention:  Vir Guiang
Telecopy:        (312) 621-0395
Telephone:       (312) 621-3385

Revolving Credit Commitment:
$5,000,000

Term Loan Commitment:
$10,000,000

Lending Offices:
  225 West Wacker Drive, Suite 2000
  Chicago, Illinois  60606


<PAGE>




                                      THE BANK OF NOVA SCOTIA

Address and Amount of Commitments:    By________________________________________
                                          Name:  _______________________________
Address:                                  Title:   _____________________________
  The Bank of Nova Scotia
  181 West Madison Street, Suite 3700
  Chicago, Illinois  60602
  Attention:  James Belletire

Telecopy:        (312) 201-4108
Telephone:       (312) 201-4185

with notices of Borrowing requests to:

Attention:  Demetria January
Telecopy:        (404) 888-8998
Telephone:       (404) 877-1540

Revolving Credit Commitment:
$5,000,000

Term Loan Commitment:
$10,000,000

Lending Offices:

  181 West Madison Street, Suite 3700
  Chicago, Illinois  60602


<PAGE>







                                     GUARANTORS' CONSENT

        Substantially  concurrent  with  the  closing  of  the  Previous  Credit
Agreement,   the  undersigned  heretofore  executed  and  delivered  a  Guaranty
Agreement dated May 20, 1998 (the  "Guaranty") and hereby consent to the Amended
and  Restated  Credit  Agreement  as set forth  above and  confirms  that  their
Guaranty  and all of the  undersigned's  obligations  thereunder  remain in full
force and effect for the benefit and  security  of the  Obligations  to the same
extent and with the same force and effect,  as if all references in the Guaranty
to the Previous Credit Agreement were instead references to this Agreement.  The
undersigned  further  agree that the consent of the  undersigned  to any further
amendments to this  Agreement  shall not be required as a result of this consent
having been obtained.

                        PARAGREN TECHNOLOGIES, INC.

            

                            Name______________________________________________
                            Title_____________________________________________

                        APAC TELESERVICES OF TEXAS, L.P.

                        By:    APAC TELESERVICES GENERAL
                               PARTNER, INC., its General Partner

                               By_____________________________________________
                                  Name________________________________________
                                  Title_______________________________________

                        APAC TELESERVICES GENERAL PARTNER, INC.

            

                            Name______________________________________________
                            Title_____________________________________________

                        ITI HOLDINGS, INC.

            

                            Name______________________________________________
                            Title_____________________________________________


<PAGE>




                        ITI MARKETING SERVICES, INC.

            

                            Name______________________________________________
                            Title_____________________________________________

                        APAC TELESERVICES, L.L.C.

                        By:  APAC TELESERVICES, INC.

            

                            Name______________________________________________
                            Title_____________________________________________


<PAGE>







                                      PLEDGORS' CONSENT

        Substantially  concurrent  with  the  closing  of  the  Previous  Credit
Agreement,  the undersigned heretofore executed and delivered a Pledge Agreement
dated May 20, 1998 (the "Pledge") and hereby consent to the Amended and Restated
Credit  Agreement as set forth above and confirms that the Pledge and all of the
undersigned's  obligations  thereunder  remain in full  force and effect for the
benefit  and  security of the  Obligations  to the same extent and with the same
force and effect,  as if all  references  in the Pledge to the  Previous  Credit
Agreement were instead  references to this Agreement.  The  undersigned  further
agree that the  consent of the  undersigned  to any further  amendments  to this
Agreement  shall  not be  required  as a  result  of this  consent  having  been
obtained.

                   APAC TELESERVICES, INC.

     By

                       Name______________________________________________
                       Title_____________________________________________

                   ITI HOLDINGS, INC.

     By

                       Name______________________________________________
                       Title_____________________________________________

                   APAC TELESERVICES GENERAL PARTNER, INC.

     By

                       Name______________________________________________
                       Title_____________________________________________

                   APAC TELESERVICES, L.L.C.

     By

                       Name______________________________________________
                       Title_____________________________________________


<PAGE>


                                          EXHIBIT A

                                  NOTICE OF PAYMENT REQUEST

                                            [Date]

[Name of Bank]
[Address]

Attention:

        Reference is made to the Amended and Restated Credit Agreement, dated as
of September 8, 1998,  among APAC  TeleServices,  Inc., the Banks party thereto,
and  Harris  Trust  and  Savings  Bank,  as  Agent  (the  "Credit   Agreement").
Capitalized  terms used herein and not defined herein have the meanings assigned
to  them  in  the  Credit  Agreement.  [The  Borrower  has  failed  to  pay  its
Reimbursement Obligation in the amount of $_________.  Your Bank's Percentage of
the unpaid Reimbursement  Obligation is $_________] or [The undersigned has been
required to return a payment by the Borrower of a  Reimbursement  Obligation  in
the amount of $________.  Your Bank's  Percentage of the returned  Reimbursement
Obligation is

$---------.]

                                         Very truly yours,

                                         HARRIS TRUST AND SAVINGS BANK, as
                                             Issuing Bank

                                       By

                                       Its______________________________________


<PAGE>


                                          EXHIBIT B
                                     NOTICE OF BORROWING

Date:  ______________, ____

To:     Harris  Trust and Savings  Bank,  as Agent for the Banks  parties to the
        Amended and Restated Credit  Agreement dated as of September 8, 1998 (as
        extended,  renewed,  amended or restated from time to time,  the "Credit
        Agreement")  among APAC  TelesServices,  Inc.,  certain  Banks which are
        signatories thereto and Harris Trust and Savings Bank, as Agent

Ladies and Gentlemen:

        The undersigned, APAC TeleServices, Inc. (the "Borrower"), refers to the
Credit  Agreement,  the terms  defined  therein  being  used  herein as  therein
defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the
Credit Agreement, of the Borrowing specified below:

                1. The Business Day of the  proposed  Borrowing is  ___________,
____.

                2.  The   aggregate   amount  of  the   proposed   Borrowing  is
$______________.

                3. The Borrowing is being advanced under the [REVOLVING]  [TERM]
Credit.

                4. The  Borrowing is to be comprised  of  $___________  of [BASE
        RATE] [EURODOLLAR] Loans.

               [5.    THE DURATION OF THE INTEREST  PERIOD FOR THE  EURODOLLAR 
LOANS INCLUDED IN THE BORROWING SHALL BE ____________ MONTHS.]

        The undersigned hereby certifies that the following  statements are true
on the date  hereof,  and will be true on the  date of the  proposed  Borrowing,
before and after giving effect  thereto and to the  application  of the proceeds
therefrom:

               (a) the  representations and warranties of the Borrower contained
        in Section 6 of the Credit Agreement are true and correct as though made
        on and as of such date  (except to the extent such  representations  and
        warranties  relate to an earlier  date,  in which case they are true and
        correct as of such date); and

               (b) no Default or Event of Default has occurred and is continuing
        or would result from such proposed Borrowing.

                              APAC TELESERVICES, INC.

                By

                                  Name__________________________________________
                                  Title_________________________________________


<PAGE>


                                          EXHIBIT C
                              NOTICE OF CONVERSION/CONTINUATION

                                                       Date:  ____________, ____

To:     Harris  Trust and Savings  Bank,  as Agent for the Banks  parties to the
        Amended and Restated Credit  Agreement dated as of September 8, 1998 (as
        extended,  renewed,  amended or restated from time to time,  the "Credit
        Agreement")  among APAC  TeleServices,  Inc.,  certain  Banks  which are
        signatories thereto and Harris Trust and Savings Bank, as Agent

Ladies and Gentlemen:

        The undersigned, APAC TeleServices, Inc. (the "Borrower"), refers to the
Credit  Agreement,  the terms  defined  therein  being  used  herein as  therein
defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the
Credit  Agreement,  of the  [CONVERSION]  [CONTINUATION]  of the Loans specified
herein, that:

                1. The conversion/continuation Date is __________, ____.

                2. The aggregate  amount of the  [REVOLVING]  [TERM] Loans to be
        [CONVERTED] [CONTINUED] is $______________.

                3.  The  Loans  are  to  be  [CONVERTED   INTO]  [CONTINUED  AS]
        [EURODOLLAR] [BASE RATE] Loans.

                4. [IF  APPLICABLE:] The duration of the Interest Period for the
        [REVOLVING]  [TERM] Loans  included in the  [CONVERSION]  [CONTINUATION]
        shall be _________ months.

        The undersigned hereby certifies that the following  statements are true
on the date  hereof,  and will be true on the  proposed  conversion/continuation
date,  before and after  giving  effect  thereto and to the  application  of the
proceeds therefrom:

               (a) the  representations and warranties of the Borrower contained
        in Section 6 of the Credit Agreement are true and correct as though made
        on and as of such date  (except to the extent such  representations  and
        warranties  relate to an earlier  date,  in which case they are true and
        correct as of such date);  provided,  however, that this condition shall
        not apply to the conversion of an outstanding  Eurodollar Loan to a Base
        Rate Loan; and

               (b)  no  Default  or  Event  of  Default  has   occurred  and  is
        continuing,   or  would   result   from   such   proposed   [CONVERSION]
        [CONTINUATION].

                                   APAC TELESERVICES, INC.

                     By:

                                       Name_____________________________________
                                       Title____________________________________


<PAGE>


                                         

                                          EXHIBIT D

                                        REVOLVING NOTE

U.S. $_______________                               __________, 19__

        FOR  VALUE  RECEIVED,  the  undersigned,  APAC  TELESERVICES,  INC.,  an
Illinois  corporation (the  "Borrower"),  hereby promises to pay to the order of
______________________  (the "Bank") on the Revolving Credit Termination Date of
the  hereinafter  defined Credit  Agreement,  at the principal  office of Harris
Trust and Savings Bank, as Agent, in Chicago, Illinois, in immediately available
funds, the principal sum of  ___________________  Dollars  ($__________)  or, if
less, the aggregate  unpaid  principal amount of all Revolving Loans made by the
Bank to the Borrower pursuant to the Credit Agreement, together with interest on
the  principal  amount of each  Revolving  Loan  from  time to time  outstanding
hereunder at the rates, and payable in the manner and on the dates, specified in
the Credit Agreement.

        The Bank shall record on its books or records or on a schedule  attached
to this Note, which is a part hereof, each Revolving Loan made by it pursuant to
the Credit  Agreement,  together with all payments of principal and interest and
the  principal  balances  from  time to time  outstanding  hereon,  whether  the
Revolving  Loan is a Base Rate Loan or a Eurodollar  Loan, the interest rate and
Interest Period applicable thereto,  provided that prior to the transfer of this
Note all such amounts shall be recorded on a schedule attached to this Note. The
record thereof,  whether shown on such books or records or on a schedule to this
Note,  shall be prima facie evidence of the same,  provided,  however,  that the
failure  of the Bank to  record  any of the  foregoing  or any error in any such
record shall not limit or  otherwise  affect the  obligation  of the Borrower to
repay all Revolving Loans made to it pursuant to the Credit  Agreement  together
with accrued interest thereon.

        This Note is one of the Revolving  Notes  referred to in the Amended and
Restated  Credit  Agreement  dated as of September 8, 1998,  among the Borrower,
Harris  Trust and  Savings  Bank,  as Agent,  and the Banks party  thereto  (the
"Credit Agreement"), and this Note and the holder hereof are entitled to all the
benefits  and  security  provided  for thereby or referred to therein,  to which
Credit Agreement  reference is hereby made for a statement thereof.  All defined
terms used in this Note, except terms otherwise  defined herein,  shall have the
same  meaning as in the Credit  Agreement.  This Note shall be  governed  by and
construed in accordance with the internal laws of the State of Illinois.

        Voluntary  prepayments  may be  made  hereon,  certain  prepayments  are
required  to be made  hereon,  and this  Note may be  declared  due prior to the
expressed  maturity hereof, all in the events, on the terms and in the manner as
provided for in the Credit Agreement.

        The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.

                                APAC TELESERVICES, INC.

                  By

                                    Name________________________________________
                                    Title_______________________________________


<PAGE>


                                    EXHIBIT E

                                    TERM NOTE

U.S. $_______________                                          ___________, 19__

        FOR  VALUE  RECEIVED,  the  undersigned,  APAC  TELESERVICES,  INC.,  an
Illinois  corporation (the  "Borrower"),  hereby promises to pay to the order of
______________________  (the "Bank") at the principal office of Harris Trust and
Savings Bank, as Agent, in Chicago,  Illinois,  in immediately  available funds,
the principal sum of ___________________  Dollars ($__________) or, if less, the
aggregate  unpaid  principal  amount of the Term Loan made or  maintained by the
Bank  to  the  Borrower  pursuant  to  the  Credit  Agreement,   in  consecutive
quarter-annual  principal  installments  in the  amounts  called  for by Section
1.10(b) of the Credit Agreement, commencing on ___________, 1998, and continuing
on the  first  day  of  each  June,  September,  December  and  March  occurring
thereafter,  together with  interest on the  principal  amount of such Term Loan
from time to time outstanding  hereunder at the rates, and payable in the manner
and on the dates,  specified in the Credit Agreement,  except that all principal
and interest not sooner paid on the Term Loan evidenced  hereby shall be due and
payable on June 1, 2003, the final maturity date hereof.

        The Bank shall record on its books or records or on a schedule  attached
to this Note,  which is a part hereof,  the Term Loan made or  maintained  by it
pursuant to the Credit  Agreement,  together  with all payments of principal and
interest  and the  principal  balances  from  time to time  outstanding  hereon,
whether the Term Loan is a Base Rate Loan or a  Eurodollar  Loan,  the  interest
rate and Interest Period applicable thereto, provided that prior to the transfer
of this Note all such amounts  shall be recorded on a schedule  attached to this
Note.  The  record  thereof,  whether  shown on such  books or  records  or on a
schedule  to this Note,  shall be prima facie  evidence  of the same,  provided,
however,  that the  failure  of the Bank to record any of the  foregoing  or any
error in any such record shall not limit or otherwise  affect the  obligation of
the Borrower to repay the Term Loan made to it pursuant to the Credit  Agreement
together with accrued interest thereon.

        This  Note is one of the  Term  Notes  referred  to in the  Amended  and
Restated  Credit  Agreement  dated as of September 8, 1998,  among the Borrower,
Harris  Trust and  Savings  Bank,  as Agent,  and the Banks party  thereto  (the
"Credit Agreement"), and this Note and the holder hereof are entitled to all the
benefits  and  security  provided  for thereby or referred to therein,  to which
Credit Agreement  reference is hereby made for a statement thereof.  All defined
terms used in this Note, except terms otherwise  defined herein,  shall have the
same  meaning as in the Credit  Agreement.  This Note shall be  governed  by and
construed in accordance with the internal laws of the State of Illinois.

        Voluntary  prepayments  may be  made  hereon,  certain  prepayments  are
required  to be made  hereon,  and this  Note may be  declared  due prior to the
expressed  maturity hereof, all in the events, on the terms and in the manner as
provided for in the Credit Agreement.

        The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.

                                      APAC TELESERVICES, INC.

                        By

                                          Name__________________________________
                                          Title_________________________________


<PAGE>



                                          EXHIBIT F

                                       SWING LINE NOTE

U.S. $______________                                            __________, 19__

        On the  Revolving  Credit  Termination  Date,  for value  received,  the
undersigned, APAC TELESERVICES,  INC., an Illinois corporation (the "Borrower"),
promises to pay to the order of Harris Trust and Savings Bank (the  "Bank"),  at
the principal office of Harris Trust and Savings Bank in Chicago,  Illinois, the
principal sum of (i) _________________ 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 Swing Loans owing
from the  Borrower to the Bank under the Swing Line  Commitment  provided for in
the Credit Agreement hereinafter mentioned.

        This Note  evidences  Swing Loans made and to be made to the Borrower by
the Bank under the Swing Line Commitment provided for under that certain Amended
and Restated  Credit  Agreement dated as of September 8, 1998 by and between the
Borrower,  Harris Trust and Savings Bank  individually  and as Agent and certain
banks which are or may from time to time become  parties  thereto  (the  "Credit
Agreement"),  and the  Borrower  hereby  promises to pay  interest at the office
specified  above on each  Swing  Loan  evidenced  hereby  at the rates and times
specified therefor in the Credit Agreement.

        Each Swing Loan made under the Swing Line Commitment provided for in the
Credit Agreement by the Bank to the Borrower against this Note, any repayment of
principal hereon and the interest rates applicable  thereto shall be endorsed by
the holder  hereof on the reverse side of this Note or recorded on the books and
records of the holder  hereof  (provided  that such entries shall be endorsed on
the reverse side hereof prior to any negotiation hereof) and the Borrower agrees
that in any action or proceeding  instituted to collect or enforce collection of
this Note, the entries so endorsed on the reverse side hereof or recorded on the
books and  records  of the Bank  shall be prima  facie  evidence  of the  unpaid
balance of this Note and the interest rates applicable thereto.

        This Note is issued by the Borrower  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 as specified in the
Credit Agreement, 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 meaning
herein as such terms have in the Credit Agreement.

        This Note shall be construed in  accordance  with,  and governed by, the
internal laws of the State of Illinois  without regard to principles of conflict
of law.

        The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.

                                                     APAC TELESERVICES, INC.

                                       By

                          Its_______________________________________________


<PAGE>


                                    EXHIBIT G

                             COMPLIANCE CERTIFICATE
                                       FOR

                             APAC TELESERVICES, INC.

        This  Compliance  Certificate  is  furnished to Harris Trust and Savings
Bank,  as Agent (the  "Agent")  pursuant to that  certain  Amended and  Restated
Credit  Agreement dated as of September 8, 1998, among APAC  TeleServices,  Inc.
(the  "Borrower"),  Harris Trust and Savings Bank, as Agent, and the Banks party
thereto (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 Borrower;

                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 Borrower 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; and

                4.  The  Attachment   hereto  sets  forth   financial  data  and
        computations evidencing the Borrower'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  Borrower  has taken,  
        is taking,  or proposes to take with respect to each such condition o
        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___.

                                                   APAC TELESERVICES, INC.

                                                   By___________________________

--------------------------------------------------------------------------------
                               (Name)                    (Title)


<PAGE>


                      ATTACHMENT TO COMPLIANCE CERTIFICATE
                                       FOR

                             APAC TELESERVICES, INC.

        Compliance Calculations for Amended and Restated Credit Agreement
                          Dated as of September 8, 1998

                     Calculations as of _____________, 19___

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



A.                  TOTAL DEBT RATIO (SECTION 8.22 OF THE AGREEMENT)

        1.     Total Funded Debt (as defined)                   $_______________
                                                                        A1

        2.     Net Income (as defined and as adjusted per       $_______________
               the definition of Adjusted EBITDA) for the               A2
               four fiscal quarters then ended

        3.     Interest Expense (as defined and as so           $_______________
               adjusted) for the same period                           A3

        4.     Federal, state and local income taxes (as        $_______________
               so adjusted) for the same period                        A4

        5.     Deprecation of fixed assets (as so               $_______________
               adjusted) for the same period                           A5

        6.     Amortization (as so adjusted) for the same       $_______________
               period                                                  A6

        7.     Add Lines A2-A6 (Adjusted EBITDA)                $_______________
                                                                       A7

        8.     Ratio of Line A1 to A7                          _____ : 1.0

        9.     Line A8 Ratio must be less than or equal to:

<TABLE>
<CAPTION>

                                                                         Total Debt Ratio Shall

               From and Including        To and Including                Not Be Greater Than:
               the date of Credit                   6/30/1999                       3.00 to 1.0
               Agreement

<S>                    <C>                          <C>                             <C>   
                       7/1/1999                     6/30/2000                       2.75 to 1.0

                       7/1/2000                     6/30/2001                       2.50 to 1.0

                       7/1/2001                     6/30/2002                       2.25 to 1.0

                       7/1/2002                     6/30/2003                       2.00 to 1.0

</TABLE>

        10.    Is Borrower in Compliance (Circle Yes or No)             Yes / No

B.                  NET WORTH (SECTION 8.23 OF THE AGREEMENT)

        1.     Shareholders' Equity                               $____________
               minus
               (i) Notes from Officers and Employees             ($____________)
               (ii) Write-up of Assets
                                                                 ($------------)
               Net Worth

                                                                $---------------
                                                                        B1

        2.     Line B1 must be greater than or equal to:        $_______________
                                                                        B2

        3.     Is Borrower in Compliance (Circle Yes or No)             Yes / No

C.                  FIXED CHARGE COVERAGE RATIO (SECTION 8.24 OF THE AGREEMENT)

        1.     Adjusted EBITDA (Line A7)                        $_______________
                                                                        C1

        2.     Capital Expenditures (as defined) for the same period $__________
                                                                        C2

        3.     Subtract Line C2 from C1                         $_______________
                                                                        C3

        4.     Principal payments due in the next 12 months     $_______________
                                                                        C4

        5.     Annualized Interest Expense (as defined) for the same period
                                                                $_______________
                                                                        C5

        6.     Add Lines C4+C5                                  $_______________
                                                                        C6

        7.     Ratio of Line C3 to Line C6                           _____ : 1.0

        8.     Line C7 ratio must be greater than or equal to:        1.50 : 1.0

        9.     Is Borrower in Compliance                                  Yes/No

D.                  ADJUSTED EBITDA (SECTION 8.25 OF THE AGREEMENT)

        1.     Adjusted EBITDA (Line A7)                        $_______________
                                                                         D1

        2.     Line D1 must be greater than or equal to:

                                                           Adjusted EBITDA Shall
    From and Including            To and Including         Not Be Less Than:
    the date of Credit               6/30/2000                      $65,000,000
    Agreement

            7/1/2000                 6/30/2003                      $70,000,000

        3.     Is Borrower in Compliance (Circle Yes or No)             Yes / No


<PAGE>


                                    EXHIBIT H

                            ASSIGNMENT AND ACCEPTANCE

                          Dated ______________, 19_____

        Reference is made to the Amended and Restated Credit  Agreement dated as
of September 8, 1998 (the "Credit Agreement") among APAC TeleServices,  Inc., an
Illinois corporation,  the Banks (as defined in the Credit Agreement) and Harris
Trust and Savings Bank, as Agent for the Banks (the  "Agent").  Terms defined in
the Credit Agreement are used herein with the same meaning.

        ____________________________________________________(the "Assignor") and
_________________________ (the "Assignee") agree as follows:

                1. The Assignor hereby sells and assigns to the Assignee without
        recourse to the Assignor,  and the Assignee hereby purchases and assumes
        from the Assignor without  recourse to the Assignor,  an interest in and
        to all  of the  Assignor's  rights  and  obligations  under  the  Credit
        Agreement  as of the  Effective  Date (as defined  below) in the amounts
        specified  on  Schedule I hereto,  including,  without  limitation,  the
        interest  set  forth  on  such  Schedule  in  each  of  the   Assignor's
        Commitments  (other than the Swing Line  Commitment) as in effect on the
        Effective Date and the Loans (other than the Swing Line),  if any, owing
        to the Assignor on the Effective  Date and in the case of any assignment
        of the Assignor's  Revolving Credit Commitment,  a pro rata share of any
        outstanding L/C Obligations.

                2. The Assignor (i)  represents and warrants that as of the date
        hereof (A) its Revolving  Credit  Commitment is  $_____________  and its
        Term Loan Commitment is $______________,  (B) the aggregate  outstanding
        principal  amount of Loans  made by it under the Credit  Agreement  that
        have not been repaid is $____________ ($_____________ of Revolving Loans
        and  $_____________  of Term Loans ) and a  description  of the interest
        rates and  interest  periods of such  Loans is  attached  as  Schedule 1
        hereto, (C) the aggregate  principal amount of Assignor's  Percentage of
        outstanding  L/C  Obligations  is  $____________,  and (D) the aggregate
        amount  of  Assignor's   participations   (whether  or  not  funded)  in
        outstanding Swing Loans is  $____________;  (ii) represents and warrants
        that it is the legal and beneficial owner of the interest being assigned
        by it hereunder  and that such interest is free and clear of any adverse
        claim,  lien, or encumbrance of any kind; (iii) makes no  representation
        or  warranty  and  assumes  no   responsibility   with  respect  to  any
        statements,  warranties or representations made in or in connection with
        the   Credit   Agreement   or   the   execution,   legality,   validity,
        enforceability,   genuineness,   sufficiency  or  value  of  the  Credit
        Agreement  or  any  other  instrument  or  document  furnished  pursuant
        thereto;  and (iv) makes no  representation  or warranty  and assumes no
        responsibility  with respect to the financial  condition of the Borrower
        or any  Subsidiary or  performance  or observance by the Borrower or any
        Subsidiary of any of its obligations  under the Credit  Agreement or any
        other instrument or document furnished pursuant thereto.

                3. The Assignee (i) confirms  that it has received a copy of the
        Credit  Agreement,  together  with  copies of the  financial  statements
        referred  to in  Section  8.5  thereof  and  such  other  documents  and
        information as it has deemed appropriate to make its own credit analysis
        and decision to enter into this Assignment and  Acceptance;  (ii) agrees
        that it will,  independently  and without  reliance upon the Agent,  the
        Assignor or any other Bank and based on such  documents and  information
        as it shall  deem  appropriate  at the  time,  continue  to make its own
        credit  decisions  in  taking or not  taking  action  under  the  Credit
        Agreement;  (iii)  appoints and authorizes the Agent to take such action
        as Agent on its  behalf and to  exercise  such  powers  under the Credit
        Agreement and the other Loan  Documents as are delegated to the Agent by
        the  terms  thereof,   together  with  such  powers  as  are  reasonably
        incidental thereto;  (iv) agrees that it will perform in accordance with
        their  terms all of the  obligations  which by the  terms of the  Credit
        Agreement  are  required  to  be  performed  by it as a  Bank;  and  (v)
        specifies  as its lending  office (and  address for notices) the offices
        set forth beneath its name on the signature pages hereof.

                4. As consideration  for the assignment and sale contemplated in
        Section  1  hereof,  the  Assignee  shall  pay  to the  Assignor  on the
        Effective  Date in Federal funds an amount equal to  $________________*.
        It is understood  that  commitment  and/or  facility fees accrued to the
        Effective Date with respect to the interest  assigned hereby are for the
        account of the Assignor and such fees  accruing  from and  including the
        date hereof are for the account of the  Assignee.  Each of the  Assignor
        and the Assignee  hereby agrees that if it receives any amount under the
        Credit Agreement which is for the account of the other party hereto,  it
        shall receive the same for the account of such other party to the extent
        of such other party's  interest  therein and shall promptly pay the same
        to such other party.

                5. The effective date for this  Assignment and Acceptance  shall
        be _____________,  19___ (the "Effective Date"). Following the execution
        of this Assignment and Acceptance, it will be delivered to the Agent for
        acceptance and recording by the Agent and, if required, the Borrower.

                6. Upon such acceptance and recording, as of the Effective Date,
        (i) the Assignee  shall be a party to the Credit  Agreement  and, to the
        extent provided in this  Assignment and Acceptance,  have the rights and
        obligations  of a Bank  thereunder and (ii) the Assignor  shall,  to the
        extent provided in this Assignment and Acceptance, relinquish its rights
        and be released from its obligations under the Credit Agreement.

                7.  Upon  such  acceptance  and  recording,  from and  after the
        Effective  Date,  the Agent  shall  make all  payments  under the Credit
        Agreement in respect of the interest assigned hereby (including, without
        limitation, all payments of principal, interest and commitment fees with
        respect  thereto) to the Assignee.  The Assignor and Assignee shall make
        all appropriate  adjustments in payments under the Credit  Agreement for
        periods prior to the Effective Date directly between themselves.

                8. In accordance with Section 12.12 of the Credit Agreement, the
        Assignor and the Assignee  request and direct that the Agent prepare and
        cause the  Borrower to execute and deliver to the  Assignee the relevant
        Notes payable to the Assignee in the amount of its  Commitments  and new
        Notes to the  Assignor  in the amount of its  Commitments  after  giving
        effect to this assignment.

         9. This  Assignment and Acceptance  shall be governed by, and construed
in accordance with, the laws of the State of Illinois.

                           [ASSIGNOR BANK]

             By

                              Name______________________________________________
                              Title_____________________________________________

                           [ASSIGNEE BANK]

             By

                              Name______________________________________________
                              Title_____________________________________________

                           Lending office (and address
                               for notices):

Accepted and consented this
____ day of ___________, 19__

APAC TELESERVICES, INC.

By________________________________________________
    Name__________________________________________
    Title_________________________________________

Accepted and consented to by the Agent this
_______ day of ___________, 19__

HARRIS TRUST AND SAVINGS BANK, as Agent

By________________________________________________
    Name__________________________________________
    Title_________________________________________


<PAGE>


                                   SCHEDULE I

                          TO ASSIGNMENT AND ACCEPTANCE
              RELATING TO THE AMENDED AND RESTATED CREDIT AGREEMENT
                    DATED AS OF SEPTEMBER 8, 1998, AMONG APAC
                               TELESERVICES, INC.

                            THE BANKS PARTY THERETO,

                                       AND
                     HARRIS TRUST AND SAVINGS BANK, AS AGEN


  Revolving Credit        Term Loan        Aggregate Amount of
     Commitment:         Commitment:       Interests Assigned:

   $------------      $------------           $------------


Effective Date of Assignment:  _________, _______


<PAGE>


                                  SCHEDULE 6.2
<TABLE>
<CAPTION>

                   NAME                       JURISDICTION OF          PERCENTAGE             MATERIAL
                                               INCORPORATION            OWNERSHIP                OR

                                                                                            NON-MATERIAL

<S>                                               <C>                     <C>               <C>            
APAC Insurance Services                           Illinois                100%              Non-Material
Agency, Inc.

APAC TeleServices General                         Illinois                100%                Material
Partner, Inc.

APAC TeleServices of                              Illinois                100%              Non-Material
Illinois, Inc.

APAC TeleServices of                              Michigan                100%              Non-Material
Michigan, Inc.

APAC TeleServices of                               Texas                  100%                Material
Texas, L.P.

APAC TeleServices, L.L.C.                         Illinois                100%                Material


Paragren Technologies, Inc.                       Delaware                100%                Material


The Shechtman Group, L.L.C.                        Nevada                 100%              Non-Material


ITI Holdings, Inc.                                Delaware                100%                Material


ITI Marketing Services, Inc.                      Delaware                100%                Material


</TABLE>



<PAGE>




                                  SCHEDULE 8.7

                               OTHER INDEBTEDNESS

         1. Obligations of the Borrower  aggregating not more than $1,367,385 in
respect of (i) the City of Cedar Rapids,  Iowa  Industrial  Development  Revenue
Bonds (E & S Electrical  Contractors,  Inc.  Project),  Series 1981 and (ii) the
City of  Cedar  Rapids,  Iowa  Industrial  Development  Revenue  Bonds  (TLS Co.
Project), Series 1981.

         2.  Obligations of the Borrower  aggregating  not more than $878,617 in
respect of those certain Brown County Development Revenue Bonds.

         3.  Obligations  of the Borrower  aggregating  not more than $72,000 in
respect of those certain Lawton Industrial Development Notes.

         4. Obligations of the Borrower  aggregating not more than $3,249,544 in
respect of various capital leases of the Borrower and ITI Marketing.


<PAGE>




                                         SCHEDULE 8.8

                                         OTHER LIENS

         1.  Liens on the  Borrower's  buildings  and  related  fixtures  at the
so-called  Cedar  Rapids  Ground  Transportation  Center in Cedar  Rapids,  Iowa
securing the indebtedness described under item 1 of Schedule 8.7


<PAGE>




                                  SCHEDULE 8.9

                       PRESENT INVESTMENTS IN SUBSIDIARIES

                            NAME AMOUNT OF INVESTMENT

APAC Insurance Services

Agency, Inc.                                          $25,000

APAC TeleServices General

Partner, Inc.                                         $96,000

APAC TeleServices of

Illinois, Inc.                                         $1,000

APAC TeleServices of

Michigan, Inc.                                         $1,000

APAC TeleServices of

Texas, L.P.                                                $0

APAC TeleServices, L.L.C.                          $8,640,000
Paragren Technologies, Inc.                       $13,879,000
The Shechtman Group, L.L.C.                                $0
ITI Holdings, Inc.                               $160,000,000
ITI Marketing Services, Inc.                               $0


                             APAC TELESERVICES, INC.
            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

        This First Amendment to Amended and Restated Credit  Agreement  (herein,
the  "Amendment")  is  entered  into as of  September  29,  1998,  between  APAC
TeleServices,  Inc., an Illinois corporation (the "Borrower"), each of the Banks
party to the Credit  Agreement (as such term is defined  below) and Harris Trust
and  Savings  Bank,  as a Bank and in its  capacity  as agent  under the  Credit
Agreement (the "Agent").

                             PRELIMINARY STATEMENTS

         A. The  Borrower  and the  Banks  entered  into a certain  Amended  and
Restated  Credit  Agreement,   dated  as  of  September  8,  1998  (the  "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.

         B. The Borrower has  requested  that the Banks  increase the  Permitted
Shareholder  Redemptions,  amend  certain  covenants,  and  make  certain  other
amendments to the Credit Agreement, and the Banks are willing to do so under the
terms and conditions set forth in this Amendment.

        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

SECTION 1.          AMENDMENTS.

         Section 1.1 Subject to the satisfaction of the conditions precedent set
forth in Section 2 below, the Credit Agreement shall be and hereby is amended as
follows:

               (a)  The  definition  of  "Permitted   Shareholder   Redemptions"
        appearing  in Section 5 of the  Credit  Agreement  shall be amended  and
        restated in its entirety and as so amended  shall be restated to read as
        follows:

                      ""Permitted Shareholder  Redemptions" means redemptions by
               the Borrower of its common  capital  stock during the period from
               the  date  hereof   through   June  30,  2003  for  an  aggregate
               consideration not to exceed $20,000,000."

               (b)  Section  8.23 of the Credit  Agreement  shall be amended and
        restated in its entirety and as so amended  shall be restated to read as
        follows:

                      "Section  8.23.Net  Worth.  The Borrower  shall, as of the
               last day of each fiscal quarter at all times,  maintain Net Worth
               of not less  than  the  Minimum  Required  Amount.  For  purposes
               hereof,   the  term   "Minimum   Required   Amount"   shall  mean
               $105,000,000  and  shall  increase  (but  never  decrease)  as of
               September 30, 1998 and as of the last day of each fiscal  quarter
               of the Borrower  thereafter by an amount (if  positive)  equal to
               80% of Net Income for the fiscal quarter then ended."

SECTION 2.          CONDITIONS PRECEDENT.

        This  Amendment  shall be and become  effective on the date on which the
Borrower and the Required Banks shall have executed and delivered this Amendment
and the Guarantors shall have executed the Guarantors' Consent attached hereto.

SECTION 3.          REPRESENTATIONS.

        In order to induce the Banks to execute and deliver this Amendment,  the
Borrower hereby represents to each Bank that as of the date hereof, after giving
effect  to this  Amendment,  the  representations  and  warranties  set forth in
Section 6 of the Credit  Agreement  are and shall be and remain true and correct
(except  that the  representations  contained  in Section 6.5 shall be deemed to
refer to the most recent financial  statements of the Borrower  delivered to the
Agent)  and the  Borrower  is in  full  compliance  with  all of the  terms  and
conditions  of the Credit  Agreement  and no  Default  or Event of  Default  has
occurred and is continuing under the Credit Agreement.

SECTION 4.          MISCELLANEOUS.

        (a) Except as specifically  amended herein,  the Credit  Agreement shall
continue  in full  force  and  effect in  accordance  with its  original  terms.
Reference to this specific  Amendment need not be made in the Credit  Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any  certificate,  letter or  communication  issued or made pursuant to or
with respect to the Credit Agreement,  any reference in any of such items to the
Credit  Agreement being  sufficient to refer to the Credit  Agreement as amended
hereby.

        (b) By executing  this  Amendment in the place provided for that purpose
below,  each Guarantor  hereby consents to the Amendment to the Credit Agreement
as set forth herein and confirms that its obligations  thereunder remain in full
force and  effect.  Each  Guarantor  further  agrees  that the  consent  of such
Guarantor  to any  further  amendments  to the  Credit  Agreement  shall  not be
required as a result of this consent having been obtained.

        (c) The  Borrower  agrees  to pay on  demand  all  reasonable  costs and
expenses  of or  incurred  by the  Agent in  connection  with  the  negotiation,
preparation, execution and delivery of this Amendment.

        (d) This Amendment may be executed in any number of counterparts, and by
the different  parties on different  counterpart  signature  pages, all of which
taken together shall  constitute one and the same agreement.  Any of the parties
hereto may execute this  Amendment by signing any such  counterpart  and each of
such  counterparts  shall for all  purposes  be deemed to be an  original.  This
Amendment shall be governed by the internal laws of the State of Illinois.


<PAGE>



        Dated as of September 29, 1998.

                             APAC TELESERVICES, INC.

               By:

                             Name:______________________________________________
                             Title:_____________________________________________

        Accepted and agreed to as of the date and year last above written.

                                        HARRIS TRUST AND SAVINGS BANK, in its
                                            individual capacity as a Bank and as
                                            Agent

                          By:

                                        Name:___________________________________
                                        Title:__________________________________

                                        BANK OF MONTREAL, in its individual
                                            capacity as a Bank and as
                                            Syndication Agent

                          By:

                                        Name:___________________________________
                                        Title:__________________________________


<PAGE>


                     BANK OF AMERICA NATIONAL TRUST AND
                         SAVINGS ASSOCIATION

       By:

                     Name:_________________________________________________
                     Title:________________________________________________

                     LASALLE NATIONAL BANK

       By:

                     Name:_________________________________________________
                     Title:________________________________________________

                     THE NORTHERN TRUST COMPANY

       By:

                     Name:_________________________________________________
                     Title:________________________________________________

                     FIRSTAR BANK MILWAUKEE, N.A.

       By:

                     Name:_________________________________________________
                     Title:________________________________________________

                     MERCANTILE BANK NATIONAL ASSOCIATION

       By:

                     Name:_________________________________________________
                     Title:________________________________________________

                     THE FUJI BANK, LIMITED

       By:

                     Name:_________________________________________________
                     Title:________________________________________________

                     THE BANK OF NOVA SCOTIA

       By:

                     Name:_________________________________________________
                     Title:________________________________________________


<PAGE>




                               GUARANTORS' CONSENT

        The undersigned have heretofore executed and delivered to the Guaranteed
Creditors (as defined in the Guaranty) a Guaranty  Agreement  dated May 20, 1998
(the  "Guaranty") and hereby consent to the Amendment to the Credit Agreement as
set forth above and confirms  that their  Guaranty and all of the  undersigned's
obligations  thereunder remain in full force and effect. The undersigned further
agree that the  consent of the  undersigned  to any  further  amendments  to the
Credit  Agreement  shall not be required as a result of this consent having been
obtained,  except to the extent,  if any,  required by the Guaranty  referred to
above.

                       PARAGREN TECHNOLOGIES, INC.

         By

                           Name______________________________________________
                           Title_____________________________________________

                       APAC TELESERVICES OF TEXAS, L.P.

                       By:    APAC TELESERVICES GENERAL
                              PARTNER, INC., its General Partner

                              By_____________________________________________
                                 Name________________________________________
                                 Title_______________________________________

                       APAC TELESERVICES GENERAL PARTNER, INC.

         By

                           Name______________________________________________
                           Title_____________________________________________

                       ITI HOLDINGS, INC.

         By

                           Name______________________________________________
                           Title_____________________________________________


<PAGE>




                  ITI MARKETING SERVICES, INC.

    By

                      Name______________________________________________
                      Title_____________________________________________

                  APAC TELESERVICES, L.L.C.

                  By:  APAC TELESERVICES, INC.

    By

                      Name______________________________________________
                      Title_____________________________________________

--------
* Amount should combine  principal  together with accrued  interest and breakage
  compensation,  if any, to be paid by the  Assignee,  net of any portion of any
  upfront fee to be paid by the Assignor to the  Assignee.  It may be preferable
  in an  appropriate  case to specify  these amounts  generically  or by formula
  rather than as a fixed sum.