REVOLVING CREDIT
                                                         AND
                                               REIMBURSEMENT AGREEMENT

                                                    by and among

                                  MODIS PROFESSIONAL SERVICES, INC., as Borrower

                                                         and

                                         NATIONSBANK, NATIONAL ASSOCIATION,
                                               as Administrative Agent

                                                         and

                                                FLEET NATIONAL BANK,
                                                as Syndication Agent

                                                         and

                                             FIRST UNION NATIONAL BANK,
                                               as Co-Syndication Agent

                                                         and

                                         THE FIRST NATIONAL BANK OF CHICAGO,
                                               as Documentation Agent

                                                         and

                                     THE LENDERS PARTY HERETO FROM TIME TO TIME

                                                         and

                                        NATIONSBANC MONTGOMERY SECURITIES LLC
                                                  as Lead Arranger



                                                  October 30, 1998



<PAGE>
<TABLE>
<CAPTION>

                                                        vii

                                                  TABLE OF CONTENTS

                                                                                                               Page


                                          ARTICLE I Definitions and Terms
<S>     <C>                                                                                                    <C>   


1.01     Definitions..............................................................................................2
1.02     Accounting Terms........................................................................................26
1.03     Cross References........................................................................................26
1.04     Accounting and Financial Determinations.................................................................27
1.05     General Provisions Relating to Definitions..............................................................27
1.06     Time....................................................................................................27

                                                ARTICLE II The Loans


2.01     Revolving Credit Facilities.............................................................................28
2.02     Competitive Bid Loans...................................................................................32
2.03     Payment of Interest.....................................................................................35
2.04     Payment of Principal....................................................................................36
2.05     Non-Conforming Payments.................................................................................36
2.06     Borrower's Account......................................................................................37
2.07     Notes...................................................................................................37
2.08     Reductions..............................................................................................38
2.09     Conversions and Elections of Subsequent Interest Periods................................................38
2.10     Increase and Decrease in Amounts........................................................................39
2.11     Pro Rata Payments.......................................................................................39
2.12     Unused Fee..............................................................................................39
2.13     Deficiency Advances.....................................................................................40
2.14     Use of Proceeds.........................................................................................40
2.15     Swing Line..............................................................................................40
2.16     Revolving Credit Facility Extension and Term Loan Option................................................41
2.17     The Euro................................................................................................43

                                           ARTICLE III Letters of Credit


3.01     Letters of Credit.......................................................................................45
3.02     Reimbursement...........................................................................................45
3.03     Letter of Credit Fee....................................................................................49
3.04     Administrative Fees and Reserves........................................................................49

                                         ARTICLE IV Change in Circumstances


4.01     Increased Cost and Reduced Return.......................................................................50
4.02     Limitation on Types of Loans............................................................................51
4.03     Illegality..............................................................................................52
4.04     Treatment of Affected Loans................ .............................................................52
4.05     Compensation............................................................................................53
4.06     Taxes...................................................................................................53

                                                ARTICLE V Guaranties


5.01     Guaranties..............................................................................................56

                                 ARTICLE VI Conditions to Making Loans and Issuing


6.01     Conditions of Advance and Issuance of Letters of Credit.................................................57
6.02     Conditions of Loans.....................................................................................58

                                     ARTICLE VII Representations and Warranties
 

7.01     Representations and Warranties..........................................................................60

                                         ARTICLE VIII Affirmative Covenants


8.01     Financial Reports, Etc..................................................................................67
8.02     Maintain Properties.....................................................................................68
8.03     Existence, Qualification, Etc...........................................................................68
8.04     Regulations and Taxes...................................................................................68
8.05     Insurance.  ............................................................................................68
8.06     True Books..............................................................................................69
8.07     Year 2000 Compliance....................................................................................69
8.08     Right of Inspection.....................................................................................69
8.09     Observe all Laws........................................................................................69
8.10     Officer's Knowledge of Default..........................................................................69
8.11     Suits or Other Proceedings..............................................................................69
8.12     Notice of Discharge of Hazardous Material or Environmental Complaint.  .................................70
8.13     Environmental Compliance................................................................................70
8.14     Indemnification.........................................................................................70
8.15     Further Assurances......................................................................................70
8.16     ERISA Requirement.......................................................................................70
8.17     Continued Operations....................................................................................71
8.18     Use of Proceeds.........................................................................................71

                                           ARTICLE IX Negative Covenants


9.01     Consolidated Leverage Ratio.............................................................................72
9.02     Consolidated Fixed Charge Ratio.........................................................................72
9.03     Consolidated Capitalization Ratio.......................................................................72
9.04     Indebtedness............................................................................................72
9.05     Transfer of Assets......................................................................................73
9.06     Investments; Acquisitions...............................................................................73
9.07     Liens...................................................................................................74
9.08     Restricted Payments.....................................................................................74
9.09     Merger or Consolidation.................................................................................75
9.10     Change in Control.......................................................................................75
9.11     Transactions with Affiliates............................................................................75
9.12     ERISA...................................................................................................75
9.13     Fiscal Year.............................................................................................76
9.14     Dissolution, etc........................................................................................76
9.15     Rate Hedging Obligations................................................................................76
9.16     Negative Pledge Clauses.................................................................................76

                                    ARTICLE X Events of Default and Acceleration


10.01    Events of Default.......................................................................................77
10.02    Agent to Act............................................................................................80
10.03    Cumulative Rights.......................................................................................80
10.04    No Waiver...............................................................................................80
10.05    Allocation of Proceeds..................................................................................80

                                                ARTICLE XI The Agent


11.01    Appointment, Powers and Immunities......................................................................82
11.02    Reliance by Agent.......................................................................................82
11.03    Defaults................................................................................................83
11.04    Rights as Lender........................................................................................83
11.05    Indemnification.........................................................................................83
11.06    Non-Reliance on Agent and Other Lenders.................................................................83
11.07    Resignation of Agent....................................................................................84
11.08    Fees....................................................................................................84
11.09    Other Agents............................................................................................84

                                             ARTICLE XII Miscellaneous


12.01    Assignments and Participations..........................................................................85
12.02    Notices.................................................................................................86
12.03    Right of Setoff; Adjustments............................................................................87
12.04    Survival................................................................................................88
12.05    Expenses................................................................................................88
12.06    Amendments and Waivers..................................................................................89
12.07    Counterparts............................................................................................90
12.08    Waivers by Borrower.....................................................................................90
12.09    Termination.............................................................................................90
12.10    Replacement Lender......................................................................................90
12.11    Governing Law...........................................................................................91
12.12    Headings and References.................................................................................91
12.13    Severability............................................................................................91
12.14    Entire Agreement........................................................................................91
12.15    Agreement Controls......................................................................................91
12.16    Usury Savings Clause....................................................................................92
12.17    Confidentiality.........................................................................................92

EXHIBIT A              Applicable Commitment Percentages........................................................108
EXHIBIT B              Form of Assignment and Acceptance........................................................109
EXHIBIT C              Notice of Appointment (or Revocation) of Authorized
                       Representative...........................................................................114
EXHIBIT D-1            Form of Borrowing Notice--Loans..........................................................115
EXHIBIT D-2            Form of Borrowing Notice--Swing Line Loans...............................................117
EXHIBIT E              Form of Interest Rate Selection Notice...................................................119
EXHIBIT F-1            Form of 364 Day Note.....................................................................121
EXHIBIT F-2            Form of 5 Year Note......................................................................126
EXHIBIT F-3            Form of Competitive Bid Note.............................................................131
EXHIBIT F-4            Form of Swing Line Note..................................................................137
EXHIBIT G              Form of Competitive Bid Quote............................................................142
EXHIBIT H              Form of Competitive Bid Quote Request....................................................144
EXHIBIT I-1            Form of Opinion of Borrower's Counsel....................................................145
EXHIBIT I-2            Form of Opinion of Guarantors' Counsel...................................................146
EXHIBIT J              Compliance Certificate...................................................................147
EXHIBIT K              Form of Subsidiary and Suretyship Guaranty...............................................148

Schedule 1.02          Existing Letters of Credit
Schedule 1.03          Material Subsidiaries
Schedule 7.01(d)       Subsidiaries and Investments
Schedule 7.01(f)       Contingent Liabilities
Schedule 7.01(g)       Liens
Schedule 7.01(j)       Litigation
Schedule 7.01(t)       Employment Matters
Schedule 8.05          Existing Insurance
Schedule 9.04          Indebtedness
</TABLE>
 

<PAGE>


                  REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT


THIS REVOLVING CREDIT AND REIMBURSEMENT  AGREEMENT,  dated as of the 30th day of
October, 1998 (the "Agreement"), is made by and among:

MODIS PROFESSIONAL  SERVICES,  INC., a Florida  corporation having its principal
place of business in Jacksonville, Florida (the "Borrower"); and

NATIONSBANK,  NATIONAL ASSOCIATION (successor by merger of NationsBank, National
Association  (South)),  a national  banking  association  organized and existing
under the laws of the United States of America and having its principal place of
business in  Charlotte,  North  Carolina  ("NationsBank")  and the other Lenders
whose names are subscribed hereto and each other financial institution which may
hereafter  execute and deliver an instrument of assignment  with respect to this
Agreement  pursuant to Section  12.01  (hereinafter  NationsBank  and such other
lenders may be referred to  individually  as a "Lender" or  collectively  as the
"Lenders"); and

NATIONSBANK,  NATIONAL ASSOCIATION, in its capacity as agent for the Lenders (in
such capacity, the "Agent").

                              W I T N E S S E T H:

WHEREAS,  the Borrower  has  requested  that the Lenders  make  available to the
Borrower  loans  of up to  $500,000,000  consisting  of (a) a 364 day  revolving
credit  facility (the '364 Day Facility')  and (b) a five year revolving  credit
facility  (the  '5 Year  Facility')  with  (i) a  $40,000,000  sublimit  for the
issuance of standby  letters of credit,  (ii) a $20,000,000  swing line facility
and (iii) a $50,000,000  sublimit for borrowing in British pounds sterling,  the
proceeds of such revolving  credit  facilities to be used as provided in Section
2.14 hereof; and

WHEREAS,  the Lenders are willing to make the loans with  NationsBank  to act as
administrative agent for the Lenders;

NOW, THEREFORE, the Borrower, the Lenders and the Agent hereby agree as follows:

                                                        10
<PAGE>

                                    ARTICLE I

                              Definitions and Terms

1.01  Definitions.  For the  purposes  of this  Agreement,  in  addition  to the
definitions  set forth  above,  the  following  terms shall have the  respective
meanings set forth below:

'Absolute Rate' has the meaning assigned to such term in Section  2.02(c)(ii)(C)
hereof;  

'Absolute  Rate Loan'  means any Loan for which the rate of interest is
determined by reference to the Absolute Rate;

"Acquire"  or  "Acquisition",  as applied to a Person,  means the  acquiring  or
acquisition of a controlling  interest in such Person by purchase (including all
or  substantially  all of the  assets),  exchange,  issuance  of  stock or other
securities, or by merger, reorganization or other method;

"Adjusted  CD Rate" means a per annum rate of  interest  equal to the sum of (i)
the CD Rate plus (ii) the  Assessment  Rate plus (iii) 10 basis points plus (iv)
the Applicable Margin;

"Adjusted  Consolidated  EBITDA" means Consolidated EBITDA;  provided,  however,
that with respect to an Acquisition which is accounted for as a "purchase",  for
the Four-Quarter Period following the date of such Acquisition, the Consolidated
EBITDA  shall  include  the  results  of  operations  of the Person or assets so
acquired  which amounts shall be determined on a historical  pro forma basis for
the  Four-Quarter  Period preceding or including the date of such Acquisition as
if such Acquisition had been consummated as a "pooling of interest", plus to the
extent  applicable,  any  adjustments  made in accordance  with  Securities  and
Exchange Commission Rule 17 CFR 210.11-02;

"Advance" means a borrowing under (i) either of the Revolving Credit Facilities,
consisting of the aggregate principal amount of a Base Rate Loan or a Eurodollar
Loan,  as the case may be or (ii) the Swing Line  consisting of Swing Line Loans
or (iii) the Competitive Bid Facility consisting of Competitive Bid Loans;

'Advance Day Exchange Rate' means,  with respect to a specified  Advance or Loan
of an  Alternative  Currency,  the  Spot  Rate of  Exchange  as of the  date two
Business Days preceding the date such Advance is originally made, provided that,
if such  Advance  or Loan is  continued  for a  subsequent  Interest  Period  or
Converted  pursuant to Section 2.09 the Advance Date  Exchange Rate with respect
to such Loan shall be the Spot Rate of Exchange two Business Days  preceding the
effective date of the latest Continuation or Conversion of such Advance or Loan;
and the Dollar  Value of such  Advance or Loan shall be adjusted as set forth in
Section 2.01(b); provided, further, that in the case of a drawing under a Letter
of Credit, the Spot Rate of Exchange shall be as of the date of such drawing;

'Alternative  Currency' means,  with respect to Loans under the 5 Year Facility,
the British  Pounds and Euro and, with the prior written  consent of all Lenders
and the Agent,  any other lawful  currency  other than  Dollars  which is freely
transferable  and convertible into Dollars in the United States currency market;
provided,  however,  that an Alternative Currency shall only be available to the
Borrower if each Lender shall have access to such Alternative  Currency on terms
reasonably acceptable to such Lender;

'Alternative  Currency  Equivalent  Amount'  means,  with respect to a specified
Alternative  Currency  and  a  specified  Dollar  amount,  the  amount  of  such
Alternative Currency into which such Dollar amount would be converted,  based on
the applicable Advance Day Exchange Rate;

'Alternative Currency Loan' means a Loan made in an Alternative Currency;

"Affiliate" means a Person (i) which directly or indirectly  through one or more
intermediaries  controls,  or is controlled  by, or is under common control with
the Borrower;  (ii) which beneficially owns or holds 25% or more of any class of
the  outstanding  voting  stock  (or in the  case  of a  Person  which  is not a
corporation,  25% or more of the equity interest) of the Borrower;  or (iii) 25%
or more of any class of the  outstanding  voting stock of which is  beneficially
owned or held by the Borrower. The term "control" means the possession, directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting stock, by contract
or otherwise;

"Applicable  Commitment  Percentage"  means,  with respect to each Lender at any
time, a fraction, the numerator of which shall be such Lender's Revolving Credit
Commitment  and the  denominator  of which shall be the Total  Revolving  Credit
Commitment,  which  Applicable  Commitment  Percentage for each Lender as of the
Closing  Date is as set  forth  in  Exhibit  A;  provided  that  the  Applicable
Commitment  Percentage of each Lender shall be increased or decreased to reflect
any assignments to or by such Lender effected in accordance with Section 12.01;

'Applicable  Lending  Office' means,  for each Lender and for each Type of Loan,
the  'Lending  Office'  of such  Lender  (or of an  affiliate  of  such  Lender)
designated  for such Type of Loan on the  signature  pages  hereof or such other
office of such Lender (or an  affiliate  of such Lender) as such Lender may from
time to time specify  (subject to the provisions of this Agreement) to the Agent
and the Borrower by written  notice in  accordance  with the terms hereof as the
office by which its Loans of such Type are to be made and maintained;

"Applicable  Margin" means that number of basis points per annum set forth below
in the case of each of a (i) Swing Line Loan or Eurodollar Loan made pursuant to
the 5 Year  Facility,  (ii) a  Eurodollar  Loan  made  pursuant  to the  364 Day
Facility  and (iii) with  respect to the Unused Fee for the 5 Year  Facility and
the 364 Day  Facility,  which  number of basis  points  shall be the  Applicable
Margin effective  beginning on the first Business Day next following  receipt by
the Agent of a Compliance  Certificate  pursuant to Section 8.01 hereof  setting
forth the ratio of Net Funded Indebtedness to Adjusted Consolidated EBITDA, such
Applicable  Margin to be that set forth opposite the respective  ratio described
below:
<TABLE>
<CAPTION>

                                                                  Applicable Margin                              
                                            -------------------------------------------------------------
                                                  5 Year Facility                  364 Day Facility      
                                            --------------------------          -------------------------
           Ratio of Net Funded              Eurodollar Loan
          Indebtedness Adjusted to             and Swing       Unused           Eurodollar        Unused
Tier        Consolidated EBITDA                Line Loan         Fee               Loan             Fee   
----      ------------------------------    ---------------    -------          ----------        -------
<S>       <C>                               <C>                <C>              <C>               <C>
 I        Equal to or Less than
             1.25 to 1.00                          50            15               50 bp             12.5     

 II       Greater than 1.25 to 1.00
             but Equal to or Less than
             2.25 to 1.00                          62.5          20               62.5              17.5    
 
 III      Greater than 2.25 to 1.00                75            25               75                22.5      
</TABLE>

          For a period of six full  calendar  months next  following the Closing
          Date the Applicable  Margin for Eurodollar  Loans and Swing Line Loans
          and the  Unused  Fee shall be not less than Tier II and after such six
          month period the Applicable Margin shall be based upon the most recent
          Compliance Certificate furnished to the Agent;

'Applicable  Rate'  means the  Eurodollar  Rate  applicable  to any  Alternative
Currency Loan;

"Applications  and Agreements for Letters of Credit"  means,  collectively,  the
Applications  and Agreements for Letters of Credit executed by the Borrower from
time to time and delivered to  NationsBank to support the issuance of Letters of
Credit;

"Assessment  Rate"  means,  for any day,  the annual  assessment  rate  (rounded
upwards,  if  necessary,  to the  nearest  1/100  of 1%)  which  is  payable  by
NationsBank to the Federal Deposit Insurance  Corporation (or any successor) for
deposit  insurance for Dollar time deposits  with  NationsBank  at the Principal
Office as  determined  by  NationsBank.  The  Adjusted CD Rate shall be adjusted
automatically  on and as of the effective  date of any change in the  Assessment
Rate;

"Assignment   and   Acceptance"   shall  mean  an  Assignment   and   Acceptance
substantially  in the form of Exhibit B (with  blanks  appropriately  filled in)
delivered to the Agent in connection  with an assignment of a Lender's  interest
under this Agreement pursuant to Section 12.01;

'Associated  Costs' means a rate per annum equal to the  arithmetic  mean of the
percentage  rates  applicable to the  Applicable  Lending Office of the relevant
Lender according to the following formula:

                     Associated Costs      BY + L(Y-X) + S x 0.01
                       per annum =         ----------------------      
                                                100 - (B+L)

     where:

     B = The percentage of such Lender's eligible liabilities  required,  on the
     first  day of the  Relevant  Period,  to be held in a  non-interest-bearing
     deposit  account  with  the Bank of  England  pursuant  to the  cash  ratio
     requirements of the Bank of England.

     Y = The  interest  rate  at  which  British  Pound  deposits  in an  amount
     comparable  to the  aggregate  principal  amount of the  relevant  Loan are
     offered by such Lender to leading banks in the London  interbank  market at
     or about 11:00 a.m.  (London time) on the first day of the Relevant  Period
     for a period comparable to the Relevant Period.

     L = The percentage of eligible liabilities which the Bank of England, as at
     the first day of the Relevant  Period,  requires such Lender to maintain as
     interest bearing special deposits with the Bank of England.

     X = The rate per annum  payable  by the Bank of  England  to the  Lender on
     interest bearing special deposits.

     S = The rate  payable by the  Lender to the  Financial  Services  Authority
     pursuant to the Fees  Regulations  (but,  for this  purpose,  the figure at
     paragraph  [2.02b]/[2.03b]  of the Fees  Regulations  shall be deemed to be
     zero) and expressed in pounds per 1,000,000 of the Fee Base of the Lender.

          (a) For the purposes of this definition:

               (i) "eligible  liabilities" and "special deposits" shall have the
               meanings  ascribed  to them  from  time  to  time by the  Bank of
               England;

               (ii) "Relevant Period" means, if the Interest Period with respect
               to the  relevant  Loan is three  months or less,  the duration of
               such Interest  Period or, if such Interest  Period is longer than
               three  months,  each  period of three  months  and any  necessary
               shorter period in such Interest Period;

               (iii) "Fee  Regulations"  means the  Banking  Supervision  (Fees)
               Regulations  1998 or such  other  regulations  as may be in force
               from time to time in respect of the  payment of fees for  banking
               supervision; and

               (iv) "Fee Base" shall bear the meaning  ascribed to it, and shall
               be calculated in accordance with, the Fees Regulations.

          (b) In the application of the above formula,  B, Y, L, X, S and Z will
          be  included  in  the  formula  as  decimal   fractions   and  not  as
          percentages,  e.g. if B = 0.5% and Y = 15%, BY will be  calculated  as
          0.5 x 15 and not as 0.5% x 15%.

          (c) Associated Costs shall be computed by the applicable Lender on the
          first day of each Relevant Period, and shall, if necessary, be rounded
          upward  to the  nearest  1/10,000  of 1%.  If there  is more  than one
          Relevant Period comprised in the relevant  Interest  Period,  then the
          Associated  Costs  for that  Interest  Period  shall  be the  weighted
          average of the amounts so computed for the Relevant Periods  comprised
          in that Interest Period.

          (d) Calculations will be made on the basis of a year of 365 days.

The  "Associated  Costs" shall be  increased  by an amount which the  applicable
Lender shall  determine  from time to time to be necessary  to  compensate  such
Lender  for the cost or loss to it of  complying  with any  liquidity,  monetary
control or prudential  requirements of The Bank of England existing from time to
time.

"Authorized  Representative"  means any of the  President,  the Chief  Financial
Officer  or  the  Controller  of the  Borrower  or any  other  person  expressly
designated  by the  Board  of  Directors  of the  Borrower  (or the  appropriate
committee thereof) as an Authorized Representative of the Borrower, as set forth
from time to time in a certificate in the form attached hereto as ExhibitC;

"Base  Loan"  means any Loan for which the rate of  interest  is  determined  by
reference to the Base Rate;

"Base Rate"  means,  for any day,  the rate per annum equal to the higher of (a)
the Federal  Funds Rate for such day plus  one-half of one percent (.5%) and (b)
the Prime Rate for such day.  Any change in the Base Rate due to a change in the
Prime Rate or the Federal Funds Rate shall be effective on the effective date of
such change in the Prime Rate or Federal Funds Rate;

"Base Rate  Refunding  Loan" means a Base Loan or Swing Line Loan made either to
(i) satisfy  Reimbursement  Obligations arising from a drawing under a Letter of
Credit or (ii) pay NationsBank in respect of Swing Line Outstandings;

"Board"  means the Board of  Governors  of the  Federal  Reserve  System (or any
successor body);

"Borrower's  Account" means a demand deposit account number  3750165027,  or any
successor account with the Agent, which may be maintained at one or more offices
of the Agent or an agent of the Agent;

"Borrowing Notice" means the notice delivered by an Authorized Representative in
connection with an Advance under either of the Revolving Credit  Facilities or a
Swing Line Loan, in the forms attached hereto, respectively, as ExhibitsD-1 and
D-2;

'British Pound' means the lawful currency of England and Wales;

'Business Day' means (i) any day excluding Saturday, Sunday and any day which is
a legal  holiday  under the laws of the States of New York,  North  Carolina  or
Florida or is a day on which  banking  institutions  located in such  states are
authorized  or  required by law or other  governmental  action to close and (ii)
with respect to all notices, determinations, fundings and payments in connection
with any Eurodollar Loan, any day that is a Business Day described in clause (i)
above and that is also a day for trading by and between banks in Dollar deposits
in the applicable  interbank  Eurodollar market or in deposits in the applicable
Alternative Currency in the United States interbank market, as applicable;

"CD Rate" means, for any Swing Line Loan which bears interest at the Adjusted CD
Rate,  the most  recent  weekly  average  dealer  offering  rate for  negotiable
certificates of deposit with a three-month  maturity in the secondary  market as
published in the most recent Federal Reserve System publication entitles "Select
Interest  Rates"  published  weekly on Form H.15 as of the date  hereof,  or any
successor  publication thereof, or if the foregoing publication or any successor
or substitute  thereof shall not be published by the Federal  Reserve System for
any week,  then the weekly  offering rate determined by NationsBank on the basis
of quotations  for such  certificates  received by it from three  certificate of
deposit  dealers of  recognized  standing.  Each  change in the CD Rate shall be
effective on the date thereof, without notice to the Borrower;

"Capital  Leases" means all leases which have been or should be  capitalized  in
accordance with Generally Accepted Accounting  Principles as in effect from time
to time including Statement No. 13 of the Financial  Accounting  Standards Board
and any successor thereof;

"Closing  Date"  means the date as of which this  Agreement  is  executed by the
Borrower,  the Agent and the  Lender  and on which the  conditions  set forth in
Section 6.01 hereof have been satisfied;

"Code"  means the  Internal  Revenue  Code of 1986,  as amended,  any  successor
provision or provisions and any regulations promulgated thereunder;

'Competitive  Bid  Borrowing'  has the meaning  assigned to such term in Section
2.02 hereof;

'Competitive  Bid Facility' means the facility  described in Section 2.02 hereof
providing for Competitive Bid Loans to the Borrower;

'Competitive Bid Loan Commitment' means the amount which a Lender has offered to
loan to the Borrower pursuant to a Competitive Bid Quote by such Lender, the sum
of all Competitive Bid Loans not to exceed the Total 5 Year Commitment;

'Competitive  Bid Loans' means the Loans  bearing  interest at the Absolute Rate
provided for in Section 2.02 hereof;

'Competitive  Bid  Notes'  means,  collectively,  the  promissory  notes  of the
Borrower  with  respect to  Competitive  Bid Loans  provided for by Section 2.02
hereof  executed  and  delivered  to the Lenders as provided in Section  2.07(c)
substantially in the form attached hereto as Exhibit F-3 and incorporated herein
by reference,  with appropriate insertions as to dates and names of Lenders, and
all promissory notes delivered in substitution or exchange thereof, in each case
as the same shall be amended,  modified or supplemented  and in effect from time
to time;

'Competitive Bid Quote' means an offer in accordance with Section 2.02 hereof by
a Lender to make a Competitive Bid Loan with one single specified interest rate;

'Competitive Bid Quote Request' has the meaning assigned to such term in Section
2.02 hereof;

"Consistent  Basis"  in  reference  to the  application  of  Generally  Accepted
Accounting  Principles  means the accounting  principles  observed in the period
referred to are  comparable  in all  material  respects to those  applied in the
preparation of the audited  financial  statements of the Borrower referred to in
Section 7.01(f)(i) hereof;

"Consolidated  Capitalization  Ratio" means the ratio of (a) Consolidated Funded
Indebtedness to (b) the sum of Consolidated Funded Indebtedness and Consolidated
Shareholders' Equity;

"Consolidated  EBITDA" means,  with respect to the Borrower and its Subsidiaries
for the Four-Quarter Period ending on the date of computation  thereof,  the sum
of, without  duplication,  (i) Consolidated Net Income,  plus (ii)  Consolidated
Interest Expense accrued during such period,  plus (iii) taxes on income accrued
during such period, plus (iv) amortization  accrued during such period, plus (v)
without  duplication,  any depreciation  during such period, all determined on a
consolidated basis in accordance with Generally Accepted  Accounting  Principles
applied on a Consistent Basis;

"Consolidated  EBITDAR" means the sum of Consolidated  EBITDA plus  Consolidated
Rental Expense;

"Consolidated  Fixed Charge Ratio"  means,  with respect to the Borrower and its
Subsidiaries  for the  Four-Quarter  Period  ending  on the date of  computation
thereof,  the  ratio  of (a)  Consolidated  EBITDAR  to (b)  Consolidated  Fixed
Charges;

"Consolidated   Fixed  Charges"   means,   with  respect  to  Borrower  and  its
Subsidiaries,  for the periods indicated,  the sum of, without duplication,  (i)
Consolidated  Interest  Expense,  (ii)Consolidated  Rental  Expense,  and (iii)
required  principal  payments of Consolidated  Funded  Indebtedness,  including,
without duplication,  payments made with respect to earn-out  obligations,  made
during the Four-Quarter Period ending on the date of computation thereof;

"Consolidated  Funded Indebtedness" means Indebtedness for Money Borrowed of the
Borrower and its  Subsidiaries  and any  liability  associated  with an earn-out
obligation  arising in  connection  with an  Acquisition  which is recorded as a
liability on the consolidated balance sheet of the Borrower and its Subsidiaries
all as determined in accordance with Generally Accepted Accounting Principles;

"Consolidated Interest Expense" means, with respect to any period of computation
thereof,  the gross  interest  expense  of the  Borrower  and its  Subsidiaries,
including  without  limitation (i) the amortization of debt discounts,  (ii) the
amortization of all fees (including, without limitation, fees payable in respect
of a Swap  Agreement  and  Letters of Credit)  payable  in  connection  with the
incurrence of Indebtedness to the extent included in interest expense, and (iii)
the  portion of any  liabilities  incurred in  connection  with  Capital  Leases
allocable  to  interest  expense,  all  determined  on a  consolidated  basis in
accordance with Generally Accepted Accounting Principles applied on a Consistent
Basis;

"Consolidated   Leverage   Ratio"  means  the  ratio  of   Consolidated   Funded
Indebtedness to Adjusted Consolidated EBITDA;

"Consolidated  Net Income"  means,  for any period of computation  thereof,  the
gross  revenues from  operations of the Borrower and its  Subsidiaries  less all
operating  and  non-operating  expenses  of the  Borrower  and its  Subsidiaries
including taxes on income,  all determined on a consolidated basis in accordance
with Generally Accepted Accounting Principles applied on a Consistent Basis; but
excluding as income: (i) net gains on the sale,  conversion or other disposition
of capital assets, (ii)net gains on the acquisition,  retirement, sale or other
disposition  of  capital  stock  and other  securities  of the  Borrower  or its
Subsidiaries,  (iii) net gains on the  collection of proceeds of life  insurance
policies,  (iv) any write-up of any asset,  and (v) any other net gain or credit
of an extraordinary  nature as determined in accordance with Generally  Accepted
Accounting Principles applied on a Consistent Basis;

"Consolidated  Pre-Tax Income" means, for any period of computation thereof, the
gross  revenues from  operations of the Borrower and its  Subsidiaries  less all
operating  and  non-operating  expenses  of the  Borrower  and its  Subsidiaries
excluding taxes on income,  all determined on a consolidated basis in accordance
with Generally Accepted Accounting Principles applied on a Consistent Basis; but
excluding as income: (i) net gains on the sale,  conversion or other disposition
of capital assets, (ii)net gains on the acquisition,  retirement, sale or other
disposition  of  capital  stock  and other  securities  of the  Borrower  or its
Subsidiaries,  (iii) net gains on the  collection of proceeds of life  insurance
policies,  (iv) any write-up of any asset,  and (v) any other net gain or credit
of an extraordinary  nature as determined in accordance with Generally  Accepted
Accounting Principles applied on a Consistent Basis;

"Consolidated  Rental  Expense" means and includes with respect to the period of
determination  thereof, the aggregate amount of all fixed payments (including as
such all  payments  which  the  lessee  is  obligated  to make to the  lessor on
termination  of the lease or  surrender of the leased  property)  payable by the
Borrower or any of its  Subsidiaries,  as lessee or sublessee under any lease of
real or personal  property and shall include any amounts  required to be paid by
the Borrower or any of its  Subsidiaries  (whether or not designated as rents or
additional  rents) on  account of  maintenance,  repairs,  insurance,  taxes and
similar charges;

"Consolidated  Shareholders'  Equity" means,  at any time as of which the amount
thereof is to be determined, the consolidated shareholders' equity as determined
in  accordance  with  Generally  Accepted  Accounting  Principles  applied  on a
Consistent Basis;

'Consolidated Total Assets' means, as of any date on which the amount thereof is
to be  determined,  the net book  value of all  assets of the  Borrower  and its
Subsidiaries as determined on a consolidated  basis in accordance with Generally
Accepted Accounting Principles applied on a Consistent Basis;

"Contingent  Obligation" of any Person means all contingent liabilities required
(or which,  upon the  creation or  incurring  thereof,  would be required) to be
included in the consolidated  financial  statements of such Person in accordance
with Generally Accepted Accounting  Principles applied on a Consistent Basis, as
defined by Statement No.5 of the Financial  Accounting Standards Board, and any
obligation  of  such  Person   guaranteeing  or  in  effect   guaranteeing   any
Indebtedness,  dividend or other  obligation  of any other Person (the  "primary
obligor") in any manner,  whether directly or indirectly,  including obligations
of such Person however incurred:

     (1) to purchase such  Indebtedness  or other  obligation or any property or
     assets constituting security therefor;

     (2) to  advance or supply  funds in any  manner  (i)for  the  purchase  or
     payment of such  Indebtedness or other  obligation,  or (ii)to  maintain a
     minimum working capital,  net worth or other balance sheet condition or any
     income statement condition of the primary obligor;

     (3) to grant or convey any lien, security interest, pledge, charge or other
     encumbrance  on any property or assets of such Person to secure  payment of
     such Indebtedness or other obligation;

     (4) to lease  property  or to  purchase  securities  or other  property  or
     services  primarily for the purpose of assuring the owner or holder of such
     Indebtedness  or obligation  of the ability of the primary  obligor to make
     payment of such Indebtedness or other obligation; or

     (5) otherwise to assure the owner of the Indebtedness or such obligation of
     the primary obligor against loss in respect thereof;

with respect to Contingent  Obligations,  such liabilities  shall be computed at
the amount which,  in light of all the facts and  circumstances  existing at the
time, represent the present value of the amount which can reasonably be expected
to become an actual or matured liability;

'Continue',  'Continuation'  and  'Continued'  shall  refer to the  continuation
pursuant to Section 2.09 hereof of a Eurodollar Loan from one Interest Period to
the next Interest Period;

'Convert',  'Conversion' and 'Converted' shall refer to a conversion pursuant to
Section 2.09 or Article IV of one Type of Loan into another Type of Loan;

"Cost of  Acquisition"  means,  as at the date of entering into any agreement to
Acquire any Person, the sum of the following without  duplication:  (i) any cash
or  other  property  or  the  face  amount  of  any  debt  instrument  given  as
consideration;  (ii) any Indebtedness or liabilities  assumed by the Borrower or
its Subsidiaries in connection with such Acquisition, including accounts payable
and other current  liabilities  and (iii) all amounts paid or payable in respect
of covenants not to compete, consulting agreements (either of which are required
to be capitalized in accordance with Generally Accepted  Accounting  Principles)
and other  related  contracts in  connection  with such  Acquisition;  provided,
however, that the Cost of Acquisition shall not include the value of the capital
stock  of the  Borrower  or  any  Subsidiary  to be  transferred  in  connection
therewith;

"Default"  means any event or  condition  which,  with the  giving or receipt of
notice or lapse of time or both, would constitute an Event of Default hereunder;

"Default Rate" means (i) with respect to each Eurodollar  Loan, until the end of
the Interest  Period  applicable  thereto,  a rate of two percent (2%) above the
Eurodollar  Rate  applicable to such Loan,  and thereafter at a rate of interest
per annum which shall be two percent (2%) above the Base Rate, (ii) with respect
to Base Rate Loans and Swing Line  Loans,  a rate of  interest  per annum  which
shall be two  percent  (2%)  above the Base  Rate,  (iii)  with  respect to each
Competitive  Bid  Loan,  a rate of two  percent  (2%)  above the  Absolute  Rate
applicable  to such Loan,  and (iv) in any case,  the maximum rate  permitted by
applicable law, if lower;

'Dollar  Equivalent  Amount'  means,  with  respect to a  specified  Alternative
Currency amount, the amount of Dollars into which an Alternative Currency amount
would be converted, based on the applicable Advance Date Exchange Rate;

'Dollar Value' of an Advance or Loan in an Alternative Currency means the Dollar
Equivalent  Amount of the principal  amount of such Advance or Loan, as recorded
in the Agent's records pursuant to Section 2.01(b) and Section 3.01(b);

"Dollars"  and the symbol "$" means  dollars  constituting  legal tender for the
payment of public and private debts in the United States of America;

'Eligible Assignee' means (i) a Lender; (ii) an affiliate of a Lender; and (iii)
any other financial  institution  approved by the Agent, such approval not to be
unreasonably  withheld,  and,  unless an Event of Default  has  occurred  and is
continuing at the time any  assignment  is effected in  accordance  with Section
12.01, the Borrower, such approval not to be unreasonably withheld or delayed by
the  Borrower or the Agent and such  approval to be deemed given by the Borrower
if no  objection  is  received  by the  assigning  Lender and the Agent from the
Borrower  within  five  Business  Days  after  written  notice of such  proposed
assignment has been provided by the assigning Lender to the Borrower;  provided,
however,  that neither the  Borrower  nor an  affiliate  of the  Borrower  shall
qualify as an Eligible  Assignee;  and  provided,  further,  that  Borrower  may
withhold  its  consent  if by reason of an  assignment  Borrower  will incur any
increased costs or withholding of taxes under Article IV;

"Eligible  Securities" means the following  obligations provided such securities
are  authorized to be acquired  under the  Borrower's  Cash  Management  Account
Investment Guidelines (the "Guidelines"):

     (a) Government Securities;

     (b)  the  following   debt   securities   of  the  following   agencies  or
     instrumentalities  of the United States of America if at all times the full
     faith and credit of the United States of America is pledged to the full and
     timely payment of all interest and principal thereof:

          (i) all direct or fully  guaranteed  obligations  of the United States
          Treasury; and

          (ii)   mortgage-backed   securities  and  participation   certificates
          guaranteed by the Government National Mortgage Association;

     (c)   the   following    obligations   of   the   following   agencies   or
     instrumentalities of the United States of America:

          (i)  participation  certificates  and debt  obligations of the Federal
          Home Loan Mortgage Corporation;

          (ii)  consolidated  debt  obligations,  and  obligations  secured by a
          letter of credit, of the Federal Home Loan Banks; and

          (iii) debt obligations and  mortgage-backed  securities of the Federal
          National Mortgage  Association which have not had the interest portion
          thereof severed therefrom;

     (d) obligations of any corporation organized under the laws of any state of
     the United States of America or under the laws of any other nation, payable
     in the United States of America, expressed to mature not later than 92 days
     following  the date of issuance  thereof and rated in an  investment  grade
     rating category by S&P and Moody's;

     (e)  interest  bearing  demand  or time  deposits  issued  by a  Lender  or
     certificates  of  deposit  maturing  within  one  year  from  the  date  of
     acquisition  issued by a bank or trust company  organized under the laws of
     the  United  States or of any state  thereof  having  capital  surplus  and
     undivided profits  aggregating at least  $400,000,000 and being rated A- or
     better by S&P or A-3 or better by Moody's;

     (f) Repurchase Agreements;

     (g) Pre-Refunded Municipal Obligations;

     (h)  shares of  mutual  funds  which  invest in  obligations  described  in
     paragraphs  (a) through (g) above,  the shares of which mutual funds are at
     all times rated "AAA" by S&P;

     (i) asset-backed  remarketed  certificates of participation  representing a
     fractional  undivided interest in the assets of a trust, which certificates
     are rated at least "A-1" by S&P and "P-1" by Moody's; and

     (j) those securities which comply with the Borrower's  Guidelines,  so long
     as the Agent shall have approved in writing such Guidelines.

     Obligations  listed  in  paragraphs  (a),  (b) and (c)  above  which are in
     book-entry  form must be held in a trust  account with the Federal  Reserve
     Bank or with a clearing corporation or chain of clearing corporations which
     has an account with the Federal Reserve Bank;

'EMU' means the European economic and monetary union;

"Environmental Laws" means any federal,  state or local statute, law, ordinance,
code, rule,  regulation,  order, decree, permit or license regulating,  relating
to, or imposing liability or standards of conduct concerning,  any environmental
matters or  conditions,  environmental  protection  or  conservation,  including
without limitation, the Comprehensive  Environmental Response,  Compensation and
Liability Act of 1980, as amended;  the Superfund Amendments and Reauthorization
Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended;
the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the
Clean  Water  Act,  as  amended;   together  with  all  regulations  promulgated
thereunder, and any other "Superfund" or "Superlien" law.

"ERISA" means, at any date, the Employee Retirement Income Security Act of 1974,
as amended, and the regulations  thereunder,  all as the same shall be in effect
at such date;

'Euro' means the lawful currency of the EMU;

"Euro  Business  Day" means a Business Day on which the  relevant  international
financial  markets are open for the transaction of the business  contemplated by
this Agreement in London, England and New York, New York;

'Eurodollar  Loan' means a Loan for which the rate of interest is  determined by
reference to the Eurodollar Rate;

"Eurodollar  Rate" means,  for the Interest Period for any Eurodollar  Loan, the
rate of interest per annum determined pursuant to the following formula:

         Eurodollar          Interbank Offered Rate        Applicable
         Rate            =    1-Eurodollar Reserve     +     Margin
                                   Requirement

"Eurodollar  Reserve  Requirement" means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental, or
emergency  reserves) are required to be maintained under regulations issued from
time to time by the Board of  Governors  of the Federal  Reserve  System (or any
successor) by member banks of the Federal  Reserve System against in the case of
Eurodollar Loans, Eurocurrency liabilities (as such term is used in Regulation
D). Without limiting the effect of the foregoing,  the Reserve Requirement shall
reflect any other  reserves  required to be maintained by such member banks with
respect to (i) any category of liabilities  which includes deposits by reference
to which  the  Eurodollar  Rate is to be  determined,  or (ii) any  category  of
extensions  of  credit or other  assets  which  include  Eurodollar  Loans.  The
Eurodollar Rate shall be adjusted  automatically on and as of the effective date
of any change in the Eurodollar Reserve Percentage;

"Event of  Default"  means any of the  occurrences  set forth as such in Section
10.01 hereof;

"Existing   Letters  of  Credit"   means  those  Letters  of  Credit  issued  by
NationsBank,  which are  outstanding on the Closing Date and which are described
in Schedule1.02 attached hereto;

'5 Year Commitment'  means, with respect to each Lender,  the obligation of such
Lender to make Advances to the Borrower up to an aggregate  principal  amount at
any one time outstanding equal to such Lenders Applicable Commitment Percentage
of the Total 5 Year Commitment;

'5 Year Facility' means the revolving credit facility  providing for loans of up
to $350,000,000 to the Borrower described in Section 2.01(b);

'5 Year Loan'  means a Loan or Advance  made to the  Borrower  pursuant to the 5
Year Facility;

'5 Year  Notes'  means,  collectively,  the  promissory  notes  of the  Borrower
evidencing  5 Year Loans  executed  and  delivered to the Lenders as provided in
Section 2.07(b) hereof substantially in the form attached hereto as Exhibit F-2,
with appropriate insertions as to amounts, dates and names of Lenders;

'5 Year Termination  Date' means (i) Stated 5 Year Termination Date or (ii) such
earlier date of  termination of Lenders  obligations  pursuant to Section 10.01
upon the  occurrence  of an Event of Default or (iii) such date as the  Borrower
may voluntarily  permanently  terminate the 5 Year Facility (including the Swing
Line  Facility)  and the  Competitive  Bid  Facility  by  payment in full of all
outstanding  5 Year Loans  (including  the discharge of all  Obligations  to the
Lenders and NationsBank with respect to Letters of Credit, Participations, Swing
Line Loans and Competitive Bid Loans);

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if
necessary,  to the  nearest  1/100 of 1%) equal to the  weighted  average of the
rates on  overnight  Federal  funds  transactions  with  members of the  Federal
Reserve  System  arranged by Federal  funds brokers on such day, as published by
the Federal  Reserve Bank of New York on the Business Day next  succeeding  such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for  such day  shall be such  rate on such  transactions  on the next  preceding
Business Day as so published on the next succeeding  Business Day, and (b) if no
such rate is so  published  on such next  succeeding  Business  Day, the Federal
Funds Rate for such day shall be the average  rate  charged to the agent (in its
individual  capacity)  on such day on such  transactions  as  determined  by the
Agent;

"Fiscal Year" means the twelve month period of the Borrower  beginning January 1
and ending December 31 of the same calendar year;

'Foreign Benefit Law' means any applicable statute, law, ordinance,  code, rule,
regulation,  order or  decree of any  foreign  nation  or any  province,  state,
territory,  protectorate  or other  political  subdivision  thereof  regulating,
relating  to, or imposing  liability  or  standards  of conduct  concerning  any
pension,  retirement,  healthcare,  death,  disability or other employee benefit
plan;

"Four-Quarter  Period" means a period of four full  consecutive  fiscal  quarter
periods, taken together as one accounting period;

'Funding  Bank' means any  banking  institution  approved  by the Agent  located
within a country which countrys currency constitutes an Alternative Currency;

"Generally Accepted Accounting  Principles" means those principles of accounting
set forth in  pronouncements  of the Financial  Accounting  Standards Board, the
American   Institute  of  Certified  Public  Accountants  or  which  have  other
substantial  authoritative support and are applicable in the circumstances as of
the date of a report,  as such principles are from time to time supplemented and
amended;

"Government  Securities" means direct  obligations of, or obligations the timely
payment  of  principal  and  interest  on which are  fully  and  unconditionally
guaranteed by, the United States of America;

"Governmental  Authority" shall mean any Federal, state, municipal,  national or
other   governmental   department,   commission,   board,   bureau,   agency  or
instrumentality  or  political  subdivision  thereof  or any  entity or  officer
exercising  executive,  legislative  or judicial,  regulatory or  administrative
functions of or pertaining to any government or any court,  in each case whether
of a state of the United  States,  the United  States or a foreign  governmental
entity;

"Guarantors" means each Material Subsidiary of the Borrower who shall deliver to
the Agent a Guaranty at the Closing Date and all Receivables Subsidiaries;

"Guaranty  Agreement" means that certain Guaranty and Suretyship Agreement dated
as of even date hereof in favor of the Agent, for the benefit of the Lenders, as
the same may be amended, modified or supplemented;

"Hazardous Material" means and includes any pollutant, contaminant or hazardous,
toxic or dangerous waste,  substance or material (including,  without limitation
petroleum  products,  asbestos-containing  material and lead),  the  generation,
handling, storage, disposal,  treatment, release, discharge or emission of which
is subject to any Environmental Law;

"Indebtedness"  means  with  respect to any  Person,  without  duplication,  all
Indebtedness  for  Money  Borrowed,  all  indebtedness  of such  Person  for the
acquisition of property, all indebtedness secured by any Lien on the property of
such Person whether or not such  indebtedness is assumed,  all liability of such
Person by way of  endorsements  (other  than for  collection  or  deposit in the
ordinary course of business), all Contingent Obligations, all letters of credit,
all Rate Hedging  Obligations and other items which in accordance with Generally
Accepted  Accounting  Principles is classified as a liability on a balance sheet
other than  accrued  expenses  and accrued  taxes;  but  excluding  all accounts
payable in the  ordinary  course of business so long as payment  therefor is due
within one year;  provided that in no event shall the term Indebtedness  include
partners' capital, surplus and retained earnings,  minority interest in Persons,
lease obligations (other than pursuant to Capital Leases),  reserves for current
and deferred  income taxes and investment  credits,  other deferred  credits and
reserves, and deferred compensation obligations;

"Indebtedness  for Money  Borrowed"  means all  indebtedness in respect of money
borrowed,  including  without  limitation  all Capital  Leases and the  deferred
purchase price of any property or asset, evidenced by a promissory note, bond or
similar written obligation for the payment of money (including,  but not limited
to,  conditional  sales or similar title  retention  agreements) and the undrawn
amount of all Letters of Credit;

"Interbank  Offered Rate" means,  with respect to any  Eurodollar  Loan, for the
Interest Period  applicable  thereto,  the rate per annum (rounded  upwards,  if
necessary, to the nearest 1/100 of 1%) appearing on Dow Jones Telerate Page 3750
(or any  successor  page) as the London  interbank  offered rate for deposits in
Dollars or such other applicable page in the case of an Alternative  Currency at
approximately  11:00 a.m. (London time) two Business Days prior to the first day
of such Interest  Period for a term comparable to such Interest  Period.  If for
any reason such rate is not available,  the term Interbank  Offered Rate shall
mean, for any Eurodollar  Loan for any Interest  Period  therefor,  the rate per
annum (rounded upwards,  if necessary,  to the nearest 1/100 of 1%) appearing on
Reuters  Screen LIBO Page as the London  interbank  offered rate for deposits in
Dollars or the Alternative  Currency, as the case may be, at approximately 11:00
a.m.  (London  time) two Business  Days prior to the first day of such  Interest
Period for a term comparable to such Interest Period; provided, however, if more
than one rate is  specified on Reuters  Screen LIBO Page,  the  applicable  rate
shall be the arithmetic mean of all such rates (rounded  upwards,  if necessary,
to the nearest 1/100th of 1%);

"Interest  Period" (a) for each Eurodollar Loan means a period commencing on the
date  such  Eurodollar  Loan is made or  Converted  and each  subsequent  period
commencing on the last day of the immediately preceding Interest Period for such
Eurodollar  Loan, and ending,  at the Borrower's  option,  on the date one, two,
three or six  months  thereafter  as  notified  to the  Agent by the  Authorized
Representative  three (3) Business  Days prior to the beginning of such Interest
Period in the case of a Eurodollar Loan in Dollars and four (4) Business Days in
the case of a Eurodollar Loan in an Alternative Currency; provided, that,

     (i) if the  Authorized  Representative  fails to  notify  the  Agent of the
     length  of an  Interest  Period  three (3)  Business  Days in the case of a
     Eurodollar  Loan in  Dollars  and four (4)  Business  Days in the case of a
     Eurodollar  Loan in an Alternative  Currency prior to the first day of such
     Interest  Period,  the  Loan  for  which  such  Interest  Period  was to be
     determined shall be deemed to be a Base Loan in Dollars as of the first day
     thereof;

     (ii) if an Interest  Period for a Eurodollar  Loan would end on a day which
     is not a Business  Day such  Interest  Period shall be extended to the next
     Business Day (unless such  extension  would cause the  applicable  Interest
     Period to end in the succeeding calendar month, in which case such Interest
     Period shall end on the next preceding Business Day); and

     (iii)  on  any  day,  with  respect  to  all  Revolving  Credit  Loans  and
     Competitive  Bid Loans,  there  shall not be in effect  more than seven (7)
     Interest Periods;

     (b) for each  Competitive Bid Loan means the period  commencing on the date
     of such Loan and ending on such date as may be mutually  agreed upon by the
     Borrower  and the Lender or Lenders  making  such  Competitive  Bid Loan or
     Loans, as the case may be,  comprising such Competitive Bid Loan;  provided
     that no Interest Period for a Competitive Bid Loan shall be for a period of
     less than seven nor greater than 120 days;

'Interest Rate Selection  Notice' means the telephonic or telefacsimile  request
of an Authorized  Representative to elect a subsequent Interest Period for or to
convert a Loan or Loans of any Type,  as such  election or  conversion  shall be
otherwise  permitted herein. Any Interest Rate Selection Notice shall be binding
on and  irrevocable  by the  Borrower  and,  if  given  by  telephone,  shall be
confirmed by facsimile  transmission  delivered to the Agent,  or in the case of
Swing Line Loans, NationsBank,  effective upon receipt, on the same Business Day
upon which the telephonic  request is made, by the Authorized  Representative in
the form attached hereto as Exhibit E and incorporated herein by reference;

"LC  Account  Agreement"  means the LC  Account  Agreement  dated as of the date
hereof  between the Borrower and the Agent,  as amended or modified from time to
time;

"Letter of Credit" means a standby  letter of credit issued by  NationsBank  for
the account of the Borrower in favor of a Person advancing credit or securing an
obligation on behalf of the Borrower including the Existing Letters of Credit;

"Letter of Credit  Facility" means the facility  described in Article III hereof
providing  for the  issuance by  NationsBank  for the account of the Borrower of
Letters of Credit in an  aggregate  stated  amount at any time  outstanding  not
exceeding the Total Letter of Credit Commitment;

"Letter of Credit  Outstandings"  means,  as of any date of  determination,  the
aggregate   amount   remaining   undrawn   under  all  Letters  of  Credit  plus
Reimbursement Obligations then outstanding;

"Lien" means any  interest in property  securing  any  obligation  owed to, or a
claim by, a Person other than the owner of the  property,  whether such interest
is based on the common law,  statute or contract,  and including but not limited
to the lien or security interest arising from a mortgage,  encumbrance,  pledge,
security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes. For the purposes of this Agreement, the Borrower
and its Subsidiaries  shall be deemed to be the owners of any property which any
of them have acquired or hold subject to a conditional sale agreement, financing
lease,  or other  arrangement  pursuant to which title to the  property has been
retained by or vested in some other Person for security purposes;

"Loan" or "Loans" means any borrowing  under the Revolving  Credit Loans,  Swing
Line Loans or Competitive Bid Loans;

"Loan Documents" means this Agreement,  the Notes, the Guaranty Agreements,  the
Applications and Agreements for Letters of Credit,  the LC Account Agreement and
all  other  instruments  and  documents  heretofore  or  hereafter  executed  or
delivered  to and in  favor of the  Agent  for the  benefit  of the  Lenders  in
connection with the Loans or the Letters of Credit made, issued or created under
this  Agreement as the same may be amended,  modified or  supplemented  from the
time to time;

'Loan Parties' means the Borrower and the Guarantors;

'Material  Adverse Effect' means a material  adverse effect on (i) the business,
properties, operations or condition, financial or otherwise, of the Borrower and
its  Subsidiaries,  taken as a whole, (ii) the ability of the Borrower to pay or
perform its obligations,  liabilities and indebtedness  under the Loan Documents
as such payment or performance becomes due in accordance with the terms thereof,
or (iii) the rights,  powers and  remedies of the Agent or any Lender  under any
Loan Document or the validity, legality or enforceability thereof (including for
purposes of clauses (ii) and (iii) the imposition of burdensome  conditions with
respect to such Loan Documents);

Material  Subsidiary  means those  Subsidiaries of Borrower listed on Schedule
1.03 other than those indicated as inactive and to be liquidated;

"Moody's" means Moody's Investors Service, Inc., a Delaware corporation;

"Multi-employer Plan" means an employee pension benefit plan covered by Title IV
of ERISA and in respect of which the Borrower or any Subsidiary is an "employer"
as described in Section 4001(b) of ERISA, which is also a multi-employer plan as
defined in Section 4001(a)(3) of ERISA;

"Net Funded  Indebtedness"  means Consolidated Funded Indebtedness less cash and
Eligible  Securities  (other  than those  described  in clause (j) which are not
otherwise  permitted  in clauses (a) through (i) of the  definition  of Eligible
Securities)  having a maturity  of less than one year  aggregating  in excess of
$25,000,000;

"Notes" means, collectively, the 5 Year Notes, the 364 Day Notes, the Swing Line
Note and the Competitive Bid Notes which are to be delivered to the Lenders;

"Obligations"  means  the  obligations,  liabilities  and  Indebtedness  of  the
Borrower  with  respect  to  (i)the  principal  and  interest  on the  Loans as
evidenced  by  the  Notes,  (ii)the   Reimbursement   Obligations,   (iii)  all
liabilities  of  Borrower to the  Lenders  which  arise under a Swap  Agreement,
and (iv) the payment and performance of all other  obligations,  liabilities and
Indebtedness of the Borrower to the Lenders hereunder,  under any one or more of
the other Loan Documents or with respect to the Loans;

'Outstanding  5 Year  Obligations'  means the sum of (i) the  outstanding 5 Year
Loans,  (ii) Outstanding  Letters of Credit,  (iii) Swing Line  Outstandings and
(iv) outstanding Competitive Bid Loans, all as at the date of determination;

'Outstanding  Letters of Credit' means all undrawn  amounts of Letters of Credit
plus Reimbursement Obligations;

'Outstanding 364 Day Obligations' means the sum of all outstanding 364 Day Loans
as at the date of determination;

"Participation"  means (i) with respect to any Lender  (other than  NationsBank)
and a Letter of Credit, the extension of credit represented by the participation
of such Lender  hereunder in the liability of NationsBank in respect to a Letter
of Credit issued by  NationsBank  in  accordance  with the terms hereof and (ii)
with respect to any Lender (other than  NationsBank)  and a Swing Line Loan, the
extension of credit represented by the participation of such Lender hereunder in
the liability of NationsBank in respect of a Swing Line Loan made by NationsBank
in accordance with the terms hereof;

'Permitted Liens' means:

     (a) Liens existing on the Closing Date set forth on Schedule 7.01(g);

     (b) any  Lien  for  taxes  not yet due or  taxes  or  assessments  or other
     governmental  charges which are being  actively  contested in good faith by
     appropriate proceedings;

     (c) any Liens, pledges or deposits in connection with workers compensation
     or social  security,  assessments  or other  similar  charges  or  deposits
     incidental to the conduct of the business of the Borrower or any Subsidiary
     or the  ownership  of any of their  properties  which were not  incurred in
     connection  with the  borrowing  of money or the  obtaining  of advances or
     credit and which do not in the aggregate  materially detract from the value
     of their  properties or materially  impair the use thereof in the operation
     of their businesses;

     (d) any Lien existing on any  properties of any  corporation at the time it
     becomes a Subsidiary, or existing prior to the time of acquisition upon any
     properties  acquired by the Borrower or any  Subsidiary  through  purchase,
     merger,  consolidation or otherwise, whether or not assumed by the Borrower
     or such Subsidiary;

     (e) statutory Liens of carriers,  warehousemen,  mechanics, materialmen and
     other Liens  imposed by law created in the ordinary  course of business for
     amounts  not yet  due or  which  are  being  contested  in  good  faith  by
     appropriate proceedings;

     (f) pledges or deposits  for the purpose of securing a stay or discharge in
     the course of any legal proceeding;

     (g) Liens consisting of encumbrances in the nature of zoning  restrictions,
     easements, rights and restrictions of record on the use of real property on
     the date of the  acquisition  thereof and statutory  Liens of landlords and
     lessors which in any case do not materially  detract from the value of such
     property or impair the use thereof;

     (h) any Lien in favor of the United States of America or any  department or
     agency  thereof,   or  in  favor  of  any  state  government  or  political
     subdivision  thereof,  or in favor of a prime contractor under a government
     contract of the United States,  or of any state government or any political
     subdivision  thereof,  and,  in each case,  resulting  from  acceptance  of
     partial,  progress,  advance or other  payments in the  ordinary  course of
     business under government  contracts of the United States,  or of any state
     government  or  any  political   subdivision   thereof,   or   subcontracts
     thereunder;

     (i) any  Lien  renewing,  extending,  refinancing  or  refunding  any  Lien
     permitted by clauses (a), (c),  (d), (e), (f), (g) or (h) above;  provided,
     however,  that the principal amount secured is not increased,  and the Lien
     is not extended to other properties.

"Person"  means  an  individual,  partnership,  corporation,  limited  liability
company, trust,  unincorporated  organization,  association,  joint venture or a
government or agency or political subdivision thereof;

"Pre-Refunded  Municipal  Obligations"  means  obligations  of any  state of the
United  States of America or of any municipal  corporation  or other public body
organized under the laws of any such state which are rated, based on the escrow,
in the highest investment rating category by both S&P and Moody's and which have
been irrevocably  called for redemption and advance refunded through the deposit
in escrow of Government  Securities or other debt  securities  which are (i) not
callable at the option of the issuer thereof prior to maturity, (ii) irrevocably
pledged solely to the payment of all principal and interest on such  obligations
as the same  becomes due and (iii) in a  principal  amount and bear such rate or
rates of  interest  as  shall be  sufficient  to pay in full all  principal  of,
interest,  and premium,  if any, on such  obligations as the same becomes due as
verified by a nationally recognized firm of certified public accountants;

"Prime Rate" means the per annum rate of interest  established from time to time
by  NationsBank  as its prime  rate,  which rate may not be the  lowest  rate of
interest charged by NationsBank to its customers;

"Principal  Office" means the office of the Agent presently located at 101 North
Tryon Street, 15th Floor,  Charlotte,  North Carolina 28255,  Attention:  Agency
Services  or such other  office  and  address as the Agent may from time to time
designate in writing to the Borrower;

"Rate  Hedging  Obligations"  means  any and all  obligations  of the  Borrower,
whether  absolute or contingent and howsoever and whensoever  created,  arising,
evidenced or acquired  (including  all renewals,  extensions  and  modifications
thereof and substitutions therefor),  under (a) any and all agreements,  devices
or arrangements designed to protect at least one of the parties thereto from the
fluctuations  of interest rates,  exchange rates or forward rates  applicable to
such party's assets,  liabilities or exchange transactions,  including,  but not
limited  to,   dollar-denominated  or  cross-currency   interest  rate  exchange
agreements,  forward currency exchange  agreements,  interest rate cap or collar
protection  agreements,  forward rate currency or interest  rate options,  puts,
warrants and those  commonly known as interest rate "swap"  agreements;  and (b)
any and all cancellations,  buybacks, reversals,  terminations or assignments of
any of the foregoing;

'Receivables  Subsidiary'  means a Subsidiary  of the Borrower  which  principal
business is to acquire  accounts  receivable  from the Borrower and/or its other
Subsidiaries;

"Regulation D"  means  RegulationD  of the Board as the same may be  amended or
supplemented from time to time;

"Reimbursement  Obligation"  shall  mean  at any  time,  the  obligation  of the
Borrower with respect to any Letter of Credit to reimburse  NationsBank  and the
Lenders  to the  extent of their  respective  Participations  (including  by the
receipt by NationsBank of proceeds of Loans pursuant to Section 2.01(d)(iv)) for
amounts theretofore paid by NationsBank  pursuant to a drawing under such Letter
of Credit;

"Repurchase  Agreement"  means a  repurchase  agreement  entered  into  with any
financial  institution  whose debt obligations or commercial paper are rated "A"
by either of S&P or Moody's or "A-1" by S&P or "P-1" by Moody's;

"Required  Lenders"  means,  as of any date,  Lenders on such date having Credit
Exposures (as defined below)  aggregating  at least 51% of the aggregate  Credit
Exposures  of all the  Lenders  on such  date.  For  purposes  of the  preceding
sentence,  the amount of the "Credit  Exposure" of each Lender shall be equal at
all times to its Revolving Credit Commitment; provided that, if any Lender shall
have failed to pay (x) to NationsBank  its Applicable  Commitment  Percentage of
any Swing Line Loan or (y) to NationsBank its Applicable  Commitment  Percentage
of  any  drawing  under  any  Letter  of  Credit  resulting  in  an  outstanding
Reimbursement  Obligation,  such Lender's Credit Exposure  attributable to Swing
Line  Loans  shall be  deemed to be held by  NationsBank  for  purposes  of this
definition, and such Lender's Credit exposure attributable to Letters of Credit,
Reimbursement Obligations and the Letter of Credit Commitment shall be deemed to
be held by the applicable Issuing Bank for purposes of this definition;

'Restricted  Payment'  means (a) any dividend or other  distribution,  direct or
indirect,  on account of any shares of any class of stock of  Borrower or any of
its  Subsidiaries  (other  than  those  payable or  distributable  solely to the
Borrower  or a  Subsidiary)  now or  hereafter  outstanding,  except a  dividend
payable  solely in shares of a class of stock to the holders of that class;  (b)
any redemption, conversion, exchange, retirement or similar payment, purchase or
other acquisition for value,  direct or indirect,  of any shares of any class of
stock of the Borrower or any of its  Subsidiaries  (other than those  payable or
distributable  solely  to  the  Borrower  or  a  Subsidiary)  now  or  hereafter
outstanding;  (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants,  options or other rights to acquire shares of any class of
stock of the Borrower or any of its Subsidiaries  now or hereafter  outstanding;
and (d) any issuance and sale of capital stock of any Subsidiary of the Borrower
(or any  option,  warrant  or right to  acquire  such  stock)  other than to the
Borrower;

"Revolving Credit Commitment" means, with respect to each Lender, the obligation
of such Lender to make  Advances to the  Borrower up to an  aggregate  principal
amount at any one time outstanding equal to such Lender's Applicable  Commitment
Percentage of the Total Revolving Credit Commitment;

"Revolving Credit Facilities" means the facilities  described in Section 2.01(a)
and (b)  hereof  providing  for  Loans to the  Borrower  by the  Lenders  in the
aggregate  principal amount of up to the Total Revolving Credit  Commitment less
the aggregate amount of Total Outstanding Credit Obligations;

'Revolving  Credit Loan' means a Loan made  pursuant to either of the  Revolving
Credit Facilities;

"S&P" means Standard & Poor's, a division of McGraw-Hill Companies;

"Single  Employer Plan" means any employee pension benefit plan covered by Title
IV of ERISA  and in  respect  of which  the  Borrower  or any  Subsidiary  is an
"employer"  as  described  in  Section   4001(b)  of  ERISA,   which  is  not  a
Multi-employer Plan;

"Solvent"  means,  when used with  respect  to any  Person,  that at the time of
determination:

     (i) the fair  value of its  assets is in excess of the total  amount of its
     liabilities, including, without limitation, Contingent Obligations; and

     (ii) it is then  able  and  expects  to be  able to pay its  debts  as they
     mature; and

     (iii) it has capital  sufficient  to carry on its business as conducted and
     as proposed to be conducted;

'Spot Rate of Exchange' means , (i) in determining the Dollar  Equivalent Amount
of a specified  Alternative  Currency  amount as of any date,  the spot exchange
rate  determined by the Agent in accordance  with its usual  procedures  for the
purchase by the Agent of Dollars with such Alternative Currency at approximately
10:00 A.M. on the Business  Day that is two (2) Business  Days prior to the date
of the Advance or Conversion,  and (ii) in determining the Alternative  Currency
Equivalent  Amount of a specified  Dollar amount on any date,  the spot exchange
rate  determined by the Agent in accordance  with its usual  procedures  for the
purchase by the Agent of such Alternative Currency with Dollars at approximately
10:00 A.M. on the Business  Day that is two (2) Business  Days prior to the date
of the Advance or Conversion;

'Stated 5 Year Termination Date' means October 27, 2003;

'Strategix  Subsidiaries'  means any  corporation  or other entity in which more
than 50% of its outstanding voting stock or more than 50% of all equity interest
was owned directly or indirectly by the Borrower and which were sold to Randstad
US, L.P. pursuant to an Acquisition  Agreement dated as of August 27, 1998 among
the Borrower, Randstad US, L.P. and Randstad Holding, n.v.;

"Subsidiary" means any corporation or other entity in which more than 50% of its
outstanding  voting  stock or more  than 50% of all  equity  interests  is owned
directly or indirectly by the Borrower  and/or by one or more of the  Borrower's
Subsidiaries;

"Swap  Agreement"  means one or more  agreements  with  respect to  Indebtedness
evidenced  by the Notes  between the Borrower  and a Lender,  on terms  mutually
acceptable  to such  Borrower  and such  Lender,  which  agreements  create Rate
Hedging Obligations;

"Swing Line" means the revolving  line of credit  established  by NationsBank in
favor of the Borrower pursuant to Section 2.15;

"Swing Line Loans" means loans made by NationsBank  to the Borrower  pursuant to
Section 2.15;

'Swing Line Note' means the  promissory  note of the Borrower  evidencing  Swing
Line Loans executed and delivered to NationsBank as provided in Section  2.07(d)
hereof   substantially  in  the  form  attached  hereto  as  Exhibit  F-4,  with
appropriate insertions as to amounts, dates and names;

"Swing Line Outstandings" means, as of any date of determination,  the aggregate
principal amount of all Swing Line Loans then outstanding;

'364 Day Commitment'  means, with respect to each Lender, the obligation of such
Lender to make Advances to the Borrower up to an aggregate  principal  amount at
any one time outstanding equal to such Lenders Applicable Commitment Percentage
of the 364 Day Facility;

'364 Day Facility' means the revolving credit facility providing for Loans of up
to $150,000,000 to the Borrower described in Section 2.01(a);

'364 Day  Extension  Date' means October 27, 1999 and each date  thereafter,  if
any, to which the 364 Day Termination Date has been extended pursuant to Section
2.16, but in no event later than the 5 Year Termination Date;

'364 Day Loan' means a Loan or Advance  made to the  Borrower  pursuant to a 364
Day Facility;

'364 Day  Notes'  means,  collectively,  the  promissory  notes of the  Borrower
evidencing  Loans  executed and  delivered to the Lenders as provided in Section
2.07(a) hereof  substantially  in the form attached  hereto as Exhibit F-1, with
appropriate insertions as to amounts, dates and names of Lenders;

'364 Day  Termination  Date' means the earlier of (i) the 364 Day Extension Date
or (ii) the date of  termination  of  Lenders  obligations  pursuant to Section
10.01  upon the  occurrence  of an Event of  Default,  or (iii) such date as the
Borrower may voluntarily  permanently  terminate the 364 Day Facility by payment
in full of all outstanding 364 Obligations, or (iv) the occurrence of the 5 Year
Termination Date;

'Total  Alternative   Currency   Commitment'  means  an  amount  not  to  exceed
$50,000,000;

'Total 5 Year Commitment'  means a principal  amount equal to  $350,000,000,  as
reduced from time to time in accordance with Section 2.08;

"Total Letter of Credit Commitment" means an amount not to exceed $40,000,000;

'Total Outstanding  Credit  Obligations' means the sum of the Outstanding 5 Year
Obligations and the Outstanding 364 Day Obligations;

"Total  Revolving  Credit   Commitment"   means  a  principal  amount  equal  to
$500,000,000, as reduced from time to time in accordance with Section 2.08;

'Total 364 Day Commitment'  means a principal amount equal to  $150,000,000,  as
reduced from time to time in accordance with Section 2.08;

'Type' shall mean any type of Loan (i.e., a Base Loan or Eurodollar Loan);

"Unused  Fee" means the fee  payable by Borrower to the Agent for the benefit of
the Lenders  pursuant to Section  2.12,  such fee to be  determined as set forth
under the definition of Applicable Margin;

'Year 2000 Compliant' means all computer applications  (including those affected
by information received from its suppliers and vendors) that are material to the
Borrowers or any of its Subsidiaries  business and operations will on a timely
basis be able to perform properly  data-sensitive  functions involving all dates
on and after January 1, 2000;

'Year  2000  Problem'  means the risk  that  computer  applications  used by the
Borrower and any of its  Subsidiaries  (including  those affected by information
received  from its suppliers and vendors) may be unable to recognize and perform
properly  data-sensitive  functions involving certain dates on and after January
1, 2000.

1.02 Accounting  Terms.  All accounting  terms not  specifically  defined herein
shall  have the  meanings  assigned  to such terms and shall be  interpreted  in
accordance with Generally Accepted Accounting Principles applied on a Consistent
Basis.


1.03 Cross References. Unless otherwise specified,  references in this Agreement
and in each Loan  Document  to any  Article or Section  are  references  to such
Article or Section of this Agreement or such Loan Document,  as the case may be,
and,  unless  otherwise  specified,   references  in  any  Article,  Section  or
definition to any clause are references to such clause of such Section,  Article
or definition.

1.04 Accounting and Financial  Determinations.  Where the character or amount of
any  asset  or  liability  or  item of  income  or  expense  is  required  to be
determined,  or any  accounting  computation  is  required  to be made,  for the
purpose of this  Agreement,  such  determination  or calculation  shall,  to the
extent  applicable,  be made in accordance  with Generally  Accepted  Accounting
Principles applied on a Consistent Basis except insofar as:

     (a)  the  Borrower  shall  have  elected  (with  the   concurrence  of  its
     independent  public  accountant and upon prior written  notification to the
     Lenders) to adopt more recently  promulgated  Generally Accepted Accounting
     Principles  (which  election  shall continue to be effective for subsequent
     years); and

     (b) the  Agent  and the  Required  Lenders  shall  have  consented  to such
     election (it being understood that such consent may be conditioned upon the
     implementation of such changes to Sections 8.01 and 8.02 as are appropriate
     to reflect such adoption of more recently  promulgated  Generally  Accepted
     Accounting  Principles  and it being further  understood  that such consent
     shall  be  deemed  to have  been  given  upon  the  implementation  of such
     changes).

     Upon a change in Generally  Accepted  Accounting  Principles  which becomes
     effective  after the Closing Date which would have a material effect on the
     Company's  consolidated financial statements and the assets and liabilities
     reflected therein or otherwise affect the calculation or the application of
     the covenants  contained in Article VIII hereof or the  calculation  of the
     Applicable  Margin,  such  change  shall not be given  effect for  purposes
     hereof  until  sixty (60) days from the  otherwise  effective  date of such
     change. Prior to such effectiveness the Agent, the Lenders and the Borrower
     shall in good faith  negotiate to amend the  pertinent  provisions  of this
     Agreement  to account for such change to the extent  appropriate  to effect
     the  substance  thereof as of the Closing Date. If such an amendment is not
     entered  into with  respect to any such  change,  such change  shall not be
     given effect for purposes hereof.

1.05 General  Provisions  Relating to Definitions.  Terms for which meanings are
defined in this  Agreement  shall apply equally to the singular and plural forms
of the terms  defined.  Whenever  the context  may  require,  any pronoun  shall
include  the  corresponding  masculine,  feminine  and  neuter  forms.  The term
"including" means including,  without limiting the generality of any description
preceding  such  term.  Each  reference  herein to any  Person  shall  include a
reference to such Person's  successors and permitted assigns.  References to any
instrument  defined in this  Agreement  refer to such  instrument  as originally
executed or, if subsequently varied, replaced or supplemented from time to time,
as so varied,  replaced or  supplemented  and in effect at the relevant  time of
reference thereto.

1.06 Time. Unless otherwise indicated,  all references to time are to Charlotte,
North Carolina time.
<PAGE> 
                                   ARTICLE II

                                    The Loans

2.01 Revolving Credit Facilities

(a) 364 Day Facility.  Subject to the terms and  conditions  of this  Agreement,
each Lender severally agrees to make Advances to the Borrower, from time to time
from the Closing Date until the 364 Day Termination  Date on a pro rata basis as
to the total  borrowing  requested by the Borrower under the 364 Day Facility on
any  day  determined  by its  Applicable  Commitment  Percentage  up to but  not
exceeding the 364 Day  Commitment of such Lender,  provided,  however,  that the
Lenders  will not be required and shall have no  obligation  to make any Advance
(i) so long as a Default or an Event of Default has occurred  and is  continuing
or (ii) if the  Agent,  in  accordance  with the  terms of this  Agreement,  has
accelerated  the  maturity  of the  Notes  as a result  of an Event of  Default;
provided further, however, that immediately after giving effect to each Advance,
the principal  amount of Outstanding  364 Day  Obligations  shall not exceed the
Total 364 Day Commitment. Within such limits, the Borrower may borrow, repay and
reborrow  hereunder,  on a Business Day from the Closing Date until,  but (as to
borrowings  and  reborrowings)  not  including,  the 364 Day  Termination  Date;
provided,  however,  that  (x)no  Eurodollar  Loan  shall be made  which has an
Interest  Period that extends beyond the 364 Day  Termination  Date and (y)each
Eurodollar  Loan may,  subject to the provisions of Section 2.09, be repaid only
on the last day of the Interest  Period with respect thereto unless such payment
is accompanied by the additional  payment, if any, required by Section 4.05. The
Borrower agrees that if at any time the  Outstanding  364 Day Obligations  shall
exceed the Total 364 Day Commitment,  the Borrower shall immediately  reduce the
outstanding principal amount of the 364 Day Loans such that, as a result of such
reduction,  the Outstanding  364 Day Obligations  shall not exceed the Total 364
Day Commitment.

(b) 5 Year Facility. Subject to the terms and conditions of this Agreement, each
Lender severally  agrees to make Advances in Dollars or an Alternative  Currency
(as specified in the  respective  Borrowing  Notice) to the Borrower under the 5
Year Facility from time to time from the Closing Date until the 5 Year Revolving
Credit Termination Date on a pro rata basis as to the total borrowing  requested
by the Borrower on any day  determined  by such Lender's  Applicable  Commitment
Percentage up to but not exceeding a Dollar Value equal to the 5 Year Commitment
of such  Lender,  provided,  however,  that the Lenders will not be required and
shall have no obligation to make any such Advance (i) so long as a Default or an
Event of  Default  has  occurred  and is  continuing  or (ii) if the  Agent  has
accelerated the maturity of any of the Notes as a result of an Event of Default;
provided  further,  however,  that immediately  after giving effect to each such
Advance,  the  Dollar  Value  of the  principal  amount  of  Outstanding  5 Year
Obligations shall not exceed the Total 5 Year Commitment and the Dollar Value of
outstanding  Advances  in  Alternative  Currencies  shall not  exceed  the Total
Alternative  Currency  Commitment.  Within such limits, the Borrower may borrow,
repay and reborrow  under the 5 Year Facility on a Business Day from the Closing
Date until, but (as to borrowings and  reborrowings)  not including,  the 5 Year
Termination Date; provided,  however,  that (y)no Eurodollar Loan shall be made
which has an Interest  Period that extends beyond the Stated 5 Year  Termination
Date and (z)each  Eurodollar  Loan may,  subject to the  provisions  of Section
2.09, be repaid only on the last day of the Interest Period with respect thereto
unless such payment is accompanied by the additional  payment,  if any, required
by Section 4.05. The Borrower  agrees that if at any time the Outstanding 5 Year
Obligations  shall  exceed  the  Total 5 Year  Commitment,  the  Borrower  shall
immediately  reduce the  outstanding  principal  amount of the 5 Year Loans such
that, as a result of such reduction,  the Outstanding 5 Year  Obligations  shall
not exceed the Total 5 Year Commitment.

(c) Amounts.  (i) Each request for an Advance of an Alternative Currency under a
Borrowing  Notice  shall  constitute  the  Borrowers  request for a Loan of the
Dollar  Value  of the  amount  of the  Alternative  Currency  specified  in such
Borrowing  Notice and for such Loan to be made  available  by the Lenders to the
Borrower in the  Alternative  Currency  Equivalent  Amount of such Dollar  Value
(determined based on the Advance Date Exchange Rate applicable to such Advance).
The principal  amount  outstanding  on any Loan shall be recorded in the Agents
records in Dollars (in the case of an Advance of an  Alternative  Currency as if
the Loan had  initially  been  made in  Dollars),  based  on the  amount  of any
Eurodollar  Loan  Advance and on the Dollar  Value of the initial  Advance of an
Alternative  Currency,  as reduced  from time to time by the  Dollar  Equivalent
Amount (based on the Advance Date  Exchange Rate  applicable to such Advance) of
any principal payments with respect to such Advance.  Advances in an Alternative
Currency  shall be limited to Eurodollar  Rate Loans.  In the event a Eurodollar
Loan of an  Alternative  Currency is  Continued,  such  election to Continue the
Eurodollar  Loan shall be treated as an Advance and the Agent  shall  notify the
Borrower and the Lenders of the Advance Date Exchange Rate,  Interest Period and
the Eurodollar Rate for such Continued  Eurodollar  Loan. The Lenders shall each
be deemed to have made an Advance to the Borrower of its  Applicable  Commitment
Percentage of such Loan of an Alternative Currency and the Agent shall apply the
Advance  Date  Exchange  Rate for such new  Interest  Period  to such  Continued
Alternative Currency Equivalent Amount to determine the new Dollar Value of such
Eurodollar  Loan  and  shall  adjust  its  books  and  the  Outstanding  5  Year
Obligations.  In the event that such adjustment with respect to a Continued Loan
would cause either the total Dollar Value of  Outstanding 5 Year  Obligations to
exceed  the  Total 5 Year  Commitment  or the  Dollar  Value  of such  Continued
Alternative  Currency Equivalent Amount to exceed the Total Alternative Currency
Commitment,  the  Borrower  shall,  immediately  on the  effective  date of such
Continuation,  repay (a Rate Adjustment Payment) the portion of such Continued
Loan (applying the new Advance Date Exchange Rate)  necessary to ensure that the
total Dollar Value of all  Outstanding  5 Year  Obligations  does not exceed the
Total 5 Year Commitment and that the Dollar Value of such Continued  Alternative
Currency  Equivalent  Amount  does not  exceed  the Total  Alternative  Currency
Commitment,  provided,  however,  that the Borrower shall not be required to pay
any  additional  compensation  pursuant  to  Section  4.02  with  respect  to  a
prepayment  of a Loan  required  by this  sentence  if such  prepayment  is made
immediately  on the  effective  date  of the  Continuation  giving  rise to such
prepayment and no notice of such prepayment shall be required.  For the purposes
of determining the maximum amount of Outstanding 5 Year  Obligations  hereunder,
it is intended by the parties that all Loans shall be the functional  equivalent
of Loans made and repaid (based on the applicable Advance Date Exchange Rate for
each Advance) in Dollars. It is recognized that one or more Lenders may elect to
record Loans or Advances in  Alternative  Currencies.  The Agent shall  maintain
records  sufficient to identify at any time,  (A) the Advance Date Exchange Rate
with  respect to each  Advance,  and (B) the portion of the  Outstanding  5 Year
Obligations attributable to each Advance.

     (ii) Except as otherwise  permitted  by the Lenders from time to time,  the
     aggregate  unpaid  principal  amount  (including  with  respect to Loans of
     Alternative  Currencies  the total Dollar Value) of the  Outstanding 5 Year
     Obligations shall not exceed at any time the Total 5 Year Commitment,  and,
     in the event there shall be outstanding any such excess, the Borrower shall
     immediately  make such  payments and  prepayments  as shall be necessary to
     comply with this  restriction.  At no time shall the outstanding  principal
     amount of Swing Line Loans exceed $20,000,000.  Each Loan hereunder,  other
     than Base Rate Refunding  Loans and Swing Line Loans,  and each  Conversion
     under Section 2.08,  shall be (A) in the case of Loans made in Dollars,  in
     an amount of at least  $5,000,000,  and,  if greater  than  $5,000,000,  an
     integral  multiple of  $1,000,000,  and (B) in the case of Loans made in an
     Alternative  Currency,  in  an  amount  of  at  least  $5,000,000  (or  the
     equivalent  thereof in any  Alternative  Currency),  and,  if greater  than
     $5,000,000,  an integral multiple of $1,000,000 (or the equivalent  thereof
     if in any Alternative Currency).

(d) Advances and Rate  Selection.  An Authorized  Representative  shall give the
Agent (A) at least  three  (3)  Business  Days'  irrevocable  written  notice by
telefacsimile  transmission  of a Borrowing  Notice or Interest  Rate  Selection
Notice (as applicable) with appropriate  insertions,  effective upon receipt, of
each Eurodollar Loan (whether  representing an additional borrowing hereunder or
the Conversion of a borrowing  hereunder) prior to 10:30 A.M., (B) at least four
(4)  Business  Days'  irrevocable  notice  by  telefacsimile  transmission  of a
Borrowing  Notice  or  Interest  Rate  Selection  Notice  (as  applicable)  with
appropriate  insertions,  effective upon receipt,  of each Alternative  Currency
Loan (whether  representing an additional  borrowing hereunder or the Conversion
of a borrowing hereunder) prior to 10:30 A.M. and (C) irrevocable written notice
by  telefacsimile  transmission of a Borrowing Notice or Interest Rate Selection
Notice (as applicable) with appropriate  insertions,  effective upon receipt, of
each Revolving  Credit Loan (other than Base Rate Refunding  Loans to the extent
the same are effected without notice pursuant to Section  2.01(d)(iv)) that is a
Base  Loan  (whether  representing  an  additional  borrowing  hereunder  or the
Conversion  of  borrowing  hereunder)  prior  to 10:30  A.M.  on the day of such
proposed Base Loan.  Each such notice shall specify the amount of the borrowing,
whether  Dollar  or  Alternative  Currency,  the  type  of  Loan  (Base  Rate or
Eurodollar  Rate), the date of borrowing and, if a Eurodollar Loan, the Interest
Period to be used in the  computation  of  interest.  Notice of  receipt of such
Borrowing Notice or Interest Rate Selection Notice, as the case may be, together
with the amount of each  Lender's  portion of an Advance  requested  thereunder,
shall  be  promptly  provided  by the  Agent  to each  Lender  by  telefacsimile
transmission,  but  (provided the Agent shall have received such notice by 10:30
A.M.) not later than 1:00 P.M.  on the same day as the  Agent's  receipt of such
notice.  At  approximately  10:00 A.M. two (2) Business Days  preceding the date
specified for an Advance of an Alternative  Currency,  the Agent shall determine
the Advance Date Exchange Rate and the  applicable  Eurodollar  Rate.  Not later
than 10:45 A.M. two (2) Business  Days  preceding  the date  specified  for each
Advance of an  Alternative  Currency,  the Agent shall  provide the Borrower and
each Lender notice by  telefacsimile  transmission  of the Advance Date Exchange
Rate  applicable  to such  Advance,  and  the  applicable  Alternative  Currency
Equivalent  Amount of the Loan or Loans  required  to be made by each  Lender on
such  date,  and the  Dollar  Value  of such  Loan or Loans  and the  applicable
Eurodollar Rate.

     (ii) (A) In the case of Advances  in  Dollars,  not later than 2:00 P.M. on
     the date specified for each borrowing  under this Section 2.01, each Lender
     shall,  pursuant  to the  terms  and  subject  to the  conditions  of  this
     Agreement,  make the amount of the  Advance or Advances to be made by it on
     such day  available by wire  transfer to the Agent in the amount of its pro
     rata share,  determined  according to such Lender's  Applicable  Commitment
     Percentage  of the  Revolving  Credit Loan or Revolving  Credit Loans to be
     made on such day. Such wire transfer  shall be directed to the Agent at the
     Principal  Office  and  shall  be  in  the  form  of  Dollars  constituting
     immediately  available  funds.  The amount so received by the Agent  shall,
     subject to the terms and conditions of this Agreement, be made available to
     the Borrower by delivery of the proceeds thereof to the Borrower's  Account
     or otherwise as shall be directed in the applicable Borrowing Notice by the
     Authorized Representative and reasonably acceptable to the Agent.

          (B) In the case of Advances of an Alternative Currency, not later than
          10:00 A.M. on the date specified for each Advance,  each Lender shall,
          pursuant to the terms and subject to the conditions of this Agreement,
          make  the  amount  of the  Loan or  Loans to be made by it on such day
          available to the Borrower at the Funding  Bank,  to the account of the
          Agent with the  Funding  Bank.  The amount so  received by the Funding
          Bank shall,  subject to the terms and conditions of the Loan Documents
          and upon  instruction  from the Agent to the Funding  Bank on the same
          day or immediately preceding day but no later than 10:00 A.M., be made
          available  to the  Borrower by delivery  of the  Alternative  Currency
          Equivalent Amount to the Borrowers account with the Funding Bank.

     (iii) The  Borrower  shall  have the  option to elect the  duration  of the
     initial  and any  subsequent  Interest  Periods and to Convert the Loans in
     accordance  with  Section  2.09.  Eurodollar  Loans  and Base  Loans may be
     outstanding  at the  same  time,  provided,  however,  there  shall  not be
     outstanding  at any one time  Eurodollar  Loans  having more than seven (7)
     different  Interest  Periods.  If the Agent  does not  receive a  Borrowing
     Notice or an Interest  Rate  Selection  Notice giving notice of election of
     the  duration  of an  Interest  Period or of  Conversion  of any Loan to or
     Continuation  of a Loan as a  Eurodollar  Loan by the  time  prescribed  by
     Section  2.01(c) or 2.09,  the Borrower  shall be deemed to have elected to
     Convert  such  Loans to (or  continue  such Loan as) a Base Loan in Dollars
     until the Borrower notifies the Agent in accordance with Section 2.09.

     (iv)  Notwithstanding the foregoing,  if a drawing is made under any Letter
     of Credit,  such  drawing is honored by  NationsBank  prior to the Stated 5
     Year  Termination  Date,  and the  Borrower  shall  not  immediately  fully
     reimburse  NationsBank  in respect of such  drawing,  (A) provided that the
     conditions  to  making  a 5 Year  Loan as  herein  provided  shall  then be
     satisfied,  the Reimbursement Obligation arising from such drawing shall be
     paid to  NationsBank  by the Agent without the  requirement of notice to or
     from the Borrower from immediately  available funds which shall be advanced
     as a Base Rate  Refunding  Loan by each Lender under the 5 Year Facility in
     an amount equal to such Lenders Applicable  Commitment  Percentage of such
     Reimbursement Obligation, and (B) if the conditions to making a 5 Year Loan
     as herein  provided shall not then be satisfied,  each of the Lenders shall
     fund  by  payment  to  the  Agent  (for  the  benefit  of  NationsBank)  in
     immediately   available  funds  the  purchase  from  NationsBank  of  their
     respective  Participations in the related Reimbursement Obligation based on
     their respective Applicable  Commitment  Percentages of the Total Letter of
     Credit Commitment.  If a drawing is presented under any Letter of Credit in
     accordance  with the terms thereof and the Borrower  shall not  immediately
     reimburse  NationsBank in respect  thereof,  then notice of such drawing or
     payment  shall be  provided  promptly by  NationsBank  to the Agent and the
     Agent  shall  promptly  provide  notice  to each  Lender  by  telephone  or
     telefacsimile transmission. If notice to the Lenders of a drawing under any
     Letter  of Credit  is given by the  Agent at or  before  12:00  noon on any
     Business Day, each Lender shall,  pursuant to the  conditions  specified in
     this Section  2.01(d)(iv),  either make a Base Rate  Refunding Loan or fund
     the purchase of its Participation in the amount of such Lender's Applicable
     Commitment  Percentage of such drawing or payment and shall pay such amount
     to the Agent for the  account of  NationsBank  at the  Principal  Office in
     Dollars and in  immediately  available  funds  before 2:30 P.M. on the same
     Business  Day.  If notice  to the  Lenders  of a drawing  under a Letter of
     Credit is given by the Agent after  12:00 noon on any  Business  Day,  each
     Lender  shall,  pursuant  to  the  conditions  specified  in  this  Section
     2.01(d)(iv), either make a Base Rate Refunding Loan or fund the purchase of
     its  Participation  in the amount of such  Lender's  Applicable  Commitment
     Percentage  of such  drawing  or payment  and shall pay such  amount to the
     Agent for the account of NationsBank at the Principal Office in Dollars and
     in  immediately  available  funds before  12:00 noon on the next  following
     Business Day. Any such Base Rate  Refunding  Loan shall be advanced as, and
     shall continue as, a Base Loan unless and until the Borrower  Converts such
     Base Loan in accordance with the terms of Section 2.09.

2.02 Competitive Bid Loans

(a) In  addition  to  Revolving  Credit  Loans,  at any time prior to the 5 Year
Termination  Date and provided no Default or Event of Default exists  hereunder,
the Borrower may, as set forth in this Section 2.02, request the Lenders to make
offers to make  Competitive  Bid Loans under the 5 Year Facility to the Borrower
in Dollars.  The Lenders may, but shall have no obligation  to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers in
the manner set forth in this  Section  2.02.  Competitive  Bid Loans  shall bear
interest at the  Absolute  Rate.  There may be no more than seven (7)  different
Interest  Periods,  for both Revolving  Credit Loans and  Competitive  Bid Loans
outstanding  at the same time  (for  which  purpose  Interest  Periods  for each
Revolving  Credit  Loan and each  Competitive  Bid Loan  shall be  deemed  to be
different  Interest  Periods  even  if  they  are  coterminous).  The  aggregate
principal amount of all outstanding Competitive Bid Loans, together with the sum
of all other Outstanding 5 Year  Obligations,  shall not exceed the Total 5 Year
Commitment  at any time.  The  aggregate  principal  amount  of all  outstanding
Competitive Bid Loans shall not exceed one hundred percent (100%) of the Total 5
Year  Commitment at any time. No Competitive Bid Loan shall have a maturity date
subsequent to the 5 Year Termination Date. The aggregate  outstanding  principal
amount of Competitive  Bid Loans of any Lender shall not at any time exceed such
Lenders 5 Year Commitment.

(b) When the Borrower wishes to request offers to make Competitive Bid Loans, it
shall  give the Agent  (which  shall  promptly  notify  the  Lenders)  notice (a
"Competitive  Bid Quote Request") to be received no later than 11:00 a.m. on the
fourth  Business Day next preceding the date of borrowing  proposed  therein (or
such other time and date as the Borrower and the Agent,  with the consent of the
Required Lenders, may agree). The Borrower may request the Agent to issue offers
to make Competitive Bid Loans for up to two (2) different  Interest Periods in a
single notice; provided that the request for each separate Interest Period shall
be  deemed  to be a  separate  Competitive  Bid  Quote  Request  for a  separate
borrowing (a "Competitive  Bid Borrowing") and there shall not be outstanding at
any  one  time  more  than  four  (4)  Competitive  Bid  Borrowings.  Each  such
Competitive  Bid Quote Request shall be  substantially  in the form of ExhibitH
attached  hereto and  incorporated  herein by reference  and shall specify as to
each Competitive Bid Borrowing:

     (i) the proposed date of such borrowing, which shall be a Business Day;

     (ii) the aggregate amount of such Competitive Bid Borrowing, which shall be
     at least $10,000,000 (or in increments of $1,000,000 in excess thereof) but
     shall  not cause the  limits  specified  in  Section  2.02(a)  hereof to be
     violated;

     (iii) the duration of the Interest Period applicable thereto; and

     (iv) the date on which the Competitive Bid Quotes are to be submitted if it
     is  before  the  proposed  date  of  borrowing  (the  date  on  which  such
     Competitive Bid Quotes are to be submitted is called the "Quotation Date").

     Except as otherwise provided in this Section 2.02(b),  no more than two (2)
     Competitive Bid Quote Requests shall be given within five (5) Business Days
     (or such  other  number of days as the  Borrower  and the  Agent,  with the
     consent of the Required  Lenders,  may agree) of any other  Competitive Bid
     Quote Request.  Together with each  Competitive Bid Quote Request which the
     Borrower requires the Agent to issue pursuant to this Section 2.02(b),  the
     Borrower  shall  pay to the  Agent  for  the  account  of the  Agent  a bid
     administration fee of $1,500.00 per Competitive Bid Borrowing.

(c) (i)  Each  Lender  may  submit  one or more  Competitive  Bid  Quotes,  each
containing  an  offer  to  make  a  Competitive  Bid  Loan  in  response  to any
Competitive  Bid Quote Request;  provided that, if the Borrowers  request under
Section 2.02(b) hereof specified more than one Interest Period,  such Lender may
make a single submission  containing one or more Competitive Bid Quotes for each
such Interest Period.  Each Competitive Bid Quote must be submitted to the Agent
not later than 9:30 a.m. on the  Quotation  Date (or such other time and date as
the Borrower and the Agent, with the consent of the Required Lenders, may agree)
provided  that any  Competitive  Bid Quote may be submitted by the Agent (or its
Applicable Lending Office) only if the Agent (or such Applicable Lending Office)
notifies the Borrower of the terms of the offer contained therein not later than
9:15 a.m. on the Quotation  Date.  Subject to Articles IV, VI and X hereof,  any
Competitive  Bid Quote so made shall be  irrevocable  except with the consent of
the Agent given on the written instructions of the Borrower.

     (ii) Each  Competitive  Bid  Quote  shall be  substantially  in the form of
     Exhibit G attached  hereto and  incorporated  herein by reference and shall
     specify:

          (A) the proposed date of borrowing and the Interest Period therefor;

          (B) the principal  amount of the  Competitive  Bid Loan for which each
          such offer is being made,  which  principal  amount  shall be at least
          $5,000,000  (or  in  increments  of  $1,000,000  in  excess  thereof);
          provided that the aggregate  principal  amount of all  Competitive Bid
          Loans for which a Lender  submits  Competitive  Bid Quotes (x) may not
          exceed the 5 Year Commitment of such Lender and (y) may not exceed the
          principal  amount of the  Competitive  Bid  Borrowing for a particular
          Interest Period for which offers were requested;

          (C) the rate of interest per annum (rounded upwards, if necessary,  to
          the nearest  1/10,000th of 1%) offered for each such  Competitive  Bid
          Loan (the "Absolute Rate"); and

          (D) the identity of the quoting Lender.

          Unless otherwise agreed by the Agent and the Borrower,  no Competitive
          Bid Quote shall contain qualifying, conditional or similar language or
          propose  terms  other  than or in  addition  to those set forth in the
          applicable  Competitive  Bid Quote  Request  and,  in  particular,  no
          Competitive  Bid  Quote  may be  conditioned  upon  acceptance  by the
          Borrower of all (or some specified minimum) of the principal amount of
          the Competitive Bid Loan for which such Competitive Bid Quote is being
          made.

(d) The Agent shall, as promptly as practicable  after the Competitive Bid Quote
is  submitted  (but in any event not later  than  10:30  A.M.  Charlotte,  North
Carolina time on the Quotation  Date or such other time and date as the Borrower
and the Agent, with the consent of the Required Lenders, may agree),  notify the
Borrower of the terms (i) of any  Competitive  Bid Quote  submitted  by a Lender
that is in accordance  with Section  2.02(c) hereof and (ii) of any  Competitive
Bid Quote that  amends,  modifies or is otherwise  inconsistent  with a previous
Competitive  Bid  Quote  submitted  by such  Lender  with  respect  to the  same
Competitive Bid Quote Request.  Any such subsequent  Competitive Bid Quote shall
be  disregarded  by the Agent unless such  subsequent  Competitive  Bid Quote is
submitted  solely to correct a manifest  error in such  former  Competitive  Bid
Quote.  The Agents  notice to the  Borrower  shall  specify  (A) the  aggregate
principal  amount of the  Competitive  Bid  Borrowing for which orders have been
received and (B) the respective  principal amounts and Absolute Rates so offered
by each Lender (identifying the Lender that made each Competitive Bid Quote).

(e) Not later than 11:00 A.M. on the Quotation Date (or such other time and date
as the Borrower and the Agent,  with the consent of the  Required  Lenders,  may
agree),  the Borrower shall notify the Agent of its acceptance or  nonacceptance
of the offers so  notified to it  pursuant  to Section  2.02(d)  hereof (and the
failure  of the  Borrower  to give such  notice by such  time  shall  constitute
nonacceptance)  and the Agent shall promptly notify each affected Lender. In the
case of acceptance,  such notice shall specify the aggregate principal amount of
offers for each Interest  Period that are accepted.  The Borrower may accept any
Competitive  Bid Quote in whole or in part  (provided that any  Competitive  Bid
Quote  accepted  in part  shall  be at  least  $5,000,000  or in  increments  of
$1,000,000 in excess thereof); provided that:

     (i) the aggregate  principal  amount of each  Competitive Bid Borrowing may
     not exceed the applicable  amount set forth in the related  Competitive Bid
     Quote Request;

     (ii) the aggregate principal amount of each Competitive Bid Borrowing shall
     be at least  $5,000,000  (or an increment of $1,000,000 in excess  thereof)
     but shall not cause the limits  specified in  Section2.02(a)  hereof to be
     violated;

     (iii) except as provided  below,  acceptance of Competitive  Bid Quotes for
     any Interest  Period may be made only in ascending order of Absolute Rates,
     beginning with the lowest rate so offered; and

     (iv) the  Borrower  may not accept  any  Competitive  Bid Quote  where such
     Competitive  Bid Quote fails to comply with Section  2.02(c)(ii)  hereof or
     otherwise  fails  to  comply  with  the   requirements  of  this  Agreement
     (including, without limitation, Section 2.02(a) hereof).

     Any of the conditions above notwithstanding,  the Borrower may, in its sole
     discretion, accept a Competitive Bid Quote that does not contain the lowest
     Absolute Rate where  acceptance of the Competitive Bid Quote containing the
     lowest Absolute Rate would cause the Outstanding 5 Year  Obligations  owing
     to a Lender or  Lenders  offering  the lowest  Absolute  Rate to exceed the
     Total 5 Year Commitment.

     If  Competitive  Bid Quotes are made by two or more  Lenders  with the same
     Absolute Rates for a greater aggregate  principal amount than the amount in
     respect  of which  Competitive  Bid  Quotes are  accepted  for the  related
     Interest Period after the acceptance of all Competitive Bid Quotes, if any,
     of all lower Absolute Rates offered by any Lender for such related Interest
     Period,  the principal  amount of Competitive Bid Loans in respect of which
     such Competitive Bid Quotes are accepted shall be allocated by the Borrower
     among such Lenders as nearly as possible (in amounts of at least $1,000,000
     or in  increments  of $100,000  in excess  thereof)  in  proportion  to the
     aggregate  principal amount of such Competitive Bid Quotes.  Determinations
     by the Borrower of the amounts of Competitive  Bid Loans and the lowest bid
     after adjustment as provided in Section 2.02(e)(iii) shall be conclusive in
     the absence of manifest error.

(f) Any Lender whose offer to make any  Competitive  Bid Loan has been  accepted
shall,  not later than 1:00 p.m.  on the date  specified  for the making of such
Loan,  make the  amount of such  Loan  available  to the Agent at the  Principal
Office in  Dollars  and in  immediately  available  funds,  for  account  of the
Borrower.  The amount so received by the Agent  shall,  subject to the terms and
conditions of this Agreement,  be made available to the Borrower on such date by
depositing  the same,  in Dollars and in  immediately  available  funds,  in the
Borrowers Account.

2.03 Payment of Interest.  (a) The Borrower  shall pay interest (i) to the Agent
at the Principal  Office for the account of each Lender on the  outstanding  and
unpaid  principal  amount of each  Revolving  Credit Loan made by such Lender in
Dollars for the period commencing on the date of such Loan until such Loan shall
be due at the Eurodollar  Rate or the Base Rate, as elected or deemed elected by
the Borrower or otherwise  applicable to such Loan as herein  provided,  (ii) to
the  Agent  at the  Principal  Office  for the  account  of each  Lender  on the
outstanding and unpaid  principal  amount of each Revolving  Credit Loan made by
such  Lender  in an  Alternative  Currency,  such  payment  to be  made  in  the
Alternative Currency, (iii) to the Agent at the Principal Office for the account
of the Lender making a Competitive  Bid Loan, at the Absolute  Rate, and (iv) to
the  Agent  in the  case of each  Swing  Line  Loan,  at the  Adjusted  CD Rate;
provided,  however,  that if any amount shall not be paid when due (at maturity,
by  acceleration  or otherwise),  all amounts  outstanding  hereunder shall bear
interest  thereafter  at the Default  Rate from the date such amount was due and
payable until the date such amount is paid in full.

     (b) Interest on each Revolving Credit Loan,  Competitive Bid Loan and Swing
     Line  Loan  shall  be  computed  on the  basis  of a year of 360  days  and
     calculated  for  the  actual  number  of  days  elapsed.  Interest  on each
     Revolving Credit Loan and Competitive Bid Loan shall be paid  (i)quarterly
     in arrears on the last  Business  Day of each March,  June,  September  and
     December,  commencing  December 31, 1998, for each Base Loan and Swing Line
     Loan,  (ii) on the  last day of the  applicable  Interest  Period  for each
     Eurodollar  Loan and, if such Interest  Period  extends for more than three
     (3) months,  at  intervals  of three (3) months after the first day of such
     Interest Period,  and (iii) upon the 5 Year Termination Date in the case of
     5 Year Loans and the 364 Day Termination Date in the case of 364 Day Loans.
     Interest payable at the Default Rate shall be payable on demand.

2.04 Payment of  Principal.  The  principal  amount of the  Outstanding  364 Day
Obligations and Outstanding 5 Year  Obligations  shall be due and payable to the
Agent for the benefit of each Lender in full on the 364 Day Termination  Date in
the case of 364 Day Loans and the 5 Year  Termination Date in the case of 5 Year
Loans, or earlier as specifically  provided herein.  Such principal amount shall
be recorded in Dollars as set forth in Section 2.01. The principal amount of all
Competitive  Bid Loans  shall be due and payable to the Agent for the benefit of
the  Lender  making  such  Competitive  Bid Loans in full on the last day of the
Interest Period therefor, or earlier as herein expressly provided. The repayment
of such  principal  amount of  Alternative  Currency  Loans shall be made in the
appropriate  Alternative  Currency as follows:  the portion of the Outstanding 5
Year Loans  attributable  to each  specified  Advance  (or the  Continuation  or
Conversion  thereof) (as determined from the Agents records) shall be repaid in
the same  Alternative  Currency  and in the same  amount  as such  Advance.  The
principal  amount of any Base Loan may be prepaid in Dollars in whole or in part
at any time. The principal  amount of any Eurodollar Loan may be prepaid only at
the end of the applicable  Interest  Period unless the Borrower shall pay to the
Agent for the account of the Lenders the  additional  amount,  if any,  required
under  Section  4.02.  All  prepayments  of  Revolving  Credit Loans made by the
Borrower shall be in the amount of $5,000,000 (or the equivalent  thereof in any
Alternative  Currency) or such greater  amount which is an integral  multiple of
$1,000,000  (or the  equivalent  thereof in any  Alternative  Currency),  or the
amount equal to all  outstanding  364 Day Loans or 5 Year Loans, as the case may
be, or such other amount as necessary to comply with Section  2.01(b) or Section
2.08.

2.05  Non-Conforming   Payments.   Each  payment  of  principal  (including  any
prepayment)  and payment of interest and fees, and any other amount  required to
be paid to the Lenders with respect to the Revolving Credit Loans, shall be made
to the Agent at the Principal Office, for the account of each Lender, in Dollars
in the case Loans made in Dollars  and in the same  Alternative  Currency in the
case of Loans made in Alternative  Currencies,  in immediately  available  funds
before 12:30 P.M. on the date such  payment is due. The Borrower  shall give the
Agent one (1) Business  Days prior  written  notice of any payment of principal,
such  notice to be given  prior to 10:00 A.M.  and to  specify  (i) the date the
payment will be made and (ii) the Loan to which payment relates.  The Agent may,
at the election of the Borrower, but shall not be obligated to, debit the amount
of any  such  payment  which is not made by such  time to any  ordinary  deposit
account, if any, of the Borrower with the Agent.

     (b) The Agent shall deem any payment  made by or on behalf of the  Borrower
     hereunder that is not made both (i) in Dollars in the case of Loans made in
     Dollars and in the required  Alternative Currency in the case of Loans made
     in Alternative  Currencies in immediately available funds and (ii) prior to
     12:30 P.M. on the date payment is due to be a non-conforming  payment.  Any
     such  payment  shall not be deemed to be  received  by the Agent  until the
     later of (i)the time such funds become  available  funds and (ii)the next
     Business Day. Any non-conforming payment may constitute or become a Default
     or Event of Default at the determination of the Agent. The Agent shall give
     prompt   telephonic   or   telefacsimile   notice  to  the  Borrower  if  a
     non-conforming  payment  constitutes  a  Default  or an Event  of  Default.
     Interest  shall  continue  to  accrue  on  any  principal  as  to  which  a
     non-conforming  payment  is made until the later of (x) the date such funds
     become  available  funds or (y) the next  Business  Day at the Default Rate
     from the date such amount was due and payable.

     (c) In the event that any payment  hereunder or under the Notes becomes due
     and payable on a day other than a Business Day, then such due date shall be
     extended to the next  succeeding  Business  Day unless  provided  otherwise
     under clause (ii) of the  definition  of "Interest  Period";  provided that
     interest  shall  continue to accrue during the period of any such extension
     and provided further,  that in no event shall any such due date be extended
     beyond the Revolving Credit Termination Date.

2.06 Borrower's Account. The Borrower shall continuously maintain the Borrower's
Account for the purposes herein contemplated.

2.07 Notes. (a) 364 Day Loans made by each Lender, shall be evidenced by, and be
repayable  with  interest  in  accordance  with the terms  of,  the 364 Day Note
payable to the order of such Lender in the amount of its  Applicable  Commitment
Percentage  of the Total 364 Day  Commitment,  which 364 Day Note shall be dated
the Closing Date or such later date pursuant to an Assignment and Acceptance and
shall be duly completed, executed and delivered by the Borrower.

     (b) 5 Year  Loans  made  by each  Lender  shall  be  evidenced  by,  and be
     repayable  with  interest in  accordance  with the term of, the 5 Year Note
     payable  to the  order  of such  Lender  in the  amount  of its  Applicable
     Commitment  Percentage  of the Total 5 Year  Commitment,  which 5 Year Note
     shall  be  dated  the  Closing  Date  or such  later  date  pursuant  to an
     Assignment  and  Acceptance  and  shall  be duly  completed,  executed  and
     delivered by the Borrower.

     (c)  Competitive Bid Loans made by any Lender shall be evidenced by, and be
     repayable  with interest in accordance  with the terms of, the  Competitive
     Bid Note payable to the order of such Lender in the amount of such Lenders
     5 Year  Commitment  (but the  aggregate  outstanding  principal  amount  of
     Competitive Bid Loans may not at any time exceed one hundred percent (100%)
     of the Total 5 Year  Commitment)  which shall be dated the Closing  Date or
     such later date pursuant to an Assignment  and Acceptance and shall be duly
     completed, executed and delivered by the Borrower.

     (d) Swing Line Loans made by  NationsBank  shall be  evidenced by the Swing
     Line Note in the principal  amount of  $20,000,000,  and shall be repayable
     with interest in accordance with the terms of the Swing Line Note dated the
     Closing Date and duly executed and delivered by the Borrower.

2.08   Reductions.   The   Borrower   shall,   by  notice  from  an   Authorized
Representative,  have the right  from  time to time,  upon not less than two (2)
Business  Days'  written  notice to the Agent to reduce either the Total 364 Day
Commitment or the Total 5 Year Commitment,  or both,  without penalty or premium
(other than amounts,  if any,  payable under Section 4.05).  Each such reduction
shall be in the aggregate  amount of $1,000,000 or such greater  amount which is
in an integral  multiple of $1,000,000,  or the entire  remaining  Total 364 Day
Commitment or Total 5 Year Commitment, as the case may be, and shall permanently
reduce the Total 364 Day  Commitment or the Total 5 Year  Commitment;  provided,
that a reduction made pursuant to Section 9.05 shall be in the amount of the net
proceeds  received  by the  Borrower  or its  Subsidiaries,  such  payment to be
applied to permanently reduce the 5 Year Facility first. No such reduction shall
result in the payment of any  Eurodollar  Loan other than on the last day of the
Interest  Period of such Loan unless such  prepayment is  accompanied by amounts
due, if any, under Section 4.05.  Each reduction of the Total 364 Day Commitment
shall be  accompanied  by payment of the Loans to the extent that the sum of the
Outstanding  364 Day  Obligations  exceed the Total 364 Day  Commitment and each
reduction of the Total 5 Year Commitment  shall be accompanied by payment of the
5 Year Loans to the extent the sum of the Outstanding 5 Year Obligations  exceed
the Total 5 Year  Commitment,  after giving effect to such  reduction,  together
with accrued and unpaid interest on the amounts prepaid.

2.09 Conversions and Elections of Subsequent  Interest  Periods.  Subject to the
limitations set forth below and in Article IV hereof, the Borrower may:

     (a) upon delivery, effective upon receipt, of a properly completed Interest
     Rate  Selection  Notice to the Agent on or before  10:30  A.M.  time on any
     Business Day,  Convert all or a part of  Eurodollar  Loans to Base Loans on
     the last day of the Interest Period for such Eurodollar Loans; and

     (b) provided that no Default or Event of Default shall have occurred and be
     continuing upon delivery,  effective upon receipt,  of a properly completed
     Interest Rate  Selection  Notice to the Agent on or before 10:30 A.M. three
     (3) Business Days' prior to the date of such election or Conversion:

          (i)  elect  a  subsequent  Interest  Period  for all or a  portion  of
          Eurodollar Loans to begin on the last day of the then current Interest
          Period for such Eurodollar Loans; and

          (ii) Convert Base Loans to Eurodollar Loans on any Business Day.

     Each election and Conversion pursuant to this Section 2.09 shall be subject
     to the  limitations  on  Eurodollar  Loans set forth in the  definition  of
     "Interest  Period"  herein and in Sections  2.01,  2.02 and Article IV. The
     Agent shall give  written  notice to each Lender of such notice of election
     or  Conversion  prior to 2:00 P.M.  on the day such  notice of  election or
     Conversion is received.  All such  Continuations  or  Conversions  of Loans
     shall be effected pro rata based on the Applicable  Commitment  Percentages
     of the Lenders.

2.10 Increase and Decrease in Amounts. The amount of the Total 5 Year Commitment
which  shall be  available  to the  Borrower  shall be reduced by the  aggregate
amount of all Letter of Credit Outstandings, all Swing Line Outstandings and all
outstanding Competitive Bid Loans.

2.11 Pro Rata Payments.  Except as otherwise  provided herein,  (a)each payment
and  prepayment  on account of the principal of and interest on the Loans (other
than  Competitive  Bid Loans and Swing  Line  Loans) and the fees  described  in
Section 2.12 hereof shall be made to the Agent in the aggregate  amount  payable
to the Lenders for the account of the Lenders pro rata based on their Applicable
Commitment  Percentages,  (b) each  payment of  principal  and  interest  on the
Competitive  Bid Loans  shall be made to the Agent for the account of the Lender
making such  Competitive Bid Loan, (c) each payment of principal and interest on
Swing Line Loans shall be made to the Agent for the account of NationsBank,  (d)
all  payments to be made by the  Borrower for the account of each of the Lenders
on account of  principal,  interest and fees,  shall be made without  set-off or
counterclaim,  and (e) the Agent will  distribute such payments when received to
the Lenders as provided for herein.

2.12 Unused Fee. For the period  beginning on the Closing Date and ending on the
364 Day Termination Date (or such earlier date on which the 364 Day Facility has
terminated),  the Borrower agrees to pay to the Agent,  for the pro rata benefit
of the Lenders based on their  Applicable  Commitment  Percentages an Unused Fee
equal to the Applicable  Margin per annum for the 364 Day Facility times the sum
of the daily amount by which the Total 364 Day Commitment exceeds the sum of the
average daily  Outstanding 364 Day Obligations.  For the period beginning on the
Closing Date and ending on the 5 Year  Termination Date (or such earlier date on
which the 5 Year  Facility has  terminated),  the Borrower  agrees to pay to the
Agent,  for the pro rata  benefit  of the  Lenders  based  on  their  Applicable
Commitment  Percentages an Unused Fee equal to the  Applicable  Margin per annum
for the 5 Year  Facility  times the sum of the daily amount by which the Total 5
Year  Commitment  exceeds  the  sum  of the  average  daily  Outstanding  5 Year
Obligations (which do not include Swing Line Outstandings in the case of Lenders
and outstanding  Competitive  Bid Loans).  Such payments of fees provided for in
this  Section  shall be due in arrears on the last  Business  Day of each March,
June,  September and December  beginning December 31, 1998 to and on the 364 Day
Termination Date in the case of the 364 Day Facility and 5 Year Termination Date
in the case of the 5 Year  Facility (or such earlier date on which such Facility
has terminated).  Notwithstanding the foregoing,  so long as any Lender fails to
make available any portion of its 364 Day Commitment or 5 Year  Commitment  when
requested,  such Lender shall not be entitled to receive payment of its pro rata
share of such fees until such Lender shall make available such portion. Such fee
shall be  calculated on the basis of a year of 360 days for the actual number of
days elapsed.

2.13 Deficiency  Avances.  No Lender shall be responsible for any default of any
other Lender in respect to such other  Lender's  obligation  to make any Loan or
fund  its  purchase  of any  Participation  hereunder  nor  shall  the  364  Day
Commitment or 5 Year Commitment of any Lender hereunder be increased as a result
of such default of any other  Lender.  Without  limiting the  generality  of the
foregoing,  in the event any Lender shall fail to advance  funds to the Borrower
as herein provided, the Agent may in its discretion,  but shall not be obligated
to, advance under the Note in its favor as a Lender evidencing  Revolving Credit
Loans  all or any  portion  of such  amount  or  amounts  (each,  a  "deficiency
advance")  and shall  thereafter  be entitled to  payments of  principal  of and
interest on such deficiency  advance in the same manner and at the same interest
rate or rates to which such other  Lender  would have been  entitled had it made
such advance under its Note;  provided that, upon payment to the Agent from such
other Lender of the entire outstanding  amount of each such deficiency  advance,
together with accrued and unpaid interest thereon,  from the most recent date or
dates interest was paid to the Agent by the Borrower on each Loan comprising the
deficiency advance at the interest rate per annum for overnight borrowing by the
Agent from the Federal Reserve Bank, then such payment shall be credited against
the Note of the Agent evidencing  Revolving Credit Loans in full payment of such
deficiency  advance and the Borrower shall be deemed to have borrowed the amount
of such deficiency  advance from such other Lender as of the most recent date or
dates,  as the case may be, upon which any payments of interest were made by the
Borrower  thereon.  Nothing contained in the foregoing shall be construed in any
way to limit the ability of any Loan Party from pursuing  whatever  legal remedy
it may have as a result of a Lenders failure to fund its portion of a Loan.

2.14 Use of Proceeds.  The proceeds of the Loans made  pursuant to the Revolving
Credit  Facilities  hereunder shall be used by the Borrower for working capital,
capital  expenditures  and other lawful  general  corporate  purposes  including
Acquisitions to the extent permitted herein.

2.15 Swing Line. (a)  Notwithstanding  any other  provision of this Agreement to
the contrary,  in order to administer the 5 Year Facility in an efficient manner
and to  minimize  the  transfer  of funds  between  the Agent  and the  Lenders,
NationsBank  shall make  available  Swing Line Loans in Dollars to the  Borrower
prior to the 5 Year Termination Date.  NationsBank shall not make any Swing Line
Loan  pursuant  hereto  (i) if, to the  actual  knowledge  of  NationsBank,  the
Borrower is not in compliance with all the conditions to the making of Loans set
forth in this  Agreement,  (ii) if after giving  effect to such Swing Line Loan,
the Swing Line Outstandings exceed $20,000,000,  or (iii) if after giving effect
to such Swing Line Loan, the Outstanding 5 Year  Obligations  exceed the Total 5
Year Commitment.  Swing Line Loans shall be limited to Loans bearing interest at
the Adjusted CD Rate.  The Borrower  may borrow,  repay and reborrow  under this
Section 2.15.  Unless notified to the contrary by NationsBank,  borrowings under
the Swing Line shall be made in the minimum  amount of $500,000  or, if greater,
in amounts which are integral  multiples of $50,000,  or in the amount necessary
to effect a Base Rate  Refunding  Loan,  upon written  request by  telefacsimile
transmission,  effective upon receipt,  by an Authorized  Representative  of the
Borrower  made to  NationsBank  not later than 12:30 P.M. on the Business Day of
the requested borrowing.  Each such Borrowing Notice shall specify the amount of
the  borrowing  and the date of  borrowing,  and shall be in the form of Exhibit
D-2,  with   appropriate   insertions.   Unless  notified  to  the  contrary  by
NationsBank,  each repayment of a Swing Line Loan shall be in an amount which is
an  integral  multiple  of  $50,000  or the  aggregate  amount of all Swing Line
Outstandings.  If the Borrower instructs NationsBank to debit any demand deposit
account of the  Borrower  in the amount of any payment  with  respect to a Swing
Line Loan, or NationsBank  otherwise  receives  repayment,  after 2:00 P.M. on a
Business Day, such payment shall be deemed received on the next Business Day.

     (b) Swing Line Loans  shall bear  interest  at the  Adjusted  CD Rate,  the
     interest  payable  on  Swing  Line  Loans  is  solely  for the  account  of
     NationsBank,  and all accrued and unpaid interest on Swing Line Loans shall
     be payable on the dates and in the manner provided in Sections  2.01(c) and
     2.03 with  respect to interest on Base Loans.  The Swing Line  Outstandings
     shall be evidenced by the Note delivered to NationsBank pursuant to Section
     2.07(d).

     (c) Upon the making of a Swing Line Loan,  each  Lender  shall be deemed to
     have purchased from NationsBank a Participation  therein in an amount equal
     to that Lender's Applicable  Commitment Percentage of such Swing Line Loan.
     Upon  demand  made by  NationsBank,  each Lender  shall,  according  to its
     Applicable  Commitment Percentage of such Swing Line Loan, promptly provide
     to  NationsBank  its  purchase  price  therefor  in an amount  equal to its
     Participation  therein.  Any Advance made by a Lender pursuant to demand of
     NationsBank of the purchase price of its Participation  shall be deemed (i)
     provided that the  conditions  to making Loans shall be  satisfied,  a Base
     Rate Refunding Loan under Section 2.01(b) until the Borrower  Converts such
     Base Loan in  accordance  with the terms of Section  2.09,  and (ii) in all
     other  cases,  the  funding  by each  Lender of the  purchase  price of its
     Participation  in such Swing Line Loan. The obligation of each Lender to so
     provide  its  purchase   price  to   NationsBank   shall  be  absolute  and
     unconditional  and shall not be affected by the  occurrence  of an Event of
     Default or any other occurrence or event.


     The Borrower, at its option and subject to the terms hereof, may request an
     Advance pursuant to Section 2.01(b) in an amount  sufficient to repay Swing
     Line Outstandings on any date and the Agent shall provide from the proceeds
     of such  Advance to  NationsBank  the amount  necessary to repay such Swing
     Line  Outstandings  (which  NationsBank shall then apply to such repayment)
     and credit any balance of the Advance in immediately available funds in the
     manner  directed  by the  Borrower  pursuant  to Section  2.01(d)(ii).  The
     proceeds of such Advances shall be paid to NationsBank  for  application to
     the Swing Line  Outstandings  and the Lenders  shall then be deemed to have
     made Loans in the amount of such Advances. The Swing Line shall continue in
     effect until the Revolving Credit Termination Date, at which time all Swing
     Line  Outstandings and accrued interest thereon shall be due and payable in
     full.

         2.16     Revolving Credit Facility Extension and Term Loan Option

(a)  With  the  consent  of  the  Lenders  (the  "Consenting   Lenders")  having
seventy-five  percent  (75%) or more of the  aggregate  Credit  Exposures of all
Lenders (any Lender not so  consenting  being  referred to as a  "Non-Consenting
Lender"),  at each 364 Day  Extension  Date the Borrower can elect to extend the
364 Day Termination Date for an additional period of 364 days commencing on such
364 Day Extension Date;  provided,  however,  that in no event shall the 364 Day
Termination Date be extended beyond the 5 Year Termination Date.

(b) The  Borrower  shall notify the Lenders of its request for such an extension
by  delivering  to the Agent  notice  of such  request  signed by an  Authorized
Representative  not more than sixty (60) days nor less than forty-five (45) days
prior to the  applicable  364 Day  Extension  Date.  Notice of  receipt  of such
request  shall be provided by the Agent to the  Lenders.  The Agent shall notify
the Borrower in writing not later than thirty (30) days nor more than forty-five
(45) days prior to the  applicable 364 Day Extension Date of the decision of the
Lenders.  Failure by any Lender to respond to a request for an  extension  shall
constitute  a refusal  of such  Lender to give its  consent  to such  extension.
Failure  by the Agent to give such  notice  to the  Borrower  as a result of not
receiving the consent of Lenders  having  seventy-five  percent (75%) or more of
the aggregate Credit Exposures of all Lenders to such extension shall constitute
refusal by the Lenders to extend the 364 Day Termination Date.

(c) If less than all of the Lenders  consent to any such request  which has been
approved  pursuant to subsection  (a) of this Section 2.16,  the Borrower  shall
arrange not less than  fifteen (15) days prior to the 364 Day  Termination  Date
(the "Replacement  Lender Date") for one or more Consenting  Lenders, or for one
or more other banks or financial  institutions  complying with the  requirements
set forth in Section  12.01 (any of the  foregoing  referred to as an  "Assuming
Lender"), as of the 364 Day Extension Date to effect an assignment of all of the
364 Day  Commitment  (along with an  equivalent  pro rata  portion of the 5 Year
Commitment) of one or more Non-Consenting  Lenders for a purchase price equal to
the  aggregate  principal  balance of  Revolving  Credit Loans then owing to the
Non-Consenting   Lender,   plus   accrued   interest   and  fees  owing  to  the
Non-Consenting  Lender,  as well as any amounts  payable under Section 4.05. The
Borrower shall deliver written notice to the Agent and each Consenting Lender of
such  arrangement with any Assuming Lender not less than fifteen (15) days prior
to the 364 Day Termination Date.

(d) On each 364 Day Extension  Date,  each Assuming Lender shall become a Lender
for all purposes under this  Agreement and the other Loan Documents  without any
further  acknowledgment  by or the  consent  of  the  other  Lenders;  provided,
however, that the Agent shall have received not less than ten (10) days prior to
such 364 Day Extension Date an Assignment and  Acceptance,  effective as of such
364 Day Extension Date, from each Assuming Lender duly executed by such Assuming
Lender and the applicable Non-Consenting Lender with respect to both the 364 Day
Facility and the 5 Year  Facility.  The Total 364 Day  Commitment on the 364 Day
Extension Date shall be equal to the sum,  without  duplication,  of the 364 Day
Commitments of each Assuming Lender and each Consenting Lender.

(e) If on any 364 Day  Extension  Date the Borrower has not so elected to extend
the 364 Day  Termination  Date then in effect,  or if  Consenting  Lenders  with
sufficient  Credit  Exposures  have not consented to such  extension,  or if the
Borrower  shall not have  satisfied  requirements  of clause (c) of this Section
2.16 with respect to Non-Consenting Lenders, then as of such 364 Day Termination
Date, except as provided otherwise in, and subject to the Borrowers  compliance
with the terms of, Section 2.16(f) below, (i) the Total 364 Day Commitment shall
be reduced to zero, and (ii) all 364 Day  Outstandings  shall be due and payable
in full.

(f) If with respect to any 364 Day Extension Date the Borrower does not so elect
to extend the 364 Day Termination Date then in effect, or if Consenting  Lenders
with sufficient Credit Exposures have not consented to such extension,  then not
less than fifteen (15) days prior to the 364 Day Termination  Date, the Borrower
can elect to convert any or all 364 Day Outstandings as of such date into a term
loan on  such  date in the  original  principal  amount  equal  to such  364 Day
Outstandings.  364 Day  Outstandings  so converted by the Borrower in accordance
with this Section  2.16 shall be referred to as the "Term  Loans." The Total 364
Day Commitment  shall be permanently  reduced on the 364 Day Termination Date to
an amount  equal to the  aggregate  principal  amount of the Term  Loans on such
date.  The Term Loans shall be repaid upon the earlier of one year following the
364 Day  Termination  or the 5 Year  Termination  Date.  The Term  Loans  may be
comprised  of Base  Loans  and  Eurodollar  Loans as the  Borrower  may elect in
accordance  with the  provisions of this Article II for 364 Day Loans.  The Term
Loans  shall bear  interest  on the same terms as the 364 Day Loans prior to the
conversion to Term Loans until the  Continuation or Conversion  thereof pursuant
to Section 2.09 hereof.  Amounts  repaid or prepaid on the Term Loans may not be
reborrowed,  and the 364 Day Commitment shall be permanently reduced by any such
amounts.

(g) If on the 364 Day Termination Date the Borrower does not so elect to convert
all of 364 Day  Outstandings  as of such date to Term Loans as  described in (f)
above,  then on the 364 Day Termination Date, (i) all 364 Day Outstandings as of
such date which are not so  converted  shall be due and payable in full and (ii)
the Total 364 Day Commitment shall be reduced to the amount,  if any, of 364 Day
Outstandings so converted to Term Loans.

         2.17     The Euro.

(a) If, as a result of the implementation of the EMU, (i) any currency available
for borrowing under this Agreement ( a national  currency) ceases to be lawful
currency  of the state  issuing the same and is replaced by the Euro or (ii) any
national  currency  and the Euro are at the same  time  both  recognized  by the
central bank or  comparable  governmental  authority  of the state  issuing such
currency as lawful currency of such state,  then any amount payable hereunder by
any party hereto in such national currency (including,  without limitation,  any
Advance to be made under this  Agreement)  shall  instead be payable in the Euro
and the amount so payable shall be determined  by  redenominating  or converting
such amount into the Euro at the exchange rate officially  fixed by the European
Central  Bank for the purpose of  implementing  the EMU,  provided,  that to the
extent any EMU  legislation  provides that an amount  denominated  either in the
Euro or in the  applicable  national  currency can be paid either in Euros or in
the applicable national currency, each party to this Agreement shall be entitled
to pay or repay such  amount in Euros or in the  applicable  national  currency.
Prior to the  occurrence of the event or events  described in clause (i) or (ii)
of the preceding  sentence,  each amount payable  hereunder in any such national
currency will, except as otherwise provided herein,  continue to be payable only
in that national currency.

(b) Borrower  shall from time to time,  at the request of the Agent,  pay to the
Agent for the  account of each Lender the amount of any cost or  increased  cost
incurred by, or of any  reduction in any amount  payable to or in the  effective
return on its  capital  to, or of interest  or other  return  foregone  by, such
Lender or any holding company of such Lender as a result of the introduction of,
changeover to or operation of the Euro in any applicable state.

(c) In addition, this Agreement (including,  without limitation,  the definition
of  Eurodollar  Rate) will be amended to the extent  determined by the Agent and
Required Lenders (acting reasonably and in consultation with the Borrower) to be
necessary to reflect such  implementation  of the EMU and change in currency and
to put the Lenders and the  Borrower in the same  position,  so far as possible,
that they would have been in if such  implementation  and change in currency had
not occurred. Except as provided in the foregoing provisions of this Section, no
such  implementation  or  change  in  currency  nor  any  economic  consequences
resulting  therefrom shall (i) give rise to any right to terminate  prematurely,
contest,  cancel,  rescind,  alter, modify or renegotiate the provisions of this
Agreement or (ii) discharge,  excuse or otherwise  affect the performance of any
obligations  of the  Borrower  under  this  Agreement,  any Notes or other  Loan
Documents.
<PAGE>

                                  ARTICLE III

                                Letters of Credit

3.01  Letters  of  Credit.  (a)  NationsBank  agrees,  subject  to the terms and
conditions of this Agreement, upon request of the Borrower to issue from time to
time for the  account  of the  Borrower  Letters  of  Credit  upon  delivery  to
NationsBank of an  Applications  and Agreements for Letter of Credit in form and
content  acceptable  to  NationsBank;   provided,  that  the  Letter  of  Credit
Outstandings  shall not  exceed  the Total  Letter  of  Credit  Commitment;  and
provided, further, that NationsBank shall not issue a Letter of Credit if it has
actual  knowledge that the Borrower is not in compliance  with the conditions to
making Loans set forth in this Agreement. No Letter of Credit shall be issued by
NationsBank  with an expiry date or payment  date  occurring  subsequent  to the
fifth  Business Day preceding the Stated 5 Year  Termination  Date.  NationsBank
shall not issue any  Letter of Credit  if,  after  giving  effect  thereto,  the
Outstanding 5 Year Obligations exceed the Total Revolving Credit Commitment.

     (b) Upon  completion  of a proper  Application  and Agreement for Letter of
     Credit,  NationsBank may issue upon request and for the account of Borrower
     Letters of Credit  payable in an  Alternative  Currency.  For  purposes  of
     determining Letters of Credit Outstandings,  any Letter of Credit issued in
     an Alternative Currency shall be recorded in the Agents account in Dollars
     based on the Alternative Currency Equivalent Amount on the date of issuance
     of such Letter of Credit; provided, however, that the Agent shall determine
     the  Dollar  Equivalent  Amount  of  any  Letter  of  Credit  issued  in an
     Alternative  Currency  on the date of any  Advance  or  Conversion  for the
     purpose of  determining  the amount of Letter of Credit  Outstandings.  Any
     draw on a Letter  of  Credit  issued in an  Alternative  Currency  shall be
     repaid in the same Alternative Currency Equivalent Amount (determined based
     on the Spot Rate of  Exchange  on the date of  drawing  under the Letter of
     Credit).  To the extent that the Agent shall determine at any time that the
     sum of (i) the Dollar  Value of  outstanding  5 Year Loans and  outstanding
     Letters of Credit, in each case determined on the date of each Advance of a
     5 Year  Loan  or  issuance  of a  Letter  of  Credit,  made  or  issued  in
     Alternative  Currencies exceeds the Total Alternative  Currency Commitment,
     the Borrower shall  immediately  repay  Alternative  Currency Loans so that
     after giving effect to such payment the  outstanding  Alternative  Currency
     Loans plus outstanding Letters of Credit issued in an Alternative  Currency
     do not exceed the Total Alternative Currency Commitment.

     3.02 Reimbursement

     (a) The  Borrower  hereby  unconditionally  agrees  to  immediately  pay to
     NationsBank on demand at the Principal  Office all amounts  required to pay
     all drafts  drawn under the Letters of Credit and all  reasonable  expenses
     incurred by NationsBank in connection with the Letters of Credit and in any
     event and without demand to place in possession of NationsBank (which shall
     include Advances under the 5 Year Facility if permitted by  Section2.01(d)
     hereof and Swing Line Loans if permitted  under  Section  2.15)  sufficient
     funds to pay all debts and liabilities  arising under any Letter of Credit.
     The Borrower's  obligations to pay NationsBank under this Section 3.02, and
     NationsBank's   right  to  receive  the  same,   shall  be   absolute   and
     unconditional  and shall not be  affected by any  circumstance  whatsoever.
     NationsBank  agrees to give the Borrower prompt notice of any request for a
     draw under a Letter of Credit.  NationsBank  may  charge  any  account  the
     Borrower may have with it for any and all amounts  NationsBank pays under a
     Letter of Credit, plus charges and reasonable expenses as from time to time
     agreed to by  NationsBank  and the  Borrower;  provided  that to the extent
     permitted by  Section2.01(d)(iv)  and Section 2.15,  amounts shall be paid
     pursuant to Advances  under the 5 Year  Facility or, if the Borrower  shall
     elect, by Swing Line Loans. The Borrower agrees to pay NationsBank interest
     on any Reimbursement Obligations from the date of any draw at the Base Rate
     plus two  percent  (2.0%) per  annum,  or the  maximum  rate  permitted  by
     applicable law, if lower, such rate to be calculated on the basis of a year
     of 360 days for actual days elapsed.

     (b) In accordance with the provisions of Section  2.01(d)(iv),  NationsBank
     shall notify the Agent of any drawing  under any Letter of Credit  promptly
     following the receipt by NationsBank of such drawing.

     (c) Each Lender (other than NationsBank) shall automatically acquire on the
     date of issuance  thereof,  a Participation in the liability of NationsBank
     in respect  of each  Letter of Credit in an amount  equal to such  Lender's
     Applicable Commitment Percentage of such liability,  and to the extent that
     the Borrower is obligated to pay NationsBank  under Section  3.02(a),  each
     Lender (other than NationsBank)  thereby shall absolutely,  unconditionally
     and irrevocably  assume, and shall be  unconditionally  obligated to pay to
     NationsBank as hereinafter described,  its Applicable Commitment Percentage
     of the liability of NationsBank under such Letter of Credit.

          (i) Each Lender  (including  NationsBank  in its capacity as a Lender)
          shall,  subject to the terms and conditions of Article II,  pay to the
          Agent  for the  account  of  NationsBank  at the  Principal  Office in
          Dollars and in  immediately  available  funds,  an amount equal to its
          Applicable  Commitment  Percentage  of any  drawing  under a Letter of
          Credit,  such funds to be provided in the manner  described in Section
          2.01(d)(iv).

          (ii)  Simultaneously  with the  making of each  payment by a Lender to
          NationsBank  pursuant to Section  2.01(d)(iv)(B),  such Lender  shall,
          automatically   and  without  any  further   action  on  the  part  of
          NationsBank or such Lender, acquire a Participation in an amount equal
          to such payment (excluding the portion thereof  constituting  interest
          accrued  prior to the date the Lender made its payment) in the related
          Reimbursement   Obligation   of  the   Borrower.   The   Reimbursement
          Obligations  of the  Borrower  shall be  immediately  due and  payable
          whether by Advances made in accordance with Section 2.01(d)(iv), Swing
          Line Loans made in accordance with Section 2.15, or otherwise.

          (iii) Each  Lender's  obligation  to make payment to the Agent for the
          account  of  NationsBank  pursuant  to  Section  2.01(d)(iv)  and this
          Section  3.02(c),  and the right of  NationsBank  to receive the same,
          shall be  absolute  and  unconditional,  shall not be  affected by any
          circumstance   whatsoever  and  shall  be  made  without  any  offset,
          abatement,  withholding  or  reduction  whatsoever.  If any  Lender is
          obligated to pay but does not pay amounts to the Agent for the account
          of  NationsBank  in full upon such  request  as  required  by  Section
          2.01(d)(iv) or this Section3.02(c), such Lender shall, on demand, pay
          to the Agent for the  account of  NationsBank  interest  on the unpaid
          amount for each day during the period commencing on the date of notice
          given to such  Lender  pursuant to  Section2.01(d)  until such Lender
          pays such amount to the Agent for the account of  NationsBank  in full
          at the interest  rate per annum for  overnight  borrowing by the Agent
          from the Federal Reserve Bank.

          (iv) In the event the Lenders  have  purchased  Participations  in any
          Reimbursement  Obligation  as set forth in clause (ii) above,  then at
          any time payment (in fully collected,  immediately available funds) of
          such  Reimbursement  Obligation,  in whole or in part,  is received by
          NationsBank from the Borrower,  NationsBank shall promptly pay to each
          Lender an amount equal to its Applicable Commitment Percentage of such
          payment from the Borrower.

(d) Promptly  following  the end of each  calendar  quarter,  NationsBank  shall
deliver to the Agent a notice  describing  the aggregate  undrawn  amount of all
Letters  of Credit at the end of such  quarter.  Upon the  request of any Lender
from time to time,  NationsBank  shall deliver to the Agent, and the Agent shall
deliver to such  Lender,  any other  information  reasonably  requested  by such
Lender with respect to each Letter of Credit outstanding.

(e) The issuance by NationsBank  of each Letter of Credit shall,  in addition to
the  conditions  precedent  set forth in Section 6.01 hereof,  be subject to the
conditions  that such Letter of Credit be in such form and contain such terms as
shall be reasonably satisfactory to NationsBank consistent with the then current
practices  and  procedures  of  NationsBank  with respect to similar  letters of
credit,   and  the  Borrower  shall  have  executed  and  delivered  such  other
instruments  and  agreements  relating to such Letters of Credit as  NationsBank
shall have reasonably  requested  consistent with such practices and procedures.
All  Letters of Credit  shall be issued  pursuant  to and subject to the Uniform
Customs and Practice  for  Documentary  Credits,  1993  revision,  International
Chamber of  Commerce  Publication  No.500  and all  subsequent  amendments  and
revisions thereto.

(f) Without  duplication of Section 12.05 hereof,  the Borrower hereby agrees to
indemnify and hold harmless  NationsBank  and each other Lender from and against
any and all  claims  and  damages,  losses,  liabilities,  reasonable  costs and
expenses  which  NationsBank  and each  other  Lender or the Agent may incur (or
which may be claimed against NationsBank and each other Lender by any Person) by
reason of or in  connection  with the  issuance  or  transfer  of or  payment or
failure to pay under any Letter of Credit;  provided that the Borrower shall not
be  required  to  indemnify  NationsBank  and each other  Lender for any claims,
damages, losses,  liabilities,  costs or expenses to the extent, but only to the
extent, (i)caused by the willful misconduct or gross negligence of the party to
be  indemnified  or  (ii)caused  by the failure of NationsBank to pay under any
Letter of Credit after the  presentation to it of a request  strictly  complying
with the terms and  conditions of such Letter of Credit,  unless such payment is
prohibited by any law,  regulation,  court order or decree. The  indemnification
and hold harmless  provisions of this Section 3.02(f) shall survive repayment of
the  Obligations,  occurrence  of the  Revolving  Credit  Termination  Date  and
expiration or termination of this Agreement.

     (i) any lack of validity  or  enforceability  of the Letter of Credit,  the
     obligation  supported  by the  Letter of Credit or any other  agreement  or
     instrument relating thereto (collectively, the "Related Documents");

     (ii) any amendment or waiver of or any consent to or departure  from all or
     any of the Related Documents;

     (iii) the existence of any claim,  setoff,  defense (other than the defense
     of payment in accordance  with the terms of this Agreement) or other rights
     which the  Borrower  may have at any time  against any  beneficiary  or any
     transferee  of a Letter of Credit (or any persons or entities  for whom any
     such  beneficiary  or any such  transferee may be acting),  the Agent,  the
     Lenders or any other person or entity,  whether in connection with the Loan
     Documents, the Related Documents or any unrelated transaction;

     (iv) any breach of contract or other  dispute  between the Borrower and any
     beneficiary  or any  transferee  of a Letter of Credit  (or any  persons or
     entities for whom such  beneficiary or any such  transferee may be acting),
     the Agent, the Lender or any other Person;

     (v) any draft,  statement or any other document  presented under the Letter
     of Credit proving to be forged, fraudulent,  invalid or insufficient in any
     respect or any statement  therein being untrue or inaccurate in any respect
     whatsoever;

     (vi) any delay, extension of time, renewal,  compromise or other indulgence
     or modification  granted or agreed to by the Lender, with or without notice
     to or  approval  by the  Borrower  in  respect  of  any  of the  Borrower's
     Obligations under this Agreement; or

     (vii)  any other  circumstance  or  happening  whatsoever,  whether  or not
     similar to any of the foregoing;

     provided, however, that nothing contained herein shall be deemed to release
     NationsBank  of any  liability  for actual loss  arising as a result of its
     gross negligence or willful  misconduct or out of the wrongful  dishonor by
     NationsBank  of a  proper  demand  for  payment  made  under  and  strictly
     complying with the terms of any Letter of Credit.

3.03 Letter of Credit Fee. The Borrower agrees to pay to the Agent,  for the pro
rata benefit of the Lenders, a fee on the aggregate amount available to be drawn
on each  Outstanding  Letter of Credit at a rate equal to the Applicable  Margin
for a Eurodollar Loan. In addition,  the Borrower agrees to pay to NationsBank a
Letter of Credit  fronting fee equal to  one-eighth  of one percent per annum of
Letter of Credit Outstandings. Such payment of fees provided for in this Section
3.03 shall be due with respect to each Letter of Credit  quarterly in arrears on
the last Business Day of each March, June, September and December,  beginning on
the first such date following issuance of a Letter of Credit.  Such fee shall be
calculated  on the  basis of a year of 360 days for the  actual  number  of days
elapsed.

3.04  Administrative  Fees and Reserves.  The Borrower  shall pay to NationsBank
such  administrative  fee and other fees, if any, in connection with the Letters
of Credit in such  amounts  and at such times as  NationsBank  and the  Borrower
shall agree from time to time.
<PAGE>

                                   ARTICLE IV

                             Change in Circumstances

4.01 Increased Cost and Reduced Return

(a) If, after the date hereof,  the adoption of any  applicable  law,  rule,  or
regulation,  or any change in any applicable  law,  rule, or regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority, central bank, or comparable agency charged with the interpretation or
administration  thereof,  or compliance by any Lender (or its Applicable Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such governmental authority, central bank, or comparable agency:

     (i) shall  subject such Lender (or its  Applicable  Lending  Office) to any
     tax,  duty,  or other  charge  with  respect  to any  Absolute  Rate  Loan,
     Eurodollar  Loans,  its Note, or its obligation to make Absolute Rate Loans
     or Eurodollar Loans, or change the basis of taxation of any amounts payable
     to such Lender (or its Applicable  Lending  Office) under this Agreement or
     its Note in respect of any Absolute Rate Loans or  Eurodollar  Loans (other
     than  taxes  imposed  on the  overall  net  income  of such  Lender  by the
     jurisdiction  in  which  such  Lender  has  its  principal  office  or such
     Applicable  Lending  Office or franchise  taxes or related taxes imposed on
     such Lender);

     (ii) shall impose, modify, or deem applicable any reserve, special deposit,
     assessment,  or similar  requirement  (other than the  Reserve  Requirement
     utilized  in the  determination  of the  Eurodollar  Rate)  relating to any
     extensions  of credit or other  assets  of, or any  deposits  with or other
     liabilities  or  commitments  of,  such Lender (or its  Applicable  Lending
     Office),   including  the  Revolving  Credit   Commitment  of  such  Lender
     hereunder; or

     (iii) shall impose on such Lender (or its Applicable  Lending Office) or on
     the London interbank market any other condition affecting this Agreement or
     its Note or any of such extensions of credit or liabilities or commitments;

     and the  result of any of the  foregoing  is to  increase  the cost to such
     Lender (or its  Applicable  Lending  Office) of  making,  Converting  into,
     Continuing,  or maintaining any Absolute Rate Loans or Eurodollar  Loans or
     to reduce any sum received or receivable by such Lender (or its  Applicable
     Lending  Office)  under  this  Agreement  or its Note with  respect  to any
     Absolute Rate Loans or  Eurodollar  Loans,  then the Borrower  shall pay to
     such Lender on demand such amount or amounts as will compensate such Lender
     for such increased cost or reduction.  If any Lender requests  compensation
     by the Borrower under this Section 4.01(a),  the Borrower may, by notice to
     such Lender  (with a copy to the Agent),  suspend  the  obligation  of such
     Lender to make or  Continue  Loans of the Type with  respect  to which such
     compensation is requested, or to Convert Loans of any other Type into Loans
     of such Type,  until the event or  condition  giving  rise to such  request
     ceases to be in effect (in which case the  provisions of Section 4.04 shall
     be applicable); provided that such suspension shall not affect the right of
     such Lender to receive the compensation so requested.

(b) If,  after the date  hereof,  any  Lender  shall  have  determined  that the
adoption of any applicable law, rule, or regulation  regarding  capital adequacy
or any change therein or in the interpretation or administration  thereof by any
governmental  authority,  central bank, or  comparable  agency  charged with the
interpretation or administration  thereof, or any request or directive regarding
capital  adequacy  (whether  or not  having  the  force  of  law)  of  any  such
governmental  authority,  central bank, or comparable  agency, has or would have
the effect of  reducing  the rate of return on the capital of such Lender or any
corporation   controlling   such  Lender  as  a  consequence  of  such  Lender's
obligations  hereunder  to  a  level  below  that  which  such  Lender  or  such
corporation  could have  achieved but for such  adoption,  change,  request,  or
directive  (taking  into  consideration  its  policies  with  respect to capital
adequacy),  then from time to time upon  demand the  Borrower  shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction.

(c) Without  limiting the foregoing but without  duplication  for any Associated
Costs  reimbursed  pursuant  to Section  4.01(a) or (b),  as to any  Alternative
Currency  Loan  denominated  in  British  Pounds,  the  Borrower  will  pay  the
Associated Costs.

(d) Each Lender shall promptly notify the Borrower and the Agent of any event of
which it has knowledge, occurring after the date hereof, which will entitle such
Lender to  compensation  pursuant to this Section and will designate a different
Applicable Lending Office if such designation will avoid the need for, or reduce
the amount of, such  compensation  and will not, in the  reasonable  judgment of
such  Lender,   be  otherwise   disadvantageous   to  it.  Any  Lender  claiming
compensation  under this Section  shall prior to its  collection  furnish to the
Borrower  and the  Agent a  statement  setting  forth the  additional  amount or
amounts to be paid to it hereunder  which shall be  conclusive in the absence of
manifest error. In determining  such amount,  such Lender may use any reasonable
averaging and attribution methods.

4.02.  Limitation  on Types of  Loans.  If on or prior to the  first  day of any
Interest Period for any Eurodollar Loan;

     (a) the Agent determines  (which  determination  shall be conclusive absent
     manifest  error) that by reason of  circumstances  affecting  the  relevant
     market,  adequate and reasonable  means do not exist for  ascertaining  the
     Eurodollar Rate for such Interest Period; or

     (b)  the  Required  Lenders   determine  (which   determination   shall  be
     conclusive)  and  notify  the  Agent  that  the  Eurodollar  Rate  will not
     adequately and fairly reflect the cost to the Lenders of funding Eurodollar
     Loans for such Interest Period;

     then the Agent shall give the Borrower prompt notice thereof specifying the
     relevant Type of Loans and the relevant amounts or periods,  and so long as
     such condition remains in effect,  the Lenders shall be under no obligation
     to make additional  Loans of such Type,  Continue Loans of such Type, or to
     Convert  Loans of any other Type into  Loans of such Type and the  Borrower
     shall,  on the last day(s) of the then current  Interest  Period(s) for the
     outstanding Loans of the affected Type, either prepay such Loans or Convert
     such Loans into another Type of Loan in  accordance  with the terms of this
     Agreement.

4.03 Illegality.  Notwithstanding any other provision of this Agreement,  in the
event that it becomes  unlawful for any Lender or its Applicable  Lending Office
to make,  maintain,  or fund Eurodollar Loans hereunder,  then such Lender shall
promptly  notify the Borrower  thereof and such  Lender's  obligation to make or
Continue  Eurodollar  Loans and to Convert other Types of Loans into  Eurodollar
Loans  shall be  suspended  until  such  time as such  Lender  may  again  make,
maintain,  and fund  Eurodollar  Loans (in which case the  provisions of Section
4.04 shall be applicable).

4.04  Treatment of Affected  Loans.  If the  obligation  of any Lender to make a
particular Eurodollar Loan or to Continue, or to Convert Loans of any other Type
into, Loans of a particular Type shall be suspended  pursuant to Section 4.01 or
4.03 hereof  (Loans of such Type being herein called  "Affected  Loans" and such
Type being herein called the "Affected  Type"),  such  Lender's  Affected  Loans
shall be automatically  Converted into Base Loans on the last day(s) of the then
current  Interest  Period(s) for Affected Loans (or, in the case of a Conversion
required by Section 4.03 hereof, on such earlier date as such Lender may specify
to the  Borrower  with a copy to the Agent)  and,  unless and until such  Lender
gives notice as provided below that the circumstances  specified in Section 4.01
or 4.03 hereof that gave rise to such Conversion no longer exist:

     (a) to the extent that such Lender's Affected Loans have been so Converted,
     all payments and  prepayments of principal that would  otherwise be applied
     to such Lender's Affected Loans shall be applied instead to its Base Loans;
     and

     (b) all Loans that would  otherwise  be made or Continued by such Lender as
     Loans of the  Affected  Type  shall be made or  Continued  instead  as Base
     Loans,  and all Loans of such Lender that would otherwise be Converted into
     Loans of the Affected Type shall be Converted instead into (or shall remain
     as) Base Loans.

     If such Lender gives notice to the Borrower (with a copy to the Agent) that
     the  circumstances  specified in Section 4.01 or 4.03 hereof that gave rise
     to the Conversion of such Lender's  Affected Loans pursuant to this Section
     4.04 no longer  exist  (which such Lender  agrees to do promptly  upon such
     circumstances  ceasing to exist) at a time when Loans of the Affected  Type
     made by other  Lenders are  outstanding,  such Lender's Base Loans shall be
     automatically  Converted,  on  the  first  day(s)  of the  next  succeeding
     Interest  Period(s) for such outstanding Loans of the Affected Type, to the
     extent  necessary so that,  after giving effect thereto,  all Loans held by
     the Lenders  holding Loans of the Affected Type and by such Lender are held
     pro  rata  (as to  principal  amounts,  Types,  and  Interest  Periods)  in
     accordance with their respective Commitments.

4.05  Compensation.  Upon the request of any Lender,  the Borrower  shall pay to
such  Lender such amount or amounts as shall be  sufficient  (in the  reasonable
opinion  of such  Lender)  to  compensate  it for any  loss,  cost,  or  expense
(including loss of anticipated profits) incurred by it as a result of:

     (a) any payment,  prepayment,  or  Conversion of an Absolute Rate Loan or a
     Eurodollar  Loan  for  any  reason  (including,   without  limitation,  the
     acceleration  of the Loans  pursuant to Section 10.01) on a date other than
     the last day of the Interest Period for such Loan; or

     (b)  any  failure  by the  Borrower  for  any  reason  (including,  without
     limitation,  the failure of any condition precedent specified in Article VI
     to be satisfied) to borrow,  Convert,  Continue, or prepay an Absolute Rate
     Loan or a  Eurodollar  Loan on the  date for  such  borrowing,  Conversion,
     Continuation,  or prepayment specified in the relevant notice of borrowing,
     prepayment, Continuation, or Conversion under this Agreement.

4.06 Taxes.  (a) Any and all  payments by the  Borrower to or for the account of
any Lender or the Agent hereunder or under any other Loan Document shall be made
free and clear of and without deduction for any and all present or future taxes,
duties,  levies,  imposts,   deductions,   charges  or  withholdings,   and  all
liabilities with respect thereto,  excluding, in the case of each Lender and the
Agent,  taxes imposed on its income,  and franchise  taxes imposed on it, by the
jurisdiction  under the laws of which  such  Lender (or its  Applicable  Lending
Office)  or the  Agent  (as the  case  may  be) is  organized  or any  political
subdivision  thereof (all such  non-excluded  taxes,  duties,  levies,  imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred to
as "Taxes").  If the Borrower  shall be required by law to deduct any Taxes from
or in respect of any sum payable under this Agreement or any other Loan Document
to any Lender or the Agent,  (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to
additional  sums  payable  under this  Section  4.06)  such  Lender or the Agent
receives  an  amount  equal  to the  sum it  would  have  received  had no  such
deductions  been made, (ii) the Borrower shall make such  deductions,  (iii) the
Borrower shall pay the full amount deducted to the relevant  taxation  authority
or other  authority in  accordance  with  applicable  law, and (iv) the Borrower
shall furnish to the Agent,  at its address  referred to in Section  12.02,  the
original or a certified copy of a receipt evidencing payment thereof.

     (b) In addition,  the Borrower  agrees to pay any and all present or future
     stamp or  documentary  taxes and any  other  excise  or  property  taxes or
     charges or similar  levies  which  arise from any  payment  made under this
     Agreement or any other Loan  Document or from the execution or delivery of,
     or  otherwise  with respect to, this  Agreement or any other Loan  Document
     (hereinafter referred to as "Other Taxes").

     (c) The Borrower agrees to indemnify each Lender and the Agent for the full
     amount of Taxes and Other Taxes (including,  without limitation,  any Taxes
     or Other Taxes imposed or asserted by any  jurisdiction  on amounts payable
     under this Section  4.06) paid by such Lender or the Agent (as the case may
     be) and any liability (including penalties, interest, and expenses) arising
     therefrom or with respect thereto.

     (d) Each  Lender  organized  under the laws of a  jurisdiction  outside the
     United  States,  on or prior to the date of its  execution  and delivery of
     this  Agreement in the case of each Lender  listed on the  signature  pages
     hereof and on or prior to the date on which it becomes a Lender in the case
     of each other  Lender,  and from time to time  thereafter  if  requested in
     writing  by the  Borrower  or the Agent  (but  only so long as such  Lender
     remains  lawfully able to do so),  shall provide the Borrower and the Agent
     with (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or any
     successor form prescribed by the Internal Revenue Service,  certifying that
     such Lender is entitled to benefits under an income tax treaty to which the
     United  States is a party  which  reduces  the rate of  withholding  tax on
     payments of interest or certifying that the income  receivable  pursuant to
     this  Agreement  is  effectively  connected  with the conduct of a trade or
     business in the United States,  (ii) Internal  Revenue  Service Form W-8 or
     W-9, as  appropriate,  or any  successor  form  prescribed  by the Internal
     Revenue  Service,  and (iii) any other form or certificate  required by any
     taxing authority (including any certificate required by Sections 871(h) and
     881(c) of the  Internal  Revenue  Code),  certifying  that  such  Lender is
     entitled to an exemption from tax on payments pursuant to this Agreement or
     any of the other Loan Documents.

     (e) For any period with respect to which a Lender has failed to provide the
     Borrower  and the Agent  with the  appropriate  form  pursuant  to  Section
     4.06(d)  (unless  such  failure  is due to a  change  in  treaty,  law,  or
     regulation  occurring subsequent to the date on which a form originally was
     required  to  be   provided),   such  Lender   shall  not  be  entitled  to
     indemnification  under  Section  4.06(a) or 4.06(b)  with  respect to Taxes
     imposed by the United  States;  provided,  however,  that  should a Lender,
     which is otherwise  exempt from  withholding  tax,  become subject to Taxes
     because of its failure to deliver a form required  hereunder,  the Borrower
     shall take such steps as such  Lender  shall  reasonably  request to assist
     such Lender to recover such Taxes at the Lenders expense.

     (f) If the  Borrower is required  to pay  additional  amounts to or for the
     account of any Lender  pursuant to this Section 4.06, then such Lender will
     agree  to  use  reasonable  efforts  to  change  the  jurisdiction  of  its
     Applicable  Lending Office so as to eliminate or reduce any such additional
     payment which may thereafter accrue if such change, in the judgment of such
     Lender, is not otherwise disadvantageous to such Lender.

     (g) Within  thirty  (30) days after the date of any  payment of Taxes,  the
     Borrower  shall furnish to the Agent the original or a certified  copy of a
     receipt evidencing such payment.

     (h)  Without  prejudice  to the  survival  of any  other  agreement  of the
     Borrower  hereunder,   the  agreements  and  obligations  of  the  Borrower
     contained  in this  Section  4.06  shall  survive  the  termination  of the
     Commitments and the payment in full of the Notes.

     (i) To the extent that the payment of any Lenders Taxes by the Borrower in
     accordance  with this  Section  4.06  gives rise from time to time to a Tax
     Benefit (as hereinafter  defined) to such Lender in any jurisdiction  other
     than the  jurisdiction  which imposed such Taxes,  such Lender shall pay to
     the Borrower the amount of each such Tax Benefit so recognized or received.
     The amount of each Tax Benefit and, therefore, payment to the Borrower will
     be  determined  from  time to  time  by the  relevant  Lender  in its  sole
     discretion,  which  determination  shall be binding and  conclusive  on all
     parties hereto. Each such payment will be due and payable by such Lender to
     the Borrower  within a  reasonable  time after the filing of the income tax
     return in which such Tax Benefit is  recognized  or, in the case of any tax
     refund,  after the refund is received;  provided,  however,  if at any time
     thereafter  such Lender is required to rescind such Tax Benefit or such Tax
     Benefit is otherwise disallowed or nullified,  the Borrower shall promptly,
     after notice  thereof from such Lender,  repay to Lender the amount of such
     Tax Benefit  previously  paid to the Borrower and rescinded,  disallowed or
     nullified.  For  purposes of this  section,  Tax  Benefit  shall mean the
     amount by which any Lenders income tax liability for the taxable period in
     question is reduced below what would have been payable had the Borrower not
     been  required  to pay the  Lenders  Taxes.  In case of any  dispute  with
     respect to the amount of any  payment the  Borrower  shall have no right to
     any offset or withholding  of payments with respect to future  payments due
     to any Lender under this Agreement or the Notes.
<PAGE>


                                    ARTICLE V

                                   Guaranties

5.01 Guaranties.  As security for the full and timely payment and performance of
all  Obligations,  the Loan  Parties  shall on or before the Closing Date do all
things  necessary  in the  opinion  of the Agent to cause  each of its  Material
Subsidiaries  and its  Receivables  Subsidiaries  to execute  and deliver to the
Agent for the benefit of the Lenders the Guaranty Agreement.
<PAGE>


                                   ARTICLE VI

                     Conditions to Making Loans and Issuing
                                Letters of Credit
 
6.01 Conditions of Advance and Issuance of Letters of Credit.  The obligation of
the Lenders to make the initial  Advance and of NationsBank to issue the Letters
of Credit (other than  Existing  Letters of Credit) and to make Swing Line Loans
pursuant to this Agreement is subject to the conditions precedent that the Agent
shall have received on the Closing Date, in form and substance  satisfactory  to
the Agent and the Lenders, the following:

     (a) executed  originals of each of this Agreement,  the Notes and the other
     Loan Documents, together with all schedules and exhibits thereto;

     (b) favorable written opinions of special counsel to the Loan Parties dated
     the Closing  Date,  addressed  to the Lender  substantially  in the form of
     Exhibits I-1 and I-2 attached hereto;

     (c) resolutions of the boards of directors or other  appropriate  governing
     body  (or  of the  appropriate  committee  thereof)  of  the  Loan  Parties
     certified by its  secretary or assistant  secretary as of the Closing Date,
     appointing   (in  the  case  of  the  Borrower)   the  initial   Authorized
     Representative and approving and adopting the Loan Documents to be executed
     by such Person, and authorizing the execution and delivery thereof;

     (d) specimen  signatures of officers of each of the Loan Parties  executing
     the Loan Documents on behalf of such Person,  certified by the secretary or
     assistant secretary of the Borrower or Guarantor, as applicable;

     (e) the charter documents and bylaws of each of the Loan Parties, certified
     by the secretary or assistant secretary of such Guarantor;

     (f) certificates  issued as of a recent date by the Secretaries of State of
     the jurisdiction of incorporation of each of the Loan Parties as to the due
     existence and good standing of the Borrower and each Guarantor therein;

     (g) appropriate certificates of qualification to do business, good standing
     and, where  appropriate,  authority to conduct business under assumed name,
     issued in respect of the  Borrower as of a recent date by the  Secretary of
     State or comparable  official of each  jurisdiction in which the failure to
     be  qualified to do business or  authorized  so to conduct  business  could
     materially  adversely  affect  the  business,   operations  or  conditions,
     financial or otherwise, of the Borrower or any Guarantor;

     (h)  receipt  by  the  Agent  and  the  Lenders  of  such  fees  and  other
     consideration as may be required by the terms of the commitment to lend;

     (i) notice of appointment of the initial Authorized Representative;

     (j) evidence of insurance required by the Loan Documents; and

     (k) such other  documents,  instruments,  certificates  and opinions as the
     Agent may reasonably  request on or prior to the Closing Date in connection
     with the consummation of the transactions contemplated hereby.

6.02  Conditions of Loans.  The obligations of the Lenders to make any Loans and
of NationsBank to issue Letters of Credit and to make Swing Line Loans hereunder
on or  subsequent  to the Closing  Date are subject to the  satisfaction  of the
following conditions:

     (a) the Agent, or NationsBank,  in the case of Swing Line Loans, shall have
     received a Borrowing Notice if required by Article II hereof;

     (b) the representations and warranties of the Borrower set forth in Article
     VII  hereof  and in each of the  other  Loan  Documents  shall  be true and
     correct in all  material  respects  on and as of the date of such  Advance,
     Swing Line Loan or issuance of such Letters of Credit,  as the case may be,
     with the same effect as though such representations and warranties had been
     made on and as of such date, except to the extent that such representations
     and  warranties  expressly  relate to an earlier  date and except  that the
     financial statements referred to in  Section7.01(f)(i)  shall be deemed to
     be those financial  statements most recently delivered to the Agent and the
     Lenders pursuant to Section8.01 hereof;

     (c) in the case of the issuance of a Letter of Credit,  Borrower shall have
     executed and delivered to  NationsBank an  Applications  and Agreements for
     Letter of Credit in form and content  reasonably  acceptable to NationsBank
     together with such other  instruments and documents as it shall  reasonably
     request;

     (d) at the time of, and after giving  effect to, each such  Advance,  Swing
     Line Loan or  issuance  of each  Letter of  Credit,  as the case may be, no
     Default  or Event of  Default  specified  in  Article X hereof,  shall have
     occurred and be continuing; and

     (e) immediately after giving effect to:

          (i) a 364 Day Loan, the aggregate  principal amount of all outstanding
          364 Day Loans for each Lender  shall not exceed such  Lenders 364 Day
          Commitment;

          (ii) a 5 Year Loan, the aggregate principal balance of all outstanding
          5 Year Loans for each  Lender  shall not exceed  such  Lender's 5 Year
          Commitment;

          (iii) a Letter of  Credit,  the  aggregate  principal  balance  of all
          outstanding  Participations  in Letters  of Credit  and  Reimbursement
          Obligations  (or in the case of  NationsBank,  its remaining  interest
          after  deduction  of all  Participations  in  Letters  of  Credit  and
          Reimbursement Obligations of other Lenders) for each Lender and in the
          aggregate shall not exceed, respectively,  (X) such Lender's Letter of
          Credit Commitment or (Y) the Total Letter of Credit Commitment;

          (iv) a Swing Line Loan, the Swing Line  Outstandings  shall not exceed
          $20,000,000; and

          (v) a 5 Year Loan (including a Swing Line Loan) or a Letter of Credit,
          the sum of Outstanding 5 Year Outstandings  shall not exceed the Total
          Revolving Credit Commitment.

          Each  borrowing of Loans and each issuance of a Letter of Credit shall
          constitute a  representation  and  warranty by the  Borrower  that the
          conditions  set forth in clauses (b) and (e) above have been satisfied
          as of the date  thereof  and that as of the  date of such  Advance  or
          issuance of a Letter of Credit there has not been any material adverse
          change in the  business,  operations  or  financial  condition  of the
          Borrower and its Subsidiaries.
<PAGE>


                                   ARTICLE VII

                         Representations and Warranties

7.01  Representations and Warranties.  The Borrower represents and warrants with
respect to itself and each  Subsidiary  (which  representations  and  warranties
shall survive the delivery of the documents  mentioned  herein and the making of
Loans), that:

     (a) Organization and Authority.

          (i) the Borrower is a corporation  duly organized and validly existing
          under the laws of the jurisdiction of its incorporation;

          (ii) the Borrower (x) has the requisite power and authority to own its
          properties  and  assets  and to carry  on its  business  as now  being
          conducted  and as  contemplated  in the  Loan  Documents,  and  (y) is
          qualified to do business in every  jurisdiction in which failure so to
          qualify would have a Material Adverse Effect;

          (iii) the Borrower has the power and authority to execute, deliver and
          perform this Agreement and the Notes, and to borrow hereunder,  and to
          execute, deliver and perform each of the other Loan Documents to which
          it is a party;

          (iv) each  Guarantor has the power and  authority to execute,  deliver
          and  perform  the  Guaranty  Agreement  and  each  of the  other  Loan
          Documents to which it is a party; and

          (v) when executed and  delivered,  each of the Loan Documents to which
          Borrower  and any  Guarantor  is a party will be the legal,  valid and
          binding  obligation or agreement,  as the case may be, of the Borrower
          or Guarantor, as the case may be, enforceable against the Borrower and
          such Guarantor in accordance with its terms,  subject to the effect of
          any applicable bankruptcy, moratorium,  insolvency,  reorganization or
          other similar law affecting the  enforceability  of creditors'  rights
          generally,  to the effect of general  principles  of equity  which may
          limit the availability of equitable  remedies (whether in a proceeding
          at law or in equity).

     (b) Loan  Documents.  The execution,  delivery and  performance by the Loan
     Parties of each of the Loan Documents to which it is a party:

          (i) have  been  duly  authorized  by all  requisite  corporate  action
          (including  any  required  shareholder  approval)  of each of the Loan
          Parties  required for the lawful  execution,  delivery and performance
          thereof;

          (ii) do not violate any provisions of (1)any  applicable law, rule or
          regulation,  (2) any order of any court or other agency of  government
          binding on the Loan Parties or their respective properties, or (3)the
          charter documents or by-laws of the Loan Parties;

          (iii) does not and will not be in conflict with, result in a breach of
          or constitute an event of default,  or an event which,  with notice or
          lapse of time, or both,  would  constitute an event of default,  under
          any material  indenture,  agreement or other  instrument  to which the
          Loan Parties are a party,  or by which the properties or assets of the
          Loan Parties are bound;

          (iv) does not and will not result in the creation or imposition of any
          Lien,  charge or encumbrance of any nature  whatsoever upon any of the
          properties or assets of the Loan Parties  except any liens in favor of
          the  Agent  for  the  benefit  of the  Lenders  created  by  the  Loan
          Documents.

     (c) Solvency.  Borrower is Solvent after giving effect to the  transactions
     contemplated by this Agreement and the other Loan Documents.

     (d) Subsidiaries and Stockholders.  Borrower has no Subsidiaries other than
     those Persons listed as Subsidiaries in Schedule  7.01(d) hereto;  Schedule
     7.01(d) to this  Agreement  states as of the date hereof the authorized and
     issued  capitalization  of each Subsidiary  listed  thereon,  the number of
     shares or other equity interests of each class of capital stock or interest
     issued  and  outstanding  of each such  Subsidiary  and the  number  and/or
     percentage  of  outstanding  shares  or other  equity  interest  (including
     options,  warrants and other  rights to acquire any  interest) of each such
     class of capital stock or equity  interest owned by Borrower or by any such
     Subsidiary;  the outstanding  shares or other equity interests of each such
     Subsidiary  have been duly authorized and validly issued and are fully paid
     and nonassessable;  and Borrower and each such Subsidiary owns beneficially
     and of record all the shares and other  interests it is listed as owning in
     Schedule 7.01(d), free and clear of any Lien.

     (e) Ownership Interests. Borrower owns no interest in any Person other than
     the Persons listed in Schedule 7.01(d) hereto and Eligible Securities;

     (f) Financial Condition.  (i) The Borrower (f/k/a AssuStaff,  Incorporated)
     has heretofore furnished to the Agent for the benefit of the Lenders (a) an
     audited  consolidated balance sheet of the Borrower and its Subsidiaries as
     at  December  31,  1996 and  December  31,  1997 and the notes  thereto and
     related  consolidated  statements of income,  stockholders' equity and cash
     flows for each of the three years in the period ended  December 31, 1997 as
     examined  and  certified  by  PricewaterhouseCoopers  LLP (f/k/a  Coopers &
     Lybrand),  (b) an unaudited  consolidated balance sheet of the Borrower and
     its  Subsidiaries  (excluding the Strategix  Subsidiaries)  and the related
     unaudited consolidated statements of income,  stockholders equity and cash
     flows for each of the three years in the period  ended  December  31, 1997,
     (c)  unaudited  interim  financial  statements  of  the  Borrower  and  its
     Subsidiaries  consisting  of  a  consolidated  balance  sheet  and  related
     consolidated  statements  of income  and cash  flow,  in each case  without
     notes,  for and as of the six month  period  ending  June 30,  1998 and (d)
     unaudited  pro forma interim  financial  statements of the Borrower and its
     Subsidiaries consisting of a consolidated balance sheet as of June 30, 1998
     giving effect to the sale of the Strategix  Subsidiaries and a consolidated
     statement  of income for the twelve  month  period  ending  June 30,  1998,
     giving  effect  to the sale of the  Strategix  Subsidiaries  as at June 30,
     1997. Except as set forth therein, such financial statements (including the
     notes thereto)  present fairly the financial  condition of the Borrower and
     its  Subsidiaries  (other than the Strategix  Subsidiaries  where indicated
     above) as of the end of such Fiscal  Years and six month period and results
     of their operations and the changes in their  stockholders'  equity for the
     Fiscal  Years and  interim  periods  then  ended,  all in  conformity  with
     Generally  Accepted  Accounting  Principles  applied on a Consistent Basis,
     subject however,  in the case of unaudited  interim  statements to year end
     adjustments to the extent applicable;

          (ii) since  December  31,  1997,  there has been no  material  adverse
          change in the condition,  financial or otherwise,  of the Borrower and
          its Subsidiaries  (other than as a result of the sale of the Strategix
          Subsidiaries)  considered as a whole or in the businesses,  properties
          and operations of the Borrower and its  Subsidiaries,  considered as a
          whole, nor have such businesses or properties,  considered as a whole,
          been materially adversely affected as a result of any fire, explosion,
          earthquake,  accident, strike, lockout, combination of workers, flood,
          embargo or act of God;

          (iii) except as set forth in the financial  statements  referred to in
          Section  7.01(f)(i) or in Schedule 7.01(f) or Schedule 7.01(j) hereto,
          neither  Borrower nor any Subsidiary  has incurred,  other than in the
          ordinary course of business, any material  indebtedness,  obligations,
          commitments or other  liability  contingent or otherwise  which remain
          outstanding or unsatisfied;

     (g)  Title  to  Properties.  The  Borrower  has  title  to all its real and
     personal  properties,  subject to no transfer  restrictions or Liens of any
     kind,  except for (x) the  transfer  restrictions  and Liens  described  in
     Schedule   7.01(g)-Liens   attached  hereto  and  incorporated   herein  by
     reference, and (y) any other Permitted Liens;

     (h) Taxes. The Borrower and each Subsidiary has filed or caused to be filed
     all federal,  state and local tax returns which are required to be filed by
     it and except for taxes and  assessments  being contested in good faith and
     against which reserves satisfactory to the Borrower's independent certified
     public accountants have been established, has paid or caused to be paid all
     taxes as shown on said returns or on any assessment  received by it, to the
     extent that such taxes have become due;

     (i) Other Agreements. Neither the Borrower nor any Subsidiary is

          (i) a  party  to any  judgment,  order,  decree  or any  agreement  or
          instrument or subject to restrictions  materially  adversely affecting
          the business,  properties or assets, operation or condition (financial
          or otherwise) of the Borrower or any Subsidiary considered as a whole;
          or

          (ii) in default in the  performance,  observance or fulfillment of any
          of the obligations, covenants or conditions contained in any agreement
          or  instrument  to which the  Borrower or any  Subsidiary  is a party,
          which  default has, or if not  remedied  within any  applicable  grace
          period could have a Material Adverse Effect;

     (j) Litigation. Except as set forth in Schedule7.01(j) hereto, there is no
     action,  suit  or  proceeding  at  law or in  equity  or by or  before  any
     governmental instrumentality or agency or arbitral body pending, or, to the
     knowledge  of the  Borrower,  threatened  by or against the Borrower or any
     Subsidiary or affecting the Borrower or any Subsidiary or any properties or
     rights  of the  Borrower  or any  Subsidiary,  which  could  reasonably  be
     expected to have a Material Adverse Effect;

     (k) Margin Stock.The  proceeds of the borrowings made pursuant to Article
     II hereof will be used by the  Borrower  only for the purposes set forth in
     Section  2.14  hereof.  None of such  proceeds  will be used,  directly  or
     indirectly,  for the purpose of  purchasing or carrying any margin stock or
     for the  purpose  of  reducing  or  retiring  any  Indebtedness  which  was
     originally  incurred  to purchase  or carry  margin  stock or for any other
     purpose  which might  constitute  any of the Loans  under this  Agreement a
     "purpose  credit"  within the meaning of said  Regulation U or Regulation X
     (12  C.F.R.  Part 224) of the Board.  Neither  the  Borrower  nor any agent
     acting in its behalf has taken or will take any action  which  might  cause
     this  Agreement or any of the documents or instruments  delivered  pursuant
     hereto to violate any  regulation of the Board or to violate the Securities
     Exchange  Act of 1934,  as  amended,  or the  Securities  Act of  1933,  as
     amended,  or any state  securities  laws,  in each case as in effect on the
     date hereof;

     (l)  Investment  Company.  Neither the  Borrower nor any  Subsidiary  is an
     "investment  company,"  or an  "affiliated  person"  of, or  "promoter"  or
     "principal  underwriter"  for, an  "investment  company," as such terms are
     defined  in the  Investment  Company  Act of 1940,  as  amended  (15 U.S.C.
     80a-1,  et  seq.).  The  application  of the  proceeds  of the  Loans and
     repayment  thereof by the Borrower and the  performance  by the Borrower of
     the  transactions  contemplated  by this  Agreement  will not  violate  any
     provision  of said Act,  or any  rule,  regulation  or order  issued by the
     Securities and Exchange Commission thereunder, in each case as in effect on
     the date hereof;

     (m) Patents, Etc. Except as set forth in Schedule 7.01(j), the Borrower and
     each  Subsidiary  owns  or has  the  right  to  use,  under  valid  license
     agreements  or  otherwise,  all  material  patents,  licenses,  franchises,
     trademarks, trademark rights, trade names, trade name rights, trade secrets
     and  copyrights  necessary to the conduct of its business as now conducted,
     without known  conflict  with any patent,  license,  franchise,  trademark,
     trade secrets and confidential commercial or proprietary information, trade
     name, copyright, rights to trade secrets or other proprietary rights of any
     other Person which conflict could reasonably be expected to have a Material
     Adverse Effect;

     (n) No Untrue Statement. Neither this Agreement nor any other Loan Document
     or  certificate  or document  executed and delivered by or on behalf of the
     Borrower  or any  Guarantor  in  accordance  with or  pursuant  to any Loan
     Document  contains any  misrepresentation  or untrue  statement of material
     fact  or  omits  to  state a  material  fact  necessary,  in  light  of the
     circumstance   under  which  it  was  made,  in  order  to  make  any  such
     representation  or  statement  contained  therein  not  misleading  in  any
     material respect;

     (o) No Consents,  Etc.  Neither the respective  businesses or properties of
     the Borrower or any Subsidiary,  nor any relationship  between the Borrower
     or any Subsidiary and any other Person,  nor any circumstance in connection
     with the execution,  delivery and performance of the Loan Documents and the
     transactions  contemplated hereby is such as to require a consent, approval
     or authorization  of, or filing,  registration or  qualification  with, any
     governmental  or other  authority  or any  other  Person on the part of the
     Borrower or any  Subsidiary as a condition to the  execution,  delivery and
     performance of, or consummation of the  transactions  contemplated by, this
     Agreement  or the other Loan  Documents or if so, such  consent,  approval,
     authorization,  filing,  registration or qualification has been obtained or
     effected, as the case may be;

     (p) ERISA.

          (i) None of the employee  benefit plans  maintained at any time by the
          Borrower  or any  Subsidiary  or the  trusts  created  thereunder  has
          engaged in a  prohibited  transaction  which  could  subject  any such
          employee  benefit  plan or  trust  to a  material  tax or  penalty  on
          prohibited  transactions  imposed under Internal  Revenue Code Section
          4975 or ERISA;

          (ii) None of the employee  benefit plans maintained at any time by the
          Borrower or any Subsidiary  which are employee  pension  benefit plans
          and  which  are  subject  to Title IV of ERISA or the  trusts  created
          thereunder has been terminated so as to result in a material liability
          of the  Borrower  or any  Subsidiary  under  ERISA  nor has  any  such
          employee  benefit plan of the Borrower or any Subsidiary  incurred any
          material  liability  to  the  Pension  Benefit  Guaranty   Corporation
          established pursuant to ERISA, other than for required insurance which
          have been paid or are not yet due and  payable;  neither the  Borrower
          nor any Subsidiary  has withdrawn from or caused a partial  withdrawal
          to occur with  respect to any  Multi-employer  Plan  resulting  in any
          assessed  and  unpaid  withdrawal  liability;  the  Borrower  and each
          Subsidiary  has made or  provided  for all  contributions  to all such
          employee  pension  benefit  plans  which they  maintain  and which are
          required as of the end of the most recent  fiscal year under each such
          plan;  neither  the  Borrower  nor any  Subsidiary  has  incurred  any
          accumulated  funding deficiency with respect to any such plan, whether
          or not waived; nor has there been any reportable event, or other event
          or condition,  which  presents a material risk of  termination  of any
          such  employee   benefit  plan  by  such  Pension   Benefit   Guaranty
          Corporation;

          (iii) The  present  value of all  vested  accrued  benefits  under the
          employee pension benefit plans which are subject to Title IV of ERISA,
          maintained by the Borrower or any  Subsidiary  did not, as of the most
          recent  valuation  date for each such plan,  exceed  the then  current
          value of the assets of such employee  benefit plans  allocable to such
          benefits;

          (iv) The  consummation of the Loans and the issuance of the Letters of
          Credit provided for in Article II and Article III will not involve any
          prohibited transaction under ERISA which is not subject to a statutory
          or administrative exemption;

          (v) To the best of the  Borrower's  knowledge,  each employee  pension
          benefit plan subject to Title IV of ERISA,  maintained by the Borrower
          or any Subsidiary,  has been administered in accordance with its terms
          in all material respects and is in compliance in all material respects
          with all applicable  requirements of ERISA and other  applicable laws,
          regulations and rules;

          (vi) There has been no  material  withdrawal  liability  incurred  and
          unpaid with respect to any  Multi-employer  Plan to which the Borrower
          or any Subsidiary is or was a contributor;

          (vii) As used in this Agreement,  the terms  "employee  benefit plan,"
          "employee  pension benefit plan,"  "accumulated  funding  deficiency,"
          "reportable  event," and "accrued  benefits" shall have the respective
          meanings   assigned  to  them  in  ERISA,  and  the  term  "prohibited
          transaction"  shall have the meaning  assigned  to it in Code  Section
          4975 and ERISA;

          (viii)  Neither the Borrower nor any  Subsidiary has any liability not
          disclosed on any of the financial  statements furnished to the Lenders
          pursuant to Section 7.01(f) hereof, contingent or otherwise, under any
          plan  or  program  or  the  equivalent  for  unfunded  post-retirement
          benefits,   including  pension,  medical  and  death  benefits,  which
          liability would have a Material Adverse Effect.

     (q) No Default. As of the date hereof,  there does not exist any Default or
     Event of Default hereunder;

     (r) Hazardous Materials.  The Borrower and each Subsidiary is in compliance
     with all applicable  Environmental Laws in all material  respects.  Neither
     the  Borrower nor any  Subsidiary  has been  notified of any action,  suit,
     proceeding or  investigation  which calls into  question  compliance by the
     Borrower or any Subsidiary  with any  Environmental  Laws or which seeks to
     suspend,  revoke or terminate any license, permit or approval necessary for
     the generation,  handling,  storage, treatment or disposal of any Hazardous
     Material;

     (s) RICO. Neither the Borrower nor any Subsidiary is engaged in and has not
     engaged in any course of conduct that could subject any of their respective
     properties to any Lien, seizure or other forfeiture under any criminal law,
     racketeer influenced and corrupt  organizations law, civil or criminal,  or
     other similar laws;

     (t)  Employment  Matters.  Except as set  forth on  Schedule  7.01(t),  the
     Borrower and each Subsidiary is in compliance in all material respects with
     all  applicable  laws,  rules  and  regulations   pertaining  to  labor  or
     employment matters, including without limitation those pertaining to wages,
     hours,  occupational  safety and taxation  and there is neither  pending or
     threatened any material litigation,  administrative  proceeding nor, to the
     knowledge of the Borrower,  any  investigation,  in respect of such matters
     which could reasonably be expected to have a Material Adverse Effect;

     (u) Year  2000  Compliance.  The  Borrower  and its  Subsidiaries  have (i)
     initiated a review and  assessment  of all areas within its and each of its
     Subsidiaries'   business  and  operations   (including  those  affected  by
     information  received from suppliers and vendors) that could  reasonably be
     expected to be materially adversely affected by the Year 2000 Problem, (ii)
     developed a plan and time line for  addressing  the Year 2000  Problem on a
     timely basis,  and (iii) to date,  implemented  that plan  substantially in
     accordance with that timetable.  The Borrower  reasonably believes that all
     computer  applications  (including  those affected by information  received
     from its  suppliers  and  vendors)  that are  material to its or any of its
     Subsidiaries'  business and operations  will on a timely basis be Year 2000
     Compliant,  except  to  the  extent  that  a  failure  to do so  could  not
     reasonably be expected to have Material Adverse Effect.
<PAGE>


                                  ARTICLE VIII

                              Affirmative Covenants

Until the  Obligations  have been paid and satisfied in full and this  Agreement
has been  terminated  in accordance  with the terms hereof,  unless the Required
Lenders  shall  otherwise  consent in writing,  the Borrower will and will cause
each Subsidiary to:

8.01 Financial Reports, Etc. (a) as soon as practical and in any event within 95
days after the end of each Fiscal Year of the  Borrower,  deliver or cause to be
delivered to the Agent (i) a consolidated  balance sheet of the Borrower and its
Subsidiaries,  and the notes thereto, and the related consolidated statements of
income,  stockholders'  equity and cash flows and the respective  notes thereto,
for such Fiscal Year,  setting forth  comparative  financial  statements for the
preceding  Fiscal  Year,  all prepared in  accordance  with  Generally  Accepted
Accounting  Principles applied on a Consistent Basis and containing  opinions of
PricewaterhouseCoopers   LLP,  or  other  such   independent   certified  public
accountants  selected  by the  Borrower  and  approved  by the Agent,  which are
unqualified as to the scope of the audit performed and as to the "going concern"
status of the Borrower;  and (ii) a certificate of an Authorized  Representative
demonstrating  compliance with Sections 9.01, 9.02, 9.03, 9.04(d),  9.06(vi) and
9.08 of this Agreement,  which  certificate shall be in the form attached hereto
as Exhibit J;

     (b) as soon as  practical  and in any event within 50 days after the end of
     each fiscal  quarter  (except the last of the Fiscal Year),  deliver to the
     Agent (i)a consolidated balance sheet of the Borrower and its Subsidiaries
     as of the end of such reporting period, the related consolidated statements
     of income,  stockholders'  equity and cash flows for such reporting  period
     and for the period from the beginning of the Fiscal Year through the end of
     such  reporting  period,  accompanied  by a  certificate  of an  Authorized
     Representative to the effect that such financial  statements present fairly
     the financial  position of the Borrower and its  Subsidiaries as of the end
     of such  reporting  period  and the  results  of their  operations  and the
     changes  in  their  financial   position  for  such  reporting  period,  in
     conformity with the standards set forth in Section  7.01(f)(i) with respect
     to  interim   financials   and  (ii)  a   certificate   of  an   Authorized
     Representative  containing computations for such quarter comparable to that
     required pursuant to Section 8.01(a)(ii);

     (c) together  with each delivery of the  financial  statements  required by
     Section  8.01(a)(i)  hereof,  deliver  to  the  Agent  a  letter  from  the
     Borrower's  accountants specified in Section 8.01(a)(i) hereof stating that
     in  performing  the audit  necessary to render an opinion on the  financial
     statements  delivered under Section 8.01(a)(i),  they obtained no knowledge
     of any Default or Event of Default by the Borrower or any  Guarantor in the
     fulfillment of the terms and  provisions of this Agreement  insofar as they
     relate to financial  covenants (which at the date of such statement remains
     uncured); and if the accountants have obtained knowledge of such Default or
     Event of Default, a statement specifying the nature and period of existence
     thereof;

     (d) promptly upon their  becoming  available to the Borrower,  the Borrower
     shall deliver to the Agent a copy of (i)all  regular or special reports or
     effective  registration  statements  which Borrower or any Subsidiary shall
     file with the Securities and Exchange Commission (or any successor thereto)
     or any securities  exchange,  (ii) any proxy  statement  distributed by the
     Borrower to its  shareholders,  bondholders  or the financial  community in
     general,  and (iii) any  management letter or other report submitted to the
     Borrower  or  any  of  its  Subsidiaries  by  independent   accountants  in
     connection with any annual, interim or special audit of the Borrower or any
     of its Subsidiaries;

     (e) The Agent and the  Lenders are hereby  authorized  to deliver a copy of
     any such financial  information  delivered hereunder to the Lenders (or any
     affiliate of any Lender) or the Agent, to any regulatory  authority  having
     jurisdiction  over  the  Agent  or the  Lenders  pursuant  to  any  request
     therefor, to any other Person who shall acquire or consider the acquisition
     of a  participation  interest  in or  assignment  of any Loan or  Letter of
     Credit permitted by this Agreement and to any affiliate of the Lenders.

8.02  Maintain  Properties.  Maintain all material  properties  necessary to its
operations in good working order and condition (ordinary wear and tear excepted)
and make all needed  repairs,  replacements  and  renewals as are  necessary  to
conduct its business in accordance with customary business practices.

8.03 Existence,  Qualification, Etc. Do or cause to be done all things necessary
to preserve  and keep in full force and effect its  existence  and all  material
rights and  franchises,  trade  names,  trademarks  and permits and maintain its
license  or  qualification  to do  business  as a foreign  corporation  and good
standing  in each  jurisdiction  in which the  failure to so maintain or qualify
would  have a  material  adverse  affect  on the  Borrower  or its  Subsidiaries
considered as a whole.

8.04  Regulations  and Taxes.  Comply with or contest in good faith all material
statutes and governmental  regulations and pay all material taxes,  assessments,
governmental charges,  claims for labor, supplies, rent and any other obligation
which,  if unpaid,  might  become a Lien  against any of its  properties  except
liabilities  being  contested in good faith and against which adequate  reserves
have  been  established  in  accordance  with  Generally   Accepted   Accounting
Principles and liabilities.

8.05 Insurance.  (i) Keep all of its insurable properties  adequately insured at
all times with responsible insurance carriers against loss or damage by fire and
other  hazards to the extent and in the manner  customarily  insured  against by
similar  businesses  owning such properties  similarly  situated,  (ii) maintain
general  public  liability  insurance  at all times with  responsible  insurance
carriers  against  liability on account of damage to persons and property having
such limits,  deductibles,  exclusions  and  co-insurance  and other  provisions
providing no less coverage than that specified in Schedule 8.05 attached hereto,
such  insurance  policies  to be in form  satisfactory  to the Agent,  and (iii)
maintain  insurance under all applicable  workers'  compensation laws (or in the
alternative,   maintain   required   reserves  if   self-insured   for  workers'
compensation purposes).

8.06 True Books.  Keep true books of record and account in which full,  true and
correct entries will be made of all of its dealings and transactions, and set up
on its books such reserves as may be required by Generally  Accepted  Accounting
Principles  with  respect  to  doubtful  accounts  and all  taxes,  assessments,
charges,  levies and claims and with  respect to its  business in  general,  and
include such reserves in interim as well as year-end financial statements.

8.07 Year 2000  Compliance.  The Borrower will promptly notify the Agent and the
Lenders in the event the  Borrower  discovers  or  determines  that any computer
application (including those affected by information received from its suppliers
and vendors)  that is material to its or any of its  Subsidiaries  business and
operations  will not be Year 2000  Compliant  on a timely  basis,  except to the
extent that such  failure  could not  reasonably  be expected to have a Material
Adverse Effect.

8.08 Right of  Inspection.  Permit  the Agent and any  Lender  and  accountants,
attorneys  or other  consultants  designated  by the Agent and any Lender at the
Agent or any  Lender's  expense  to visit  and  inspect  any of the  properties,
corporate books and financial reports of the Borrower and its Subsidiaries,  and
to discuss their respective affairs,  finances and accounts with their principal
executive officers and independent  certified public  accountants,  all at times
reasonably  convenient  to  the  Borrower,  at  reasonable  intervals  and  with
reasonable prior notice. Subject to Section 12.17, the Agent and each Lender and
such  accountants,  attorneys or other  consultants  shall treat all information
received  by it  pursuant  to this  Section as  confidential  to the extent such
information  is not  generally  available  to other  Persons  and shall,  at the
request of Borrower, execute a confidentiality agreement.

8.9 Observe all Laws.  Conform to and duly observe in all material  respects all
laws,  rules and regulations and all other valid  requirements of any regulatory
authority  with  respect to the  conduct of its  business  where the  failure to
comply would be reasonably expected to result in a Material Adverse Effect.

8.10 Officer's Knowledge of Default. Observe all Laws. Upon the President, Chief
Financial  Officer or the Controller of the Borrower  obtaining actual knowledge
of any Default or Event of Default  hereunder or under any other  obligation  of
the Borrower or any Subsidiary described in Section 10.01(e), cause such officer
or an  Authorized  Representative  to  promptly  notify  the Agent of the nature
thereof,  the period of existence thereof, and what action the Borrower proposes
to take with respect thereto.

8.11 Suits or Other Proceedings.  Upon the President, Chief Financial Officer or
the Controller of the Borrower  obtaining  actual knowledge of any litigation or
other  proceedings being instituted  against the Borrower or any Subsidiary,  or
any attachment,  levy,  execution or other process being instituted  against any
assets of the Borrower or any  Subsidiary,  in an aggregate  amount greater than
$500,000  not  otherwise  covered by  insurance,  promptly  deliver to the Agent
written  notice  thereof  stating  the  nature  and  status of such  litigation,
dispute, proceeding, levy, execution or other process.

8.12 Notice of  Discharge  of  Hazardous  Material or  Environmental  Compliant.
Promptly provide to the Agent true,  accurate and complete copies of any and all
notices,  complaints,  orders, directives,  claims, or citations received by the
Borrower or any  Subsidiary  relating to any material  (a)  violation or alleged
violation by the Borrower or any Subsidiary of any applicable Environmental Laws
or OSHA; (b) release or threatened  release by the Borrower or any Subsidiary of
any Hazardous  Material,  except where  occurring  legally;  or (c) liability or
alleged  liability of the Borrower or any  Subsidiary  for the costs of cleaning
up, removing, remediating or responding to a release of Hazardous Materials.

8.13 Environmental  Compliance.  If the Borrower or any Subsidiary shall receive
notice from any  governmental  authority that the Borrower or any Subsidiary has
violated any  applicable  Environmental  Laws,  the Borrower shall to the extent
required by law and after  expiration  of all valid  appeals and  administrative
proceedings (and in any event within the time period permitted by the applicable
governmental  authority) remove or remedy, or cause the applicable Subsidiary to
remove or remedy, such violation.

8.14 Indemnification.  The Borrower hereby agrees to defend,  indemnify and hold
the Agent and each Lender harmless from and against any and all claims,  losses,
liabilities,  damages and expenses (including, without limitation, cleanup costs
and reasonable  attorneys'  fees) arising directly or indirectly from, out of or
by reason of the  handling,  storage,  treatment,  emission  or  disposal of any
Hazardous  Material  by or in  respect  of the  Borrower  or any  Subsidiary  or
property  owned or leased or operated by the  Borrower  or any  Subsidiary.  The
provisions  of this Section  8.14 shall  survive  repayment of the  Obligations,
occurrence  of  the  Revolving   Credit   Termination  Date  and  expiration  or
termination of this Agreement.

8.15 Further  Assurances.  At its cost and  expense,  upon request of the Agent,
duly  execute and deliver or cause to be duly  executed  and  delivered,  to the
Agent  such  further  instruments,   documents,   certificates,   financing  and
continuation statements,  and do and cause to be done such further acts that may
be reasonably  necessary or advisable in the reasonable  opinion of the Agent to
carry out more effectively the provisions and purposes of this Agreement and the
other Loan Documents.

8.16 ERISA Requirement. Comply in all material respects with all requirements of
ERISA  applicable  to it and furnish to the Agent as soon as possible and in any
event (i) within thirty (30) days after the Borrower knows or has reason to know
that any reportable  event with respect to any employee  benefit plan subject to
Title IV of ERISA  maintained  by the  Borrower  or any  Subsidiary  which could
reasonably  be expected to give rise to  termination  or the  imposition  of any
material  tax or  penalty  has  occurred,  written  statement  of an  Authorized
Representative  describing in reasonable  detail such  reportable  event and any
action which the Borrower or applicable Subsidiary proposes to take with respect
thereto,  together with a copy of the notice of such  reportable  event given to
the Pension  Benefit  Guaranty  Corporation  ("PBGC")  or a statement  that said
notice will be filed with the annual report of the United  States  Department of
Labor  with  respect  to such  plan if such  filing  has been  authorized,  (ii)
promptly  after receipt  thereof,  a copy of any notice that the Borrower or any
Subsidiary  may receive from the PBGC  relating to the  intention of the PBGC to
terminate any employee  benefit plan or plans of the Borrower or any  Subsidiary
or to appoint a trustee to  administer  any such plan which could  reasonably be
expected to result in a Material Adverse Effect,  and (iii) within 10 days after
a filing  with the PBGC  pursuant  to Section  412(n) of the Code of a notice of
failure to make a required  installment or other payment with respect to a plan,
a certificate of an Authorized  Representative  setting forth details as to such
failure  and the  action  that  the  Borrower  or its  affected  Subsidiary,  as
applicable,  proposes to take with respect thereto, together with a copy of such
notice given to the PBGC.

8.17 Continued Operations. Continue at all times (i) to conduct its business and
engage  principally  in a line or lines of business  involving the furnishing of
personnel  related services,  and (ii) preserve,  protect and maintain free from
Liens its material patents, copyrights,  licenses, trademarks, trademark rights,
trade names,  trade name rights,  trade secrets and know-how necessary or useful
in  the  conduct  of  its  operations,  except  to the  extent  Borrower  or its
Subsidiaries is otherwise permitted hereunder to dispose of assets.

8.18 Use of  Proceeds.  Use the  proceeds of the Loans  solely for the  purposes
specified in Section 2.14 hereof.
<PAGE>


                                   ARTICLE IX

                               Negative Covenants

Until the  Obligations  have been paid and satisfied in full and this  Agreement
has been  terminated  in accordance  with the terms hereof,  unless the Required
Lenders shall otherwise  consent in writing,  the Borrower will not, nor will it
permit any Subsidiary to:

9.01 Consolidated  Leverage Ratio.  Permit at the end of each fiscal quarter the
Consolidated Leverage Ratio to exceed 3.00 to 1.00.

9.02 Consolidated  Fixed Charge Ratio.  Permit at the end of each fiscal quarter
the Consolidated Fixed Charge Ratio to be less than 1.50 to 1.00.

9.03  Consolidated  Capitalization  Ratio.  Permit at any time the  Consolidated
Capitalization Ratio to exceed .50 to 1.00.

9.04 Indebtedness.  Incur,  create,  assume or permit to exist any Indebtedness,
howsoever evidenced, except

     (a)  Indebtedness  existing  as of the  date  hereof  and as set  forth  in
     Schedule 9.04 attached hereto and incorporated  herein by reference and any
     refinancings,   renewals  or   extensions   (including   substitutions   or
     replacement  of  properties  by  newly  acquired  properties)  thereof  and
     containing  covenants  no more  restrictive  than those  contained  in this
     Agreement and providing no increase in the amount of such Indebtedness;

     (b) the endorsement of negotiable  instruments for deposit or collection or
     similar transactions in the ordinary course of business;

     (c) Indebtedness arising under this Agreement;

     (d) additional  unsecured  Indebtedness  of the Borrower or Guarantors,  or
     both, in an aggregate  outstanding  amount not to exceed at any time 20% of
     Consolidated Shareholders Equity;

     (e) Capital  Leases and purchase  money  Indebtedness  described in Section
     9.07 not to exceed at any time an aggregate outstanding principal amount of
     $20,000,000; and

     (f)  additional  unsecured  Indebtedness  of  Subsidiaries  which  are  not
     Guarantors in an aggregate outstanding amount not to exceed $5,000,000.

     For  purposes  of  determining  the  amount  of  Indebtedness  incurred  in
     connection  with an  Acquisition,  any  Indebtedness  which under Generally
     Accepted  Accounting  Principles  must be recorded  as a  liability  on the
     consolidated  balance sheet of the Borrower,  whether or not constituting a
     Contingent  Obligation or Indebtedness for Money Borrowed,  shall be deemed
     Indebtedness  at 100% of the amount  thereof for  purposes of this  Section
     9.04, and to the extent such Indebtedness is not so required to be recorded
     as a liability,  it shall not be deemed  Indebtedness  for purposes of this
     Section 9.04.  Indebtedness  incurred under clause (d) above may be secured
     by Letters of Credit issued pursuant to Article III hereof.

9.05 Transfer of Assets.  Sell, lease,  transfer or otherwise dispose of (i) any
interest  in any  Subsidiary,  or  (ii)  any  other  asset  of  Borrower  or any
Subsidiary except (a) assets sold in the ordinary course of business, (b) assets
which  are worn out,  obsolete  or no longer  necessary,  (c) sales of  accounts
receivable to Receivable Subsidiaries so long as such Receivable Subsidiary is a
Guarantor,  (d) a  transfer  by the  Borrower  or a  Subsidiary  of  assets to a
Guarantor  or the  Borrower  or (e) other  assets in any Fiscal  Year  having an
aggregate book value not exceeding 5% of  Consolidated  Total Assets;  provided,
however,  that the Borrower and its  Subsidiaries may sell for cash other assets
in excess of 5% of Consolidated Total Assets so long as the net proceeds of such
sale are used to  permanently  reduce  the  Total  Revolving  Credit  Commitment
pursuant to Section 2.08(a).

9.06  Investments;Acquisitions.  Purchase,  own, invest in or otherwise Acquire,
directly or indirectly,  any stock or other  securities or all or  substantially
all of the assets,  or make or permit to exist any  interest  whatsoever  in any
other  Person or permit to exist any loans or advances to any Person;  provided,
Borrower and its Subsidiaries may maintain investments or invest in or Acquire

     (i) Eligible Securities;

     (ii)  investments  existing  as of the  date  hereof  and as set  forth  in
     Schedule 7.01(d) attached hereto;

     (iii) accounts  receivable arising and trade credit granted in the ordinary
     course of business and any securities  received in  satisfaction or partial
     satisfaction  thereof in connection  with accounts of financially  troubled
     Persons to the  extent  reasonably  necessary  in order to prevent or limit
     loss;

     (iv)  Acquisitions  so long as (A) the  Acquisition  is not  opposed by the
     Person who is being  acquired or whose assets are being  acquired,  (B) the
     Cost of  Acquisition  of any Person  does not exceed ten  percent  (10%) of
     Consolidated  Shareholders'  Equity  and (C) if the  Person  or  assets  so
     acquired on a pro forma  historical basis as at the date of the Acquisition
     or for the  Four-Quarter  Period most recently ended  preceding the date of
     Acquisition owned assets or generated income,  which when consolidated with
     the  assets  and  pre-tax  income  of the  Borrower  and its  Subsidiaries,
     constitute  ten percent (10%) or more of the  Consolidated  Total Assets or
     Consolidated  Pre-Tax Income,  then the Borrower shall furnish to the Agent
     prior to completing  such  Acquisition a certificate in the form of Exhibit
     J, which  certificate  demonstrates that on a pro forma historical basis no
     Default or Event of Default exists under this Agreement;

     (v) loans and advances to and  investments in Subsidiaries so long as loans
     and  advances  to  and  investments  in  all  Subsidiaries  which  are  not
     Guarantors do not exceed at any time an aggregate of $50,000,000; provided,
     however,  that nothing  contained in this Section  shall limit the right of
     Borrower and its  Subsidiaries  to make payments in the ordinary  course of
     business on behalf of customers of Borrower or its  Subsidiaries  rendering
     temporary  staffing  services (the private label business) where payments
     by recipients of such staffing  services from such customers of Borrower or
     its Subsidiaries are remitted directly to the Borrower or its Subsidiaries;

     (vi)  loans  and  advances  to and  investments  in  Persons  who  are  not
     Subsidiaries  so  long as (i)  such  Person  derives  the  majority  of its
     revenues from providing staffing,  consulting and outsourcing services, and
     (ii) such loans and  advances  to and  investments  in such  Persons do not
     exceed at any time an aggregate of $5,000,000;

     (vii)  Investments  as of the Closing  Date in the form of ownership of the
     capital stock in a Subsidiary;

     (viii)  guarantees of any  Indebtedness  (that is permitted by Section 9.04
     hereof) of a Guarantor; and

     (ix) loans and advances to  employees of the Borrower and its  Subsidiaries
     (including  bridge and  relocation  loans) made in the  ordinary  course of
     business in an amount not to exceed  $500,000 in the aggregate  outstanding
     at one time.

9.07 Liens. Incur,  create or permit to exist any pledge,  Lien, charge or other
encumbrance of any nature  whatsoever  with respect to any property or assets of
the Borrower or any Subsidiary to secure  Indebtedness  owed to any other Person
except:

     (i) Permitted Liens; and

     (ii) purchase money Liens to secure Indebtedness and Liens securing Capital
     Leases to the extent permitted under Section 9.04(e) which  Indebtedness is
     incurred to purchase fixed assets,  provided such  Indebtedness  represents
     not less than 75% of the  purchase  price of such  assets as of the date of
     purchase thereof and no property other than the assets so purchased secures
     such Indebtedness.

9.08  Restricted  Payments.  Make  Restricted  Payments  during the term of this
Agreement in an aggregate amount exceeding $200,000,000, provided, however, that
the Borrower shall not make any  Restricted  Payment if either prior to or after
giving  effect to such  Restricted  Payment a Default or Event of Default  shall
exist,  provided that in no event shall  capital stock of the Borrower  owned by
Borrower and its Subsidiaries  represent at any time 25% or more of Consolidated
Shareholders Equity.

9.09  Merger or  Consolidation.  (a)  Consolidate  with or merge  into any other
Person,  or (b) permit  any other  Person to merge into it; or (c) other than as
permitted in Section 9.05,  liquidate,  wind-up or dissolve or sell, transfer or
lease or otherwise  dispose of all or a  substantial  part of its assets  (other
than sales in the  ordinary  course of  business);  provided,  however,  (i) any
Subsidiary of the Borrower may merge or transfer all or substantially all of its
assets into or  consolidate  with any  wholly-owned  Subsidiary of the Borrower,
(ii) any Person may merge with the Borrower or a wholly-owned  Subsidiary if the
Borrower or such Subsidiary  shall be the survivor thereof and such merger shall
not cause, create or result in the occurrence on any Default or Event of Default
hereunder.

9.10 Change in Control.  Cause,  suffer or permit any Person or group of Persons
acting in concert other than the owners, if any, of more than 35% of outstanding
securities  of the Borrower as of the Closing Date having  voting  rights in the
election of directors, to own or control, directly or indirectly,  more than 35%
of the  outstanding  securities  of (on a fully  diluted  basis and taking  into
account any outstanding securities or contract rights exercisable,  exchangeable
or convertible  into equity  interests) the Borrower having voting rights in the
election of directors.

9.11  Transactions  with Affiliates.  Enter into any transaction  after the date
hereof, including,  without limitation,  the purchase, sale, leasing or exchange
of  property,  real or  personal,  or the  rendering  of any  service,  with any
Affiliate  of the  Borrower  (other  than a  Subsidiary),  except (a) where such
transaction is upon fair and reasonable  terms that are no less favorable to the
Borrower or any Subsidiary than would be obtained in an arm's length transaction
with a nonaffiliated  Person,  (b) in the ordinary course of and pursuant to the
reasonable  requirements  of  the  Borrower's  (or  any  Subsidiary's)  business
consistent  with  past  practice  of the  Borrower  and  its  Subsidiaries,  (c)
investments  permitted  by clause (ix) of Section  9.06,  and (d) the payment of
reasonable  compensation  (including  the  granting  of  stock  options  for the
purchase of  Borrower's  capital  stock and payment of cash) to the directors of
the Borrower.
 
9.12 ERISA. With respect to all employee pension benefit plans maintained by the
Borrower or any Subsidiary:

     (i) terminate any of such employee pension benefit plans so as to incur any
     material liability to the Pension Benefit Guaranty Corporation  established
     pursuant to ERISA;

     (ii) allow or suffer to exist any prohibited  transaction  involving any of
     such employee  pension benefit plans or any trust created  thereunder which
     would  subject the Borrower or a Subsidiary  to any material tax or penalty
     or other  liability  on  prohibited  transactions  imposed  under  Internal
     Revenue Code Section 4975 or ERISA;

     (iii)  fail  to  pay  to  any  such  employee   pension  benefit  plan  any
     contribution  which it is  obligated  to pay  under  the terms of such plan
     which could reasonably be expected to have a Material Adverse Effect;

     (iv) allow or suffer to exist any accumulated funding  deficiency,  whether
     or not waived, with respect to any such employee pension benefit plan which
     could reasonably be expected to have a Material Adverse Effect;

     (v) allow or suffer to exist any  occurrence  of a reportable  event or any
     other event or condition,  which presents a material risk of termination by
     the Pension  Benefit  Guaranty  Corporation  of any such  employee  pension
     benefit plan that is a Single Employer Plan, which termination could result
     in any liability to the Pension Benefit  Guaranty  Corporation  which could
     reasonably be expected to have a Material Adverse Effect; or

     (vi) incur any withdrawal liability with respect to any Multi-employer Plan
     which could reasonably be expected to have a Material Adverse Effect.

9.13 Fiscal Year. Change its Fiscal Year.

9.14  Dissolution,   etc.  Wind  up,  liquidate  or  dissolve   (voluntarily  or
involuntarily)  or commence or suffer any  proceedings  seeking any such winding
up,  liquidation  or  dissolution,  except  in  connection  with the  merger  or
consolidation  of  Subsidiaries  into each other or into the Borrower  permitted
pursuant to Section 9.09.

9.15 Rate Hedging Obligations.  Incur any Rate Hedging Obligations or enter into
any agreements,  arrangements,  devices or instruments  relating to Rate Hedging
Obligations, except pursuant to a Swap Agreement.

9.16 Negative Pledge Clauses. Enter into or cause, suffer or permit to exist any
agreement with any Person other than the Agent and the Lenders  pursuant to this
Agreement or any other Loan  Document  which  prohibits or limits the ability of
any of the  Borrower or any  Subsidiary  to create,  incur,  assume or suffer to
exist any Lien upon any of its property, assets or revenues whether now owned or
hereafter acquired.
<PAGE>


                                    ARTICLE X

                       Events of Default and Acceleration

10.01  Events of Default.  If any one or more of the  following  events  (herein
called "Events of Default")  shall occur for any reason  whatsoever (and whether
such  occurrence  shall be voluntary or involuntary or come about or be effected
by operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order,  rule or  regulation of any  administrative  or
governmental body), that is to say:

     (a) if  default  shall  be  made in the due  and  punctual  payment  of the
     principal of any Loan, Reimbursement  Obligation or other Obligation,  when
     and as the same shall be due and payable whether  pursuant to any provision
     of Article II or  ArticleIII  hereof,  at  maturity,  by  acceleration  or
     otherwise; or

     (b) if default shall be made in the due and punctual  payment of any amount
     of interest on any Loan,  Reimbursement  Obligation or of any fees or other
     amounts  payable to any of the Lenders under the Loan Documents on the date
     on which the same shall be due and payable and such default shall  continue
     for a period of three (3) Business Days; or

     (c) if  default  shall  be made in the  performance  or  observance  of any
     covenant  set forth in  Sections  8.06,  8.08,  8.10 or  Article  IX hereof
     (except  that in the case of  Sections  9.04,  9.06(i),  9.07 and 9.11 such
     default shall  continue for a period of ten (10) days after the  occurrence
     thereof);

     (d) if a default  shall be made in the  performance  or  observance  of, or
     shall occur under, any covenant,  agreement or provision  contained in this
     Agreement  or the Notes (other than as described in clauses (a), (b) or (c)
     above)  and such  default  shall  continue  for 30 or more  days  after the
     earlier  of  receipt   of  notice  of  such   default  by  the   Authorized
     Representative  from  the  Agent  or the  Borrower  becomes  aware  of such
     default, or if a default shall be made in the performance or observance of,
     or shall occur under, any covenant, agreement or provision contained in any
     of the other Loan Documents  (beyond any applicable  grace period,  if any,
     contained  therein) or in any instrument or document delivered to the Agent
     or the Lenders in connection  with or pursuant to this  Agreement or any of
     the Obligations  evidencing or creating any obligation or guaranty in favor
     of the Agent or any of the Lenders, or if any Loan Document ceases to be in
     full force and effect (other than by reason of any action by the Agent), or
     if without the written consent of the Required  Lenders,  this Agreement or
     any  other  Loan  Document  shall be  disaffirmed  or shall  terminate,  be
     terminable or be terminated or become void or unenforceable  for any reason
     whatsoever  (other  than in  accordance  with its terms in the  absence  of
     default or by reason of any action by the Agent or the Lenders); or

     (e) if a default  shall occur,  which is not waived,  (i)in the payment of
     any  principal,  interest,  premium or other  amounts  with  respect to any
     Indebtedness (other than the Loans) of the Borrower or of any Subsidiary in
     an amount not less than $5,000,000 in the aggregate outstanding, or (ii)in
     the  performance,  observance  or  fulfillment  of  any  term  or  covenant
     contained  in any  agreement or  instrument  under or pursuant to which any
     such  Indebtedness may have been issued,  created,  assumed,  guaranteed or
     secured by the Borrower or any Subsidiary,  and such default shall continue
     for more than the period of grace, if any,  therein  specified,  or if such
     default shall permit the holder of any such  Indebtedness to accelerate the
     maturity thereof; or

     (f) if any  representation,  warranty or other  statement of fact contained
     herein or any other Loan Document or in any writing, certificate, report or
     statement at any time furnished to the Agent or any of the Lenders by or on
     behalf of the Borrower or any Guarantor  pursuant to or in connection  with
     this Agreement or the other Loan Documents, or otherwise, shall be false or
     misleading in any material respect when given; or

     (g) if the  Borrower  or any  Subsidiary  shall be  unable to pay its debts
     generally  as they become due;  file a petition  to take  advantage  of any
     insolvency  statute;  make an assignment  for the benefit of its creditors;
     commence  a  proceeding  for  the  appointment  of  a  receiver,   trustee,
     liquidator or conservator of itself or of the whole or any substantial part
     of its  property;  file a  petition  or answer  seeking  reorganization  or
     arrangement  or similar  relief  under the federal  bankruptcy  laws or any
     other applicable law or statute; or

     (h) if a court of competent  jurisdiction shall enter an order, judgment or
     decree appointing a custodian, receiver, trustee, liquidator or conservator
     of the Borrower or any Subsidiary or of the whole or any  substantial  part
     of its properties and such order, judgment or decree continues unstayed and
     in effect  for a period of sixty (60)  days,  or  approve a petition  filed
     against  the  Borrower  or  any  Subsidiary   seeking   reorganization   or
     arrangement  or similar  relief  under the federal  bankruptcy  laws or any
     other  applicable  law or statute  of the  United  States of America or any
     state, which petition is not dismissed within sixty (60) days; or if, under
     the  provisions of any other law for the relief or aid of debtors,  a court
     of competent  jurisdiction  shall assume custody or control of the Borrower
     or  any  Subsidiary  or of  the  whole  or  any  substantial  part  of  its
     properties, which control is not relinquished within sixty (60) days; or if
     there is commenced against the Borrower or any Subsidiary any proceeding or
     petition  seeking  reorganization,  arrangement or similar relief under the
     federal  bankruptcy  laws or any other  applicable  law or  statute  of the
     United States of America or any state which  proceeding or petition remains
     undismissed  for a period of sixty (60)  days;  or if the  Borrower  or any
     Subsidiary  takes any action to indicate  its consent to or approval of any
     such proceeding or petition; or

     (i) if (i) any  judgment  where the amount not covered by insurance (or the
     amount as to which the insurer denies liability) is in excess of $5,000,000
     is rendered  against the Borrower or any  Subsidiary,  or (ii)there is any
     attachment,  injunction or execution  against any of the  Borrower's or any
     Subsidiary's  properties for any amount in excess of  $5,000,000;  and such
     judgment,  attachment,  injunction  or execution  has not been either paid,
     stayed,  discharged,  bonded or dismissed for a period of thirty (30) days;
     or

     (j) if the  Borrower or any  Subsidiary  shall,  other than in the ordinary
     course of business (as  determined by past  practices),  suspend all or any
     part of its  operations  material  to the  conduct of the  business  of the
     Borrower or such Subsidiary, taken as a whole;

     then,  and in any such event and at any time  thereafter,  if such Event of
     Default or any other Event of Default shall have not been waived,

          (A)  either or both of the  following  actions  may be taken:  (i)the
          Agent,  with the  consent  of the  Required  Lenders  may,  and at the
          direction of the Required Lenders shall, declare any obligation of the
          Lenders and  NationsBank  to make  further  Loans or issue  Letters of
          Credit or make Swing Line Loans  terminated,  whereupon the obligation
          of the  Lenders  to make  further  Loans or issue  Letters  of  Credit
          hereunder  shall terminate  immediately,  and (ii)the Agent shall, at
          the  direction  of the  Required  Lenders  declare  by  notice  to the
          Borrower  any or all of the  Obligations  to be  immediately  due  and
          payable,  and the same, including all interest accrued thereon and all
          other  obligations  of the  Borrower to the Lenders,  shall  forthwith
          become  immediately  due  and  payable  without  presentment,  demand,
          protest,  notice  or other  formality  of any  kind,  all of which are
          hereby  expressly  waived,   anything   contained  herein  or  in  any
          instrument evidencing the Obligations to the contrary notwithstanding;
          provided,  however,  that  notwithstanding  the above,  if there shall
          occur an Event of Default  under  clause  (g) or (h)  above,  then the
          obligation of the Lenders to make Loans,  of NationsBank to make Swing
          Line   Loans  and  to  issue   Letters  of  Credit   hereunder   shall
          automatically  terminate and any and all of the  Obligations  shall be
          immediately due and payable without the necessity of any action by the
          Agent or the Required Lenders or notice to the Agent or the Lenders;

          (B) the  Borrower  shall,  upon  demand of the  Agent or the  Required
          Lenders, deposit cash with the Agent in accordance with the LC Account
          Agreement  in an amount  equal to the amount of any  Letters of Credit
          remaining undrawn or unpaid, as collateral  security for the repayment
          of any future  drawings or payments  under such  Letters of Credit and
          the  Borrower  shall  forthwith  deposit and pay such amounts and such
          amounts  shall be held by the  Agent  pursuant  to the terms of the LC
          Account Agreement;

          (C) the Agent and each of the Lenders shall have all of the rights and
          remedies  available  under the Loan  Documents or under any applicable
          law.

10.02 Agent to Act.  In case any one or more  Events of Default  shall occur and
not have been  waived,  the Agent  may,  and at the  direction  of the  Required
Lenders shall,  proceed to protect and enforce its rights or remedies  either by
suit in  equity  or by  action  at  law,  or  both,  whether  for  the  specific
performance of any covenant, agreement or other provision contained herein or in
any other Loan  Document,  or to enforce the payment of the  Obligations  or any
other legal or equitable right or remedy.

10.03 Cumulative  Rights.  No right or remedy herein conferred upon the Agent is
intended to be exclusive of any other rights or remedies  contained herein or in
any other Loan Document,  and every such right or remedy shall be cumulative and
shall be in addition to every  other such right or remedy  contained  herein and
therein  or now or  hereafter  existing  at law or in equity or by  statute,  or
otherwise.

10.04 No Waiver. No course of dealing between the Borrower and any Lender or the
Agent  or any  failure  or  delay  on the  part of any  Lender  or the  Agent in
exercising any rights or remedies under any Loan Document or otherwise available
to it shall  operate  as a waiver  of any  rights or  remedies  and no single or
partial exercise of any rights or remedies shall operate as a waiver or preclude
the exercise of any other  rights or remedies  hereunder or of the same right or
remedy on a future occasion.

10.05  Allocation of Proceeds.  If an Event of Default has occurred and not been
waived, and the maturity of the Notes has been accelerated pursuant to Article X
hereof,  all  payments  received  by the  Agent  hereunder,  in  respect  of any
principal of or interest on the  Obligations or any other amounts payable by the
Borrower hereunder, shall be applied by the Agent in the following order:

     (a) amounts due to the Lenders  pursuant to Sections 2.12,  4.03,  4.04 and
     12.05;

     (b) amounts due to the Agent pursuant to Section 11.08;

     (c)  payments  of  interest  on Loans,  Swing Line Loans and  Reimbursement
     Obligations,  to be applied  for the ratable  benefit of the Lenders  (with
     amounts  payable in respect of Swing Line  Outstandings  being  included in
     such calculation and paid to NationsBank);

     (d)  payments of  principal  of Loans,  Swing Line Loans and  Reimbursement
     Obligations,  to be applied  for the ratable  benefit of the Lenders  (with
     amounts  payable in respect of Swing Line  Outstandings  being  included in
     such calculation and paid to NationsBank);

     (e) payments of cash amounts to the Agent in respect of outstanding Letters
     of Credit pursuant to Section 10.01(B);

     (f) amounts due to the Lenders pursuant to Sections 3.02(f) and 8.14;

     (g) payments of all other amounts due under any of the Loan  Documents,  if
     any, to be applied for the ratable benefit of the Lenders;

     (h) amounts due to any of the Lenders in respect of Obligations  consisting
     of  liabilities  under any Swap  Agreement with any of the Lenders on a pro
     rata basis according to the amounts owed; and

     (i) any surplus  remaining after application as provided for herein, to the
     Borrower or otherwise as may be required by applicable law.
<PAGE>



                                   ARTICLE XI

                                    The Agent

11.01  Appointment,  Powers  and  Immunities.  Each  Lender  hereby  irrevocably
appoints and  authorizes  the Agent to act as its agent under this Agreement and
the other Loan  Documents  with such powers and  discretion as are  specifically
delegated  to the  Agent  by the  terms of this  Agreement  and the  other  Loan
Documents, together with such other powers as are reasonably incidental thereto.
The Agent  (which  term as used in this  sentence  and in Section  11.05 and the
first  sentence of Section  11.06 hereof shall  include its  affiliates  and the
Agent's and its affiliates'  officers,  directors,  employees,  and agents): (a)
shall not have any duties or  responsibilities  except those expressly set forth
in this  Agreement and shall not be a trustee or fiduciary  for any Lender;  (b)
shall  not  be   responsible   to  the  Lenders  for  any  recital,   statement,
representation,  or warranty  (whether written or oral) made in or in connection
with any Loan  Document  or any  certificate  or other  document  referred to or
provided for in, or received by any of them under, any Loan Document, or for the
value, validity, effectiveness,  genuineness,  enforceability, or sufficiency of
any Loan Document,  or any other document referred to or provided for therein or
for any  failure  by any Loan Party or any other  Person to  perform  any of its
obligations  thereunder;  (c) shall not be  responsible  for or have any duty to
ascertain,  inquire  into,  or  verify  the  performance  or  observance  of any
covenants or agreements by any Loan Party or the  satisfaction  of any condition
or to inspect the property  (including  the books and records) of any Loan Party
or any of its Subsidiaries or affiliates;  (d) shall not be required to initiate
or conduct any litigation or collection proceedings under any Loan Document; and
(e) shall not be  responsible  for any action taken or omitted to be taken by it
under  or in  connection  with  any  Loan  Document,  except  for its own  gross
negligence   or   willful   misconduct.   The  Agent  may   employ   agents  and
attorneys-in-fact  and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.
 
11.02  Reliance  by  Agent.  The  Agent  shall  be  entitled  to rely  upon  any
certification,  notice, instrument,  writing, or other communication (including,
without  limitation,  any thereof by telephone or telecopy) believed by it to be
genuine and correct and to have been signed, sent or made by or on behalf of the
proper  Person or  Persons,  and upon  advice and  statements  of legal  counsel
(including  counsel  for any Loan  Party),  independent  accountants,  and other
experts  selected  by the  Agent.  The Agent may deem and treat the payee of any
Note as the holder  thereof for all purposes  hereof  unless and until the Agent
receives and accepts an Assignment  and Acceptance  executed in accordance  with
Section  12.01  hereof.  As to any matters not  expressly  provided  for by this
Agreement,  the Agent shall not be required to exercise any  discretion  or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the  Required  Lenders,  and such  instructions  shall be  binding on all of the
Lenders;  provided,  however,  that the Agent  shall not be required to take any
action that  exposes the Agent to personal  liability or that is contrary to any
Loan Document or applicable  law or unless it shall first be  indemnified to its
satisfaction  by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking any such action.

11.03 Defaults. The Agent shall not be deemed to have knowledge or notice of the
occurrence  of a Default  or Event of  Default  unless  the  Agent has  received
written notice from a Lender or the Borrower specifying such Default or Event of
Default and stating that such notice is a "Notice of Default". In the event that
the Agent  receives  such a notice of the  occurrence  of a Default  or Event of
Default,  the Agent shall give prompt notice  thereof to the Lenders.  The Agent
shall  (subject to Section  11.02  hereof) take such action with respect to such
Default or Event of Default as shall  reasonably  be  directed  by the  Required
Lenders,  provided  that,  unless and until the Agent shall have  received  such
directions,  the Agent may (but shall not be obligated to) take such action,  or
refrain  from  taking  such  action,  with  respect to such  Default or Event of
Default as it shall deem advisable in the best interest of the Lenders.

11.04 Rights as Lender.  With respect to its Revolving Credit Commitment and the
Loans  made by it,  NationsBank  (and any  successor  acting  as  Agent)  in its
capacity as a Lender  hereunder shall have the same rights and powers  hereunder
as any other  Lender and may  exercise  the same as though it were not acting as
the  Agent,  and the term  "Lender"  or  "Lenders"  shall,  unless  the  context
otherwise indicates,  include the Agent in its individual capacity.  NationsBank
(and any successor  acting as Agent) and its affiliates  may (without  having to
account  therefor  to any  Lender)  accept  deposits  from,  lend money to, make
investments  in,  provide  services  to,  and  generally  engage  in any kind of
lending, trust, or other business with any Loan Party or any of its Subsidiaries
or  affiliates  as if it were not  acting as  Agent,  and  NationsBank  (and any
successor  acting  as  Agent)  and its  affiliates  may  accept  fees and  other
consideration  from any Loan Party or any of its  Subsidiaries or affiliates for
services in  connection  with this  Agreement  or  otherwise  without  having to
account for the same to the Lenders.

11.05  Indemnification.  The Lenders agree to indemnify the Agent (to the extent
not reimbursed under Section 12.05 hereof,  but without limiting the obligations
of the Borrower under such Section)  ratably in accordance with their respective
Commitments,  for  any  and  all  liabilities,   obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs,  expenses (including  attorneys'
fees), or  disbursements  of any kind and nature  whatsoever that may be imposed
on, incurred by or asserted  against the Agent  (including by any Lender) in any
way  relating  to or  arising  out  of any  Loan  Document  or the  transactions
contemplated  thereby or any action taken or omitted by the Agent under any Loan
Document;  provided  that no Lender shall be liable for any of the  foregoing to
the extent they arise from the gross  negligence  or willful  misconduct  of the
Person to be  indemnified.  Without  limitation  of the  foregoing,  each Lender
agrees to reimburse the Agent  promptly upon demand for its ratable share of any
costs of expenses  payable by the Borrower  under Section  12.05,  to the extent
that the Agent is not  promptly  reimbursed  for such costs and  expenses by the
Borrower. The agreements contained in this Section shall survive payment in full
of the Loans and all other amounts payable under this Agreement.

11.06  Non-Reliance on Agent and Other Lenders.  Each Lender agrees that it has,
independently  and without reliance on the Agent or any other Lender,  and based
on such  documents and  information as it has deemed  appropriate,  made its own
credit analysis of the Loan Parties and their Subsidiaries and decision to enter
into this Agreement and that it will,  independently  and without  reliance upon
the Agent or any other Lender, and based on such documents and information as it
shall  deem  appropriate  at the time,  continue  to make its own  analysis  and
decisions in taking or not taking  action under the Loan  Documents.  Except for
notices,  reports, and other documents and information  expressly required to be
furnished  to the Lenders by the Agent  hereunder,  the Agent shall not have any
duty  or  responsibility  to  provide  any  Lender  with  any  credit  or  other
information concerning the affairs, financial condition, or business of any Loan
Party or any of its Subsidiaries or affiliates that may come into the possession
of the Agent or any of its affiliates.

11.07  Resignation  of Agent.  The Agent may resign at any time by giving notice
thereof to the Lenders and the Borrower. Upon any such resignation, the Required
Lenders may appoint,  with the consent of the  Borrower,  so long as there shall
not have occurred and be continuing a Default or Event of Default, which consent
shall not be unreasonably  withheld,  a successor  Agent for the Lenders.  If no
successor  Agent shall have been so appointed by the Required  Lenders and shall
have  accepted  such  appointment  within  thirty  (30) days after the  retiring
Agent's giving of notice of resignation,  then the retiring Agent may, on behalf
of the  Lenders,  appoint a successor  Agent which  shall be a  commercial  bank
organized under the laws of the United States of America having combined capital
and surplus of at least $500,000,000.  Upon the acceptance of any appointment as
Agent hereunder by a successor,  such successor  shall thereupon  succeed to and
become vested with all the rights, powers, discretion, privileges, and duties of
the retiring  Agent,  and the retiring Agent shall be discharged from its duties
and obligations  hereunder.  After any retiring Agent's resignation hereunder as
Agent,  the  provisions  of this  Article  XI shall  continue  in effect for its
benefit in respect  of any  actions  taken or omitted to be taken by it while it
was acting as Agent.

11.08 Fees. The Borrower agrees to pay to the Agent, for its individual account,
an annual  Agent's fee as from time to time agreed to by the  Borrower and Agent
in writing.

11.09  Other  Agents.  None  of the  Lenders  identified  on the  cover  of this
Agreement as a Co-Syndication  Agent or the  Documentation  Agent shall have
any  right,  power,  obligation,  liability,  responsibility  or duty under this
Agreement or any other Loan Document other than those  applicable to all Lenders
as such. Each Lender  acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Agreement or any
other Loan Document or in taking or refraining from taking any action  hereunder
or thereunder or pursuant hereto or thereto.
<PAGE>



                                   ARTICLE XII

                                  Miscellaneous

12.01 Assignments and  Participation.  (a) Each Lender may assign to one or more
Eligible  Assignees  all or a portion of its rights and  obligations  under this
Agreement  (including,  without  limitation,  all or a portion of its Loans, its
Notes, and its Revolving Credit Commitment); provided, however, that

          (i) each such assignment shall be to an Eligible Assignee;

          (ii)  except  in the case of an  assignment  to  another  Lender or an
          assignment  of all of a  Lender's  rights and  obligations  under this
          Agreement,  any such partial assignment shall be in an amount at least
          equal to $10,000,000  or an integral  multiple of $1,000,000 in excess
          thereof;

          (iii) each such assignment by a Lender shall be of a constant, and not
          varying,  percentage of all of its rights and  obligations  under this
          Agreement and the Notes; and

          (iv) the parties to such  assignment  shall execute and deliver to the
          Agent for its  acceptance an Assignment  and Acceptance in the form of
          Exhibit B hereto,  together with any Notes subject to such  assignment
          and a processing fee of $3,500 to be paid by the new Lender.

     Upon execution, delivery, and acceptance of such Assignment and Acceptance,
     the assignee  thereunder shall be a party hereto and, to the extent of such
     assignment,  have  the  obligations,  rights,  and  benefits  of  a  Lender
     hereunder and the assigning Lender shall, to the extent of such assignment,
     relinquish  its  rights and be  released  from its  obligations  under this
     Agreement.  Upon  the  consummation  of any  assignment  pursuant  to  this
     Section,  the assignor,  the Agent and the Borrower shall make  appropriate
     arrangements so that, if required, new Notes are issued to the assignor and
     the  assignee.  If the assignee is not  incorporated  under the laws of the
     United  States of  America  or a state  thereof,  it shall  deliver  to the
     Borrower and the Agent  certification  as to exemption from  withholding of
     Taxes in accordance with Section4.06.

     (b) The Agent shall maintain at its address  referred to in Section12.02 a
     copy of each Assignment and Acceptance  delivered to and accepted by it and
     a register for the  recordation  of the names and  addresses of the Lenders
     and the  Revolving  Credit  Commitment  of,  and  principal  amount  of the
     Revolving  Credit  Loans  owing  to,  each  Lender  from  time to time (the
     "Register").  The entries in the Register  shall be conclusive  and binding
     for all purposes,  absent manifest error,  and the Borrower,  the Agent and
     the Lenders may treat each Person whose name is recorded in the Register as
     a Lender  hereunder for all purposes of this Agreement.  The Register shall
     be available for inspection by the Borrower or any Lender at any reasonable
     time and from time to time upon reasonable prior notice.

     (c) Upon its  receipt  of an  Assignment  and  Acceptance  executed  by the
     parties  thereto,  together with any Notes subject to such  assignment  and
     payment of the  processing  fee, the Agent shall,  if such  Assignment  and
     Acceptance has been completed and is in substantially the form of Exhibit B
     hereto,  (i)  accept  such  Assignment  and  Acceptance,  (ii)  record  the
     information  contained therein in the Register and (iii) give prompt notice
     thereof to the parties thereto.

     (d) Each Lender may sell  participations to one or more Persons in all or a
     portion of its rights,  obligations  or rights and  obligations  under this
     Agreement  (including all or a portion of its Revolving  Credit  Commitment
     and its Revolving Credit Loans); provided,  however, that (i) such Lenders
     obligations under this Agreement shall remain  unchanged,  (ii) such Lender
     shall  remain  solely  responsible  to the  other  parties  hereto  for the
     performance of such  obligations,  and (iii) the Borrower shall continue to
     deal solely and directly with such Lender in connection  with such Lenders
     rights and obligations  under this Agreement,  and such Lender shall retain
     the sole right to enforce the  obligations of the Borrower  relating to its
     Loans and its Note and to approve any amendment, modification, or waiver of
     any provision of this Agreement (other than amendments,  modifications,  or
     waivers decreasing the amount of principal of or the rate at which interest
     is payable on such  Loans,  Note or Letter of  Credit,  or any fee  payable
     hereunder, extending any scheduled principal payment date or date fixed for
     the  payment  of  interest  on such  Loans,  Note or Letter of  Credit,  or
     extending the expiry date of any Letter of Credit beyond the Maturity Date,
     or any date for reimbursement of any Reimbursement Obligations or extending
     its Commitment).

     (e)  Notwithstanding  any other provision set forth in this Agreement,  any
     Lender may, at no cost to the  Borrower,  at any time assign and pledge all
     or any  portion of its Loans and its Note to any  Federal  Reserve  Bank as
     collateral  security  pursuant to Regulation A and any  Operating  Circular
     issued by such Federal Reserve Bank. No such  assignment  shall release the
     assigning Lender from its obligations hereunder.

     (f) Any Lender may furnish any  information  concerning the Borrower or any
     of its  Subsidiaries  in the possession of such Lender from time to time to
     assignees   and   participants   (including   prospective   assignees   and
     participants), subject, however, to the provisions of Section 12.17 hereof

     (g) The Borrower may not assign any rights,  powers,  duties or obligations
     under this Agreement or the other Loan Documents  without the prior written
     consent of all the Lenders.

12.02 Notices.  Any notice shall be conclusively deemed to have been received by
any party hereto and be  effective  on the day on which  delivered to such party
(against receipt  therefor) at the address set forth below or such other address
as such party shall  specify to the other parties in writing (or, in the case of
telephonic notice or notice by telecopy, telegram or telex (where the receipt of
such  message is verified by return)  expressly  provided  for  hereunder,  when
received  during  normal  business  hours at such  telephone,  telecopy or telex
number as may from time to time be  specified  in written or oral  notice to the
other parties hereto or otherwise received),  or by overnight courier or express
mail on the day  following  the  date  sent,  addressed  to such  party  at said
address:

     (a) if to the Borrower:

                           Modis Professional Services, Inc.
                           One Independent Drive
                           Jacksonville, Florida  32202
                           Attention:  Chief Financial Officer
                           Telephone:           (904) 360-2000
                           Telefacsimile:       (904) 360-2505

     (b) if to the Lender:

                           NationsBank, National Association
                           400 N. Ashley Drive
                           Tampa, Florida  33602
                           Attention: Global Finance
                           Telephone:           (813) 224-5194
                           Telefacsimile:       (813) 224-5948

                           with a copy to:

                           NationsBank, National Association
                           101 North Tryon Street, 15th Floor
                           Charlotte, North Carolina  28255
                           Attention:  Agency Services
                           Telephone:           (704) 388-2374
                           Telefacsimile:       (704) 386-9923

     (c) if to NationsBank in its capacity as Agent and issuer of the Letters of
     Credit:

                           NationsBank, National Association
                           101 North Tryon Street, 15th Floor
                           Charlotte, North Carolina  28255
                           Attention:  Agency Services
                           Telephone:           (704) 388-2374
                           Telefacsimile:       (704) 386-9923


12.03  Right of  Setoff;  Adjustments.  (a) Upon the  occurrence  and during the
continuance of any Event of Default, each Lender (and each of its affiliates) is
hereby  authorized  at any time and from  time to time,  to the  fullest  extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender (or any of its affiliates) to or for the credit or
the  account  of the  Borrower  against  any and all of the  obligations  of the
Borrower now or hereafter  existing  under this  Agreement and the Notes held by
such  Lender,  irrespective  of whether  such Lender  shall have made any demand
under  this  Agreement  or such  Notes  and  although  such  obligations  may be
unmatured.  Each Lender  agrees  promptly to notify the Borrower  after any such
set-off and application made by such Lender; provided, however, that the failure
to  give  such  notice  shall  not  affect  the  validity  of such  set-off  and
application.  The rights of each  Lender  under this  Section are in addition to
other  rights and  remedies  (including,  without  limitation,  other  rights of
set-off) that such Lender may have.

     (b) If any Lender (a  "benefitted  Lender")  shall at any time  receive any
     payment of all or part of the Loans  owing to it, or interest  thereon,  or
     receive  any  collateral  in  respect  thereof   (whether   voluntarily  or
     involuntarily,  by set-off, or otherwise), in a greater proportion than any
     such  payment to or  collateral  received by any other  Lender,  if any, in
     respect of such other Lender's Loans owing to it, or interest thereon, such
     benefitted  Lender  shall  purchase  for cash  from  the  other  Lenders  a
     participating  interest in such portion of each such other  Lender's  Loans
     owing to it, or shall  provide such other  Lenders with the benefits of any
     such collateral,  or the proceeds  thereof,  as shall be necessary to cause
     such  benefitted  Lender to share the excess  payment or  benefits  of such
     collateral or proceeds ratably with each of the Lenders; provided, however,
     that if all or any portion of such excess payment or benefits is thereafter
     recovered from such  benefitted  Lender,  such purchase shall be rescinded,
     and the  purchase  price  and  benefits  returned,  to the  extent  of such
     recovery,  but without  interest.  The  Borrower  agrees that any Lender so
     purchasing a  participation  from a Lender  pursuant to this  Section12.03
     may, to the fullest extent permitted by law,  exercise all of its rights of
     payment (including the right of set-off) with respect to such participation
     as fully as if such Person were the direct  creditor of the Borrower in the
     amount of such participation.

12.04 Survival. All covenants,  agreements,  representations and warranties made
herein shall  survive the making by the Lenders of the Loans and the  expiration
of the Letters of Credit and the  execution  and delivery to the Lenders of this
Agreement  and the Notes and shall  continue in full force and effect so long as
any of Obligations remain outstanding or any Lender has any commitment hereunder
or the Borrower has continuing  obligations  hereunder unless otherwise provided
herein.  Whenever in this  Agreement,  any of the parties hereto is referred to,
such reference  shall be deemed to include the successors and permitted  assigns
of such party and all  covenants,  provisions  and agreements by or on behalf of
the Borrower which are contained in this Agreement, the Notes and the other Loan
Documents shall inure to the benefit of the successors and permitted  assigns of
the Lenders or any of them.

12.05  Expenses.  The Borrower  agrees (a)to pay or reimburse the Agent for all
its  reasonable  and  customary  out-of-pocket  costs and  expenses  incurred in
connection with the preparation, negotiation and execution of, this Agreement or
any of the other Loan Documents (including travel expenses relating to closing),
and the  consummation  of the  transactions  contemplated  hereby  and  thereby,
including,   without   limitation,   the   reasonable  and  customary  fees  and
disbursements  of  counsel to the Agent as well as all such  expenses  and costs
arising in connection  with any amendment,  supplement or  modification  to this
Agreement or any other Loan Documents, (b)to pay or reimburse the Agent and the
Lenders for all their reasonable costs and expenses  incurred in connection with
the  enforcement  (only  from and after the  occurrence  and  continuation  of a
Default or Event of Default) or  preservation of any rights under this Agreement
and the other Loan Documents,  including without limitation, the reasonable fees
and disbursements of its counsel,  (c)to pay,  indemnify and hold the Agent and
the Lenders  harmless from any and all recording and filing fees and any and all
liabilities  with respect to, or  resulting  from any failure to pay or delay in
paying, documentary, stamp, excise and other similar taxes, if any, which may be
payable or  determined  to be  payable  in  connection  with the  execution  and
delivery of this Agreement or any other Loan  Documents,  or consummation of any
amendment,  supplement or modification  of, or any waiver or consent under or in
respect  of,  this  Agreement  or any other  Loan  Documents,  and  (d)to  pay,
indemnify,  and hold the Agent and the Lenders harmless from and against any and
all  other  liabilities,   obligations,  losses,  damages,  penalties,  actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any  kind or  nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration  of this  Agreement,  the other Loan  Documents and any indemnity
agreement  or  undertaking  made by the Agent or any  Lender to  facilitate  the
processing  of checks,  payroll or  otherwise,  of  Borrower,  or in any respect
relating to the transactions contemplated hereby or thereby, (all the foregoing,
collectively,  the  "indemnified  liabilities");  provided,  however,  that  the
Borrower  shall  have  no  obligation  hereunder  with  respect  to  indemnified
liabilities  arising from (i) the willful  misconduct or gross  negligence of or
the willful breach of the Loan  Documents by the party seeking  indemnification,
(ii) legal proceedings commenced against the Agent or any Lender by any security
holder or creditor  thereof  arising out of and based upon rights  afforded  any
such security holder or creditor solely in its capacity as such, (iii) any taxes
imposed upon the Agent or any Lender other than the documentary,  stamp,  excise
and  similar  taxes  described  in  clause (c)  above or any tax which  would be
payable to Lender by Borrower pursuant to Article IV hereof, it being understood
that the Lenders shall have the affirmative obligation, so long as no Default or
Event of Default exists  hereunder,  to take all reasonable steps to ensure such
documentary,  stamp or similar  taxes are not  required  to be paid,  (iv)taxes
imposed and costs and expenses  incurred as a result of a transfer or assignment
of any Note,  participation  or assignment of a portion of a Lender's  rights or
(v)any transfer taxes,  costs, fees or expenses incurred in connection with any
transfer of the Notes. The agreements in this subsection shall survive repayment
of the  Notes  and all  other  Obligations  hereunder  and  termination  of this
Agreement.

12.06 Amendments and Waivers.  Any provision of this Agreement or any other Loan
Document  may be amended or waived if, but only if, such  amendment or waiver is
in writing and is signed by the  Borrower  and the  Required  Lenders  (and,  if
Article XI or the  rights or duties of the Agent are  affected  thereby,  by the
Agent);  provided that no such  amendment or waiver shall,  unless signed by all
the Lenders (i) increase the Revolving Credit  Commitments of the Lenders,  (ii)
reduce the  principal  of or rate of  interest  on any Loan or any fees or other
amounts payable hereunder,  (iii) postpone any date fixed for the payment of any
scheduled  installment  of  principal  of or interest on any Loan or any fees or
other amounts  payable  hereunder or for  termination  of any  Revolving  Credit
Commitment, (iv) change the percentage of the Revolving Credit Commitments or of
the unpaid principal amount of the Notes, or the number of Lenders,  which shall
be required for the Lenders or any of them to take any action under this Section
or any other provision of this Agreement or (v) release all or substantially all
of the Guarantors; and provided, further, that no such amendment or waiver which
affects the rights,  privileges or obligations of NationsBank as provider of the
Swing Line or issuer of Letters of Credit,  shall be effective  unless signed in
writing by NationsBank.

12.07   Counterparts.   This   Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  and it shall not be necessary  in making  proof of this  Agreement to
produce or account for more than one such fully-executed counterpart.

12.08  Waivers by Borrower.  In any  litigation in any court with respect to, in
connection with, or arising out of this Agreement,  the Loans, any of the Notes,
any of the other Loan Documents, the Obligations,  or any instrument or document
delivered  pursuant  to this  Agreement  or the  other  Loan  Documents,  or the
validity, protection, interpretation,  collection or enforcement thereof, or any
other claim or dispute  howsoever arising between the Borrower and the Agent and
any Lender,  the Borrower  and the Agent and the Lenders  hereby  waive,  to the
extent  permitted by applicable  law, trial by jury in connection  with any such
litigation.

12.09 Termination. The termination of this Agreement shall not affect any rights
of the Borrower, the Agent or the Lenders or any obligation of the Borrower, the
Agent or the Lenders,  arising prior to the effective date of such  termination,
and the  provisions  hereof  shall  continue  to be fully  operative  until  all
transactions  entered into or rights  created or  obligations  incurred prior to
such  termination  have been fully disposed of,  concluded or liquidated and the
Obligations  arising prior to or after such  termination  have been  irrevocably
paid in full.  The rights  granted to the Agent for the  benefit of the  Lenders
hereunder and under the other Loan  Documents  shall  continue in full force and
effect,  notwithstanding  the  termination of this  Agreement,  until all of the
Obligations  have been paid in full after the  termination  hereof  (other  than
Obligations  in the nature of continuing  indemnities  or expense  reimbursement
obligations not yet due and payable) or the Borrower has furnished the Agent and
the Lenders  with an  indemnification  satisfactory  to the Lender with  respect
thereto.  All  representations,  warranties,  covenants,  waivers and agreements
contained herein shall survive  termination  hereof until payment in full of the
Obligations unless otherwise provided herein.  Notwithstanding the foregoing, if
after receipt of any payment of all or any part of the  Obligations,  any Lender
is for any reason compelled to surrender such payment to any Person because such
payment is  determined  to be void or  voidable as a  preference,  impermissible
setoff, a diversion of trust funds or for any other reason, this Agreement shall
continue in full force and the Borrower shall be liable to, and shall  indemnify
and hold such Lender harmless for, the amount of such payment  surrendered until
the Lenders shall have been finally and irrevocably paid in full. The provisions
of the foregoing  sentence  shall be and remain  effective  notwithstanding  any
contrary  action  which may have been taken by the Lender in reliance  upon such
payment, and any such contrary action so taken shall be without prejudice to the
Lender's  rights  under  this  Agreement  and  shall  be  deemed  to  have  been
conditioned upon such payment having become final and irrevocable.

12.10  Replacement  Lender.  The  Borrower  may, in its sole  discretion,  on 10
Business Days' prior written notice to the Agent and the affected Lender,  cause
such Lender to (and such Lender shall) assign, pursuant to Section 12.01, all of
its rights and  obligations  under this  Agreement  (other than with  respect to
outstanding  Competitive  Bid Loans) to an Eligible  Assignee  designated by the
Borrower  which is willing to become a Lender for a purchase  price equal to the
outstanding  principal  amount  of the Loans  payable  to such  Lender  plus any
accrued  but unpaid  interest  on such  Loans,  any accrued but unpaid fees with
respect  to such  Lender's  Revolving  Credit  Commitment  and any other  amount
payable  to such  Lender  under  this  Agreement  (other  than with  respect  to
outstanding Competitive Bid Loans); provided, that any expenses or other amounts
which would be owing to such Lender  pursuant to any  indemnification  provision
hereof (including,  if applicable Section 4.04) shall be payable by the Borrower
as if the Borrower had prepaid the Loans of such Lender  rather than such Lender
having assigned its interest  hereunder.  The Borrower or the Assignee shall pay
the applicable processing fee under Section 12.01(a).

12.11  Governing  Law.  All  documents  executed  pursuant  to the  transactions
contemplated herein, including,  without limitation,  this Agreement and each of
the Loan  Documents  shall be deemed to be  contracts  made  under,  and for all
purposes  shall be construed in accordance  with, the internal laws and judicial
decisions of the State of Florida.  The Borrower and the Agent hereby  submit to
the  jurisdiction  and venue of the state and federal  courts of Florida for the
purposes of resolving disputes hereunder or for the purposes of collection.

12.12 Headings and References. The headings of the Articles and Sections of this
Agreement are inserted for convenience of reference only and are not intended to
be a part of, or to affect the  meaning  or  interpretation  of this  Agreement.
Words such as "hereof", "hereunder",  "herein" and words of similar import shall
refer to this  Agreement in its entirety  and not to any  particular  Section or
provisions hereof,  unless so expressly specified.  As used herein, the singular
shall  include the plural,  and the  masculine  shall  include the feminine or a
neutral gender, and vice versa, whenever the context requires.

12.13  Severability.  If any  provision  of this  Agreement  or the  other  Loan
Documents  shall be determined to be illegal or invalid as to one or more of the
parties  hereto,  then such provision shall remain in effect with respect to all
parties,  if any, as to whom such provision is neither illegal nor invalid,  and
in any event all other  provisions  hereof shall remain effective and binding on
the parties hereto.

12.14 Entire Agreement. This Agreement,  together with the other Loan Documents,
constitutes the entire agreement between the parties with respect to the subject
matter   hereof   and   supersedes   all   previous   proposals,   negotiations,
representations,  commitments  and  other  communications  between  or among the
parties, both oral and written, with respect thereto.

12.15  Agreement  Controls.  In the  event  that  any  term  of any of the  Loan
Documents  other than this Agreement  conflicts with any term of this Agreement,
the terms and provisions of this Agreement shall control.

12.16 Usury Savings  Clause.  Notwithstanding  any other provision  herein,  the
aggregate interest rate charged under any of the Notes, including all charges or
fees in connection  therewith  deemed in the nature of interest under applicable
law shall not exceed the Highest Lawful Rate (as such term is defined below). If
the rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest  Lawful Rate (as defined  below),
the  outstanding  amount of the Loans made hereunder  shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder  equals the
amount of interest  which would have been due  hereunder  if the stated rates of
interest  set  forth in this  Agreement  had at all  times  been in  effect.  In
addition, if when the Loans made hereunder are repaid in full the total interest
due hereunder (taking into account the increase provided for above) is less than
the total amount of interest  which would have been due  hereunder if the stated
rates of interest set forth in this  Agreement  had at all times been in effect,
then to the extent  permitted  by law,  the  Borrower  shall pay to the Agent an
amount  equal to the  difference  between  the amount of  interest  paid and the
amount of interest  which would have been paid if the Highest Lawful Rate had at
all times been in effect.  Notwithstanding the foregoing, it is the intention of
the Lenders and the Borrower to conform  strictly to any applicable  usury laws.
Accordingly, if any Lender contracts for, charges, or receives any consideration
which  constitutes  interest in excess of the Highest Lawful Rate, then any such
excess shall be canceled  automatically  and, if previously  paid, shall at such
Lender's option be applied to the outstanding amount of the Loans made hereunder
or be refunded to the  Borrower.  As used in this  paragraph,  the term "Highest
Lawful Rate" means the maximum lawful interest rate, if any, that at any time or
from time to time may be contracted  for,  charged,  or received  under the laws
applicable  to such  Lender  which are  presently  in effect  or, to the  extent
allowed by law, under such  applicable laws which may hereafter be in effect and
which allow a higher maximum nonusurious  interest rate than applicable laws now
allow.

12.17  Confidentiality.  The Agent and each  Lender  (each,  a "Lending  Party")
agrees to keep confidential any information furnished or made available to it by
the Borrower  pursuant to this Agreement that is marked  confidential;  provided
that  nothing  herein  shall  prevent any  Lending  Party from  disclosing  such
information  (a) to any other  Lending  Party or any  affiliate  of any  Lending
Party,  or any officer,  director,  employee,  agent,  or advisor of any Lending
Party or affiliate of any Lending  Party,  (b) to any other Person if reasonably
incidental to the  administration of the credit facility provided herein, (c) as
required by any law,  rule,  or  regulation,  (d) upon the order of any court or
administrative  agency,  (e) upon the request or demand of any regulatory agency
or  authority,  (f) that is or  becomes  available  to the  public or that is or
becomes available to any Lending Party other than as a result of a disclosure by
any Lending  Party  prohibited  by this  Agreement or through  disclosure by any
other Person whom the Agent or such Lender has reason to believe  disclosed such
information in violation of or contrary to the  confidentiality  requirements or
policies of the Borrower or a Subsidiary,  (g) in connection with any litigation
to which such Lending Party or any of its affiliates may be a party,  (h) to the
extent  necessary  in  connection  with the  exercise  of any remedy  under this
Agreement  or  any  other  Loan   Document,   and  (i)  subject  to   provisions
substantially  similar  to those  contained  in this  Section,  to any actual or
proposed participant or assignee.


                                    [Remainder of Page Intentionally Left Blank]
<PAGE>

IN WITNESS  WHEREOF,  the parties hereto have caused this instrument to be made,
executed and delivered by their duly authorized  officers as of the day and year
first above written.


                                               MODIS PROFESSIONAL SERVICES, INC.
WITNESS:

/s/ Charles N. Anderson               By: /s/  Michael D. Abney                
                                               Name: Michael D. Abney
/s/ Terry L. Witcher                  Title:   Senior Vice President & Treasurer

<PAGE>

                       NATIONSBANK, NATIONAL ASSOCIATION,
                                    as Agent


                           By:/s/ Miles C. Dearden III
                           Name: Miles C. Dearden III
                          Title: Senior Vice President


                       NATIONSBANK, NATIONAL ASSOCIATION,
                                   as a Lender


                           By:/s/ Miles C. Dearden III
                           Name: Miles C. Dearden III
                          Title: Senior Vice President


<PAGE>
                            FIRST UNION NATIONAL BANK


                            By: /s/ Michael J. Carlin
                             Name: Michael J. Carlin
                          Title: Senior Vice President

                                 Lending Office:
                           225 Water Street, 4th Floor
                                Mail Code FL0060
                           Jacksonville, Florida 32202

                           Wire Transfer Instructions:
                            First Union National Bank
                              Jacksonville, Florida
                               ABA No.: 063000021
                            Account No.: 145916-2008
                     Account Name: Commercial Loan Services
                             Attention: Cindy Petry
                                 (904) 489-1823
                  Reference: Modis Professional Services, Inc.
<PAGE>
                               FLEET NATIONAL BANK


                            By: /s/ Deborah Lawrence
                             Name: Deborah Lawrence
                          Title: Senior Vice President

                                 Lending Office:
                               One Federal Street
                                    MAOF DO4J
                           Boston, Massachusetts 02110

                           Wire Transfer Instructions:
                               Fleet National Bank
                              Boston, Massachusetts
                               ABA No.: 011000138
                            Account No.: 151035103156
                     Account Name: Commercial Loan Services
                           Reference: AccuStaff/Modis
<PAGE>
                       THE FIRST NATIONAL BANK OF CHICAGO

                            By: /s/ Gaye C. Plunkett
                             Name: Gaye C. Plunkett
                              Title: Vice President

                                 Lending Office:
                            One First National Plaza
                             Suite 0324, 10th Floor
                             Chicago, Illinois 60670

                           Wire Transfer Instructions:
                       The First National Bank of Chicago
                                Chicago, Illinois
                               ABA No.: 071000013
                           Account No.: 4811528600000
                    Account Name: Loan Processing Department
                              Attention: Nan Wilson
                  Reference: Modis Professional Services, Inc.

<PAGE>
                               WACHOVIA BANK, N.A.


                             By: /s/ Tammy F. Hughes
                              Name: Tammy F. Hughes
                              Title: Vice President

                                 Lending Office:
                     191 Peachtree Street, N.E., 29th Floor
                             Atlanta, Georgia 30303

                           Wire Transfer Instructions:
                               Wachovia Bank, N.A.
                                    ABA No.:
                                  Account No.:
                                   Attention:
                  Reference: Modis Professional Services, Inc.

<PAGE>
                                  KBC BANK N.V.


                    By: /s/ Robert Snauffer /s/ Marcel Claes
                       Name: Robert Snauffer Marcel Claes
                Title:First Vice President Deputy General Manager

                                 Lending Office:
                              125 West 55th Street
                            New York, New York 10019

                           Wire Transfer Instructions:
                                Bank of New York
                              ABA No.: 021-000-018
                  Name of Account:KBC Bank N.V.,New York Branch
                            Account No.: 802 301 5618
                  Reference: Modis Professional Services, Inc.



<PAGE>
                               MARINE MIDLAND BANK


                          By: /s/ Jeremy P. Bollington
                           Name: Jeremy P. Bollington
                              Title: Vice President

                                 Lending Office:
                             140 Broadway, 4th Floor
                          New York, New York 10005-1196

                           Wire Transfer Instructions:
                               Marine Midland Bank
                              ABA No.: 021-001-088
                            Account No.: 001-940-503
                         Account Name: Commercial Loans
                  Reference: Modis Professional Services, Inc.
                          Attention: Asset Syndications

<PAGE>
                             HIBERNIA NATIONAL BANK


                            By: /s/ Christopher Pitre
                             Name: Christopher Pitre
                              Title: Vice President

                                 Lending Office:
                              313 Carondelet Street
                          New Orleans, Louisiana 70130

                           Wire Transfer Instructions:
                             Hibernia National Bank
                             New Orleans, Louisiana
                               ABA No.: 065000090
                             Account No.: 0520-36615
                         Account Name: National Accounts
                  Reference: Modis Professional Services, Inc.

<PAGE>
                           BANQUE NATIONALE DE PARIS,
                                 HOUSTON AGENCY


                             By: /s/ Warren R. Ross
                              Name: Warren R. Ross
                         Title: Assistant Vice President

                                 Lending Office:
                                 333 Clay Street
                                   Suite 3400
                              Houston, Texas 77002

                           Wire Transfer Instructions:
                                  BNP New York
                               New York, New York
                               ABA No.: 026007689
                           Account No.: 141011-001-69
                              Attention: Donna Rose
                  Reference: Modis Professional Services, Inc.

<PAGE>
                     THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                 ATLANTA AGENCY



                               By: /s/ Kazuo Iida
                                Name: Kazuo Iida
                             Title: General Manager

                                 Lending Office:
                           191 Peachtree Street, N.E.
                                   Suite 3600
                           Atlanta, Georgia 30303-1757

                           Wire Transfer Instructions:
                     The Industrial Bank of Japan, Limited,
                                 New York Branch
                               ABA No.: 026008345
                    For further credit to: IBJ Atlanta Agency
                             Account No.: 2601-21014
                  Reference: Modis Professional Services, Inc.

<PAGE>
                                  COMERICA BANK


                             By: /s/ Martin G. Ellis
                              Name: Martin G. Ellis
                              Title: Vice President

                                 Lending Office:
                         500 Woodward Avenue, 9th Floor
                                     MC 3280
                          Detroit, Michigan 48275-3280

                           Wire Transfer Instructions:
                                  Comerica Bank
                               ABA No.: 072000096
                        Account Name: International L/Cs
                           Account No.: 02-26045-94100
                  Reference: Modis Professional Services, Inc.

<PAGE>
                                     PARIBAS


                             By: /s/ Duane Helkowski
                              Name: Duane Helkowski
                              Title: Vice President


                             By: /s/ Sean Reddington
                              Name: Sean Reddington
                              Title: Vice President

                                 Lending Office:
                               787 Seventh Avenue
                            New York, New York 10019

                           Wire Transfer Instructions:
                                Bankers Trust NY
                              ABA No.: 021-000-033
                             Account No.: Paribas NY
                            Attention: Loan Servicing
                  Reference: Modis Professional Services, Inc.

<PAGE>
                               BANK HAPOALIM B.M.


                      By:/s/ Peter Dovas /s/ Carl Kopfinger
                        Name: Peter Dovas Carl Kopfinger
                      Title: Vice President Vice President

                                 Lending Office:
                               1515 Market Street
                                    Suite 200
                        Philadelphia, Pennsylvania 19102

                           Wire Transfer Instructions:
                      Federal Reserve Bank of Philadelphia
                           Account: Bank Hapoalim B.M.
                               ABA No.: 036001581
                            Attention: Linda OConnor
                  Reference: Modis Professional Services, Inc.

<PAGE>