Exhibit 10.10

                           CREDIT FACILITIES AGREEMENT

                                      among

                                   GTSI CORP.

                                   as Borrower

                                       and

                 GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

                             as Administrative Agent

                                       and

                 GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

                                       and

        THE OTHER LENDERS LISTED ON EXHIBIT 0 AND SIGNATURE PAGES HERETO

                                   as Lenders


                                October 20, 2003

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.       Effective Date.......................................................20

2.       Definitions; Rules of Construction...................................20
         2.1.     Listed Definitions..........................................20
         2.2.     Other Definitions...........................................20
         2.3.     References to Borrower......................................20
         2.4.     References to Covered Person................................20
         2.5.     References to Required Lenders; Minimum Exposure............20
         2.6.     Accounting Terms............................................20
         2.7.     Meaning of Satisfactory.....................................21
         2.8.     Computation of Time Periods.................................21
         2.9.     Certificates of Borrower and Borrowing Officer, Advance
                  Requests; Borrowing Agent...................................21
         2.10.    General.....................................................22

3.       Lenders' Facilities..................................................22
         3.1.     Revolving Loan Facility.....................................22
                  3.1.1.      Aggregate Amount................................22
                  3.1.2.      Limitation on Revolving Loan Advances...........22
                  3.1.3.      Revolving Notes.................................23
                  3.1.4.      Borrowing Base..................................23
                  3.1.5.      Eligible Accounts...............................23
         3.2.     Floorplan Loan Facility.....................................25
                  3.2.1.      Floorplan Loan Facility Generally...............25
                  3.2.2.      Interim Floorplan Loan Advances.................25
                  3.2.3.      Termination of Interim Floorplan Advances.......26
                  3.2.4.      Limitations on Interim Floorplan Loan
                              Advances........................................26
                  3.2.5.      Operation of Floorplan Loan Facility and
                              Interim Floorplan Loan Facility.................26
                  3.2.6.      Floorplan Loan Approvals........................27
                  3.2.7.      Inventory not Available for Floorplan Loans
                              and Interim Floorplan Loans.....................27
                  3.2.8.      Termination of Floorplan Loan Facility and
                              Interim Floorplan Loan Facility.................27
                  3.2.9.      Repurchase Agreements...........................28
         3.3.     Swingline Facility..........................................28
                  3.3.1.      Swingline Advances..............................28
                  3.3.2.      Termination of Swingline Facility...............28
                  3.3.3.      Limitations on Swingline Advances...............29
                  3.3.4.      Swingline Note..................................29
         3.4.     Letter of Credit Facility...................................29
         3.5.     Total Aggregate Facility Limit..............................30
         3.6.     Termination.................................................30
<PAGE>

4.       Interest; Yield Protection...........................................32
         4.1.     Interest on the Swingline Loan..............................32
         4.2.     Interest on Draws on Letters of Credit......................32
         4.3.     Interest on the Floorplan Loan and Interim Floorplan
                  Loan  -- Administrative  Agent and GECDF as a Lender Only...32
         4.4.     Interest on Aggregate Loans--Other than Floorplan Loans.....33
         4.5.     Interest on Floorplan Loans; Administrative Agent
                  Deficiency Amount...........................................34
         4.6.     Adjusted LIBOR Rate.........................................34
         4.7.     Base Rate...................................................34
         4.8.     Prime Increments and LIBOR Increments.......................36
         4.9.     Time of Accrual.............................................36
         4.10.    Conversion or Continuation of Loans.........................36
         4.11.    Computation.................................................36
         4.12.    Rate After Maturity and Rate After An Event of Default......36
                  4.12.1......................................................36
         4.13.    Taxes.......................................................37
         4.14.    Compensation for Increased Costs and Reduced Returns;
                  Capital Adequacy............................................39
         4.15.    Limitation on Types of Loans................................40
         4.16.    Illegality..................................................40
         4.17.    Treatment of Affected Loans.................................40
         4.18.    Usury.......................................................41

5.       Fees.................................................................41
         5.1.     Letter of Credit Fees.......................................41
         5.2.     Other Letter of Credit Fees.................................41
         5.3.     Calculation of Fees.........................................41

6.       Payments.............................................................41
         6.1.     Scheduled Payments on Loans; Applications to Loans..........41
                  6.1.1.      Interest........................................41
                  6.1.2.      Principal.......................................42
                              6.1.2.3.     Maturity...........................44
         6.2.     Special Requirement for Payments on Floorplan Loans and
                  Interim Floorplan Loans.....................................44
         6.3.     Prepayments.................................................45
                  6.3.1.      Voluntary Prepayments...........................45
                  6.3.2.      Mandatory Prepayments...........................45
                  6.3.3.      Other Mandatory Prepayments.....................45
                              6.3.3.1.     Proceeds from Sales of Assets......45
                              6.3.3.2.     Insurance Proceeds.................46
         6.4.     Reimbursement Obligations of Borrower.......................46
         6.5.     Manner of Payments and Timing of Application of Payments....46
                  6.5.1.      Payment Requirement.............................46
                  6.5.2.      Application of Payments and Proceeds............46
                  6.5.3.      Interest Calculation............................47
         6.6.     Returned Instruments........................................47
         6.7.     Compelled Return of Payments or Proceeds....................47
<PAGE>

         6.8.     Due Dates Not on Business Days..............................47

7.       Procedure for Obtaining Advances.....................................47
         7.1.     Initial Advances............................................47
         7.2.     Subsequent Revolving Loan Advances..........................48
         7.3.     Subsequent Floorplan Loan Advances..........................48
         7.4.     Repayment of the Swingline Loan and the Interim
                  Floorplan Loan..............................................48
         7.5.     Letters of Credit...........................................49
         7.6.     Administrative Agent's Right to Make Other Certain
                  Advances....................................................49
                  7.6.1.      Payment of Loan Obligations.....................49
                  7.6.2.      Payments to Other Creditors.....................49
         7.7.     Fundings....................................................50
                  7.7.1.      Advances........................................50
                  7.7.2.      Draws on Letters of Credit......................50
                  7.7.3.      All Fundings Ratable............................50
         7.8.     Administrative Agent's Availability Assumption..............51
         7.9.     Disbursement................................................52
         7.10.    Restrictions on Advances....................................52
         7.11.    Each Advance Request and Request for a Letter of Credit
                  Certification...............................................52
         7.12.    Requirements for Every Advance Request......................52
         7.13.    Requirements for Every Letter of Credit Request.............53
         7.14.    Exoneration of Administrative Agent and Lenders.............53

8.       Security; Guaranties.................................................53
         8.1.     Landlord Consents...........................................53
         8.2.     Security Agreements.........................................53
         8.3.     Pledge Agreements...........................................53
         8.4.     Collateral Assignments......................................53
                  8.4.1.      Account and Lockbox Assignments.................54
                  8.4.2.      Intellectual Property Assignments...............54
                  8.4.3.      Acquisition Documents Assignment................54

9.       Power of Attorney....................................................54

10.      Conditions of Lending................................................55
         10.1.    Conditions to Initial Advance...............................55
                  10.1.1.     Listed Documents and Other Items................55
                  10.1.2.     Financial Condition.............................55
                  10.1.3.     Default.........................................55
                  10.1.4.     Perfection of Security Interests................55
                  10.1.5.     Representations and Warranties..................55
                  10.1.6.     Material Adverse Change.........................55
                  10.1.7.     Payment of Fees.................................55
                  10.1.8.     Other Items.....................................55
                  10.1.9.     No Material Proceedings.........................56
         10.2.    Conditions to Subsequent Advances...........................56
                  10.2.1.     General Conditions..............................56
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                  10.2.2.     Representations and Warranties..................56
                  10.2.3.     Approvals.......................................56
                  10.2.4.     Default.........................................56
                  10.2.5.     No Material Proceedings.........................56
                  10.2.6.     Material Adverse Change.........................56
         10.3.    Conditions to Issuance of Letters of Credit.................56
                  10.3.1.     Letter of Credit Application/Reimbursement
                              Agreement.......................................56
                  10.3.2.     No Prohibitions.................................56
                  10.3.3.     Representations and Warranties..................57
                  10.3.4.     No Material Proceedings.........................57
                  10.3.5.     No Default......................................57
                  10.3.6.     Other Conditions................................57

11.      Representations and Warranties.......................................57
         11.1.    Organization and Existence..................................57
         11.2.    Authorization...............................................57
         11.3.    Due Execution...............................................57
         11.4.    Enforceability of Obligations...............................57
         11.5.    Burdensome Obligations......................................57
         11.6.    Legal Restraints............................................58
         11.7.    Labor Contracts and Disputes................................58
         11.8.    No Material Proceedings.....................................58
         11.9.    Material Licenses...........................................58
         11.10.   Compliance with Material Laws...............................58
                  11.10.1.    General Compliance with Environmental Laws
                              and Governmental Procurement Regulations........58
                  11.10.2.    Proceedings.....................................58
                  11.10.3.    Investigations..................................58
                  11.10.4.    Notices and Reports Regarding Hazardous
                              Materials.......................................59
                  11.10.5.    Hazardous Materials on Real Property............59
                  11.10.6.    Environmental Property Transfer Acts............59
         11.11.   Other Names.................................................59
         11.12.   Prior Transactions..........................................59
         11.13.   Capitalization..............................................59
         11.14.   Solvency....................................................59
         11.15.   Projections.................................................59
         11.16.   Financial Statements........................................60
         11.17.   No Change in Condition......................................60
         11.18.   No Defaults.................................................60
         11.19.   Investments.................................................60
         11.20.   Indebtedness................................................60
         11.21.   Indirect Obligations........................................60
         11.22.   Encumbrances................................................60
         11.23.   Operating Leases............................................60
         11.24.   Capital Leases..............................................60
         11.25.   Other Creditor Indebtedness; Intercreditor Documents........60
         11.26.   Tax Liabilities; Governmental Charges.......................60
         11.27.   Pension Benefit Plans.......................................61
                  11.27.1.    Prohibited Transactions.........................61
                  11.27.2.    Claims..........................................61
                  11.27.3.    Reporting and Disclosure Requirements...........61
<PAGE>

                  11.27.4.    Accumulated Funding Deficiency..................61
                  11.27.5.    Multi-employer Plan.............................61
         11.28.   Welfare Benefit Plans.......................................61
         11.29.   Retiree Benefits............................................62
         11.30.   Distributions...............................................62
         11.31.   Real Property...............................................62
         11.32.   State of Collateral and other Property......................62
                  11.32.1.    Accounts........................................62
                  11.32.2.    Inventory.......................................63
                  11.32.3.    Equipment.......................................63
                  11.32.4.    Intellectual Property...........................64
                  11.32.5.    Documents, Instruments and Chattel Paper........64
         11.33.   Chief Place of Business; Locations of Collateral............64
         11.34.   [Intentionally Omitted].....................................64
         11.35.   No Negative Pledges.........................................64
         11.36.   Security Documents..........................................65
                  11.36.1.    Security Agreements.............................65
                  11.36.2.    Collateral Assignments..........................65
                              11.36.2.1.    Blocked Account Agreements........65
                              11.36.2.2.    Intellectual Property
                                            Assignments.......................65
                              11.36.2.3.    Acquisition Documents
                                            Assignment........................65
                              11.36.2.4.    Pledge Agreement..................65
         11.37.   S Corporation...............................................65
         11.38.   Subsidiaries and Affiliates.................................65
         11.39.   Bank Accounts and Lockboxes.................................65
         11.40.   Margin Stock................................................66
         11.41.   Tax Matters.................................................66
         11.42.   Investment Company Act, Etc.................................66
         11.43.   No Material Misstatements or Omissions......................66
         11.44.   Filings.....................................................66
         11.45.   Broker's Fees...............................................66
         11.46.   Eligibility of Collateral...................................66
         11.47.   Loans to Shareholders.......................................66
         11.48.   Lease Transaction Accounting................................67

12.      Modification and Survival of Representations.........................67

13.      Affirmative Covenants................................................67
         13.1.    Use of Proceeds.............................................67
         13.2.    Corporate Existence.........................................67
         13.3.    Maintenance of Property and Leases..........................67
         13.4.    Inventory...................................................68
         13.5.    Insurance...................................................68
         13.6.    Payment of Taxes and Other Obligations......................69
         13.7.    Compliance With Laws........................................69
                  13.7.1.     Environmental Laws..............................69
                  13.7.2.     Pension Benefit Plans...........................69
                  13.7.3.     Governmental Authority Procurement
                              Regulations.....................................69
         13.8.    Discovery and Clean-up of Hazardous Material................69
<PAGE>

         13.9.    Termination of Pension Benefit Plan.........................70
         13.10.   Notice to Administrative Agent and Lenders of Material
                  Events......................................................70
         13.12.   Maintenance of Security Interests of Security Documents.....72
                  13.12.1.    Preservation and Perfection of Security
                              Interests.......................................72
                  13.12.2.    Collateral Held by Warehouseman, Bailee, etc....73
                  13.12.3.    Compliance With Terms of Security Documents.....73
         13.13.   Accounting System...........................................73
                  13.13.1.    Account Records.................................73
                  13.13.2.    Inventory Records...............................74
                  13.13.3.    Tracing of Proceeds.............................74
         13.14.   Financial Statements........................................74
                  13.14.1.    Annual Financial Statements.....................74
                  13.14.2.    Annual Projections..............................74
                  13.14.3.    Monthly Financial Statements....................74
         13.15.   Other Financial Information.................................75
                  13.15.1.    Periodic Borrowing Base Certificates............75
                  13.15.2.    Daily Schedule of Deposits......................75
                  13.15.3.    Weekly Summary Accounts Aging...................75
                  13.15.4.    Semimonthly Sales Journal Report................75
                  13.15.5.    Monthly Detailed Accounts Aging and
                              Inventory Reports...............................75
                  13.15.6.    Monthly Locations of Inventory Report...........75
                  13.15.7.    Monthly Cash Receipts Journal and Credit
                              Memo Entries....................................75
                  13.15.8.    Semiannual Customer Address Listing.............75
         13.16.   Other Reports or Information Concerning Accounts or
                  Inventory...................................................76
         13.17.   Tax Notifications...........................................76
         13.18.   Stockholder and SEC Reports.................................76
         13.19.   Pension Benefit Plan Reports................................76
         13.20.   Other Information...........................................76
         13.21.   Review of Accounts..........................................76
         13.22.   Inventory...................................................76
         13.23.   Lease Servicing.............................................76
         13.24.   Examinations and Site Visits by Administrative Agent........77
         13.25.   Verification of Accounts and Notices to Account Debtors.....77
         13.26.   Appraisals of Collateral....................................77
         13.27.   Access to Officers and Auditors.............................77
         13.28.   Movement of Inventory.......................................78
         13.29.   Titled Assets...............................................78
         13.30.   Acquisition Documents.......................................78
         13.31.   Other Information...........................................78
         13.32.   Further Assurances..........................................78

14.      Negative Covenants...................................................79
         14.1.    Investments.................................................79
         14.2.    Indebtedness................................................79
         14.3.    Payments on Other Creditor Indebtedness.....................80
         14.4.    Prepayments.................................................80
         14.5.    Indirect Obligations........................................80
         14.6.    Security Interests..........................................80
         14.7.    Acquisitions................................................81
         14.8.    Bailments; Consignments; Warehousing........................82
         14.9.    Disposal of Property........................................83
<PAGE>

         14.10.   Distributions...............................................83
         14.12.   Capital Structure; Equity Securities........................83
         14.13.   Change of State of Formation; Change of Name................83
         14.14.   Change of Business..........................................83
         14.15.   Transactions With Affiliates................................83
         14.16.   Operating Leases............................................84
         14.17.   Conflicting Agreements......................................84
         14.18.   Investment Banking and Finder's Fees........................84
         14.19.   Sale and Leaseback Transactions.............................84
         14.20.   New Subsidiaries and Holding Company Reorganization.........84
                  14.20.1.    New Subsidiaries................................84
                  14.20.2.    Holding Company Reorganization..................84
         14.21.   Fiscal Year.................................................85
         14.22.   Leases......................................................85
         14.23.   S Corporation Status........................................85
         14.24.   Tax Consolidation...........................................85
         14.25.   Transactions Having a Material Adverse Effect...............85
         14.26.   Storage; Chief Executive Officer; State of Incorporation....85
         14.27.   Like-Kind Exchange..........................................85

15.      Financial Covenants..................................................85
         15.1.    Special Definitions.........................................85
         15.2.    Minimum Tangible Net Worth..................................86
         15.3.    Maximum Total Liabilities to Tangible Net Worth.............86
         15.4.    Maximum Total Funded Indebtedness to EBITDA.................87
         15.5.    Minimum EBIT to Net Sales...................................87

16.      Default..............................................................87
         16.1.    Events of Default...........................................87
                  16.1.1.     Failure to Pay Principal or Interest............87
                  16.1.2.     Failure to Pay Certain Other Amounts Owed to
                              Lenders.........................................87
                  16.1.3.     Failure to Pay Examination and Appraisal
                              Costs...........................................87
                  16.1.4.     Failure to Pay Amounts Owed to Other Persons....87
                  16.1.5.     Representations or Warranties...................88
                  16.1.6.     Certain Covenants with Cure Periods.............88
                  16.1.7.     Certain Covenants Without Cure Periods..........88
                  16.1.8.     Other Covenants.................................88
                  16.1.9.     Acceleration of Other Indebtedness..............88
                  16.1.10.    Default Under Other Agreements..................88
                  16.1.11.    Other Creditor Indebtedness.....................88
                  16.1.12.    Bankruptcy; Insolvency; Etc.....................88
                  16.1.13.    Judgments; Attachment; Settlement; Etc..........89
                  16.1.14.    Pension Benefit Plan Termination, Etc...........89
                  16.1.15.    Liquidation or Dissolution......................89
                  16.1.16.    Seizure of Assets...............................90
                  16.1.17.    Loan Documents; Security Interests..............90
                  16.1.18.    Loss to Collateral..............................90
                  16.1.19.    Guaranty; Guarantor.............................90
                  16.1.20.    Governmental Authority Bar......................90
<PAGE>

                  16.1.21.    Change of Control...............................90
         16.2.    Cross-Default...............................................91
         16.3.    Rights and Remedies.........................................91
                  16.3.1.     Termination of Facilities.......................91
                  16.3.2.     Acceleration; Funding...........................91
                  16.3.3.     Right of Set-off................................91
                  16.3.4.     Notice to Account Debtors.......................92
                  16.3.5.     Entry Upon Premises and Access to Information...92
                  16.3.6.     Completion of Uncompleted Inventory Items.......92
                  16.3.7.     Borrower's Obligations..........................92
                  16.3.8.     Secured Party Rights............................92
                  16.3.9.     Joint and Several...............................93
                  16.3.10.    Miscellaneous...................................94
         16.4.    Application of Funds........................................94
         16.5.    Limitation of Liability; Waiver.............................95
         16.6.    Notice......................................................95

17.      Administrative Agent and Lenders.....................................95
         17.1.    Appointment, Powers, and Immunities.........................95
         17.2.    Reliance by Administrative Agent............................96
         17.3.    Employment of Administrative Agents and Counsel.............96
         17.4.    Defaults....................................................96
         17.5.    Rights as Lender............................................97
         17.6.    Indemnification.............................................97
         17.7.    Notification of Lenders.....................................98
         17.8.    Non-Reliance on Agent and Other Lenders.....................98
         17.9.    Resignation.................................................98
         17.10.   Collections and Distributions to Lenders by
                  Administrative Agent........................................99
         17.11.   Provision Regarding Payments................................99

18.      General..............................................................99
         18.1.    Lenders' Right to Cure......................................99
         18.2.    Rights Not Exclusive.......................................100
         18.3.    Survival of Agreements.....................................100
         18.4.    Assignments................................................100
                  18.4.1.     Permitted Assignments..........................100
                  18.4.2.     Register; Consequences and Effect of
                              Assignments....................................101
                  18.4.3.     Administrative Agent to Retain Copies of
                              Assignments and Acceptances....................102
                  18.4.4.     Notice to Borrower of Assignment...............102
                  18.4.5.     Assignment to Federal Reserve Bank.............102
                  18.4.6.     Information....................................102
                  18.4.7.     Sale of Participations.........................102
         18.5.    Payment of Expenses........................................103
         18.6.    General Indemnity..........................................103
         18.7.    Letters of Credit..........................................105
         18.8.    Changes in Accounting Principles...........................106
         18.9.    Loan Records...............................................106
         18.10.   Other Security and Guaranties..............................106
<PAGE>

         18.11.   Loan Obligations Payable in Dollars........................107
         18.12.   Confidentiality............................................107

19.      Binding Arbitration.................................................108
         19.1.    Arbitrable Claims..........................................108
         19.2.    Administrative Body........................................108
         19.3.    Hearings...................................................108
         19.4.    Discovery..................................................109
         19.5.    Exemplary or Punitive Damages..............................109
         19.6.    Confidentiality of Awards..................................109
         19.7.    Prejudgment and Provisional Remedies.......................109
         19.8.    Attorneys' Fees............................................109
         19.9.    Limitations................................................110
         19.10.   Survival After Termination.................................110
         19.11.   Invalidity/Unenforceability of Binding Arbitration; Jury
                  Trial Waiver; Service of Process; Forum....................110
                  19.11.1.    Jury Trial Waiver..............................110
                  19.11.2.    Choice of Forum................................110
                  19.11.3.    Service of Process.............................111

20.      Miscellaneous.......................................................111
         20.1.    Notices....................................................111
         20.2.    Amendments and Modifications; Waivers and Consents;
                  All Lenders................................................111
         20.3.    Course of Dealing..........................................112
         20.4.    Rights Cumulative..........................................112
         20.5.    Successors and Assigns.....................................112
         20.6.    Severability...............................................112
         20.7.    Counterparts...............................................112
         20.8.    Governing Law; No Third Party Rights.......................112
         20.9.    Counterpart Facsimile Execution............................113
         20.10.   No Other Agreements........................................113
         20.11.   Waiver of Right to Seek Punitive and Exemplary Damages.....113
         20.12.   Negotiated Transaction.....................................113
         20.13.   Incorporation By Reference.................................113
         20.14.   Statutory Notice-Insurance.................................113
         20.15.   Statutory Notice--Oral Commitments.........................114
<PAGE>

                           CREDIT FACILITIES AGREEMENT


         In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, GTSI Corp., a
Delaware corporation ("GTSI" or "Borrower"), and GE Commercial Distribution
Finance Corporation, a Nevada corporation ("GECDF"), as Administrative Agent,
and GECDF and the other lenders listed on Exhibit 3 and the signature pages
hereto (and their respective successors and permitted assigns), as "Lenders,"
agree as follows:


Effective Date. This Agreement is effective October 20, 2003.

Definitions; Rules of Construction.
-----------------------------------
Listed Definitions. Capitalized words defined in the Glossary and Index of
         Defined Terms attached hereto as Exhibit 0 shall have such defined
         meanings wherever used in this Agreement and the other Loan Documents.

Other Definitions. If a capitalized word in this Agreement is not defined in
         the Glossary and Index of Defined Terms, it shall have such meaning as
         defined elsewhere herein, or if not defined elsewhere herein, the
         meaning defined in the UCC.

References to Borrower. If there is more than one Person who is a Borrower
         hereunder, then the words "a Borrower," "any Borrower," "Borrower" and
         "every Borrower" refer to each such Person both separately and
         collectively, as though each such entity were actually listed, and
         their Obligations and liabilities (including, the Loan Obligations)
         under the Loan Documents are joint and several in all respects.

References to Covered Person. The words "Covered Person," "a Covered Person,"
         "any Covered Person," "each Covered Person" and "every Covered Person"
         refer to Borrower and each of its currently existing or later acquired,
         created or organized Subsidiaries separately. The words "Covered
         Persons" refers to Borrower and its currently existing or later
         acquired, created or organized Subsidiaries collectively.

References to Required Lenders; Minimum Exposure. Subject to the provisions of
         Section 0 with regards to a Defaulting Lender, the words "Required
         Lenders" means any one or more Lenders whose shares of Lenders'
         Exposure at the relevant time aggregate at least 66.6667%; provided,
         however, while there are only two Lenders, Required Lenders shall mean
         both Lenders. GECDF, in its capacity as a Lender, shall hold a pro-rata
         portion of the Aggregate Facilities at least equal to or greater than
         the Aggregate Facility of each other Lender individually; provided,
         however, that after an acceleration of the Loan Obligations or upon the
         occurrence and during the continuance of an Event of Default, GECDF
         shall be permitted to assign all or any portion of its Facilities and
         the foregoing restriction shall not be applicable after any such
         assignment.

Accounting Terms. Unless the context otherwise requires, accounting terms that
         are used but not defined herein shall be determined under GAAP. All
         financial measurements contemplated hereunder respecting Borrower shall
         be made and calculated for Borrower and all of its currently existing
         or later acquired, created or organized Subsidiaries, if any, on a

                                       20
<PAGE>

         consolidated and consolidating basis in accordance with GAAP unless
         expressly provided otherwise herein.

Meaning of Satisfactory. Whenever herein a document or matter is required to be
         satisfactory to Administrative Agent or satisfactory to Lenders or
         satisfactory to Required Lenders, unless expressly stated otherwise
         such document must be reasonably satisfactory to Administrative Agent,
         Lenders or Required Lenders (as applicable) in both form and substance,
         and unless expressly stated otherwise Administrative Agent, Lenders or
         Required Lenders (as applicable) shall have the commercially reasonable
         discretion to determine whether the document or matter is satisfactory.

Computation of Time Periods. In computing or defining periods of time from a
         specified date to a later specified date, and in computing the accrual
         of interest or fees, the word "from" shall mean "from and including"
         and the words "to" and "until" shall each mean "to but excluding."
         Periods of days referred to in this Agreement shall be counted in
         calendar days unless Business Days are expressly prescribed, and
         references in this Agreement to months and years are to calendar months
         and calendar years unless otherwise specified.

Certificates of Borrower and Borrowing Officer, Advance Requests; Borrowing
         Agent. This Section shall be applicable if there is more than one
         Borrower. In such case, each Borrower hereby appoints GTSI as
         "Borrowing Agent." Because the operations and business activities of
         Borrowers are highly integrated and interdependent, at any particular
         time it is impractical to determine which of Borrowers will directly
         receive the proceeds of a Revolving Loan, Swingline Loan, Interim
         Floorplan Loan, or Floorplan Loan or the benefit of the Letters of
         Credit. Each of Borrowers hereby directs the Letter of Credit Issuer to
         issue Letters of Credit and Administrative Agent to disburse the
         proceeds of each Revolving Loan, Swingline Loan, Interim Floorplan
         Loan, and Floorplan Loan to or at the direction of Borrowing Agent,
         with such directions to be subject to approval of Administrative Agent
         in its discretion, and such distribution will, in all circumstances, be
         deemed to be made to each of Borrowers. Notwithstanding anything herein
         to the contrary, proceeds of the initial Revolving Loan, and initial
         Floorplan Loan used to satisfy the existing Indebtedness of a Borrower
         will be advanced directly to the holders of such Indebtedness. From
         time to time, Borrowing Agent shall further distribute the proceeds of
         Revolving Loans, and Swingline Loans, to a particular Borrower or
         Borrowers, jointly and severally, or direct the disbursement of the
         Interim Floorplan Loan and Floorplan Loans for the account of Borrower,
         and Borrower represents and warrants that the subsequent receipt and
         use of such proceeds by any particular Borrower inures to the economic
         benefit directly and indirectly of all other Borrowers. For so long as
         the Loan Obligations remain outstanding and any Facility is in effect,
         Borrower hereby covenants and agrees, and hereby grants to Borrowing
         Agent an absolute and irrevocable power of attorney coupled with
         interest, and irrevocably designates, appoints, authorizes and directs
         Borrowing Agent to (i) execute and deliver any Borrowing Base
         Certificates, (ii) certify the financial statements of Borrower, (iii)
         request Advances, request issuance of Letters of Credit and execute and
         deliver written requests for Advances and the issuance of Letters of
         Credit, as the case may be, (iv) make any other deliveries required to
         be delivered periodically hereunder to Administrative Agent or any
         Lender, (v) act as its Borrowing Officer, and Administrative Agent and
         each Lender is entitled to rely on any such document or certificate
         signed by Borrowing Agent, and (vi) otherwise take all other actions
         otherwise contemplated by this Section, and to act on behalf of such
         Borrower for purposes of giving and receiving notices and
         certifications under this Agreement or any other Loan Document.
         Administrative Agent is entitled to rely and act on the instructions of
         Borrowing Agent.

                                       21
<PAGE>

General. Unless the context of this Agreement clearly requires otherwise: (i)
         references to the plural include the singular and vice versa; (ii)
         references to any Person include such Person's successors and assigns
         but, if applicable, only if such successors and assigns are permitted
         by this Agreement; (iii) references to one gender include all genders;
         (iv) "including" is not limiting; (v) "or" has the inclusive meaning
         represented by the phrase "and/or;" (vi) the words "hereof," "herein,"
         "hereby," "hereunder" and similar terms in this Agreement refer to this
         Agreement as a whole, including its Exhibits, and not to any particular
         provision of this Agreement; (vii) the word "Section" or "section" and
         "Page" or "page" refer to a section or page, respectively, of, and the
         word Exhibit refers to an Exhibit to this Agreement unless it expressly
         refers to something else; (viii) reference to any agreement, document,
         or instrument (including this Agreement and any other Loan Document or
         other agreement, document or instrument defined herein), means such
         agreement, document, or instrument as amended, modified, restated or
         replaced and in effect from time to time in accordance with the terms
         and conditions thereof and, if applicable, the terms and conditions
         hereof, and includes all attachments thereto and documents incorporated
         therein, if any; (ix) general and specific references to any Law means
         such Law as amended, modified, codified or reenacted, in whole or in
         part, and in effect from time to time; and (x) unless otherwise
         expressly modified, the word "anniversary" shall refer to the annual
         observance of such an event on that date in following years. Section
         captions and the Table of Contents are for convenience only and shall
         not affect the interpretation or construction of this Agreement or the
         other Loan Documents.


Lenders' Facilities. Subject to the terms and conditions hereof, and in reliance
upon the Representations and Warranties:

Revolving Loan Facility.

Aggregate Amount. Subject to the limitations in Sections 0 and 0 and elsewhere
                  herein, each Lender shall make available to Borrower, such
                  Lender's pro-rata share (as listed on Exhibit 0) of an
                  "Aggregate Revolving Loan Facility" that is Ninety Million
                  Dollars ($90,000,000), by funding such Lender's pro-rata share
                  of Revolving Loan Advances made from time to time by
                  Administrative Agent as provided herein. Subject to the
                  limitations in Sections 0 and 0 and elsewhere herein, payments
                  and prepayments that are applied to reduce the Aggregate
                  Revolving Loan may be reborrowed by Borrower through Revolving
                  Loan Advances. Each Lender's Revolving Loan Facility is its
                  pro-rata share of the Aggregate Revolving Loan Facility. Upon
                  any reduction of the Aggregate Revolving Loan Facility
                  permitted in this Agreement, each Lender's Revolving Loan
                  Facility will automatically reduce by such Lender's pro-rata
                  share of such reduction of the Aggregate Revolving Loan
                  Facility.

Limitation on Revolving Loan Advances. No Revolving Loan Advance will be made
                  which would result in either: (i) the Aggregate Revolving Loan
                  exceeding the Maximum Available Amount; or (ii) the Lenders'
                  Exposure exceeding the Total Aggregate Facility Limit. No
                  Revolving Loan Advance will be made on or after the effective
                  date of any termination of the Aggregate Revolving Loan
                  Facility. Lenders may, however, in their absolute discretion
                  make such Revolving Loan Advances, but shall not be deemed by
                  doing so to have increased the Maximum Available Amount or the
                  Total Aggregate Facility Limit and shall not be obligated to
                  make any such Revolving Loan Advances thereafter. At any time
                  that an Event of Default has occurred and is continuing, the
                  Aggregate Revolving Loan Facility may be canceled as provided
                  herein. The "Maximum Available Amount" (which can be a
                  negative number) on any date shall be a Dollar amount equal to
                  the lesser of (i) the amount of the Aggregate Revolving Loan

                                       22
<PAGE>

                  Facility and (ii) the Borrowing Base on such date, minus the
                  sum of (a) the Swingline Loan, (b) the Floorplan Shortfall,
                  (c) the Other Creditor Indebtedness (unless an Intercreditor
                  Agreement has been executed between Administrative Agent and
                  the holders of such Other Creditor Indebtedness),and (d) the
                  Letter of Credit Exposure on such date (except to the extent
                  that a Revolving Loan Advance will be used immediately to
                  reimburse Letter of Credit Issuer for unreimbursed draws on a
                  Letter of Credit).

Revolving Notes. The obligation of Borrower to repay each Lender's Revolving
                  Loan shall be evidenced by a promissory note payable to the
                  order of such Lender in a maximum principal amount equal to
                  the amount of its Revolving Loan Facility and otherwise
                  satisfactory to Lenders.

Borrowing Base. The "Borrowing Base" on any date shall be 85% of the total
                           outstanding principal balance of all Eligible
                           Accounts (i) as of the close of business on such
                           date, or (ii) as certified in the Borrowing Base
                           Certificate most recently furnished to Administrative
                           Agent as required in Section 0, whichever is less,
                           minus (to the extent not deducted from Eligible
                           Accounts pursuant to Section 0) the Dollar amount, if
                           any, of Inventory that Borrower has been requested
                           (orally or in writing) to repurchase under any
                           repurchase agreement or similar arrangement,
                           including the Textron Agreement.

Eligible Accounts. "Eligible Accounts" include all of Borrowers' Accounts other
                  than the following, unless approved in writing by
                  Administrative Agent in each case: (i) any Account with
                  respect to which Administrative Agent does not have a valid
                  and enforceable, perfected first priority Security Interest;
                  (ii) any Account which remains unpaid as of 90 days after the
                  original date of the applicable invoice, except the foregoing
                  period shall be 120 days for any Account for which the Account
                  Debtor is a Governmental Authority; (iii) any Account of a
                  single Account Debtor if 50% or more of the balances due on
                  all Accounts of such Account Debtor are ineligible under
                  clause (i) or (ii); (iv) any Account for which the Account
                  Debtor is a Borrower, a Subsidiary or an Affiliate thereof or
                  an employee, officer, director or manager of Borrower or any
                  Subsidiary or Affiliate thereof; (v) any Account for which the
                  Account Debtor does not maintain its chief executive office
                  within the United States nor Canada and any Account for which
                  the Account Debtor is the government of any foreign country or
                  any municipality or other political subdivision thereof, or
                  any department, agency, public corporation or other
                  instrumentality thereof; (vi) any Account which is created
                  from the rental or lease of any Inventory not owned by
                  Borrower; (vii) any Account with respect to goods or services
                  whose delivery or performance has been rejected by the Account
                  Debtor or whose earlier acceptance has been revoked; (viii)
                  any Account arising from the delivery of goods or performance
                  of services for which an invoice has not been sent to the
                  Account Debtor within ten (10) days after such delivery or
                  performance; (ix) any Account for which the Account Debtor is
                  the subject of a bankruptcy or similar insolvency proceeding,
                  has made an assignment for the benefit of creditors, has
                  acknowledged that it is unable to pay its debts as they
                  mature, or whose assets have been transferred to a receiver or
                  trustee, or which has ceased business as a going concern; (x)
                  any Account for which the Account Debtor's obligation to pay
                  the Account is conditional upon such Account Debtor's approval
                  or is otherwise subject to any repurchase obligation or return
                  right (except for Accounts for which the Account Debtor is a
                  Governmental Authority pursuant to customary terms given by
                  Borrower to such Account Debtor in the ordinary course of

                                       23
<PAGE>

                  business which provide that non-customized goods may only be
                  returned by a buyer to Borrower within 30 days of invoice date
                  in their new or unopended condition), as with sales made on a
                  bill-and-hold (except for Accounts for which the Account
                  Debtor is a Governmental Authority, provided that such
                  Accounts do not exceed $5,000,000 in the aggregate and that
                  Borrower has segregated such sold items from its Inventory,
                  marked them "Sold and Invoiced - Shipment Pending at Buyer's
                  Request" or words to such effect and has received a written
                  acknowledgment from the Governmental Authority buyer that such
                  goods have been purchased but are being held by Borrower at
                  such buyer's request), guarantied sale, sale-and-return, sale
                  on approval (except with respect to Accounts for which Account
                  Debtors are entitled to return Inventory solely on the basis
                  of the quality of such Inventory) or consignment basis; (xi)
                  any Account for which the Account Debtor has disputed
                  liability or made any claim with respect to any other Account
                  due from such Account Debtor, or that has any right of set-off
                  against such Account, or to which Borrower is indebted in any
                  way, but only to the extent of such indebtedness, set-off,
                  dispute or claim; provided, however, that if the Account
                  Debtor is a Governmental Authority and such indebtedness or
                  set-off arises out of a Law which grants such Governmental
                  Authority the right of set-off then such set-off shall be
                  disregarded; (xii) any Account subject to a chargeback from a
                  volume discount or an advertising discount, but only to the
                  extent of such chargeback or discount; (xiii) any Account
                  which is created from the rental or lease of any Inventory or
                  other asset of Borrower; (xiv) any Account of an Account
                  Debtor with respect to particular goods still in the
                  possession of the creditor on the Account or included in
                  Inventory of such creditor and against which the Account
                  Debtor has filed a financing statement under the UCC or has
                  obtained or purported to have obtained a Security Interest;
                  (xv) any Account with respect to which the delivery of goods
                  or performance of services is bonded in favor of Borrower;
                  (xvi) except as to Accounts for which the Account Debtor is a
                  Governmental Authority, any Account as to which Administrative
                  Agent does not have the right or ability to obtain direct
                  payment to Administrative Agent; (xvii) any Account with
                  respect to which any of the covenants and agreements contained
                  in any of the Loan Documents or any of the Representations and
                  Warranties are not or have ceased to be true and correct;
                  (xviii) any Account which is evidenced by a promissory note or
                  other instrument or by chattel paper or which has been reduced
                  to judgment; (xix) any Account which arises out of a sale or
                  lease not made in the ordinary course of Borrower's business;
                  (xx) any Account for which payment terms greater than net
                  sixty (60) days from the date of invoice are provided or
                  permitted; (xxi) Accounts arising from payment made by credit
                  card, debit card, or similar instrument; (xxii) any Account
                  owing from any supplier or Vendor of any Borrower, including,
                  under or in connection with any rebate, subsidy, incentive or
                  similar program, (xxiii) any Account owing to any Person other
                  than Borrower, (xxiv) any Account arising from the leasing of
                  Inventory, (xxv) with regards to any Account arising from the
                  provision of services, any such Account which is invoiced
                  prior to the performance of the applicable services, (xxvi)
                  any Account with respect to which, in whole or in part, a
                  check or checks or other instruments for the payment of money
                  (the face amount of which checks and instruments in the
                  aggregate are in excess of 25% of the amount of the account)
                  have been received, presented for payment and returned
                  uncollected for any reason until payment in good funds is made
                  on such checks and instruments, (xxvii) any Account arising
                  from any real estate owned or leased by Borrower, (xxviii) any
                  Account not owned by Borrower or which Borrower invoices or
                  collects on behalf of any other Person, or (xxix) any Account,
                  other than for which the Account Debtor is a Federal
                  Authority, as to which Administrative Agent has determined in
                  its reasonable discretion that the prospect of payment or
                  collection on a timely basis is impaired or that

                                       24
<PAGE>

                  Administrative Agent otherwise deems in its reasonable
                  discretion to be uncreditworthy. Notwithstanding the
                  foregoing, (A) Accounts owned by a Target Company may be
                  included within the definition of "Eligible Accounts" and
                  within the Borrowing Base on the day of the closing of a
                  Permitted Acquisition to fund such Permitted Acquisition if
                  and only if such Accounts meet the eligibility requirements of
                  each clause of this Section immediately upon the closing of
                  such Permitted Acquisition, (B) if Accounts in which the
                  Account Debtor is Eyak Technology, LLC otherwise meet the
                  eligibility requirements of each clause of this Section, such
                  Accounts shall be included as Eligible Accounts up to a
                  maximum of $5,000,000 ($10,000,000 during the calendar months
                  of August, September, October and November), and (C) Accounts
                  arising out of the Textron Agreement may (if such Accounts
                  otherwise meet the eligibility requirements of each clause of
                  this Section) be included within the definition of "Eligible
                  Accounts" and within the Borrowing Base; provided, however,
                  that such Accounts are ineligible to the extent that (1) they
                  remain unpaid more than 30 days after the original date of the
                  applicable invoice, or (2) there exists, if not otherwise
                  deducted from the Borrowing Base pursuant to Section 0, any
                  unsatisfied request by Textron to Borrower to pay to Textron
                  the purchase price for Borrower's repurchase of Inventory
                  pursuant to the Textron Agreement.

Floorplan Loan Facility.

Floorplan Loan Facility Generally. Each Lender may, subject to the terms and
                  conditions hereof, make available to Borrower such Lender's
                  pro-rata share (as listed on Exhibit 3) of an "Aggregate
                  Floorplan Loan Facility" that is Seventy-Five Million Dollars
                  ($75,000,000) by funding such Lender's pro-rata share thereof
                  as provided for herein. Each Lender's Floorplan Loan Facility
                  is its pro-rata share of the Aggregate Floorplan Loan
                  Facility. All Floorplan Loan Advances and Interim Floorplan
                  Loan Advances will be made directly to approved Vendors and
                  not to Borrower. No Floorplan Loan Advance will be made which
                  would result in either: (i) the sum of the Aggregate Floorplan
                  Loan, the Interim Floorplan Loan, and all unfunded Approvals,
                  exceeding the Aggregate Floorplan Loan Facility; or (ii) the
                  Lenders' Exposure exceeding the Total Aggregate Facility
                  Limit. Subject to the terms and conditions of this Agreement
                  and the other Loan Documents, payments and prepayments that
                  are applied to reduce the Aggregate Floorplan Loan may be
                  reborrowed by Borrower through subsequent Floorplan Loan
                  Advances. The Aggregate Floorplan Loan Facility is not a
                  commitment to lend or advance funds but is a discretionary
                  facility. From and after the date on which Administrative
                  Agent has actual knowledge of an Event of Default under
                  Section 0 or 0, no further Approvals will be issued and,
                  except with respect to existing unfunded Approvals, no further
                  Floorplan Loan Advances shall be made. From and after the date
                  on which Administrative Agent has actual knowledge of any
                  other Event of Default, no further Approvals will be issued if
                  Administrative Agent so chooses in its discretion to no longer
                  issue Approvals or if the Required Lenders direct
                  Administrative Agent to no longer issue Approvals, and if
                  Administrative Agent so chooses or the Required Lenders so
                  direct, except with respect to existing unfunded Approvals, no
                  further Floorplan Loan Advances shall be made. The Floorplan
                  Facility will not be evidenced by promissory notes.

Interim Floorplan Loan Advances. To reduce the frequency of fundings of
                  Floorplan Loan Advances by Lenders, but subject to the
                  limitations in Section 0 and elsewhere herein, Administrative
                  Agent may in its absolute discretion make Interim Floorplan

                                       25
<PAGE>

                  Loan Advances for the account of and benefit of Borrower with
                  respect to an Approval issued by Administrative Agent from
                  time to time from the Effective Date to the effective date of
                  any termination of the Aggregate Floorplan Loan Facility. From
                  and after the date on which Administrative Agent has actual
                  knowledge of an Event of Default under Section 0 or 0, no
                  further Interim Floorplan Loan Advances shall be made. Each
                  Lender shall be obligated to funds its pro rata share of all
                  Approvals once issued (except any Approvals issued contrary to
                  the terms of the preceding sentence) regardless as to whether
                  at the time of issuance an Event of Default exists or after
                  the date of issuance of any Approval an Event of Default
                  occurs. From and after the date on which Administrative Agent
                  has actual knowledge of any other Event of Default, at the
                  sole discretion of Administrative Agent, no further Interim
                  Floorplan Loan Advances shall be made. Subject to the
                  limitations in Section 0 and elsewhere herein, payments and
                  prepayments that are applied to reduce the Interim Floorplan
                  Loan may be reborrowed by Borrower for new Inventory purchases
                  through Interim Floorplan Loan Advances. The Interim Floorplan
                  Loan Facility is not a commitment to lend or advance funds,
                  but is a discretionary facility. The Interim Floorplan
                  Facility will not be evidenced by promissory notes.

Termination of Interim Floorplan Advances. The Interim Floorplan Facility is not
                  a commitment to lend money. It is a discretionary facility
                  which Administrative Agent may terminate at any time in its
                  absolute discretion. If Administrative Agent terminates the
                  Interim Floorplan Facility, Borrower agrees that no prior
                  notice of any kind is required. Borrower will not be relieved
                  from any obligation to Administrative Agent arising out of
                  Interim Floorplan Facility made before the effective
                  termination date of the Interim Floorplan Facility.
                  Notwithstanding a termination of the Interim Floorplan
                  Facility, Administrative Agent and Lenders will retain all of
                  their rights, interests and remedies hereunder and in all
                  Collateral until Borrower has indefeasibly paid all of the
                  Loan Obligations in full in cash.

Limitations on Interim Floorplan Loan Advances. The maximum amount of the
                  Interim Floorplan Loan amount on any date shall be Twenty Five
                  Million Dollars ($25,000,000). Administrative Agent shall not
                  be obligated to make any particular Interim Floorplan Loan
                  Advance, the making of any particular Interim Floorplan Loan
                  Advance at any particular time being absolutely discretionary.
                  Administrative Agent will not without the prior consent of
                  each Lender (which may be written or oral), knowingly make any
                  Interim Floorplan Loan Advance which would cause the aggregate
                  amount of the Interim Floorplan Loan plus the Aggregate
                  Floorplan Loan plus all unfunded Approvals to exceed the
                  Aggregate Floorplan Loan Facility as of such date immediately
                  prior to the making of any such Interim Floorplan Loan Advance
                  or make any Interim Floorplan Loan Advance which would cause
                  the Lenders' Exposure to exceed the Total Aggregate Facility
                  Limit. Administrative Agent shall not be obligated to fund any
                  Interim Floorplan Loan Advances after the effective date of
                  termination of the Aggregate Floorplan Loan Facility or the
                  Interim Floorplan Loan Facility.

Operation of Floorplan Loan Facility and Interim Floorplan Loan Facility.
                  Subject to the terms of this Agreement, the Floorplan Loan
                  Facility and Interim Floorplan Loan Facility will be used by
                  Borrower from time to time to purchase inventory from vendors
                  approved by Administrative Agent in its sole and absolute
                  discretion ("Vendors").

                                       26
<PAGE>

Floorplan Loan Approvals. Borrower and each Lender acknowledges and agrees that:
                  (i) Administrative Agent may issue Approvals on a date that is
                  prior to the date of the funding of any Floorplan Loan Advance
                  or Interim Floorplan Loan Advance that are based on such
                  Approvals; (ii) once an Approval has been issued, then
                  Administrative Agent may, and may require the Lenders, to fund
                  the related Advance at any time, notwithstanding (a) any
                  Default or Event of Default that may arise on or prior to the
                  date of any such Advance, (b) whether the Loan Obligations
                  have been accelerated, (c) whether the Facilities have been
                  terminated, or (d) whether any such Advance shall occur after
                  the effective date of termination of the Aggregate Floorplan
                  Loan Facility for an Approval issued on or prior to such date;
                  and (iii) each Lender shall be obligated to fund its pro-rata
                  share of any such Advance once an Approval has been issued for
                  such Advance and after receipt of an invoice by Administrative
                  Agent from the applicable Vendor regardless of whether such
                  Advance has been funded by Administrative Agent. A request
                  from a Vendor to Administrative Agent to Borrower's purchase
                  of Inventory will be deemed to be a request from Borrower for
                  a Floorplan Loan Advance or an Interim Floorplan Loan Advance,
                  as the case may be.

Inventory not Available for Floorplan Loans and Interim Floorplan Loans. Only
                  Vendors (approved by Administrative Agent) will be eligible to
                  receive proceeds of Aggregate Floorplan Loan Facility and the
                  Interim Floorplan Loan Facility. Administrative Agent or the
                  Required Lenders may, at any time and without notice to
                  Borrower, elect not to finance any inventory sold by
                  particular Vendors, including any Vendors who are in default
                  of their obligations to GECDF, or with respect to which GECDF
                  or Administrative Agent deems itself insecure. Without
                  limiting the generality of the foregoing, any items produced
                  by International Business Machine Corporation and any
                  Inventory in which a Vendor claims a Security Interest in
                  Inventory and proceeds will not be available for financing
                  under the Aggregate Floorplan Loan Facility or the Interim
                  Floorplan Loan Facility without the prior written approval of
                  Administrative Agent. Except with respect to Approvals issued
                  by Administrative Agent on or before the effective date of the
                  termination of the Aggregate Floorplan Loan Facility, Lenders
                  shall not be obligated to fund any Floorplan Loan Advances
                  after such date.

Termination of Floorplan Loan Facility and Interim Floorplan Loan Facility. The
                  Aggregate Floorplan Loan Facility and the Interim Floorplan
                  Loan Facility are discretionary facilities. Administrative
                  Agent may terminate the Aggregate Floorplan Loan Facility at
                  any time in its absolute discretion. A termination of the
                  Aggregate Floorplan Loan Facility shall automatically
                  terminate the Interim Floorplan Facility on the date of any
                  notice of such termination of the Aggregate Floorplan Loan
                  Facility. The Aggregate Floorplan Loan Facility may be
                  terminated at any time by Administrative Agent or by the
                  Required Lenders prior to the Termination Date with respect to
                  any future Floorplan Loans or Interim Floorplan Loans which
                  have not been funded (whether or not an Approval has been
                  issued, but subject to any Vendor Agreements regarding
                  unfunded Approvals) upon written notice to Borrower from
                  Administrative Agent. If, however, Administrative Agent or the
                  Required Lenders terminate(s) the Aggregate Floorplan Loan
                  Facility when no Event of Default has occurred and is
                  continuing, Administrative Agent shall give Borrower 60 days
                  prior written notice of such termination (which notice is
                  acknowledged by Borrower to be sufficient and reasonable) and
                  Lenders shall continue to fund Advances for Approvals issued
                  on or before the expiration of such 60 day period and
                  repayment shall be in accordance with the applicable Statement
                  of Transaction and billing statement. Borrower will not be

                                       27
<PAGE>

                  relieved from any obligation to Administrative Agent or the
                  Lenders arising out of Floorplan Loans or Interim Floorplan
                  Loans made before the effective termination date of the
                  Aggregate Floorplan Loan Facility or the Interim Floorplan
                  Loan Facility or made after the effective termination date of
                  the Aggregate Floorplan Loan Facility or Interim Floorplan
                  Loan Facility in connection with Approvals issued on or before
                  such effective termination date. Notwithstanding a termination
                  of the Aggregate Floorplan Loan Facility and the Interim
                  Floorplan Loan Facility, Administrative Agent and Lenders will
                  retain all of their rights, interests and remedies hereunder
                  and in all Collateral until Borrower has indefeasibly paid all
                  of the Loan Obligations in full in cash, all Letters of Credit
                  have expired and the Letter of Credit Exposure is irrevocably
                  reduced to zero. Any notice by the Required Lenders to
                  terminate the Aggregate Floorplan Loan Facility or the Interim
                  Floorplan Loan Facility shall be given in writing to
                  Administrative Agent who shall then promptly send such notice
                  to Borrower.

Repurchase Agreements. Administrative Agent or GECDF have entered into
                  agreements with Vendors which will be receiving proceeds of
                  the Aggregate Floorplan Loan Facility and the Interim
                  Floorplan Loan Facility (each being a "Vendor Agreement" and
                  collectively, the "Vendor Agreements"). Neither Administrative
                  Agent, GECDF nor any Lender makes any representation or
                  warranty regarding the Vendor Agreements, including regarding
                  the enforceability thereof, whether any particular item of
                  Inventory purchased by Borrower is subject to repurchase
                  rights, or any repurchase rights that may be set forth
                  therein. Each Lender and Borrower acknowledges and agrees that
                  Administrative Agent or GECDF may take or refrain from taking
                  any actions under or in connection with the Vendor Agreements
                  in Administrative Agent's or GECDF's, as the case may be,
                  commercially reasonable judgment. No Vendor is a third party
                  beneficiary of this Agreement or the other Loan Documents.

Swingline Facility.

Swingline Advances. This Section shall be applicable if there are two or more
                  Lenders. In such case, to reduce the frequency of fundings of
                  Revolving Loan Advances by Lenders, but subject to the
                  limitations in Section 0 and elsewhere herein, Administrative
                  Agent may (provided an Advance Request in the form of Exhibit
                  0 is received by Administrative Agent) in its absolute
                  discretion make Swingline Advances to Borrower from time to
                  time from the Effective Date to the effective date of
                  termination of the Swingline Facility or the Aggregate
                  Revolving Loan Facility. From and after the date on which
                  Administrative Agent has actual knowledge of an Event of
                  Default under Section 0 or 0, no further Swingline Advances
                  shall be made unless the Required Lenders approve in writing
                  any further Swingline Advances or unless such Event of Default
                  is waived in writing by the Required Lenders. Subject to the
                  limitations in Section 0 and elsewhere herein, payments and
                  prepayments that are applied to reduce the Swingline Loan may
                  be reborrowed through Swingline Advances.

Termination of Swingline Facility. The Swingline Facility is not a commitment to
                  lend money and is a discretionary facility; Administrative
                  Agent may terminate the Swingline Facility at any time in its
                  absolute discretion. If Administrative Agent terminates the
                  Swingline Facility, Borrower agrees that no prior notice of
                  any kind is required to be provided to Borrower. Borrower will
                  not be relieved from any obligation to Administrative Agent
                  arising out of Swingline Facility made before the effective
                  termination date of the Swingline Facility. Notwithstanding a

                                       28
<PAGE>

                  termination of the Swingline Facility, Administrative Agent
                  and Lenders will retain all of their rights, interests and
                  remedies hereunder and in all Collateral until Borrower has
                  indefeasibly paid all of the Loan Obligations in full in cash.

Limitations on Swingline Advances. Administrative Agent shall not be obligated
                  to make any particular Swingline Advance, the making of any
                  particular Swingline Advance at any particular time being
                  absolutely discretionary. In any event, no Swingline Advance
                  will be made on or after the date the Aggregate Revolving Loan
                  Facility is terminated, and no Swingline Advance will be made
                  which would result in either: (i) the Swingline Loan exceeding
                  the Maximum Swingline Amount; or (ii) the Lenders' Exposure
                  exceeding the Total Aggregate Facility Limit. Administrative
                  Agent may, however, in its absolute discretion make such
                  Swingline Advances, but shall not be deemed by doing so to
                  have increased the Maximum Swingline Amount and shall not be
                  obligated to make any such Swingline Advance thereafter.
                  Administrative Agent, will not, without the prior consent of
                  each Lender (which may be written or oral) knowingly make any
                  Swingline Advance which would cause either (i) the aggregate
                  amount of the Aggregate Revolving Loan to exceed the Maximum
                  Available Amount as of such date immediately prior to the
                  making of any such Swingline Advance or (ii) the Lenders'
                  Exposure to exceed the Total Aggregate Facility Limit. The
                  Maximum Swingline Amount on any date for any Swingline Advance
                  shall be a Dollar amount equal to the lesser of (i)
                  $25,000,000 or (ii) an amount equal to the Maximum Available
                  Amount as of such date minus the Aggregate Revolving Loan
                  immediately prior to the making of such Swingline Advance;
                  provided, however, at no time shall any Advance be deemed to
                  be a Swingline Advance, and such Advance shall be deemed to be
                  a Revolving Advance, if the sum of the Swingline Loan and the
                  amount of the Revolving Loans made by the Lender which is
                  Administrative Agent exceeds such Lender's Revolving Loan
                  Facility as set forth on Exhibit 0. The Swingline Facility is
                  not a commitment to lend or advance funds but is a
                  discretionary facility.

Swingline Note. The obligation of Borrower to repay the Swingline Loan shall be
                  evidenced by a promissory note payable to the order of
                  Administrative Agent in a maximum principal amount of
                  $25,000,000 and otherwise satisfactory to Administrative
                  Agent.

Letter of Credit Facility.

As may be requested from time to time by Borrower hereunder and subject to the
                  terms and conditions hereof, Administrative Agent, shall
                  either cause to be issued or the Letter of Credit Issuer will
                  issue standby letters of credit and commercial (documentary)
                  letters of credit for the account of Borrower from time to
                  time from the Effective Date to the date notice of termination
                  of the Aggregate Revolving Loan Facility is effective or
                  termination of the Letter of Credit Facility is effective, but
                  only if the Letter of Credit Exposure will not as a result of
                  such issuance exceed the lesser of (i) Five Million Dollars
                  ($5,000,000) and (ii) an amount equal to the difference
                  between (a) the lesser of the Aggregate Revolving Loan
                  Facility and the Borrowing Base, and (b) the sum of (I) the
                  Aggregate Revolving Loan, (II) the Swingline Loan, (III) the
                  Floorplan Shortfall, and (IV) the amount of the Other Creditor
                  Indebtedness (unless an Intercreditor Agreement has been
                  executed between Administrative Agent and the holder of such
                  Other Intercreditor Indebtedness). The Existing Letters of
                  Credit are deemed to be Letters of Credit and deemed to be
                  issued under the Letter of Credit Facility.

                                       29
<PAGE>

Immediately upon the issuance of a Letter of Credit in accordance with the terms
                  and conditions hereof, Administrative Agent or Letter of
                  Credit Issuer, as the case may be, shall be deemed to have
                  sold and transferred to each other Lender, and such other
                  Lender shall be deemed to have purchased and received from
                  Administrative Agent or Letter of Credit Issuer, as the case
                  may be, a pro rata undivided interest and participation in
                  such Letter of Credit, the reimbursement obligation of
                  Borrower with respect thereto, and any guaranty thereof or
                  collateral therefor. Each Lender's (including the Letter of
                  Credit Issuer's) pro-rata undivided interest shall be the same
                  as its pro-rata share of the Aggregate Revolving Loan
                  Facility.

Subject to the terms and conditions below, the expiration date of any Letter of
                  Credit will not be later than the earlier of (i) the first
                  anniversary of the date of issuance, and (ii) a Business Day
                  that is not later than the date which is 25 days prior to the
                  earliest to occur of the Termination Date, the date of
                  termination of the Aggregate Revolving Loan Facility or the
                  date of termination of the Letter of Credit Facility if any
                  such notice of termination has been previously given;
                  provided, however, that the expiration date for a Letter of
                  Credit may be later than such date if Letter of Credit Issuer
                  (if applicable) and Administrative Agent each consent to such
                  issuance and Borrower provides to Administrative Agent or the
                  Letter of Credit Issuer at the time of issuance cash
                  collateral satisfactory to Letter of Credit Issuer and
                  Administrative Agent as security for Borrower's obligation to
                  reimburse Administrative Agent or the Letter of Credit Issuer,
                  as the case may be, for 105% of all draws and expenses
                  thereunder ("Cash Collateral"). The Cash Collateral is a part
                  of the Collateral. Borrower also agrees that if a Letter of
                  Credit has been issued and the Aggregate Revolving Loan
                  Facility is subsequently terminated or the Letter of Credit
                  Facility is subsequently terminated or a Termination Date will
                  occur so that the expiry of such Letter of Credit(s) is beyond
                  the effective date of the termination of the Aggregate
                  Revolving Loan Facility or beyond the effective date of
                  termination of the Letter of Credit Facility or beyond the
                  Termination Date, whichever is earliest, then Borrower shall,
                  on or before five Business Days prior to the effective date of
                  such termination or the Termination Date, whichever is
                  earlier, provide Administrative Agent or Letter of Credit
                  Issuer, as the case may be, with Cash Collateral.
                  Administrative Agent and the Lenders shall be entitled to make
                  one or more Revolving Loans to provide Cash Collateral if
                  Borrower does not timely provide Cash Collateral and all such
                  Revolving Loans shall be a part of the Loan Obligations
                  secured by the Collateral. Administrative Agent or the Letter
                  of Credit Issuer, as the case may be, shall hold Cash
                  Collateral for the benefit of the Lenders and Administrative
                  Agent as security for the Letters of Credit and the other Loan
                  Obligations in an account in its respective name at the Letter
                  of Credit Issuer or such other financial institution as
                  Administrative Agent may select in its reasonable discretion.

Total Aggregate Facility Limit. Notwithstanding the Facilities herein, Borrower,
         Administrative Agent and each Lender acknowledge and agree that at no
         time shall the Aggregate Revolving Loan Facility, the Swingline Loan
         Facility, the Aggregate Floorplan Loan Facility, the Interim Floorplan
         Loan Facility, all unfunded Approvals, and the Letter of Credit
         Exposure exceed $125,000,000 in the aggregate ("Total Aggregate
         Facility Limit").

Termination.

At any time an Event of Default has occurred and is continuing, Administrative
                  Agent or the Required Lenders may terminate some or all of the
                  Facilities, accelerate the Loan Obligations or take such other
                  actions as they may have hereunder (including Section 16.3),

                                       30
<PAGE>

                  the other Loan Documents or at law or at equity. In addition
                  to any other rights and remedies that the Lenders and
                  Administrative Agent may have in this Agreement, including, if
                  an Event of Default has occurred and is continuing and all
                  rights and remedies set forth in Section 0, Administrative
                  Agent or the Required Lenders may, at any time, whether or not
                  an Event of Default exists, elect to terminate the Aggregate
                  Floorplan Loan Facility, the Interim Floorplan Loan Facility
                  and the Swingline Facility and demand that Borrower repay in
                  full, in cash, all of the Loan Obligations related thereto
                  within 90 days of Borrower's receipt of such demand except
                  that Floorplan Loan Advances and Interim Floorplan Loan
                  Advances made with respect to any Approval issued during such
                  90-day period shall be repaid in accordance with the
                  applicable Statement of Transaction. Any such notice by the
                  Required Lenders shall be given in writing to Administrative
                  Agent who shall then promptly send such notice to Borrower, or
                  if given by Administrative Agent, Administrative Agent shall
                  promptly notify the Lenders after notifying Borrower. If
                  Administrative Agent or the Required Lenders terminate the
                  Aggregate Floorplan Loan Facility as provided herein and no
                  Event of Default then exists, then 90 days prior notice of
                  termination shall be given and shall be deemed reasonable and
                  sufficient.

If no Event of Default exists, then Administrative Agent or the Letter of Credit
                  Issuer (with respect to the Letter of Credit Facility),
                  Administrative Agent (with respect to any Facility) or the
                  Required Lenders (with respect to the Aggregate Floorplan Loan
                  Facility) may, at any time, elect to terminate some of the
                  Interim Floorplan Loan Facility, Floorplan Loan Facility and
                  Swingline Facility on the terms set forth in Sections 0, 0, 0
                  and 0 respectively. Notwithstanding a termination,
                  Administrative Agent and Lenders will retain all of their
                  rights, interests and remedies hereunder and in all Collateral
                  until Borrower has indefeasibly paid all of the Loan
                  Obligations in full in cash, all Letters of Credit have
                  expired and the Letter of Credit Exposure is irreversibly
                  zero. Nothing contained in this Section 0 limits or otherwise
                  modifies the termination provisions set forth in Section 0.

If Borrower advises Administrative Agent of a Material Proceeding as required by
                  Section 0, and if within forty-five (45) days of the filing or
                  instigation of such Material Proceeding, Borrower has neither
                  (i) obtained a dismissal of such Material Proceeding, (ii)
                  provided evidence reasonably satisfactory to the Required
                  Lenders that the allegations in such Material Proceeding are
                  fully insured (except for customary deductibles), (iii)
                  provided evidence reasonably satisfactory to the Required
                  Lenders that Borrower has obtained a bond sufficient to cover
                  Borrower's and all other Covered Person's liability in such
                  Material Proceeding, nor (iv) obtained an agreement from the
                  Required Lenders that such Material Proceeding is not in fact
                  a Material Proceeding for the purposes of this Section 0, then
                  on or before the ninetieth (90th) day following the filing or
                  instigation of such Material Proceeding, Borrower shall fully
                  and indefeasibly repay in cash the Loan Obligations including
                  all unfunded Approvals.

Borrower may at any time to terminate all of the Facilities by giving written
                  notice to Administrative Agent (which shall then promptly send
                  a copy of such notice to each Lender) if and only if Borrower
                  repays in full and in cash all of the Loan Obligations within
                  90 days of Administrative Agent's receipt of such notice,
                  including cash collateral for all Floorplan Loan Advances and
                  Interim Floorplan Loan Advances that may be made with respect
                  to any Approval issued during such 90 day period.
                  Notwithstanding a termination, Administrative Agent and
                  Lenders will retain all of their rights, interests and

                                       31
<PAGE>

                  remedies hereunder and in all Collateral until Borrower has
                  indefeasibly paid all of the Loan Obligations in full in cash,
                  all Letters of Credit have expired and the Letter of Credit
                  Exposure is irreversibly zero.


Interest; Yield Protection.
---------------------------
Interest on the Swingline Loan. The Swingline Loan shall be a LIBOR Loan, unless
         the LIBOR Rate is not available as provided in this Agreement, then it
         shall be a Base Rate Loan.

Interest on Draws on Letters of Credit. The unreimbursed amount of each draw on
         a Letter of Credit shall bear interest at the rate per annum equal to
         the LIBOR Rate.

Interest on the Floorplan Loan and Interim Floorplan Loan --Administrative Agent
and GECDF as a Lender Only.

Notwithstanding the terms of this Agreement, the term "Prime Rate" with respect
                  to any Statement of Transaction, to the extent such term is
                  defined in any such Statement of Transaction, shall have the
                  meaning set forth in any such Statement of Transaction. If
                  "Prime Rate" is not defined in any Statement of Transaction,
                  the term "Prime Rate" in such Statement of Transaction shall
                  have the meaning defined in this Agreement. Indebtedness under
                  each Statement of Transaction shall bear interest at the rate
                  specified therein for the period from the end of the
                  no-interest period stated therein until the thirtieth day
                  thereafter and thereafter at the Maturity/default rate
                  specified therein. Upon the occurrence and during the
                  continuance of an Event of Default, Indebtedness under each
                  Statement of Transaction shall bear interest at the default or
                  post-Maturity/default rate described therein. If no default or
                  post-Maturity rate is specified in any Statement of
                  Transaction, then after the occurrence and during the
                  continuance of an Event of Default, the Indebtedness under
                  such Statement of Transaction shall bear interest, as provided
                  in Section 0 at the rate which would otherwise apply under
                  such Statement of Transaction plus 2.0% per annum.

Borrower, Administrative Agent and each Lender agrees that certain financial
                  terms of any Floorplan Loan Advance or Interim Floorplan Loan
                  Advance made under this Agreement, whether regarding finance
                  charges, other fees, maturities, curtailments or other
                  financial terms, are not set forth herein because such terms
                  depend, in part, upon the availability of Vendor discounts,
                  payment terms or other incentives, prevailing economic
                  conditions, Administrative Agent or GECDF floor planning
                  volume with Borrower and with Vendors, and other economic
                  factors which may vary over time. Borrower, Administrative
                  Agent and each Lender further agree that it is therefore in
                  their mutual best interest to set forth in this Agreement only
                  the general terms of the Floorplan Loan Facility and the
                  Interim Floorplan Loan Facility. Upon agreeing to finance a
                  particular item of Inventory for Borrower, Administrative
                  Agent will send Borrower a statement of transaction
                  identifying such Inventory and the applicable financial terms
                  (each being a "Statement of Transaction"). Administrative
                  Agent may, without the consent of the Lenders or the Required
                  Lenders, change any aspect or portion of any Statement of
                  Transaction. Absent manifest error and unless Borrower
                  notifies Administrative Agent in writing of any objection
                  within fifteen (15) days after a Statement of Transaction is
                  mailed or sent electronically to Borrower: (i) the amount
                  shown on such Statement of Transaction will be an account
                  stated; (ii) Borrower will have agreed to all rates, charges
                  and other terms shown on such Statement of Transaction; (iii)
                  Borrower will have agreed that Administrative Agent is
                  financing the items of Inventory referenced in such Statement

                                       32
<PAGE>

                  of Transaction at Borrower's request; and (iv) such Statement
                  of Transaction will be incorporated herein by reference, will
                  be made a part hereof as if originally set forth herein, and
                  will constitute an addendum hereto. If Borrower objects to the
                  terms of any Statement of Transaction, Borrower agrees to pay
                  Administrative Agent for such Inventory in accordance with the
                  most recent terms for similar Inventory to which Borrower has
                  not objected (or, if there are no prior terms, at the lesser
                  of the Base Rate plus two percent (2.0%) per annum or at the
                  maximum lawful contract rate of interest permitted under
                  applicable law).

Borrower will pay the interest, fees, and finance charges to Administrative
                  Agent (on the Interim Floorplan Loan) for its own account and
                  to GECDF (on the Aggregate Floorplan Loan) for its own account
                  on the outstanding principal amount of the Interim Floorplan
                  Loans and the Aggregate Floorplan Loans, respectively, at the
                  rate(s) and in the amount(s) shown on the applicable Statement
                  of Transaction, unless Borrower objects thereto as provided in
                  Section 0. All such amounts (whether interest, fees or late
                  charges, but excluding principal) due and owing as set forth
                  in the Statements of Transaction shall be retained by
                  Administrative Agent for its own account (on the Interim
                  Floorplan Loans) and by GECDF for its own account (on the
                  Aggregate Floorplan Loans). Interest on the Aggregate
                  Floorplan Loans will be paid by Administrative Agent to the
                  Lenders (other than GECDF) from the proceeds Administrative
                  Agent receives from Borrower and the Vendors, as provided in
                  Section 0. All discounts and subsidies from a Vendor in
                  respect of a Floorplan Loan shall be for the sole account of
                  Administrative Agent and GECDF. Principal received by
                  Administrative Agent from Borrower on the Aggregate Floorplan
                  Loans will be paid to the Lenders as set forth in Section 0.
                  The finance charges attributable to the rate shown on the
                  Statement of Transaction will: (i) be computed based on a 360
                  day year; (ii) be calculated by multiplying the Daily Charge
                  (as defined below) by the actual number of days in the
                  applicable billing period; and (iii) accrue from the invoice
                  date of the Collateral identified on such Statement of
                  Transaction until Administrative Agent receives full payment
                  as provided in this Agreement for each item of such
                  Collateral. The "Daily Charge" is the product of the Daily
                  Rate (as defined below) multiplied by the Average Daily
                  Balance (as defined below). The "Daily Rate" is the quotient
                  of the annual rate shown on each Statement of Transaction
                  divided by 360, or the monthly rate shown on the Statement of
                  Transaction divided by 30. The "Average Daily Balance" is the
                  quotient of (i) the sum of the outstanding principal under the
                  Aggregate Floor Plan Facility plus the Interim Floorplan Loan
                  Facility on each day of a billing period for each item of
                  Collateral identified on a Statement of Transaction, divided
                  by (ii) the actual number of days in such billing period. With
                  respect to the Interim Floorplan Loans and the Floorplan
                  Loans, the annual percentage rate of the finance charges
                  relating to any item of Collateral financed thereby will be
                  calculated from the invoice date of such Collateral,
                  regardless of any period during which any finance charge
                  subsidy shall be paid or payable by any third party.

Administrative Agent will send Borrower a monthly billing statement identifying
                  all charges, including any late fees assessed, due to
                  Administrative Agent on the Interim Floorplan Loans and to
                  GECDF, as a Lender, on the Floorplan Loan Facility. The
                  charges specified on each billing statement will be due and
                  payable in full immediately on receipt.

Interest on Aggregate Loans--Other than Floorplan Loans. Each Revolving Loan
         Advance or any part of a Revolving Loan Advance shall be a LIBOR
         Advance, unless the LIBOR Rate is not available as provided in this

                                       33
<PAGE>

         Agreement, then it shall be a Base Rate Advance. Each LIBOR Advance
         when made will become a LIBOR Loan, which shall bear interest at the
         Adjusted LIBOR Rate. Subject to the provisions of this Agreement, each
         Base Rate Advance when made will become a Base Rate Loan, which shall
         bear interest at the Base Rate.

Interest on Floorplan Loans; Administrative Agent Deficiency Amount.
         Administrative Agent, Borrower and each Lender acknowledges and agrees
         that the rate of return paid on any Floorplan Loan or Interim Floorplan
         Loan is dependent on numerous factors, including discounts and
         subsidies offered by the Vendors. Accordingly, Administrative Agent,
         Borrower and each Lender agrees that due to the difficulty in
         determining the actual rate of return on any particular Floorplan Loan
         for Interim Floorplan Loan or with respect to any particular invoice
         underlying any such Loan the Lenders (other than GECDF) will be paid
         the interest rate specified in this Agreement. With respect to each
         Lender (other than GECDF), interest on each Floorplan Loan Advance for
         such Lender shall be paid to such Lender by Administrative Agent based
         on the interest rates set forth in Sections 0, 0, and 0, and, if
         applicable, 0, and as provided in Section 0 from the date of funding by
         such Lender to Administrative Agent of its pro-rata share of such
         Floorplan Loan Advance to the date of repayment; provided, however, if
         a Floorplan Payment Default occurs, then until such Event of Default
         has been cured to the reasonable satisfaction of the Required Lenders
         or waived in writing by the Required Lenders, to the extent there
         exists an Administrative Agent Deficiency Amount (defined below) which
         is greater than zero, Administrative Agent may suspend the making of
         payments of principal and interest on the Floorplan Loans to each
         Lender (other than GECDF) or reduce the amount of such payments on the
         Floorplan Loans to each Lender (other than GECDF) on a pro-rata basis
         (based on the principal amount of Floorplan Loans outstanding) and
         setoff such amounts against Administrative Agent Deficiency Amount
         until Administrative Agent Deficiency Amount is reduced to zero, or to
         the extent necessary to prevent Administrative Agent Deficiency Amount
         from becoming greater than zero. The "Administrative Agent Deficiency
         Amount" at any time is a Dollar amount equal to (i) the cumulative
         amount of interest distributed by Administrative Agent to the Lenders
         (other than GECDF) solely with respect to each specific Statement of
         Transaction for which an Event of Default exists as outlined above in
         this Section 0 under the portion of the Aggregate Floorplan Loan
         attributable to Lenders (other than GECDF) for the period commencing
         with the date interest begins accruing under the Statement of
         Transaction (excluding any interest distributed which is attributable
         to the period of time during the free floor plan period) and to the
         extent such interest has not been paid by Borrower under each such
         specific Statement of Transaction relating to such Event of Default
         through the date of calculation (provided, however, that in no event
         shall any interest paid to the Lenders (other than GECDF) relating to
         any specific Statement of Transaction during any period for which no
         Event of Default exists or existed be included in the calculation under
         this clause (i)), minus (ii) the cumulative amount of interest
         collected from Borrower by Administrative Agent solely with respect to
         each specific Statement of Transaction for which an Event of Default
         exists as outlined above in this Section 0 under the portion of the
         Aggregate Floorplan Loan attributable to Lenders (other than GECDF) for
         the period commencing with the date interest begins accruing under the
         Statement of Transaction (excluding any interest distributed which is
         attributable to the period of time during the free floor plan period).
         Each Floorplan Loan Advance or any part of a Floorplan Loan Advance
         owing to a Lender (other than GECDF) shall be considered a LIBOR
         Advance for interest rate calculation purposes under this Section,
         unless the LIBOR Rate is not available as provided in this Agreement,
         then it shall be a Base Rate Advance for interest rate calculation
         purposes.

Adjusted LIBOR Rate. The "Adjusted LIBOR Rate" for any LIBOR Loan is the LIBOR
         Rate plus the applicable LIBOR Increment determined from time to time
         as provided in Section 0. The LIBOR Rate for each LIBOR Loan shall be

                                       34
<PAGE>

         determined by Administrative Agent pursuant to this Agreement. For each
         LIBOR Loan, the Adjusted LIBOR Rate shall fluctuate as provided for
         herein. The "LIBOR Rate" shall be the interest rate per annum equal to
         the quotient (rounded to the nearest 0.001%) of

                  (i)   For each calendar week commencing on Tuesday of such
                  week, the rate per annum, as determined by Administrative
                  Agent, as adjusted from time to time in Administrative Agent's
                  reasonable discretion for then applicable reserve
                  requirements, deposit insurance assessment rates and other
                  regulatory costs, as reported by The Wall Street Journal and
                  identified as the "London Interbank Offered Rate" for an
                  interest period of 30 days, on (a) each Monday immediately
                  preceding, or (b) if any such Monday is not a Business Day,
                  then on the Business Day immediately preceding such Monday. If
                  for any reason such rate is not available, the term "LIBOR
                  Rate" shall mean, for any LIBOR Loan, the rate per annum
                  appearing on Reuters Screen LIBOR Page as the London interbank
                  offered rate for deposits in Dollars at approximately 11:00
                  a.m. (London time) for an interest period of 30 days, on (a)
                  each Monday immediately preceding, or (b) if any such Monday
                  is not a Business Day, then on the Business Day immediately
                  preceding such Monday; provided, however, if more than one
                  rate is specified on Reuters Screen LIBOR Page, the applicable
                  rate shall be the arithmetic mean of all such rates (rounded
                  upwards, if necessary, to the nearest 1/1000 of 1%),

                  divided by,

                  (ii)  one minus the maximum rate at which reserves (including
                  any marginal, special, supplemental, or emergency reserves)
                  are required to be maintained under regulations issued from
                  time to time by the FRB or any other Governmental Authority to
                  which any Lender is subject (or any successor), including, in
                  the case of LIBOR 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 any Lender with respect
                  to any category of liabilities which includes deposits by
                  reference to which the LIBOR Rate is to be determined, or any
                  category of extensions of credit or other assets which include
                  LIBOR Loans. The entire amount of a LIBOR Loan shall be deemed
                  to constitute a Eurocurrency liability and as such shall be
                  deemed to be subject to such reserve requirements without
                  benefit of credits for proration, exceptions or set-offs which
                  may be available from time to time to any Lender under
                  Regulation D. The LIBOR Rate shall be adjusted automatically
                  on and as of the effective date of any change in any such
                  reserve requirements.

         Notwithstanding anything herein to the contrary, any adjustment
         hereunder to the LIBOR Rate as a result of any reserve requirements,
         deposit insurance assessment rates or other regulatory costs shall be
         limited to respective Loans made hereunder by the affected one or more
         Lenders subject to such regulatory costs.

                                       35
<PAGE>

Base Rate. Except as set forth in Section 0, the "Base Rate" for any Base Rate
         Advance is the Prime Rate (which will fluctuate as described in Section
         0) plus the applicable Prime Increment as provided in Section 0.

Prime Increments and LIBOR Increments. The applicable Prime Increment and
         applicable LIBOR Increment shall be as set forth in the following
         table:

<TABLE>
<CAPTION>
               --------------------------------------------------------------------------------------------
<S>                                            <C>                                <C>
               LIBOR Increment                 LIBOR Increment                    Prime Increment
                (All Facilities, except         (Aggregate Floorplan Loan         (All Facilities, except
               Aggregate Floorplan Loan        Facility and Interim Floorplan     Aggregate Floorplan Loan
               Facility and Interim            Loan Facility)                     Facility and Interim
               Floorplan Loan Facility)                                           Floorplan Loan Facility)
               --------------------------------------------------------------------------------------------
               1.75% per annum                 [to be determined]                 [to be determined]
               --------------------------------------------------------------------------------------------
</TABLE>

                  For the Floorplan Loan Facility and Interim Floorplan Loan
         Facility, the Prime Increments and LIBOR Increments set forth above are
         used only for determining that interest rate payable by Administrative
         Agent to the Lenders pursuant to Section 4.4. The interest rate payable
         by Borrower on the Floorplan Loan Facility and Interim Floorplan Loan
         Facility is the interest rate described in each Statement of
         Transaction, as provided in Section 4.2.

Time of Accrual. Interest shall accrue on all principal amounts outstanding from
         the date when first outstanding to the date when no longer outstanding.
         Amounts shall be deemed outstanding until payments are applied thereto
         as provided herein.

Conversion or Continuation of Loans. Except as described in Sections 0, 0 and 0,
         Base Rate Loans are not available to Borrower. Borrower may not at any
         time convert some or all of a Base Rate Loan to a LIBOR Loan, or a
         LIBOR Loan to a Base Rate Loan, except in situations described in
         Sections 0, 0 and 0 in which cases such conversion shall be mandatory.

Computation. Interest shall be computed for the actual days elapsed over a year
         deemed to consist of 360 days for all LIBOR Loans and all Base Rate
         Loans. The Base Rate and the LIBOR Rate will be determined by
         Administrative Agent before the initial Advance on the Effective Date
         and on each Business Day thereafter when the LIBOR Rate changes or the
         Base Rate changes, as the case may be. Interest rates that are based on
         the LIBOR Rate and the Base Rate shall change simultaneously with any
         change in the LIBOR Rate or Base Rate, as the case may be, and shall be
         effective for the entire day on which such change becomes effective.

Rate After Maturity and Rate After An Event of Default.

                  Borrower shall pay interest on the Aggregate Revolving Loans
                  after their Maturity, and if Administrative Agent or the
                  Required Lenders so determine in their absolute discretion, on
                  the Aggregate Revolving Loans and on the other Loan
                  Obligations (other than the Aggregate Floorplan Loans), (i)
                  after the occurrence and during the continuance of an Event of

                                       36
<PAGE>

                  Default referenced in Section 0 and (ii) after the 30th day
                  following Borrower's receipt of a notice from Administrative
                  Agent with respect to any other Event of Default, at a rate
                  per annum of 2.0% plus the then applicable rate(s) on each
                  Loan (the "Default Rate").

Borrower shall pay interest on the Aggregate Floorplan Loans and Interim
                  Floorplan Loans (i) after a Floorplan Payment Default, and
                  (ii) if Administrative Agent so determines in its absolute
                  discretion, after the occurrence and during the continuance of
                  any other Event of Default, in each case, at a rate per annum
                  as so determined by Administrative Agent as provided in each
                  Statement of Transaction and, with each Lender (other than
                  GECDF) receiving, if a higher rate is imposed by
                  Administrative Agent than otherwise payable by Borrower and
                  which is paid by Borrower, 2.0% plus the then applicable
                  rate(s) on each Floorplan Loan of such Lender (the "Floorplan
                  Default Rate").

Accrual of the Default Rate shall commence (i) after the occurrence and during
                  the continuation of an Event of Default referenced in Section
                  0 and (ii) after the 30th day following Borrower's receipt of
                  notice from Administrative Agent with respect to any other
                  Event of Default; provided, however, nothing contained in this
                  Section 0 shall require Administrative Agent or any Lender to
                  give any notice of an Event of Default to Borrower or
                  otherwise modify the terms of Section 0. Accrual of the
                  Floorplan Default Rate shall commence immediately upon an
                  Event of Default.

Taxes.

Any and all payments by Borrower to or for the account of any Lender or
                  Administrative 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, excluding, in the
                  case of each Lender and Administrative Agent, Taxes imposed on
                  its income, and franchise Taxes imposed on it, by the
                  jurisdiction (or any political subdivision thereof) under the
                  laws of which such Lender (or its Applicable Lending Office)
                  or Administrative Agent (as the case may be) is organized or
                  any political subdivision thereof. If 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 Administrative 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) such Lender or Administrative
                  Agent receives an amount equal to the sum it would have
                  received had no such deductions been made, (ii) Borrower shall
                  make such deductions, (iii) Borrower shall pay the full amount
                  deducted to the relevant taxation authority or other authority
                  in accordance with applicable Law, and (iv) Borrower shall
                  furnish to Administrative Agent, at its address referred to
                  herein, the original or a certified copy of a receipt
                  evidencing payment thereof.

In addition, 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 "Impositions"), except income and franchise Taxes imposed
                  by any jurisdiction referred to in Section 0.

Borrower agrees to indemnify each Lender and Administrative Agent for the full
                  amount of Taxes and Impositions (including, any Taxes or
                  Impositions imposed or asserted by any jurisdiction on amounts

                                       37
<PAGE>

                  payable under this Section) that are required to be paid by
                  Borrower hereunder but are paid by such Lender or
                  Administrative Agent (as the case may be) and any liability
                  (including penalties, interest and expenses) arising therefrom
                  or with respect thereto; provided, however, that neither
                  Administrative Agent nor any Lender shall have any obligation
                  to pay any such Taxes, Impositions or other liability.

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 Borrower or
                  Administrative Agent (but only so long as such Lender remains
                  lawfully able to do so), shall provide Borrower and
                  Administrative Agent with (i) IRS Form 1001 or 4224, as
                  appropriate, or any successor form prescribed by the IRS,
                  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) IRS Form W-8 or W-9, as
                  appropriate, or any successor form prescribed by the IRS, and
                  (iii) any other form or certificate required by any
                  Governmental Authority (including any certificate required by
                  Code Sections 871(h) and 881(c)), certifying that such Lender
                  is entitled to an exemption from or a reduced rate of Tax on
                  payments pursuant to this Agreement or any of the other Loan
                  Documents.

For any period with respect to which a Lender has failed to provide Borrower and
                  Administrative Agent with the appropriate form pursuant to
                  Section 0 (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 this Section 0
                  with respect to Taxes imposed by or within the United States;
                  provided, however, that should a Lender, which is otherwise
                  exempt from or subject to a reduced rate of withholding Tax,
                  become subject to Taxes because of its failure to deliver a
                  form required hereunder, Borrower shall take such action as
                  such Lender shall reasonably request to assist such Lender to
                  recover such Taxes.

If Borrower is required to pay additional amounts to or for the account of any
                  Lender or Administrative Agent pursuant to this Section, then
                  such Lender or Administrative Agent 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 reasonable judgment of such Lender or
                  Administrative Agent, as the case may be, is not otherwise
                  disadvantageous to such Lender or Administrative Agent, as the
                  case may be. Each Lender agrees, with respect to the
                  provisions of this Section 0, to treat Borrower in a manner
                  substantially similar to that of its other similarly situated
                  customers.

Within thirty (30) days after the date of any payment of Taxes described in this
                  Section 0, Borrower shall furnish to Administrative Agent the
                  original or a certified copy of a receipt evidencing such
                  payment.

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<PAGE>

Without prejudice to the survival of any other agreement of Borrower hereunder,
                  the agreements and obligations of Borrower contained in this
                  Section shall survive the termination of the Facilities and
                  the indefeasible payment in full of the Loan Obligations.

Compensation for Increased Costs and Reduced Returns; Capital Adequacy.

If, after the date hereof, the adoption of any applicable Law or any change in
                  any applicable Law or any change in the interpretation or
                  administration thereof by any Governmental Authority 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:

shall subject such Lender (or its Applicable Lending Office) to any Tax with
                  respect to any LIBOR Loans or its obligation to make LIBOR
                  Loans, or change the basis of taxation of any amounts payable
                  to such Lender (or its Applicable Lending Office) under this
                  Agreement in respect of any LIBOR Loans (other than Taxes
                  imposed on the net income of such Lender by the jurisdiction
                  in which such Lender has its principal office or such
                  Applicable Lending Office);

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 LIBOR 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
                  Commitment of such Lender hereunder; or

shall impose on such Lender (or its Applicable Lending Office) or on the United
                  States market for certificates of deposit, treasury bills or
                  the London interbank market any other condition affecting this
                  Agreement, its Commitments 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 Loan or to reduce any sum received or receivable by such Lender
(or its Applicable Lending Office) under this Agreement or its Notes with
respect to any Loan, then Borrower shall pay to such Lender on demand such
amount or amounts as will reasonably compensate such Lender for such increased
cost or reduction. If any Lender requests compensation by Borrower under this
Section Borrower may, by notice to such Lender (with a copy to Administrative
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 0 shall be applicable); provided that such suspension shall not affect
the right of such Lender to receive the compensation so requested.

If, after the date hereof, any Lender shall have reasonably determined that the
                  adoption of any applicable Law 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

                                       39
<PAGE>

                  policies with respect to capital adequacy), then from time to
                  time upon demand Borrower shall pay to such Lender such
                  additional amount or amounts as will reasonably compensate
                  such Lender for such reduction.

Each Lender shall promptly notify Borrower and Administrative 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 furnish to Borrower and Administrative
                  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. Each Lender agrees, with respect to the provisions of
                  this Section, to treat Borrower in a manner substantially
                  similar to that of its other similarly situated customers.

Limitation on Types of Loans. If on or prior to the making of any LIBOR Loan
                  Administrative Agent reasonably determines that by reason of
                  circumstances affecting the relevant market, adequate and
                  reasonable means do not exist for ascertaining the LIBOR Rate,
                  Administrative Agent shall give Borrower prompt notice
                  thereof, and so long as such condition remains in effect, the
                  Lenders shall be under no obligation to make additional LIBOR
                  Loans, or continue LIBOR Loans and all LIBOR Loans shall
                  immediately convert to Base Rate Loans in accordance with the
                  terms and conditions of this Agreement.

Illegality. Notwithstanding any other provision of this Agreement, if it becomes
         unlawful for any Lender or its Applicable Lending Office to make,
         maintain, or fund LIBOR Loans hereunder, then such Lender shall
         promptly notify Borrower thereof and such Lender's obligation to make
         or continue LIBOR Loans or convert Base Rate Loans into LIBOR Loans
         shall be suspended until such time as such Lender may again make,
         maintain, and fund LIBOR Loans (in which case the provisions of Section
         0 shall be applicable).

Treatment of Affected Loans. If the obligation of any Lender to make a LIBOR
         Loan or to convert any Base Rate Loan into an LIBOR Loan shall be
         suspended pursuant to Sections 0 or 0 (such Loans being herein called
         "Affected Loans"), such Lender's Affected Loans shall be automatically
         and immediately be converted into Base Rate Loans and, unless and until
         such Lender gives notice as provided below that the circumstances
         specified in Sections 0 or 0 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 continue to
         be made and applied as provided for herein; and

                  (b)      all Loans that would otherwise be made or continued
         by such Lender as LIBOR Loans shall be made or continued instead as
         Base Rate Loans, and all Loans of such Lender that would otherwise be
         converted into LIBOR Loans shall be converted instead into (or shall
         remain as) Base Rate Loans.

If such Lender gives notice to Borrower (with a copy to Administrative Agent)
that the circumstances specified in Sections 0 or 0 that gave rise to the
conversion of such Lender's Affected Loans pursuant to this Section no longer
exist (which such Lender agrees to do promptly upon such circumstances ceasing
to exist) at a time when Loans of the type of the Affected Loans made by other

                                       40
<PAGE>

Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
converted, so that, after giving effect thereto, all Loans held by the Lenders
holding Loans of the type of the Affected Loans and by such Lender are held pro
rata in accordance with their respective Commitments.

Usury. Notwithstanding any provisions to the contrary in Section 0 or elsewhere
         in any of the Loan Documents, Borrower shall not be obligated to pay
         interest at a rate which exceeds the maximum rate permitted by Law. If,
         but for this Section 0, Borrower would be deemed obligated to pay
         interest at a rate which exceeds the maximum rate permitted by Law, or
         if any of the Loan Obligations is paid or becomes payable before its
         originally scheduled Maturity or is otherwise accelerated and as a
         result Borrower has paid or would be obligated to pay interest at such
         an excessive rate, then (i) Borrower shall not be obligated to pay
         interest to the extent it exceeds the interest that would be payable at
         the maximum rate permitted by Law; (ii) if the outstanding Loan
         Obligations have not been accelerated as provided in Section 0, any
         such excess interest that has been paid by Borrower shall be refunded;
         (iii) if the outstanding Loan Obligations have been accelerated as
         provided in Section 0, any such excess that has been paid by Borrower
         shall be applied to the Loan Obligations as provided in Section 0; and
         (iv) the effective rate of interest shall be deemed automatically
         reduced to the maximum rate permitted by Law.


Fees.
-----
Letter of Credit Fees. Borrower shall pay to Administrative Agent for the
         account of each Lender with a Revolving Loan Facility (pro rata based
         on each Lender's Revolving Loan Facility), a non-refundable recurring
         Letter of Credit Fee for each Letter of Credit issued or caused to be
         issued hereunder. The Letter of Credit Fee for any Letter of Credit
         shall be an amount equal to the aggregate undrawn amount of such Letter
         of Credit multiplied by 1.25% (per annum). The Letter of Credit Fee for
         each Letter of Credit shall be payable in advance on the date of
         issuance for the remaining portion of the quarter when issued and
         quarterly thereafter in advance on the first day of each full calendar
         quarter thereafter while such Letter of Credit is outstanding.

Other Letter of Credit Fees. Borrower shall pay to Administrative Agent or the
         Letter of Credit Issuer, as the case may be, such Letter of Credit
         Issuer's other customary fees for issuance, amendment, or renewal of a
         Letter of Credit and, as Letter of Credit Issuer and Borrower may agree
         with respect to each Letter of Credit, for each negotiation of a draft
         drawn under such Letter of Credit.

Calculation of Fees. All of the foregoing fees shall be calculated by
         Administrative Agent and payable by Borrower. All of the foregoing fees
         and all other fees payable to Administrative Agent or any Lender that
         are based on an annual percentage shall be calculated on the basis of a
         year deemed to consist of 360 days and for the actual number of days
         elapsed. Once paid, all such fees shall be deemed to be fully earned
         and nonrefundable under any circumstances. These fees are a part of the
         Loan Obligations and are secured by all of the Collateral.
         Administrative Agent is hereby authorized to make an Advance to pay
         such fees.


Payments.
---------
Scheduled Payments on Loans; Applications to Loans.

Interest. Borrower shall pay interest accrued on each Aggregate Revolving Loan
                           and on the Swingline Loan monthly in arrears
                           beginning on the first day of the first calendar
                           month beginning after the Effective Date and
                           continuing on the first day of each calendar month
                           thereafter, and on the effective date of termination
                           of the Aggregate Revolving Loan Facility. Borrower
                           shall pay interest accrued on each Revolving Loan and

                                       41
<PAGE>

                           the Swingline Loan after the effective date of
                           termination of the Aggregate Revolving Loan Facility
                           or the Swingline Facility at the Default Rate.
                           Subject to the terms of this Agreement, interest on
                           the Revolving Loans shall be distributed by
                           Administrative Agent to the Lenders monthly in
                           arrears beginning on the first day of the first
                           calendar month beginning after the Effective Date and
                           continuing on the first day of each calendar month
                           thereafter, and on the effective date of termination
                           of the Aggregate Revolving Loan Facility.

Borrower shall pay to Administrative Agent for its own account and the account
                           of GECDF, all interest, fees and charges accrued on
                           the Aggregate Floorplan Loan and the Interim
                           Floorplan Loan in accordance with the Statements of
                           Transaction. Subject to the terms of Sections 0 and 0
                           and elsewhere in this Agreement, interest on the
                           Floorplan Loans shall be distributed by
                           Administrative Agent to the Lenders, other than
                           GECDF, monthly in arrears (with the right of set off
                           in favor of Administrative Agent and GECDF as set
                           forth in Section 0) beginning on the first day of the
                           first calendar month beginning after the Effective
                           Date and continuing on the first day of each calendar
                           month thereafter, and on the effective date of
                           termination of the Aggregate Floorplan Loan Facility,
                           and, subject to the terms of this Agreement, monthly
                           thereafter for Approvals in effect and funded but not
                           funded on the effective date of termination of the
                           Aggregate Floorplan Loan Facility.

Principal.

Borrower shall, and shall cause each other Covered Person to, direct all Account
                           Debtors to remit payments on their Accounts to one or
                           another lockboxes maintained at financial
                           institutions acceptable to Administrative Agent, each
                           under a lockbox agreement with such financial
                           institutions in form and substance satisfactory to
                           Administrative Agent (collectively, the "Lockboxes")
                           with all payments received in any such Lockboxes
                           being deposited into an account at such financial
                           institution (all such accounts that may exist from
                           time to time, are collectively referred to as the
                           "Blocked Accounts"). Each of the Blocked Accounts and
                           Lockboxes shall be blocked in favor of Administrative
                           Agent pursuant to one or more agreements in form and
                           substance satisfactory to Administrative Agent. All
                           payments received in the Lockboxes, Blocked Accounts
                           and other proceeds of Collateral and other funds
                           Borrower receives directly (other than from Floorplan
                           Loan Advances, Interim Floorplan Loan Advances,
                           Revolving Loan Advances, and Swingline Advances),
                           shall be paid to Administrative Agent, as payment on
                           the Advances, as provided for herein, and deposited
                           into Administrative Agent's account at such financial
                           institutions as Administrative Agent shall direct and
                           instruct from time to time (any such account of
                           Administrative Agent being a "Cash Collateral
                           Account").

Subject to Section 00 and the last sentence of this Section, payments shall be
                           paid or applied by Administrative Agent (in each case
                           up to the outstanding principal amount of the
                           applicable Loan) at the times specified in Section 0
                           (i) first, to reduce the Swingline Loan to zero, (ii)
                           second, to the extent of any excess, to the Lender
                           also acting as Administrative Agent in its capacity
                           as a Lender and not as Administrative Agent, to
                           reduce any of the Aggregate Revolving Loan owing to

                                       42
<PAGE>

                           the Lender acting as Administrative Agent that are
                           not also Swingline Loans, and (iii) third, if no
                           Event of Default has occurred and is continuing,
                           distributed to Borrower, but if an Event of Default
                           has occurred and is continuing then retained by
                           Administrative Agent in the Cash Collateral Account
                           (without any obligation to pay Borrower interest on
                           such funds) until the entire amount of the
                           outstanding Loan Obligations are irrevocably
                           satisfied, including payment of cash collateral
                           satisfactory to Administrative Agent as security for
                           Borrower's obligation to reimburse Administrative
                           Agent or the Letter of Credit Issuer, as the case may
                           be, for 105% of all draws and expenses under all
                           outstanding Letters of Credit and 100% of any
                           unfunded Approvals, in which case such Approvals
                           shall be otherwise paid in accordance with the
                           applicable Statements of Transaction, where after
                           such other amounts shall be distributed to Borrower,
                           or, if an Event of Default has occurred or is
                           continuing, distributed by Administrative Agent to
                           the other Lenders after consultation by
                           Administrative Agent with the other Lenders until the
                           entire amount of the outstanding Loan Obligations are
                           irrevocably satisfied, including payment of cash
                           collateral satisfactory to Administrative Agent as
                           security for Borrower's obligation to reimburse
                           Administrative Agent or the Letter of Credit Issuer,
                           as the case may be, for 105% of all draws and
                           expenses under all outstanding Letters of Credit and
                           100% of any unfunded Approvals, in which case such
                           Approvals shall be otherwise paid in accordance with
                           the applicable Statements of Transaction, where after
                           such other amounts shall be distributed to Borrower.
                           Notwithstanding the foregoing, payments, whether from
                           a Borrower or a Vendor on the Interim Floorplan Loan
                           and the Aggregate Floorplan Loan owing to
                           Administrative Agent and the Lender acting as
                           Administrative Agent shall be applied to the Interim
                           Floorplan Loan of Administrative Agent and the
                           Aggregate Floorplan Loan of such Lender as it deems
                           appropriate in its sole discretion.

Prior to 3:00 p.m. (Local Time) on the last Business Day of each calendar week
                           (a "Settlement Date"), based on funds collected
                           pursuant to Section 0 as of 12:00 noon (Local Time)
                           on the Business Day immediately preceding such
                           Settlement Date (under all circumstances, including
                           during the existence of any Event of Default), each
                           Lender shall, to the extent it does not hold its
                           pro-rata share of the outstanding Aggregate Floorplan
                           Loan (including, any amounts for which an Approval
                           has been issued, whether or not funding has
                           occurred), Aggregate Revolving Loan, but excluding
                           any Swingline Loan or Interim Floorplan Loan (which
                           will be settled to zero as a part of the settlement),
                           purchase from or sell to one or more other Lenders,
                           at par, which may occur by a funding through
                           Administrative Agent, that portion of its Loans as is
                           necessary for it to thereafter hold its pro-rata
                           share of the outstanding Aggregate Floorplan Loan and
                           Aggregate Revolving Loan. In order that the foregoing
                           settlement among the Lenders can be effected on each
                           Settlement Date, Administrative Agent shall, on or
                           before 12:00 p.m. (Local Time) on such Settlement
                           Date(1), notify each Lender who shall purchase or
                           sell a Loan, or fund through Administrative Agent, of

----------------------
         (1) If the Settlement Date occurs more than once a week, then the
foregoing time shall be 11:00 a.m. (Local Time)

                                       43
<PAGE>

                           (i) the principal amount of the Loan to be purchased
                           or sold, (ii) the name of the Lender(s) which will be
                           purchasing from or selling to such Lender a Loan, and
                           (iii) if such Lender is to purchase a Loan, the name
                           of and wire transfer instructions for the Lender(s)
                           from which the Loan shall be purchased. On or before
                           3:00 p.m. (Local Time) on such Settlement Date, each
                           such purchasing Lender shall wire transfer
                           immediately available funds to the applicable selling
                           Lender(s) the amount necessary to effect the
                           settlement.

Administrative Agent may, at any time, in its sole discretion, cause the
                           Settlement Date to occur more frequently, including,
                           each Business Day of each week. Administrative Agent
                           shall notify each Lender that a given Business Day
                           shall be a Settlement Date by no later than 12:30
                           p.m. (Local Time) on the Business Day immediately
                           preceding any such date; provided, however, if the
                           Settlement Date occurs more frequently than once a
                           week, then once Administrative Agent gives such
                           notice, no further notices shall be required.

Maturity. Borrower shall repay the entire amount of the Aggregate Revolving Loan
                           on February 28, 2005 ("Initial Maturity Date"),
                           unless the Aggregate Revolving Loan Facility
                           continues after the Initial Maturity Date as provided
                           below in this Section 0 and Borrower shall repay the
                           amount of the Swingline Loans on demand. The
                           Aggregate Revolving Loan Facility will continue from
                           year to year on each anniversary of the Initial
                           Maturity Date unless any party hereto gives each
                           other party hereto written notice of termination of
                           not less than 90 days prior to the start of a renewal
                           period. Each of the Aggregate Floorplan Loan
                           Facility, the Interim Floorplan Loan Facility and the
                           Swingline Facility are discretionary and may be
                           terminated at any time as set forth herein, with or
                           without notice or demand as set forth herein;
                           provided, however, if Borrower shall give notice of
                           termination of the Aggregate Revolving Loan Facility,
                           then such notice shall be deemed to be notice of
                           termination for all Facilities in which case Borrower
                           shall pay the entire amount of the outstanding Loan
                           Obligations upon the effective date of such notice of
                           termination, including payment of cash collateral
                           satisfactory to Administrative Agent as security for
                           Borrower's obligation to reimburse Administrative
                           Agent or the Letter of Credit Issuer, as the case may
                           be, for 105% of all draws and expenses under all
                           outstanding Letters of Credit and 100% of any
                           unfunded Approvals, in which case such Approvals
                           shall be otherwise paid in accordance with the
                           applicable Statements of Transaction.

Special Requirement for Payments on Floorplan Loans and Interim Floorplan Loans.
         Borrower will immediately pay Administrative Agent the principal
         Indebtedness owed Administrative Agent and the Lenders on each item of
         Collateral financed by the Lenders and Administrative Agent (as shown
         on the Statement of Transaction identifying such Collateral) under the
         Floorplan Loan Facility or the Interim Floorplan Loan Facility on the
         earliest occurrence of any of the following events: (i) when such
         Collateral is lost, stolen or damaged; (ii) for Collateral financed
         under Pay-As-Sold ("PAS") terms (as shown on the Statement of
         Transaction identifying such Collateral), when such Collateral is sold,
         transferred, rented, leased, otherwise disposed of or matured; (iii) in
         accordance with any curtailment schedule for such Collateral (as shown
         on the Statement of Transaction identifying such Collateral); (iv) for
         Collateral financed under Scheduled Payment Program ("SPP") terms (as

                                       44
<PAGE>

         shown on the Statement of Transaction identifying such Collateral), in
         accordance with the installment payment schedule; and (v) when
         otherwise required under the terms of any financing program agreed to
         in writing by Borrower and Administrative Agent. Any third party
         discount, rebate, subsidy, bonus or credit granted to Borrower for any
         Collateral will not reduce the Loan Obligations until Administrative
         Agent has received payment as provided in this Agreement. The Floorplan
         Shortfall, if any, will remain in effect, until the next determination
         of the Floorplan Shortfall by Administrative Agent. Borrower shall pay
         all amounts owing to Administrative Agent and the Lenders under the
         Floorplan Loan Facility and the Interim Floorplan Loan Facility as set
         forth herein and in the applicable Statement of Transaction.

Prepayments.

Voluntary Prepayments. Subject to the limitations in the following sentences,
                  except for mandatory prepayments and funds received by
                  Administrative Agent as contemplated by Section 6.1, Borrower
                  may wholly prepay any Loan that is included in the Aggregate
                  Revolving Loan or the Swingline Loan, or prepay any Floorplan
                  Loan or Interim Floorplan Loan, at any time and may make a
                  partial prepayment thereon from time to time, without penalty
                  or premium, if Borrower pays any amount that is due as a
                  consequence of the prepayment of any Loan and as otherwise
                  provided for in this Agreement. All such prepayments, unless
                  otherwise expressly stated in writing by Borrower to
                  Administrative Agent prior to the making of such prepayment,
                  will be deemed made on the Swingline Loan until it is reduced
                  to zero, thereafter to the Interim Floorplan Loan until it is
                  reduced to zero, thereafter to the Aggregate Floorplan Loan
                  until it is reduced to zero, and thereafter to the Aggregate
                  Revolving Loan until it is reduced to zero (with, in each
                  case, the payment of any and all penalties and premiums due
                  hereunder in connection therewith), and will be applied by
                  Lenders to reduce the Floorplan Loans and the Revolving Loans,
                  as appropriate, in accordance with their respective pro-rata
                  shares.

Mandatory Prepayments. If at any time the Aggregate Revolving Loan exceeds the
                  Maximum Available Amount (which can be a negative number),
                  whether as a result of optional Swingline Advance made by
                  Administrative Agent as contemplated by Section 3.4.2, or
                  otherwise, Borrower shall on demand make a payment in the
                  amount of the difference to Administrative Agent for the
                  account of Administrative Agent on the Swingline Loan and
                  Lenders on the Aggregate Revolving Loan. Each such prepayment
                  will be applied by Administrative Agent and Lenders first to
                  reduce the Swingline Loan until it is reduced to zero, and
                  then to reduce the Aggregate Revolving Loan (and consequently
                  a ratable portion of each Lender's Revolving Loan). In
                  addition, on any date that Interim Floorplan Loan plus the
                  Aggregate Floorplan Loan exceeds the Aggregate Floorplan Loan
                  Facility, then Borrower shall, on such date, pay the such
                  excess to Administrative Agent for the pro-rata benefit of the
                  Lenders and failure to pay such excess on such date shall be
                  an immediate Event of Default.

Other Mandatory Prepayments.

Proceeds from Sales of Assets. If any Covered Person sells any of its assets in
                           a single transaction or related series of
                           transactions that are not in the ordinary course of
                           business or otherwise permitted under this Agreement,
                           Borrower shall make a payment to Administrative Agent
                           for the benefit of the Lenders in the amount of the
                           gross proceeds therefrom less reasonable selling

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<PAGE>

                           expenses and the increment in federal, state and
                           local income Taxes, if any, and applicable transfer
                           Taxes, if any, payable as a consequence of such sale.
                           Borrower need not make such prepayment, however,
                           unless the net proceeds from such sale or sales
                           exceed $250,000 in the aggregate in any calendar
                           year, in the aggregate for all Covered Persons.

Insurance Proceeds. All Insurance Proceeds shall be deposited in the Cash
                           Collateral Account and shall be applied by
                           Administrative Agent to the Loan Obligations. During
                           the occurrence and continuance of an Event of
                           Default, Administrative Agent is hereby authorized to
                           participate in any proceeding for the condemnation or
                           other taking of any of Borrower's property and
                           Borrower from time to time will deliver to
                           Administrative Agent all instruments reasonably
                           requested by Administrative Agent to permit such
                           participation.

Every prepayment under this Section that is required to be applied to reduce the
Aggregate Revolving Loan shall be distributed by Administrative Agent to Lenders
in accordance with their pro-rata shares of the Aggregate Revolving Loan
Facility and applied by Lenders to reduce their Revolving Loans in accordance
with their respective pro-rata shares of the Aggregate Revolving Loan Facility.
If application to the Revolving Loans of any prepayment required under this
Section reduces the Revolving Loans (and consequently the Aggregate Revolving
Loan) to zero, then the remaining amount of such prepayment shall be applied by
Lenders to reduce the Floorplan Loans then due and payable under the applicable
Statement of Transactions to zero (and consequently the Aggregate Floorplan
Loan).

Reimbursement Obligations of Borrower. Borrower hereby unconditionally agrees to
         pay immediately to Letter of Credit Issuer on demand at the Letter of
         Credit Issuer's Applicable Lending Office all amounts required to pay
         all drafts drawn under Letters of Credit issued for the account of
         Borrower and all reasonable expenses incurred by Letter of Credit
         Issuer in connection with such Letters of Credit and in any event and
         without demand to remit to Letter of Credit Issuer (which may be
         through obtaining Advances if permitted under Section 0) sufficient
         funds to pay all debts and liabilities arising under any Letter of
         Credit issued for the account of such Borrower.

Manner of Payments and Timing of Application of Payments.

Payment Requirement. Except as provided in Section 0 with respect to payments
                  from the Cash Collateral Account and unless expressly provided
                  to the contrary elsewhere herein, Borrower shall make each
                  payment on the Loan Obligations to Administrative Agent for
                  the account of Lenders (based on each Lender's pro-rata share)
                  as required under the Loan Documents at the Applicable Lending
                  Office of Administrative Agent on the date when due, without
                  deduction, set-off or counterclaim. All such payments will be
                  distributed by Administrative Agent to Lenders as provided in
                  Section 0 for application to the Loan Obligations as provided
                  herein.

Application of Payments and Proceeds. All funds collected pursuant to Section 0
                  and reported to Administrative Agent as provided in Section 0,
                  will be distributed by Administrative Agent as provided in
                  Section 0 on the next Settlement Date following Administrative
                  Agent's actual receipt of such funds as provided in Section 0.
                  For purposes of calculation of the Maximum Available Amount
                  and Completion of the Borrowing Base Certificate pursuant to
                  Section 0, such funds will be deemed received on the
                  immediately following Business Day, and distributed by
                  Administrative Agent on a Settlement Date as provided in
                  Section 0. The amount so distributed to a Lender will be

                                       46
<PAGE>

                  applied by such Lender to the relevant Loan Obligation on the
                  Business Day when received. Borrower will also pay to
                  Administrative Agent, for its own account, such fees as
                  Administrative Agent generally charges its customers for each
                  check returned unpaid for insufficient funds (an "NSF check")
                  (such payment repays Administrative Agent's estimated
                  administrative costs; it does not waive any Default or Event
                  of Default caused by the NSF check).

Interest Calculation. Interest shall begin accruing, and be owing and payable on
                  an Advance on the day such Advance is made by a Lender to
                  Administrative Agent (provided, however, that interest on
                  GECDF's Aggregate Floorplan Loan and the Interim Floorplan
                  Loan shall begin accruing on the date of the applicable
                  invoice, as provided in the applicable Statement of
                  Transaction). Section 0 notwithstanding, for purposes of
                  interest calculation only, a payment received in the Lockboxes
                  or otherwise (provided it is immediately paid to
                  Administrative Agent) shall be deemed to have been applied to
                  the relevant Loan Obligation on the next Business Day
                  following the Business Day that Borrower reports the receipt
                  of such payment pursuant to Section 0. Payments on the
                  Aggregate Floorplan Loan or Interim Floorplan Loan that are
                  funded by Revolving Loan Advances shall be deemed to be made
                  on the Aggregate Floorplan Loan or Interim Floorplan Loan for
                  interest calculation purposes on the day made.

Returned Instruments. If a payment is made by check, draft or other instrument
         and the check, draft or other instrument is returned unpaid, any
         application of the payment to the Loan Obligations will be reversed and
         will be treated as never having been made.

Compelled Return of Payments or Proceeds. If Administrative Agent or any Lender
         is for any reason compelled to surrender any payment or any proceeds of
         the Collateral because such payment or the application of such proceeds
         is for any reason invalidated, declared fraudulent, set aside, or
         determined to be void or voidable as a preference, an impermissible
         set-off, or a diversion of trust funds, then this Agreement and the
         Loan Obligations to which such payment or proceeds was applied or
         intended to be applied shall be revived as if such application was
         never made; and Borrower shall be liable to pay to Administrative Agent
         or such Lender, and shall indemnify Administrative Agent or such Lender
         for and hold Administrative Agent or such Lender harmless from any loss
         with respect to, the amount of such payment or proceeds surrendered.
         This Section shall be effective notwithstanding any contrary action
         that Administrative Agent or such Lender may take in reliance upon its
         receipt of any such payment or proceeds. Any such contrary action so
         taken by Administrative Agent or such Lender shall be without prejudice
         to Administrative Agent or such Lender's rights under this Agreement
         and shall be deemed to have been conditioned upon the application of
         such payment or proceeds having become final and indefeasible. The
         provisions of this Section shall survive termination of the Facilities
         and the indefeasible payment and satisfaction of all of the Loan
         Obligations.

Due Dates Not on Business Days. If any payment required hereunder becomes due on
         a date that is not a Business Day, then such due date shall be deemed
         automatically extended to the next Business Day.


Procedure for Obtaining Advances.
---------------------------------
Initial Advances. Provided that all conditions thereto hereunder are satisfied
         and subject to the limitations contained herein, Lenders will fund and
         Administrative Agent will make the initial Revolving Loan Advance, if
         any, on the Effective Date as directed by Borrower in a written
         direction delivered to Administrative Agent. The manner of disbursement

                                       47
<PAGE>

         shall be subject to Administrative Agent's approval. Administrative
         Agent will fund the initial Interim Floorplan Loan in accordance with
         its policies and procedures.

Subsequent Revolving Loan Advances. Borrower may request subsequent Revolving
         Loan Advances at any time, but not more often than once each Business
         Day, by submitting a request therefor to Administrative Agent as
         provided in Section 0. All requests for a Revolving Loan Advance must
         be submitted by Borrowing Agent. Administrative Agent may treat every
         request for a Revolving Loan Advance as a request for a Swingline
         Advance to the extent the requested amount does not exceed the Maximum
         Swingline Amount and as a request for a Revolving Loan Advance in the
         amount of the excess. Every request for an Revolving Loan Advance shall
         be irrevocable. A request for a Revolving Loan Advance received by
         Administrative Agent on a day that is not a Business Day or that is
         received by Administrative Agent after 10:00 a.m. (Local Time) on a
         Business Day shall be treated as having been received by Administrative
         Agent at 10:00 a.m. (Local Time) on the next Business Day; provided,
         however, if Settlement Dates occur more than once a week, then a
         request for a Revolving Loan Advance received by Administrative Agent
         on a day that is not a Business Day or that is received by
         Administrative Agent after 11:00 a.m. (Local Time) on a Business Day
         shall be treated as having been received by Administrative Agent at
         11:00 a.m. (Local Time) on the next Business Day.

Subsequent Floorplan Loan Advances. Administrative Agent may treat every request
         for a Floorplan Loan Advance as a request for an Interim Floorplan Loan
         Advance to the extent the requested amount does not exceed the
         Floorplan Loan Facility (when added to the Aggregate Floorplan Loan and
         the Interim Floorplan Loan and all unfunded Approvals) and as a request
         for a Floorplan Loan Advance in the amount of the excess.

Repayment of the Swingline Loan and the Interim Floorplan Loan.

Administrative Agent may in its absolute discretion on any Business Day give
                  notice to Lenders of the amount of the Swingline Loan or
                  Interim Floorplan Loan after application of all payments to be
                  applied thereto as provided elsewhere herein. Such notice
                  shall be given no later than 12:00 p.m. (Local Time) and may
                  include a demand that the Swingline Loan or the Interim
                  Floorplan Loan be fully paid. If Administrative Agent demands
                  that the Swingline Loan or the Interim Floorplan Loan be fully
                  paid, then prior to 3:00 p.m. (Local Time) on such date,
                  Lenders shall remit funds to Administrative Agent sufficient
                  to reduce the Swingline Loan or the Interim Floorplan Loan to
                  zero. The aggregate of such remittances shall be treated as a
                  Revolving Loan Advance and the Aggregate Revolving Loan
                  increased accordingly (in the case of payments on the
                  Swingline Loan) and as a Floorplan Loan Advance and the
                  Aggregate Floorplan Loan increased accordingly (in the case of
                  payments on the Interim Floorplan Loan). Each such remittance
                  by a Lender shall be made in accordance with its pro-rata
                  share of the Aggregate Revolving Loan Facility or the
                  Floorplan Loan Facility shall be made notwithstanding that (i)
                  the amount of the aggregate of such remittances by Lenders may
                  not be in the minimum amount for Revolving Loan Advances
                  otherwise required hereunder, (ii) any conditions to Advances
                  in Section 10 may not be then satisfied, (iii) an Event of
                  Default has occurred and is continuing, (iv) the aggregate
                  amount of such remittances by Lenders would result in the
                  Aggregate Revolving Loan exceeding the Maximum Available
                  Amount, or (v) such remittances by Lenders may be made after
                  the effective date of termination of the Aggregate Revolving
                  Loan Facility; provided, however, that in no event shall any
                  Lender be required to make any such remittance that would
                  result in the sum of (a) the Revolving Loan of such Lender,
                  plus (b) such Lender's pro-rata share of the Letter of Credit
                  Exposure exceeding such Lender's Revolving Loan Facility.

                                       48
<PAGE>

If for any reason, including the commencement of a proceeding in bankruptcy with
                  respect to any Borrower, remittances by Lenders as provided
                  above cannot be made on the date otherwise required above,
                  then each Lender shall be deemed automatically to have
                  purchased from Administrative Agent as of such date an
                  undivided interest and participation in the Swingline Loan and
                  the Interim Floorplan Loan equal to such Lender's pro-rata
                  share, so as to cause such Lender to share in the Swingline
                  Loan and the Interim Floorplan Loan in accordance with its
                  pro-rata share. Each Lender shall remit its pro-rata share of
                  the Swingline Loan and the Interim Floorplan Loan to
                  Administrative Agent promptly on demand. All interest payable
                  with respect to such Lender's pro-rata share of the Swingline
                  Loan and the Interim Floorplan Loan shall be for the account
                  of Administrative Agent to the date such remittance is made,
                  and shall be for the account of and remitted by Administrative
                  Agent to such Lender (except in the case of the Floorplan
                  Loan, at the rate designated in Section 0 with respect to
                  GECDF and the other Lenders) as a participant from such date.
                  Further, until such remittance is made, such Lender shall pay
                  to Administrative Agent, on demand, interest on such Lender's
                  pro-rata share of the Swingline Loan and the Floorplan Loan at
                  the Federal Funds Rate, and such Lender shall be subject to
                  the restrictions contained in Section 0.

Letters of Credit. Borrower may request the issuance of a Letter of Credit by
         submitting an issuance request to Letter of Credit Issuer and executing
         the reimbursement agreement required under Section 0 no less than five
         Business Days prior to the requested issue date for such Letter of
         Credit.

Administrative Agent's Right to Make Other Certain Advances.

Payment of Loan Obligations. Administrative Agent shall have the right to make
                  Revolving Loan Advances at any time and from time to time to
                  cause timely payment of any of the Loan Obligations, including
                  to pay interest or principal on the Swingline Loan, the
                  Interim Floorplan Loan, the Aggregate Floorplan Loan, and the
                  Aggregate Revolving Loan, and to pay any other fees owing to
                  the Lenders or Administrative Agent; provided, however, with
                  respect to third party fees, if no Event of Default has
                  occurred and is continuing, Administrative Agent shall use its
                  reasonable efforts to give prior notice to Borrower of the
                  payment of any such fees from an Advance (but shall have no
                  liability for its failure to notify Borrower, and any such
                  failure shall not give rise to a claim or cause of action by
                  Borrower against Administrative Agent or any Lender). If no
                  Event Default exists, Administrative Agent shall use
                  reasonable efforts to notify Borrower (but shall have no
                  liability for its failure to notify Borrower and such failure
                  shall not give rise to a claim or cause of action by Borrower
                  against Administrative Agent or any Lender) on the day it
                  makes any payment or pays any interest owing hereunder.
                  Administrative Agent may select the Advance Date for any such
                  Advance, but such Advance Date may only be a Business Day.
                  Administrative Agent will use reasonable efforts to promptly
                  give notice to Borrower after any such Advance is made but
                  failure to give such notice shall not give rise to any
                  liability on the part of Administrative Agent or any Lender.

Payments to Other Creditors. If Administrative Agent becomes obligated to
                  reimburse or pay to any creditor of Borrower any amount in
                  order to (i) obtain a release of such creditor's Security
                  Interest in any of the Collateral, other than Permitted

                                       49
<PAGE>

                  Security Interests, or (ii) otherwise satisfy an Obligation of
                  Borrower to such creditor to the extent not indefeasibly
                  satisfied by the initial Advances, then Administrative Agent
                  shall have the right (but shall have no obligation) to make
                  Advances for that purpose. Administrative Agent may select the
                  Advance Date for any such Advance, but such Advance Date may
                  only be a Business Day. Administrative Agent will use
                  reasonable efforts to give prompt notice to Borrower after any
                  such Advance is made but failure to give such notice shall not
                  give rise to any liability on the part of Administrative Agent
                  or any Lender; provided, however, upon the occurrence and
                  during the continuance of an Event of Default no such notice
                  shall be required.

Fundings.

Advances. Other than if a Swingline Advance or Interim Floorplan Loan Advance
                  will be made by Administrative Agent, not later than 10:00
                  a.m. (Local Time) on each Advance Date (or 11:00 a.m. if
                  Settlement Dates occur more than once a week) for a Floorplan
                  Loan Advance or Revolving Loan Advance, Administrative Agent
                  shall promptly notify each Lender of the amount of the
                  Floorplan Loan Advance or the Revolving Loan Advance to be
                  made on that Advance Date. In each case then, each Lender
                  shall make immediately available to Administrative Agent by
                  3:00 p.m. (Local Time) on the Advance Date funds consisting
                  solely of Dollars in the amount of its pro-rata share of such
                  Floorplan Loan Advance or Revolving Loan Advance, rounded to
                  the nearest penny, in accordance with such remittance
                  instructions as may be given by Administrative Agent to
                  Lenders from time to time.

Draws on Letters of Credit. If a draw is made on a Letter of Credit and Borrower
                  does not reimburse the amount of such draw in full to Letter
                  of Credit Issuer immediately on demand, Letter of Credit
                  Issuer shall promptly notify Administrative Agent of such
                  failure. Upon Administrative Agent's receipt of such notice
                  from Letter of Credit Issuer, Administrative Agent may notify
                  each Lender thereof and shall have the right to cause a
                  Revolving Loan Advance to be made, regardless whether such
                  Revolving Loan Advance would result in the Aggregate Revolving
                  Loan exceeding the Maximum Available Amount or regardless as
                  to whether an Event of Default exists, by notifying each
                  Lender of the draw, the amount of the Revolving Loan Advance
                  required to fund reimbursement of such draw, and the amount of
                  such Lender's ratable share of such Revolving Loan Advance.
                  The Advance Date and time for such Revolving Loan Advance
                  shall not be later than 3:00 p.m. (Local Time) on the first
                  Business Day following Administrative Agent's delivery of such
                  notice to Lenders. By no later than such Advance Date and
                  time, each Lender shall make immediately available to
                  Administrative Agent funds consisting solely of Dollars in the
                  amount of its pro-rata share of such Revolving Loan Advance,
                  rounded to the nearest penny, in accordance with such
                  remittance instructions as may be given by Administrative
                  Agent to each Lender from time to time.

All Fundings Ratable. All fundings of Advances (other than Swingline Advances
                  and Interim Floorplan Loan Advances) shall be made by Lenders
                  as provided herein in accordance with their pro-rata shares of
                  the respective Aggregate Facilities, as applicable. Except as
                  otherwise expressly provided herein, a Lender shall not be
                  obligated to fund Revolving Loan Advances that would result in
                  such Lender's Revolving Loan plus such Lender's pro-rata share
                  of the Letter of Credit Exposure exceeding its Revolving Loan
                  Facility, fund Floorplan Loan Advances that would result in
                  its Floorplan Loan exceeding its Floorplan Loan Facility, or
                  make available any more than its pro-rata share of any
                  Advance.

                                       50
<PAGE>

Administrative Agent's Availability Assumption.

Unless Administrative Agent has been given written notice by a Lender prior to
                  an Advance Date that such Lender does not intend to make
                  immediately available to Administrative Agent such Lender's
                  pro-rata share of the Advance which Administrative Agent may
                  be obligated to make on the Advance Date, including any
                  Advance that may be made based on the issuance of an Approval,
                  Administrative Agent may assume that such Lender has made the
                  required amount available to Administrative Agent on the
                  Advance Date and Administrative Agent may, in reliance upon
                  such assumption, make available to Borrower a corresponding
                  amount. Failure of any Lender to pay its pro-rata share of the
                  Swingline Loan, any Floorplan Loan (whether based on the
                  issuance of an Approval or otherwise), the Interim Floorplan
                  Loan (whether based on the issuance of an Approval or
                  otherwise), or any Revolving Loan or any other amount owing
                  hereunder by a Lender upon demand shall make such Lender a
                  "Defaulting Lender." If such corresponding amount is not in
                  fact made immediately available to Administrative Agent by
                  such Defaulting Lender on the Advance Date, Administrative
                  Agent shall be entitled to recover such corresponding amount
                  on demand from such Defaulting Lender. If such Defaulting
                  Lender does not pay such corresponding amount immediately upon
                  Administrative Agent's demand therefor, then Administrative
                  Agent shall promptly notify Borrower and the other Lenders and
                  Borrower shall pay such corresponding amount to Administrative
                  Agent within one (1) Business Day. Administrative Agent shall
                  also be entitled to recover, either from such Defaulting
                  Lender or Borrower, interest on such corresponding amount for
                  each day from the date such corresponding amount was made
                  available by Administrative Agent to Borrower to the date such
                  corresponding amount is recovered by Administrative Agent, at
                  a rate per annum equal to either (i) if paid by such Lender,
                  the cost to Administrative Agent of funding such amount at the
                  Federal Funds Rate, or (ii) if paid by Borrower, the
                  applicable rate for the Advance in question determined from
                  the request therefor. Each Lender shall be obligated only to
                  fund its pro-rata share of an Advance subject to the terms and
                  conditions hereof, regardless of the failure of another Lender
                  to fund its pro-rata share thereof.

Each remittance or payment or Advance required to be made by a Lender shall be
                  made in accordance with its pro-rata share and shall be made
                  notwithstanding that (i) the amount of the aggregate of such
                  remittances by Lenders may not be in the minimum amount for
                  Revolving Loan Advances, or Floorplan Loan Advances or
                  otherwise required hereunder, (ii) any conditions to Advances
                  in Section 0 may not be then satisfied, (iii) an Event of
                  Default exists, (iv) the aggregate amount of such remittances
                  by Lenders would result in the Aggregate Revolving Loan
                  exceeding the Maximum Available Amount or the aggregate amount
                  of such remittances by Lenders would result in the Aggregate
                  Floorplan Loan plus the Interim Floorplan Loan exceeding the
                  value of the Collateral advanced against thereunder or the
                  Aggregate Floorplan Loan Facility, or (v) such remittances by
                  Lenders may be made after the effective date of termination of
                  the Aggregate Revolving Loan Facility or the Aggregate
                  Floorplan Loan Facility, as the case may be; provided,
                  however, that in no event shall any Lender be required to make
                  any such remittance that would result in the Revolving Loan of
                  such Lender exceeding such Lender's Revolving Loan Facility or
                  the Floorplan Loan of such Lender exceeding such Lender's
                  Floorplan Loan Facility.

In addition, with respect to any Defaulting Lender, until a payment or Advance
                  is paid to Administrative Agent (with interest as described
                  above), (i) such Defaulting Lender shall permit Administrative

                                       51
<PAGE>

                  Agent the unconditional and irrevocable right of setoff
                  against any amounts (including payments of principal,
                  interest, and fees, as well as indemnity payments) received by
                  Administrative Agent hereunder for the benefit of any such
                  Defaulting Lender, and (ii) if such failure to pay shall
                  continue for a period of three Business Days, result in any
                  such Defaulting Lender forfeiting any right to vote on any
                  matter that the Required Lenders or all Lenders are permitted
                  to vote for hereunder (and the calculation of Required Lenders
                  shall exclude such Defaulting Lender's interest in the
                  Lenders' Exposure); provided, however, once such a failure is
                  cured, then such Lender shall, subsequent thereto, have all
                  rights hereunder; provided, further, however, if any Lender
                  shall fail to make such a payment within the three Business
                  Day period specified in clause (ii) above (other than by
                  reason of events beyond the reasonable control of such Lender)
                  three or more times during the term hereof, such Lender shall
                  permanently forfeit its right to vote hereunder (and the
                  calculation of Required Lenders shall exclude such Defaulting
                  Lender's interest in the Lenders' Exposure).

Disbursement. Provided that all conditions precedent herein to a requested
         Advance or, if applicable, a Swingline Advance or Interim Floorplan
         Loan Advance, have been satisfied, including with respect to any
         Floorplan Loan Advance or Interim Floorplan Loan Advance, the
         requirements of any agreements with any Vendors, Administrative Agent
         will make the amount of such requested Advance available to Borrower or
         in the case of an Interim Floorplan Loan Advance or a Floorplan Loan
         Advance to the appropriate Vendor, on the applicable Advance Date in
         immediately available funds in Dollars at the Applicable Lending
         Office.

Restrictions on Advances. No more than one Revolving Loan Advance and no more
         than one Swingline Advance will be made on any one day pursuant to a
         request for a Revolving Loan Advance. Advances will only be made for
         the purposes permitted in Section 0.

Each Advance Request and Request for a Letter of Credit Certification. Each
         submittal of a request for an Advance and each submittal of a request
         for the issuance of a Letter of Credit by a Borrowing Officer shall
         constitute a certification by Borrower that (i) no Event of Default
         exists, (ii) all conditions precedent hereunder to the making of the
         requested Advance have been satisfied or waived in writing by the
         Required Lenders, and (iii) the Representations and Warranties are then
         true and correct and will be true and correct on the Advance Date, as
         applicable, as if then made.

Requirements for Every Advance Request. Subject to the terms of Section 0 and
         the other provisions of this Agreement, with regards to Swingline
         Loans, and Revolving Loan Advances, only a request (which shall be in
         writing in the form of Exhibit 0 and mailed, personally delivered or
         telecopied as provided in Section 0) from a Borrowing Officer to
         Administrative Agent that specifies the amount of the Advance to be
         made, the Advance Date for the requested Advance shall be treated as a
         request for an Advance. No Advance Date for any requested Advance may
         be other than a Business Day. With regards to Swingline Loans, a
         request for an Advance must be given prior to 11:00 a.m., Local Time,
         on the Advance Date for such Advance. With regards to a Revolving Loan,
         a request for an Advance must be given prior to 10:00 a.m., Local Time,
         on the Advance Date for such Advance, or if the Settlement Date occurs
         more often than once a week, then prior to 11:00 a.m. Local Time on the
         Advance Date for such Advance. Subject to the terms of Section 0 and
         the other provisions of this Agreement, Floorplan Loan Advances and
         Interim Floorplan Loan Advances will be funded in accordance with
         Administrative Agent's procedures.

                                       52
<PAGE>

Requirements for Every Letter of Credit Request. Only a written request (which
         may be mailed, personally delivered or telecopied as provided in this
         Agreement) from a Borrowing Officer to Administrative Agent or an
         electronic initiation over an online service provided by Letter of
         Credit Issuer that specifies the amount, requested issue date (which
         shall be a Business Day and in no event later than thirty days before
         the effective date of termination of the Aggregate Revolving Loan
         Facility) and beneficiary of the requested Letter of Credit and other
         information necessary for its issuance shall be treated as a request
         for issuance of a Letter of Credit together with such Letter of Credit
         applications and reimbursement agreements as the Letter of Credit
         Issuer may reasonably request.

Exoneration of Administrative Agent and Lenders. Neither Administrative Agent
         nor any Lender shall incur any liability to Borrower for treating a
         request that meets the express requirements of Section 0 or 0 as a
         request for the issuance of a Letter of Credit or an Advance, if
         Administrative Agent believes in good faith that the Person making the
         request is a Borrowing Officer. Neither Administrative Agent nor any
         Lender shall incur any liability to Borrower for failing to treat any
         such request as a request for an Advance or the issuance of a Letter of
         Credit, if Administrative Agent believes in good faith that the Person
         making the request is not a Borrowing Officer.


Security; Guaranties. As security for the payment and performance of the Loan
Obligations, Borrower shall on the Execution Date and from time to time
thereafter execute and deliver, or cause to be executed and delivered, to
Administrative Agent such security agreements, mortgages and other security
documents as they relate to the Collateral as reasonably requested by
Administrative Agent from time to time, including the following documents, each
in form and substance satisfactory to Administrative Agent and the Required
Lenders:

Landlord Consents. With respect to any real property leased by Borrower or any
         other Covered Person upon which Inventory or other material amounts of
         Collateral are located, whether on, prior to or after the Effective
         Date, Borrower shall cause to be delivered to Administrative Agent such
         landlord consents and nondisturbance and attornment agreements as
         Administrative Agent shall reasonably request.

Security Agreements. Security agreements granting to Administrative Agent for
         the benefit of Lenders a first priority Security Interest under the UCC
         in all of the Goods, Equipment, Accounts, Inventory, Instruments,
         Documents, Chattel Paper, General Intangibles and other personal
         property of Borrower and any Covered Person, whether currently owned or
         hereafter acquired, and all proceeds thereof, subject only to Permitted
         Security Interests affecting such property.

Pledge Agreements.

         Stock pledge agreements and membership pledge agreements granting to
         Administrative Agent for the benefit of Lenders a first priority
         Security Interest in all of the capital stock, membership interests,
         and other securities (and all options and warrants therefor) of every
         Subsidiary of every Borrower, now or hereafter issued and outstanding,
         and all proceeds thereof.

Collateral Assignments. Each of the following collateral assignments from
         Borrower or any other Covered Person, each subject to no other Security
         Interests except Permitted Security Interests affecting the item
         assigned:

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Account and Lockbox Assignments. Assignments assigning to Administrative Agent
                  for the benefit of Lenders all of Borrower's or such other
                  Covered Person's rights and interest in all Blocked Accounts
                  and Lockboxes.

Intellectual Property Assignments. Assignments assigning to Administrative
                  Agent for the benefit of Lenders all of Borrower's or such
                  other Covered Person's rights and interest in all Intellectual
                  Property.

Acquisition Documents Assignment. Assignments assigning to Administrative Agent
                  for the benefit of Lenders all of Borrower's or such other
                  Covered Person's rights and interest in all Acquisition
                  Documents for any Permitted Acquisition closing on or after
                  the Effective Date.

         Notwithstanding the execution and delivery of the other Loan Documents
         set forth above, and in addition thereto, Borrower hereby expressly
         assigns and grants to Administrative Agent for the benefit of Lenders,
         a first priority Security Interest in any and all rights, title and
         interest that it may have in Blocked Accounts, Lockboxes, Intellectual
         Property and Acquisition Documents as security for payment and
         performance of the Loan Obligations.


Power of Attorney. Borrower hereby authorizes (and shall cause each other
Covered Person to do the same) Administrative Agent and irrevocably appoints
Administrative Agent (acting by any of its officers) as such Borrower's agent
and attorney-in-fact (which appointment is coupled with an interest and is
therefore irrevocable) to do any of the following until all of the Loan
Obligations are fully and indefeasibly paid and satisfied in cash, there are no
Letters of Credit outstanding and the Letter of Credit Exposure is irreversibly
zero, and the Facilities are terminated:

At any time that an Event of Default has occurred and is continuing, (i) demand
         payment of any Account; (ii) enforce payment of any Account by legal
         proceedings or otherwise; (iii) exercise all of such Borrower's rights
         and remedies in proceedings brought to collect any Account; (iv) sell
         or assign any Account upon such terms, for such amount and at such time
         or times as Administrative Agent deems advisable; (v) settle, adjust,
         compromise, extend or renew any Account; (vi) discharge and release any
         Account; (vii) prepare, file and sign such Borrower's name on any proof
         of claim in bankruptcy or other similar documents against an Account
         Debtor; (viii) notify the postal authorities of any change of the
         address for delivery of such Borrower's mail to any address designated
         by Administrative Agent and open and process all mail addressed to such
         Borrower; (ix) endorse such Borrower's name on any verification of
         Accounts and notices thereof to Account Debtors; (x) make one or more
         Revolving Loan Advances or Floorplan Loan Advances to pay the costs and
         expenses of any of the foregoing; and (xi) do anything that
         Administrative Agent deems necessary in its reasonable discretion to
         assure that the Loan Obligations are fully and indefeasibly paid and
         satisfied in cash and that Borrower complies with each covenant and
         agreement contained herein and in the other Loan Documents.

At any time, (i) take control in any manner of any item of payment or proceeds
         of any Account and deposit the same in the Cash Collateral Account and
         apply the proceeds thereof to the Loan Obligations as provided herein;;
         (ii) have access to any lockbox or postal box into which such
         Borrower's mail is deposited to facilitate collection of Accounts and
         application of proceeds consistent herewith; (iii) endorse such
         Borrower's name upon any items of payment and deposit the same in the
         Cash Collateral Account and apply the proceeds thereof to the Loan
         Obligations as provided herein; (iv) endorse such Borrower's name upon
         any chattel paper, document, instrument, invoice, or similar document
         or agreement relating to any Account or other item of the Collateral
         necessary to effectuate collection of any Account related thereto; and

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<PAGE>

         (v) execute in such Borrower's name and on such Borrower's behalf or
         file any financing statement or amendments thereto, or such mortgages,
         deeds of trust or other security documents deemed necessary or
         appropriate by Administrative Agent to assure the perfection or
         continued perfection of Administrative Agent's Security Interests in
         the Collateral for the benefit of Lenders hereunder.

The foregoing power of attorney and authorization shall be deemed irrevocable,
but shall be automatically revoked upon the full and indefeasible payment in
cash of all of the Loan Obligations, the expiration or termination of all
Letters of Credit and reduction of the Letter of Credit Exposure to zero, and
the termination of the Facilities.


Conditions of Lending.
----------------------
Conditions to Initial Advance. Without in any manner limiting the Lenders' and
         Administrative Agent's discretion hereunder, Lenders will have no
         obligation to fund the initial Revolving Loan Advance or the initial
         Floorplan Loan Advance unless:

Listed Documents and Other Items. Administrative Agent shall have received on or
                  before the Effective Date all of the documents and other items
                  listed or described in Exhibit 0, with each being satisfactory
                  to Lenders and (as applicable) duly executed and (also as
                  applicable) sealed, attested, acknowledged, certified, or
                  authenticated.

Financial Condition. Lenders shall have determined to their satisfaction that
                  the financial statements of Borrower for the periods ended
                  June 30, 2003 (the "Initial Financial Statements"), and the
                  projections of Borrower's financial condition, results of
                  operations, and cash flow statements of Borrower for the
                  period ending as of June 30, 2004 as furnished to
                  Administrative Agent and other information furnished to
                  Administrative Agent by Borrower (i) for the periods ended on
                  or before June 30, 2003, fairly and accurately reflect the
                  business and financial condition of Borrower, its cash flows
                  and the results of its operations for such periods in
                  accordance with GAAP, and (ii) for the periods that will end
                  after June 30, 2003, fairly and accurately forecast the
                  business and financial condition of Borrower, its cash flows,
                  and the results of its operations for such periods in
                  accordance with GAAP.

Default. No Event of Default Exists and no or Event of Default will occur as a
                  result of such Advance being requested or made or the
                  application of the proceeds thereof.

Perfection of Security Interests. Every Security Interest required to be granted
                  by Borrower to Administrative Agent under Section 0 shall have
                  been perfected and shall be, except for Permitted Security
                  Interests, or as otherwise satisfactory to Lenders, a first
                  priority Security Interest.

Representations and Warranties. The Representations and Warranties shall be true
and correct.

Material Adverse Change. Since June 30, 2003, there shall not have been any
                  change which has or is reasonably likely to have a Material
                  Adverse Effect.

Payment of Fees. Borrower shall have paid and reimbursed to Administrative Agent
                  and the Lenders all fees, costs and expenses that are payable
                  or reimbursable to Administrative Agent and the Lenders
                  hereunder on or before the Effective Date.

Other Items. Administrative Agent shall have received such other consents,
                  approvals, opinions, certificates, documents or information as
                  it reasonably deems necessary or shall have issued an Approval
                  as necessary.

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<PAGE>

No Material Proceedings. No Material Proceedings are pending or, to the best
                  knowledge of Borrower, threatened, against Borrower or any
                  Covered Person.

Conditions to Subsequent Advances. Without in any manner limiting the Lenders'
         and Administrative Agent's discretion hereunder, Lenders will have no
         obligation to fund any Advance after the initial Revolving Loan
         Advance, and the initial Floorplan Loan Advance, unless:

General Conditions. All of the conditions to the initial Advances in Section 0
                  (except the condition in Sections 0, 0, 0, 0, and 0 shall have
                  been and shall remain satisfied).

Representations and Warranties. The Representations and Warranties are then true
                  and correct, and as of the time of such Advance will be true
                  and correct.

Approvals. With regards to a Floorplan Loan Advance or Interim Floorplan Loan
                  Advance, an Approval has been issued by Administrative Agent.

Default. No Event of Default has occurred and is continuing and no Default or
                  Event of Default will occur as a result of such Advance being
                  requested or made or the application of the proceeds thereof.

No Material Proceedings. No Material Proceedings are pending or, to the best
                  knowledge of Borrower, threatened, against Borrower or any
                  Covered Person.

Material Adverse Change. Since the date of the Financial Statements for the most
                  recent month end delivered to Administrative Agent in
                  accordance with Section 0, there shall not have been any
                  change which at the time of the requested Advance, has or is
                  reasonably likely to have a Material Adverse Effect.

Conditions to Issuance of Letters of Credit. As conditions precedent to the
issuance of any Letter of Credit:

Letter of Credit Application/Reimbursement Agreement. Borrower shall have
                  executed and delivered to Letter of Credit Issuer a letter of
                  credit application/reimbursement agreement satisfactory to
                  Letter of Credit Issuer and Administrative Agent under which
                  Borrower further evidences its obligation to reimburse to
                  Letter of Credit Issuer on demand the amount of each draw on
                  such Letter of Credit as provided in Section 0, together with
                  interest from the date of the draw at the rate provided in
                  Section 0 and (without duplication) all reasonable expenses
                  incurred by Letter of Credit Issuer in connection with such
                  Letter of Credit.

No Prohibitions. No order, judgment or decree of any Governmental Authority
                  shall exist which purports by its terms to enjoin or restrain
                  Letter of Credit Issuer or any other Lender from issuing such
                  Letter of Credit, and no Law or request or directive (whether
                  or not having the force of law) from any Governmental
                  Authority with jurisdiction over Letter of Credit Issuer or
                  any other Lender shall exist which prohibits, or requests that
                  Letter of Credit Issuer or any other Lender refrain from, the
                  issuance of letters of credit generally or such Letter of
                  Credit in particular, or imposes upon Letter of Credit Issuer
                  or any other Lender with respect to such Letter of Credit any
                  restriction or reserve or capital requirement (for which
                  Letter of Credit Issuer or any other Lender is not otherwise
                  compensable by Borrower hereunder).

                                       56
<PAGE>

Representations and Warranties. The Representations and Warranties are then true
                  and correct, and as of the time of the issuance of such Letter
                  of Credit will be true and correct.

No Material Proceedings. No Material Proceedings are pending or, to the best
                  knowledge of Borrower, threatened, against Borrower or any
                  Covered Person.

No Default. No Event of Default and no Default has occurred and is continuing or
                  Event of Default is reasonably likely to occur as a result of
                  such Letter of Credit being issued or a draw thereon being
                  made or paid.

Other Conditions. All of the conditions to the initial Advances in Section 0
                  (except the conditions in Sections 0, 0, 0 and 0 and 0) and
                  the condition in Section 0 shall have been and shall remain
                  satisfied.


Representations and Warranties. Except as otherwise described in the Disclosure
Schedule attached hereto as Exhibit 0, Borrower represents and warrants to
Administrative Agent, Lenders and Letter of Credit Issuer, at all times while
any of the Loan Obligations are outstanding and until such time as the
Facilities are terminated, as follows:

Organization and Existence. Each Covered Person is duly organized and existing
         in good standing under the Laws of the State of its organization and is
         duly qualified to do business and is in good standing in every State
         where the nature or extent of its business or properties require it to
         be qualified to do business, except where the failure to so qualify
         will not have a Material Adverse Effect. Each Covered Person has the
         power and authority to own its properties and carry on its business as
         now being conducted. With respect to each Covered Person, the following
         information is accurately and completely set forth on section 0 of the
         Disclosure Schedule: (i) the full and exact legal name of each Covered
         Person, (ii) State of organization/ formation of such Covered Person,
         (iii) the tax identification number (FEIN) of each Covered Person, and
         (iv) the charter number (if available) of each Covered Person.

Authorization. Each Covered Person is duly authorized to execute and perform
         every Loan Document to which such Covered Person is a party, and
         Borrower is duly authorized to borrow hereunder, and this Agreement and
         the other Loan Documents have been duly authorized by all requisite
         corporate action (or in the case of Covered Persons which are not
         corporations, other organizational action) of each Covered Person. No
         consent, approval or authorization of, or declaration or filing with,
         any Governmental Authority, and no consent of any other Person, is
         required in connection with any Covered Person's execution, delivery or
         performance of this Agreement and the other Loan Documents to which it
         is a party, except for those already duly obtained.

Due Execution. Every Loan Document to which a Covered Person is a party has been
         executed on behalf of such Covered Person by a Person duly authorized
         to do so.

Enforceability of Obligations. Each of the Loan Documents to which a Covered
         Person is a party constitutes the legal, valid and binding obligation
         of such Covered Person, enforceable against such Covered Person in
         accordance with its terms, except to the extent that the enforceability
         thereof against such Covered Person may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar Laws affecting
         creditors' rights generally or by equitable principles of general
         application.

Burdensome Obligations. No Covered Person is a party to or bound by any Contract
         or is subject to any provision in the Charter Documents of such Covered
         Person which would, if performed by such Covered Person, result in a
         Default or Event of Default either immediately or upon the elapsing of
         time.

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<PAGE>

Legal Restraints. The execution and performance of any Loan Document by a
         Covered Person does not and will not violate or constitute a default
         under the Charter Documents of such Covered Person, any Material
         Agreement of such Covered Person, or any Material Law, and does not and
         will not, except as expressly contemplated or permitted in this
         Agreement, result in any Security Interest being imposed on any of such
         Covered Person's property. All Material Agreements in existence as of
         the Effective Date are listed on section 0 to the Disclosure Schedule.

Labor Contracts and Disputes. As of the Effective Date, there is no collective
         bargaining agreement or other labor contract covering employees of a
         Covered Person, and to Borrower's knowledge, no union or other labor
         organization is seeking to organize, or to be recognized as, a
         collective bargaining unit of employees of a Covered Person. There is
         no pending or, to Borrower's knowledge, threatened, strike, work
         stoppage or other material labor dispute against or affecting any
         Covered Person or its employees, which has or would reasonably likely
         to have a Material Adverse Effect.

No Material Proceedings. As of the Effective Date, and except as set forth on
         section 0 to the Disclosure Schedule, there is no litigation,
         investigation or other proceeding by or before any Governmental
         Authority pending or, to the best knowledge of Borrower, threatened (i)
         which involves any of the Loan Documents or any of the transactions
         contemplated thereby, or involves a Covered Person as a party or any
         property of Covered Person, (ii) in which there has been issued an
         injunction, writ, temporary restraining order or any other order of any
         nature which purports to restrain or enjoin the making of any Advance,
         the consummation of any other transaction contemplated by the Loan
         Documents, or the enforceability of any provision of any of the Loan
         Documents, (iii) which involves the actual or alleged breach or
         violation by a Covered Person of, or default by a Covered Person under,
         any Contract to which Borrower or any Covered Person is a party or by
         which any such Borrower or any other Covered Person is bound, or (iv)
         which involves the actual or alleged violation by a Covered Person or
         any Guarantor of any separately enforceable provision of a Law.

Material Licenses. All Material Licenses have been obtained or exist for each
Covered Person.

Compliance with Material Laws. Each Covered Person is in compliance with all
         Material Laws. Without limiting the generality of the foregoing:

General Compliance with Environmental Laws and Governmental Procurement
                  Regulations. The operations of every Covered Person comply
                  with all applicable Environmental Laws and, as of the
                  Effective Date, Governmental Authority procurement Laws,
                  except where the failure to be in compliance would not
                  reasonably be likely to have to a Material Adverse Effect.

Proceedings. None of the operations of any Covered Person are the subject of any
                  judicial or administrative complaint, order or proceeding
                  alleging the violation of any applicable Environmental Laws
                  or, as of the Effective Date, Governmental Authority
                  procurement Laws, which would reasonably be likely to give
                  rise to a Material Adverse Effect.

Investigations. None of the operations of any Covered Person are the subject of
                  investigation by any Governmental Authority regarding the
                  improper transportation, storage, disposal, generation or
                  release into the environment of any Hazardous Material or, as

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                  of the Effective Date, violation of any applicable
                  Governmental Authority procurement Law, the results of which
                  have or are reasonably likely to have a Material Adverse
                  Effect or reduce materially the value of the Collateral.

Notices and Reports Regarding Hazardous Materials. No notice or report under any
                  Environmental Law indicating a past or present spill or
                  release into the environment of any Hazardous Material has
                  been filed within the four years ending on the Execution Date,
                  or as of the Effective Date is required to be filed, by any
                  Covered Person.

Hazardous Materials on Real Property. No Covered Person has at any time, and to
                  Borrower's knowledge, no other Person has at any time during
                  any Covered Person's occupancy of such real property,
                  transported, stored, disposed of, generated or released any
                  Hazardous Material on the surface, below the surface, or
                  within the boundaries of any real property owned or operated
                  by such Covered Person or any improvements thereon in
                  violation of applicable Law which could reasonably be likely
                  to have a Material Adverse Effect. No property of any Covered
                  Person is subject to a Security Interest in favor of any
                  Governmental Authority for any liability under any
                  Environmental Law or damages arising from or costs incurred by
                  such Governmental Authority in response to a spill or release
                  of Hazardous Material into the environment.

Environmental Property Transfer Acts. No environmental property transfer acts
                  are applicable to the transactions contemplated by this
                  Agreement and each Covered Person has provided all notices and
                  obtained all necessary environmental permit transfers and
                  consents, if any, required in order to consummate the
                  transactions contemplated by this Agreement or the Acquisition
                  Documents, to perfect Administrative Agent's Security
                  Interests for the benefit of Lenders and to operate such
                  Covered Person's business as presently or proposed to be
                  operated.

Other Names. Except for GTSI's former name "Government Technology Services,
         Inc." and as otherwise disclosed in writing to Administrative Agent
         from time to time with no less than thirty (30) days prior written
         notice to Administrative Agent (i) no Covered Person has used any name
         other than the full name which identifies such Covered Person in this
         Agreement, and (ii) the only trade name or style under which a Covered
         Person sells Inventory or creates Accounts, or to which instruments in
         payment of Accounts are made payable, is the name which identifies such
         Covered Person in this Agreement.

Prior Transactions. From June 30, 1998 to the Effective Date, and thereafter
         except as otherwise permitted hereunder, no Covered Person has been a
         party to any merger or consolidation, or acquired all or substantially
         all of the assets of any Person.

Capitalization. Borrower's authorized capital stock, partnership interests and
         membership interests and, as of the Effective Date, issued and
         outstanding capital stock, partnership interests and membership
         interests is as described in section 0 of the Disclosure Schedule, and
         all issued and outstanding shares, partnership interests and membership
         interests of each Covered Person are validly issued and outstanding,
         fully paid and non-assessable.

Solvency. Borrower and each Covered Person is Solvent prior to and after giving
         effect to, the making of each Advance and after giving effect to the
         contribution provisions of Section 0.

Projections. As of the Effective Date with respect to the projections of
         Borrower's financial condition, results of operations, and cash flow
         for the period through June 30, 2004 (a copy of which have been

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<PAGE>

         delivered to Administrative Agent), and thereafter with respect to the
         annual projections required to be delivered to Administrative Agent by
         Borrower pursuant to Section 0, represent when delivered hereunder
         Borrower's good faith best estimate of Borrower's future financial
         performance for the periods set forth therein, and (ii) such
         projections have been prepared on the basis of the assumptions set
         forth therein, which Borrower believes are fair and reasonable in light
         of current and reasonably foreseeable business conditions.

Financial Statements. The Financial Statements are complete and correct in all
         material respects, have been prepared in accordance with GAAP, and
         fairly reflect the financial condition, results of operations and cash
         flows of the Persons covered thereby as of the dates and for the
         periods stated therein subject to, in the case of Interim Financial
         Statements, the absence of footnotes and normal year-end adjustments.

No Change in Condition. From June 30, 2003 to the Effective Date there has been
         no change which has or is reasonably likely to have a Material Adverse
         Effect.

No Defaults. No Covered Person has breached or violated or has defaulted under
         any Material Agreement, or has defaulted with respect to any Material
         Obligation of such Covered Person which such breach or default has
         continued beyond any cure periods set forth in the applicable
         underlying agreements.

Investments. No Covered Person has any Investments in other Persons except
         existing Permitted Investments.

Indebtedness. No Covered Person has any Indebtedness except existing Permitted
         Indebtedness.

Indirect Obligations. No Covered Person has any Indirect Obligations except
         existing Permitted Indirect Obligations.

Encumbrances. None of the real property purported to be owned by a Covered
         Person is subject to any Encumbrances except Permitted Encumbrances.

Operating Leases. No Covered Person has an interest as lessee under any
         Operating Leases other than Operating Leases entered into in the
         ordinary course of business and on an arm's-length basis, which in the
         aggregate, do not have rental payments in excess of $5,000,000, for the
         preceding twelve-month period.

Capital Leases. No Covered Person has an interest as a lessee under any Capital
         Leases other than Capital Leases that constitute Permitted
         Indebtedness.

Other Creditor Indebtedness; Intercreditor Documents. As of the Effective Date,
         there is no breach or default with respect to the Other Creditor
         Indebtedness, thereafter there is no breach or default with respect to
         the Other Creditor Indebtedness that would be an Event of Default
         pursuant to Section 0 and the Other Creditor Indebtedness has been
         incurred in accordance with the terms and conditions of this Agreement.

Tax Liabilities; Governmental Charges. Each Covered Person has filed or caused
         to be filed all tax reports and returns required to be filed by it with
         any Governmental Authority, except where extensions have been properly
         obtained. Each Covered Person has paid or made adequate provision for
         payment of all Taxes of such Covered Person, except Taxes which are
         being diligently contested in good faith by appropriate proceedings and
         as to which such Covered Person has established adequate reserves in
         conformity with GAAP. No Security Interest for any such Taxes has been

                                       60
<PAGE>

         filed and no claims are being asserted with respect to any such Taxes
         which, if adversely determined, has or is reasonably likely to have a
         Material Adverse Effect. There are no material unresolved issues
         concerning any liability of a Covered Person for any Taxes which, if
         adversely determined, has or is reasonably likely to have a Material
         Adverse Effect.

Pension Benefit Plans. All Pension Benefit Plans maintained by each Covered
         Person or an ERISA Affiliate of such Covered Person qualify under Code
         Section 401 and are in compliance with the provisions of ERISA, except
         when the failure to comply has not or could not be reasonably likely to
         have a Material Adverse Effect. Except with respect to events or
         occurrences which do not have and are not reasonably likely to have a
         Material Adverse Effect:

Prohibited Transactions. None of such Pension Benefit Plans has participated in,
                  engaged in or been a party to any non-exempt Prohibited
                  Transaction as defined in ERISA or the Code, and no officer,
                  director or employee of such Covered Person or of an ERISA
                  Affiliate of such Covered Person has committed a breach of any
                  of the responsibilities or obligations imposed upon
                  fiduciaries by Title I of ERISA.

Claims. There are no claims, pending or threatened, involving any such Pension
                  Benefit Plan by a current or former employee (or beneficiary
                  thereof) of such Covered Person or ERISA Affiliate of such
                  Covered Person, nor is there any reasonable basis to
                  anticipate any claims involving any such Pension Benefit Plan
                  which would likely be successfully maintained against such
                  Covered Person or such ERISA Affiliate.

Reporting and Disclosure Requirements. There are no violations of any reporting
                  or disclosure requirements with respect to any such Pension
                  Benefit Plan and none of such Pension Benefit Plans has
                  violated any applicable Law, including ERISA and the Code.

Accumulated Funding Deficiency. No such Pension Benefit Plan has (i) incurred an
                  accumulated funding deficiency (within the meaning of Code
                  Section 412(a)), whether or not waived; (ii) been a Pension
                  Benefit Plan with respect to which a Reportable Event (to the
                  extent that the reporting of such events to the PBGC within
                  thirty days of the occurrence has not been waived) has
                  occurred and is continuing; or (iii) been a Pension Benefit
                  Plan with respect to which there exist conditions or events
                  which have occurred that present a significant risk of
                  termination of such Pension Benefit Plan by the PBGC.

Multi-employer Plan. All Multi-employer Plans to which any Covered Person
                  contributes or is obligated to contribute are listed in
                  section 0 of the Disclosure Schedule. No Covered Person or
                  ERISA Affiliate of such Covered Person has received notice
                  that any such Multi-employer Plan is in reorganization or has
                  been terminated within the meaning of Title IV of ERISA, and
                  no such Multi-employer Plan is reasonably expected to be in
                  reorganization or to be terminated within the meaning of Title
                  IV of ERISA.

Welfare Benefit Plans. No Covered Person or ERISA Affiliate of any Covered
         Person maintains a Welfare Benefit Plan that has a liability which, if
         enforced or collected, has or is reasonably likely to have a Material
         Adverse Effect. Each Covered Person and each ERISA Affiliate of any
         Covered Person has complied in all respects with the applicable
         requirements of Code Section 4980B pertaining to continuation coverage
         as mandated by COBRA, except any failure that does not have or is
         reasonably likely not to have a Material Adverse Effect.

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<PAGE>

Retiree  Benefits. No Covered Person or ERISA Affiliate of such Covered Person
         has an obligation to provide any Person with any medical, life
         insurance, or similar benefit following such Person's retirement or
         termination of employment (or to such Person's beneficiary subsequent
         to such Person's death) other than (i) such benefits provided to
         Persons at such Person's sole expense and (ii) obligations under COBRA.

Distributions. Except as permitted hereunder or disclosed in Section 0 of the
         Disclosure Schedule, no Distribution (as defined in Section 0) has on
         or after June 30, 2003 been declared, paid or made upon or in respect
         of any capital stock or other securities of Borrower.

Real Property. Except as otherwise permitted hereunder, including under Section
         0, Section 0 of the Disclosure Schedule contains a correct and complete
         list of (i) the street addresses and a general description of all real
         property owned by each Covered Person, and (ii) a list of all leases,
         subleases, and licenses of real property by each Covered Person, with
         such Covered Person identified for each as the lessee, sublessee,
         licensee, lessor, sublessor, or licensor, as is the case, together with
         the street addresses and a general description of the real property
         involved and the names and addresses of the other parties to such
         leases, subleases, and licenses. Each of such leases, subleases, and
         licenses is valid and enforceable in accordance with its terms and is
         in full force and effect, and no default by such Covered Person, or to
         Borrower's knowledge, any other party to any such lease, sublease, or
         license exists which will or is reasonably likely to result in a
         Material Adverse Effect.

State of Collateral and other Property. Each Covered Person has good and
         marketable or merchantable title to all real and personal property
         purported to be owned by it or reflected in the Financial Statements,
         except for real or personal property sold or leased after June 30, 2003
         as permitted by and in accordance with the terms of the Loan Documents.
         There are no Security Interests on any of the property purported to be
         owned by any Covered Person, including the Collateral, except Permitted
         Security Interests. Without limiting the generality of the foregoing:

Accounts. With respect to each Account scheduled, listed or referred to in
                  reports submitted by any Covered Person to Administrative
                  Agent pursuant to the Loan Documents, except as disclosed
                  therein or with respect to Accounts of not more than $100,000
                  in the aggregate: (i) the Account arose from a bona fide
                  transaction completed in accordance with the terms of any
                  documents governing such transaction; (ii) the Account is not
                  evidenced by a judgment and there is no material dispute
                  respecting it; (iii) the amount of the Account as shown on the
                  applicable Covered Person's books and records and all invoices
                  and statements which may be delivered to Administrative Agent
                  with respect thereto are owing to the applicable Covered
                  Person and are not in any way contingent; (iv) there are no
                  known set-offs, counterclaims or disputes existing or asserted
                  with respect to the Account and the applicable Covered Person
                  has not made any agreement with any Account Debtor for any
                  deduction therefrom except a discount or allowance allowed by
                  the applicable Covered Person in the ordinary course of its
                  business for prompt payment; (v) there are no facts, events or
                  occurrences which in any way materially impair the validity or
                  enforcement of the Account or materially reduce the amount
                  payable thereunder as shown on the applicable Covered Person's
                  books and records and all invoices and statements delivered to
                  Administrative Agent with respect thereto; (vi) the Account is
                  assignable; (vii) the Account arose in the ordinary course of
                  the applicable Covered Person's business; (viii) to such
                  Covered Person's knowledge, the Account Debtor with respect to
                  the Account has the capacity to contract; (ix) the services
                  furnished, goods sold or goods leased giving rise to the
                  Account are not subject to any Security Interest except the

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                  perfected Security Interest granted to Administrative Agent
                  hereunder for the benefit of Lenders and Permitted Security
                  Interests; (x) there are no proceedings or actions which are
                  pending or, to Borrower's knowledge, threatened against the
                  Account Debtor with respect to the Account; and (xi) no
                  payments have been or will be made on the Account except
                  payments promptly delivered to the Blocked Accounts at the
                  financial institutions as provided in this Agreement.

Inventory. With respect to Inventory of Borrower: (i) such Inventory (except for
                  Inventory in transit or in the possession of such Covered
                  Person's customers) is located at one or another of the
                  premises listed in section 0 of the Disclosure Schedule as
                  being a location of such Borrower's Inventory; (ii) the
                  applicable Covered Person has good and merchantable title to
                  such Inventory or a good and valid leasehold interest as
                  lessee to such Inventory, subject to no Security Interest
                  whatsoever except for the perfected Security Interest granted
                  to Administrative Agent hereunder for the benefit of Lenders
                  and Permitted Security Interests; (iii) such Inventory is of
                  good and merchantable quality, free from any known material
                  defects; (iv) Borrower now keeps and will keep correct and
                  accurate records itemizing and describing the kind, type,
                  quality and quantity of Inventory, Borrower's cost therefor
                  and the selling price thereof or the rental/lease rate
                  thereof, the daily withdrawals therefrom and the additions
                  thereto; (v) except as may be permitted by Section 13.12.2,
                  Inventory that is not rented or leased will not be stored with
                  a bailee, repairman, warehouseman or similar party without
                  Administrative Agent's prior written consent, and if
                  Administrative Agent consents (which such consent shall not be
                  unreasonably withheld or delayed), Borrower will, concurrently
                  with delivery to such party, cause any such party to issue and
                  deliver to Administrative Agent, in form acceptable to
                  Administrative Agent, warehouse receipts, in Administrative
                  Agent's name evidencing the storage of such Inventory, and
                  waivers of warehouseman's liens in favor of Administrative
                  Agent; (vi) Borrower will timely pay or cause to be timely
                  paid all taxes, rents, business taxes, and other charges
                  relating to the premises where the Inventory is located which
                  Borrower is contractually or legally obligated to pay except
                  those amounts which Borrower is diligently contesting in good
                  faith by appropriate proceedings provided Borrower has
                  established adequate reserves therefor in accordance with GAAP
                  and no Event of Default has occurred and is continuing or no
                  Event of Default would reasonably be likely to occur as a
                  result thereof; (vii) except as may be permitted in Section
                  13.12.2, a landlord consent of the type described in Section
                  8.1, satisfactory to Administrative Agent, has been obtained
                  for each location in which Borrower keeps Inventory; and
                  (viii) the sale, lease or other disposition of such Inventory
                  by Administrative Agent or Lenders following an Event of
                  Default shall not require the consent of any Person and shall
                  not constitute a breach or default under any contract or
                  agreement to which any Covered Person is a party or to which
                  the Inventory is subject.

Equipment. With respect to each Covered Person's owned equipment: (i) such
                  Covered Person has good and marketable title thereto; (ii)
                  none of such equipment is subject to any Security Interests
                  except for the perfected Security Interest granted to
                  Administrative Agent for the benefit of Lenders and Permitted
                  Security Interests; (iii) such equipment (except as otherwise
                  permitted hereunder and for equipment in transit) is located
                  at one or another of the premises listed on Section 0 of the
                  Disclosure Schedule as a location of such Covered Person's
                  equipment. With respect to such Covered Person's equipment
                  such equipment is of good and merchantable quality, free from
                  any material defects, ordinary wear and tear and damage by
                  acts of God excepted.

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Intellectual Property. With respect to the Intellectual Property of the Covered
                  Persons: (i) section 0 of the Disclosure Schedule contains a
                  complete and correct list of all of each Covered Person's
                  Intellectual Property, (ii) the Covered Person listed on the
                  Disclosure Schedule as the owner thereof owns all right, title
                  and interest in, under and to such Intellectual Property,
                  subject to no licenses or any interest therein or other
                  agreements relating thereto, except for the Intellectual
                  Property Assignments; (iii) none of such Intellectual Property
                  is subject to any pending or, to such Covered Person's
                  knowledge, threatened challenge; (iv) to the knowledge of such
                  Covered Person, such Covered Person has not committed any
                  patent, trademark, trade name, service mark or copyright
                  infringement, and the present conduct of such Covered Person's
                  business does not infringe any patents, trademarks, trade name
                  rights, service marks, copyrights, publication rights, trade
                  secrets or other proprietary rights of any Person; and (v)
                  there are no claims or demands of any Person pertaining to, or
                  any proceedings which are pending or, to the knowledge of such
                  Covered Person, threatened, which challenge such Covered
                  Person's rights in respect of any proprietary or confidential
                  information or trade secrets used in the conduct of such
                  Covered Person's business which are reasonably likely to have
                  a Material Adverse Effect.

Documents, Instruments and Chattel Paper. All documents, instruments and chattel
                  paper describing, evidencing or constituting Collateral, and
                  all signatures and endorsements thereon by a Covered Person
                  are complete, valid, and genuine, and all goods evidenced by
                  such documents, instruments and chattel paper are owned by a
                  Covered Person free and clear of all Security Interests other
                  than Security Interests granted to Administrative Agent
                  hereunder for the benefit of Lenders and Permitted Security
                  Interests.

Chief Place of Business; Locations of Collateral.  As of the Execution Date,

the chief executive office and principal place of business of each Covered
                  Person is identified in section 0 of the Disclosure Schedule
                  and the location of the books and records of each Covered
                  Person, and all of such Covered Person's chattel paper and all
                  records of Accounts, are located only at the places listed and
                  so identified in section 0 of the Disclosure Schedule;

the States in which any Covered Person is qualified to conduct its business and
                  the respective counties within such States and the Canadian
                  Provinces and other foreign jurisdictions in which any Covered
                  Person conducts its business are listed and so identified in
                  section 0 of the Disclosure Schedule; and

all of the Inventory is located at the locations listed in section 0 of the
                  Disclosure Schedule; all office furniture and equipment is
                  located at the locations listed in section 0 of the Disclosure
                  Schedule.

[Intentionally Omitted].

No Negative Pledges. Except as set forth in section 0 of the Disclosure Schedule
         and for the Loan Documents and Intercreditor Agreements, no Covered
         Person is a party to or bound by any Contract which prohibits the
         creation or existence of any Security Interest upon or assignment or
         conveyance of any of the Collateral (regardless of type or nature) of
         any Covered Person.

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Security Documents.

Security Agreements. Each Security Agreement is effective to grant to
                  Administrative Agent for the pro-rata benefit of Lenders an
                  enforceable Security Interest in the Personal Property
                  Collateral described therein. Upon appropriate filing (as to
                  all Personal Property Collateral in which a Security Interest
                  may be perfected under the applicable State's UCC by filing a
                  financing statement or statements) or Administrative Agent's
                  taking possession (as to items of the Personal Property
                  Collateral of which a secured party must take possession to
                  perfect a Security Interest under the applicable State's UCC)
                  or Administrative Agent's taking control (as to the items of
                  the Personal Property Collateral of which a secured party must
                  take control to perfect a Security Interest under the
                  applicable State's UCC), Administrative Agent will have a
                  fully perfected Security Interest in the Personal Property
                  Collateral described in each Security Agreement, subject only
                  to Permitted Security Interests affecting such Personal
                  Property Collateral.

Collateral Assignments.

Blocked Account Agreements. The Blocked Account Agreements are effective to
                           grant to Administrative Agent for the benefit of
                           Lenders an enforceable first priority Security
                           Interest in the Blocked Accounts.

Intellectual Property Assignments. Each Intellectual Property Assignment is
                           effective to grant to Administrative Agent for the
                           benefit of Lenders an enforceable first priority
                           Security Interest in all the Intellectual Property
                           described therein, subject only to Permitted Security
                           Interests affecting such Intellectual Property.

Acquisition Documents Assignment. Each Acquisition Documents Assignment, if any,
                           is effective to grant to Administrative Agent for the
                           benefit of Lenders an enforceable first priority
                           Security Interest in and lien on all of Borrower's
                           rights, remedies, claims and interests under the
                           Acquisition Documents covered thereby.

Pledge Agreement. Each Pledge Agreement is effective to grant to Administrative
                           Agent for the benefit of Lenders an enforceable first
                           priority Security Interest in all the stock,
                           membership interests, and other securities described
                           therein.

S Corporation. There is no election for any Covered Person in effect under Code
         Section 1362(a) to be treated as an S Corporation as defined in Code
         Section 1361(a).

Subsidiaries and Affiliates. As of the Effective Date, Borrower has no
         Subsidiaries and has no Affiliates who are not individuals, except
         those Persons listed in section 0 of the Disclosure Schedule.

Bank Accounts and Lockboxes. No Covered Person has any bank account or lockbox
         other than the bank accounts and Lockboxes allowed or required
         hereunder. All bank accounts maintained by any Covered Person with any
         bank or other financial institution are described in section 0 of the
         Disclosure Schedule.

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Margin Stock. No Covered Person is engaged or will engage, principally or as one
         of its important activities, in the business of extending credit for
         the purpose of purchasing or carrying margin stock (within the meaning
         of Regulation U), and no part of the proceeds of any Advance will be
         used by any Covered Person to purchase or carry any such margin stock
         or to extend credit to others for the purpose of purchasing or carrying
         any such margin stock or for any purpose which violates, or which would
         be inconsistent with, the provisions of Regulation U. None of the
         transactions contemplated by any of the Loan Documents or any of the
         Acquisition Documents will violate Regulations T, U or X.

Tax Matters. Borrower does not intend to treat the Loans or Letters of Credit
         and related transactions as being a "reportable transaction" (within
         the meaning of Treasury Regulation Section 1.6011-4).

Investment Company Act, Etc. No Covered Person is an investment company
         registered or required to be registered under the Investment Company
         Act of 1940, or a company controlled (within the meaning of such
         Investment Company Act) by such 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. No Covered Person is subject to regulation under the Public
         Utility Holding Company Act of 1935, the Federal Power Act, the
         Interstate Commerce Act or any other Law limiting or regulating its
         ability to incur Indebtedness for money borrowed.

No Material Misstatements or Omissions. Neither the Loan Documents, any of the
         Financial Statements nor any statement, list, certificate or other
         information furnished or to be furnished by Borrower or any other
         Covered Person to Administrative Agent or Lenders in connection with
         the Loan Documents or any of the transactions contemplated thereby
         contains any untrue statement of a material fact, or omits to state a
         material fact necessary to make the statements therein not misleading.
         Borrower has disclosed to Administrative Agent and Lenders everything
         regarding the business, operations, property, financial condition, and
         the prospective operations, financial condition or assets of itself and
         every Covered Person that has or is reasonably likely to have a
         Material Adverse Effect.

Filings. All registration statements, reports, proxy statements and other
         documents, if any, required to be filed by Borrower with the Securities
         and Exchange Commission pursuant to the Securities Act of 1933, as
         amended, and the Securities Exchange Act of 1934, as amended, have been
         filed, and such filings, when made, shall be complete and accurate in
         all material respects and contain no untrue statements of material fact
         or omit to state any material facts required to be stated therein or
         necessary in order to make the statements therein not misleading.

Broker's Fees. No broker or finder is entitled to compensation for services
         rendered with respect to the transactions contemplated by this
         Agreement.

Eligibility of Collateral. Each Account which Borrower, expressly or by
         implication, requests Administrative Agent to classify as an Eligible
         Account will, as of the time when such request is made, conform in all
         respects to the requirements of such classification set forth in the
         definition of Eligible Accounts herein.

Loans to Shareholders. As of the Effective Date, there are no outstanding loans,
         advances that have been made or commitments to make loans or advances
         to any shareholder of any Borrower by any Borrower, nor has any
         shareholder of any Borrower incurred any Indebtedness to any Borrower.

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Lease Transaction Accounting. Section 0 of the Disclosure Schedule contains a
         true and correct description of the accounting methodology applied by
         Borrower and any other Covered Person in the preparation of their
         respective Financial Statements with respect to all transactions in
         which Inventory is leased or rented to a Person, including the
         treatment of transactions in which Borrower or a Covered Person has
         sold or assigned to a third Person any leases between it and any
         Governmental Authority or other Person pursuant to which such Borrower
         or Covered Person will act as a servicer, collection agent or otherwise
         in any manner remit or turn over any amounts to any third Person under
         such leases that have been sold or assigned ("Lease Servicing").


Modification and Survival of Representations. Borrower may, at any time, after
the initial Advances are made, propose to Lenders in writing to modify the
Representations and Warranties in Section 0, and any other Representation or
Warranty made in any certificate, report, opinion or other document delivered by
Borrower pursuant to the Loan Documents. If the proposed modifications are
satisfactory to the Required Lenders as evidenced by their written assent
thereto, such Representations and Warranties shall be deemed and treated as so
modified. If such proposed modifications are not satisfactory to the Required
Lenders, such proposed modifications shall not be deemed or treated as modifying
such Representations and Warranties. All Representations and Warranties, as made
or deemed made as of a particular time, shall survive execution of each of the
Loan Documents and the making of every Advance, and until all of the Loan
Obligations are fully and indefeasibly paid in cash, no Letters of Credit are
outstanding and the Letter of Credit Exposure is irreversibly zero and the
Facilities are terminated. All Representations and Warranties may be relied upon
by Administrative Agent and Lenders as being true and correct as of the date
when made or deemed made giving effect to the Exceptions. Notwithstanding
anything in this Agreement or the other Loan Documents to the contrary, for all
purposes of this Agreement and the other Loan Documents, any reference to the
Representations and Warranties shall be deemed to mean such Representations and
Warranties giving effect to (i) such modifications to the Representations and
Warranties assented to in writing by Administrative Agent or the Required
Lenders as contemplated or permitted by this Agreement and (ii) for those
Representations and Warranties that address matters only as of a particular date
they shall be true and correct as of such date.

Affirmative Covenants. Borrower covenants and agrees that, until all of the Loan
Obligations are fully and indefeasibly paid in cash no, Letters of Credit are
outstanding and the Letter of Credit Exposure is irreversibly zero and the
Facilities are terminated, Borrower shall do, and Borrower shall cause each
other Borrower and each other Covered Person to do, the following:

Use of Proceeds. The proceeds of Swingline Advances, Interim Floorplan Loan
         Advances, the initial and subsequent Floorplan Loan Advances and the
         initial and subsequent Revolving Loan Advances shall be used solely to
         repay the existing Indebtedness of GTSI to GECDF and such other
         Indebtedness as is listed on Exhibit 0, to fund working capital,
         purchase Inventory, and for general corporate purposes.

Corporate Existence. Each Covered Person shall maintain its existence in good
         standing and shall maintain in good standing its right to transact
         business in those states in which it is now or hereafter doing
         business, except where the failure to so qualify will not have and will
         not be reasonably likely to have a Material Adverse Effect. Each
         Covered Person shall obtain and maintain all Material Licenses for such
         Covered Person.

Maintenance of Property and Leases. Each Covered Person shall maintain in good
         condition and working order (ordinary wear and tear and damage by acts
         of God excepted), and repair and replace as required, all buildings,
         equipment, machinery, fixtures, Inventory, and other real and personal
         property owned or leased by such Covered Person whose useful economic

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         life has not elapsed and which is necessary for the ordinary conduct of
         the business of such Covered Person, except where failure to do so does
         not have or reasonably will likely not have a Material Adverse Effect.
         Each Covered Person shall maintain in good standing and free of
         defaults all of its leases of buildings, equipment, machinery,
         fixtures, Inventory, and other real and personal property whose useful
         economic life has not elapsed and which is necessary for the ordinary
         conduct of the business of such Covered Person, except where the
         failure to be in good standing or free of default would not reasonably
         be likely to give rise to a Material Adverse Effect. No Covered Person
         shall permit any of its equipment, Inventory, or other property to
         become a fixture to real property or an accession to other personal
         property unless Administrative Agent has a valid, perfected and first
         priority Security Interest for the benefit of Lenders in such real or
         personal property.

Inventory. Each Covered Person shall keep its Inventory and Equipment, taken as
         a whole, in good and merchantable condition (subject to ordinary wear
         and tear) at its own expense and shall hold such Inventory for sale or
         lease, or to be furnished in connection with the rendition of services,
         in the ordinary course of such Covered Person's business, on terms
         which do not include bill-and-hold, guarantied sale, sale and return,
         sale on approval, consignment or similar repurchase or return terms,
         except for sales to Governmental Authorities involving, in the Covered
         Person's ordinary course of business, bill-and-hold terms and return
         terms described in Section 0, or as otherwise permitted herein.

Insurance. Each Covered Person shall at all times keep insured or cause to be
         kept insured, in insurance companies having a rating of at least "A-"
         by Best's Rating Service, all property owned by it of a character
         usually insured by others carrying on businesses similar to that of
         such Covered Person in such manner and to such extent and covering such
         risks as such properties are usually insured. Except for Inventory that
         is in-transit (which Inventory shall be insured adequately, consistent
         with past practices of Borrower, against Borrower's risk-of-loss while
         such Inventory is in-transit) and Inventory that has been drop-shipped
         at a customer location, at all times, all Inventory shall be insured
         for full replacement value. Each Covered Person shall timely pay all
         premiums for such insurance. Each Covered Person shall at all times
         carry insurance, in insurance companies having a rating of at least
         "A-" by Best's Rating Service, against liability on account of damage
         to persons or property (including product liability insurance and
         insurance required under all Laws pertaining to workers' compensation)
         and covering all other liabilities common to such Covered Person's
         business, in such manner and to such extent as such coverage is usually
         carried by others conducting businesses similar to that of such Covered
         Person. At all times, Borrower shall maintain replacement value
         insurance for all Collateral on any ocean, waterway, interstate,
         highway, or other public way. All policies of liability insurance
         maintained hereunder shall name Administrative Agent as an additional
         insured for the benefit of Lenders; all policies of property insurance
         maintained hereunder with respect to the Collateral shall reflect
         Administrative Agent's interest therein as a loss payee on an Acord #27
         form for the benefit of Lenders. Administrative Agent is authorized,
         but not obligated, as the attorney-in-fact for Borrower, and every
         other Covered Person and for the benefit of Lenders, (i) prior to the
         occurrence and during the continuance of an Event of Default, with
         Borrower's consent (which consent shall not be unreasonably withheld),
         and during the continuance of an Event of Default, without Borrower's
         or any other Covered Person's consent, to adjust and compromise
         proceeds payable under such policies of insurance, (ii) to collect,
         receive and give receipts for such proceeds in the name of Borrower or
         any other Covered Person, Administrative Agent and Lenders, and (iii)
         to endorse Borrower or any other Covered Person's name upon any
         instrument in payment thereof. Such power granted to Administrative
         Agent shall be deemed coupled with an interest and shall be irrevocable
         (until all of the Loan Obligations are fully and indefeasibly paid in
         cash and the Facilities have terminated) as set forth in Section 0. All

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         policies of insurance maintained hereunder shall contain a clause
         providing that such policies may not be canceled, reduced in coverage
         or otherwise modified without 30 days' prior written notice to
         Administrative Agent. Borrower and Administrative Agent acknowledge
         that the intent of this provision is to provide continuous and adequate
         insurance coverage against loss of the Collateral while any Loan
         Obligations are outstanding and to obtain such insurance company's
         agreement to notify Administrative Agent of any actions which threaten
         such coverage. Provided that Administrative Agent receives evidence
         that its interests in the Collateral are adequately protected as
         required herein, Administrative Agent shall use commercially reasonable
         efforts to review and respond promptly to the reasonable requests of
         Borrower with respect to modifications it desires to make in its
         insurance coverage. Borrower shall or shall cause any other Covered
         Person upon request of Administrative Agent at any time to furnish to
         Administrative Agent updated evidence of insurance (in the form
         required as a condition to Administrative Agent's lending hereunder)
         for such insurance.

Payment of Taxes and Other Obligations. Each Covered Person shall promptly pay
         and discharge or cause to be paid and discharged, as and when due, any
         and all income taxes, federal or otherwise, lawfully assessed and
         imposed upon it, and any and all lawful taxes, rates, levies, and
         assessments whatsoever upon its properties and every part thereof, or
         upon the income or profits therefrom and all claims of materialmen,
         mechanics, carriers, warehousemen, landlords and other like Persons for
         labor, materials, supplies, storage or other items or services which if
         unpaid might be or become a Security Interest or charge upon any of its
         property; provided, however, that a Covered Person may diligently
         contest in good faith by appropriate proceedings the validity of any
         such taxes, rates, levies, or assessments and claims, provided such
         Covered Person has established adequate reserves therefor in conformity
         with GAAP on the books of such Covered Person, and no Security
         Interest, other than a Permitted Security Interest, results from such
         non-payment.

Compliance With Laws. Each Covered Person shall comply with all Material Laws.
         Without limiting the generality of the foregoing:

Environmental Laws. Each Covered Person shall comply and shall use commercially
                  reasonable efforts to ensure compliance by all of its tenants,
                  subtenants and other occupants, if any, with all Environmental
                  Laws, any of which if not so complied with will or is
                  reasonably likely to have a Material Adverse Effect.

Pension Benefit Plans. Each Covered Person and each ERISA Affiliate of such
                  Covered Person shall at all times make prompt payments or
                  contributions to meet the minimum funding standards under
                  ERISA and the Code with respect to any Pension Benefit Plan
                  maintained by such Covered Person or such ERISA Affiliate, and
                  shall comply with all reporting and disclosure requirements
                  and all provisions of the Code and ERISA applicable to any
                  Pension Benefit Plan maintained by such Covered Person or such
                  ERISA Affiliate.

Governmental Authority Procurement Regulations. Borrower shall at all times
                  comply and shall use commercially reasonable efforts to ensure
                  compliance by each Covered Person with all Laws relating to
                  Governmental Authority procurement, any of which if not so
                  complied with will or is reasonably likely to have a Material
                  Adverse Effect.

Discovery and Clean-up of Hazardous Material. Upon any Covered Person receiving
         notice of any violation of Environmental Laws or any similar notice
         described in Section 0, or upon any Covered Person otherwise
         discovering Hazardous Material on any property owned or leased by such
         Covered Person which is in violation of, or which would result in

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         liability under, any Environmental Law, the violation of which or which
         liability will or is reasonably likely to have a Material Adverse
         Effect, Borrower shall: (i) promptly take such acts as may be necessary
         to prevent danger or harm to the property or any Person therein as a
         result of such Hazardous Material; (ii) at the reasonable request of
         Administrative Agent, and at Borrower's sole cost and expense, obtain
         and deliver to Administrative Agent promptly, but in no event later
         than 90 days after such request, a then currently dated environmental
         assessment of the property certified to Administrative Agent and any
         future holder of the Loan Obligations, a proposed plan for responding
         to any environmental problems described in such assessment, and an
         estimate of the costs thereof; and (iii) take all necessary steps to
         initiate and expeditiously complete all removal, remedial, response,
         corrective and other action to eliminate any such environmental
         problems, and keep Administrative Agent informed of such actions and
         the results thereof.

Termination of Pension Benefit Plan. No Covered Person or ERISA Affiliate of
         such Covered Person shall terminate or amend any Pension Benefit Plan
         maintained by such Covered Person or such ERISA Affiliate if such
         termination or amendment would result in any liability to such Covered
         Person or such ERISA Affiliate under ERISA or any increase in current
         liability for the plan year for which such Covered Person or such ERISA
         Affiliate is required to provide security to such Pension Benefit Plan
         under the Code.

Notice to Administrative Agent and Lenders of Material Events. Borrower shall,
         promptly upon any Responsible Officer of Borrower obtaining knowledge
         or notice thereof, give notice to Administrative Agent and each Lender
         of (i) any breach of any of the covenants in Sections 0, 0, or 0; (ii)
         any Default or Event of Default; (iii) the commencement of any Material
         Proceeding; and (iv) any loss of or damage to any assets of a Covered
         Person or the commencement of any proceeding for the condemnation or
         other taking of any of the assets of a Covered Person, if such loss,
         damage or proceeding has or is reasonably likely to have a Material
         Adverse Effect, whether or not Insurance Proceeds are likely to be
         payable as a consequence of such loss, damage or proceeding. In
         addition,

Borrower shall furnish to Administrative Agent from time to time all information
                  which Administrative Agent reasonably requests with respect to
                  the status of any Material Proceeding.

Borrower shall furnish to Administrative Agent from time to time all information
                  which Administrative Agent reasonably requests with respect to
                  any Pension Benefit Plan established by a Covered Person or an
                  ERISA Affiliate of any Covered Person.

Borrower shall deliver notice to Administrative Agent of the establishment of
                  any Pension Benefit Plan by a Covered Person or an ERISA
                  Affiliate of such Covered Person.

Borrower shall promptly inform Administrative Agent of its receipt of, and
                  deliver to Administrative Agent a copy of, any (i) notice that
                  any violation of any Environmental Law or Employment Law may
                  have been committed or is about to be committed by any Covered
                  Person that has or which would reasonably be likely to have a
                  Material Adverse Effect, (ii) notice that any administrative
                  or judicial complaint or order has been filed or is about to
                  be filed against any Covered Person alleging violations of any
                  Environmental Law or Employment Law or requiring such Covered
                  Person to take any action in connection with the release of
                  any Hazardous Material into the environment, which has or
                  would reasonably be likely to have a Material Adverse Effect,
                  (iii) notice from a Governmental Authority or private party
                  alleging that a Covered Person may be liable or responsible
                  for costs associated with a response to or cleanup of a
                  release of Hazardous Material into the environment or any

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                  damages caused thereby, which has or would reasonably be
                  likely to have a Material Adverse Effect, (iv) notice that a
                  Covered Person is subject to federal, state or local
                  investigation regarding the improper transportation, storage,
                  disposal, generation or release into the environment of any
                  Hazardous Material which has or would reasonably be expected
                  to have a Material Adverse Effect, or (v) notice that any
                  properties or assets of a Covered Person are subject to a
                  Security Interest in favor of any Governmental Authority for
                  any liability under any Environmental Law or damages arising
                  from or costs incurred by such Governmental Authority in
                  response to a release of Hazardous Material into the
                  environment.

Borrower shall deliver to Administrative Agent notice of each of the following
                  events promptly after they occur: (i) the failure of any
                  Covered Person or ERISA Affiliate of such Covered Person to
                  make any required installment or any other required payment to
                  any Pension Benefit Plan in sufficient amount to comply with
                  ERISA and the Code on or before the due date for such
                  installment or payment; (ii) the occurrence of any Reportable
                  Event, or a prohibited transaction or accumulated funding
                  deficiency (as those terms are defined in ERISA), with respect
                  to any Pension Benefit Plan maintained or contributed to by a
                  Covered Person or an ERISA Affiliate of such Covered Person;
                  (iii) receipt by a Covered Person or ERISA Affiliate of such
                  Covered Person of any notice from a Multi-employer Plan
                  regarding the imposition of withdrawal liability; and (iv)
                  receipt by a Covered Person or ERISA Affiliate of such Covered
                  Person of any notice of the institution, or a Covered Person's
                  expectancy of the institution, of any proceeding or receipt by
                  such Covered Person or such ERISA Affiliate of any notice of
                  the taking, or such Covered Person's or such ERISA Affiliate's
                  expectancy of the taking, of any other action which may result
                  in the termination of any Pension Benefit Plan maintained or
                  contributed to by such Covered Person or such ERISA Affiliate,
                  or the withdrawal or partial withdrawal by a Covered Person or
                  ERISA Affiliate of such Covered Person from any Pension
                  Benefit Plan, and the filing or receipt by a Covered Person or
                  ERISA Affiliate of such Covered Person of any such notice and
                  filing or receipt of all subsequent reports or notices under
                  ERISA with or from the IRS, the PBGC, or the DOL relating to
                  the same; and, in addition to such notice, deliver to
                  Administrative Agent a certificate of a Responsible Officer of
                  Borrower, setting forth details as to such events and the
                  action that the affected Covered Person or ERISA Affiliate of
                  such Covered Person proposes to take with respect thereto. For
                  purposes of this Section, each Covered Person and any ERISA
                  Affiliate of such Covered Person shall be deemed to know all
                  facts known by the administrator of any Plan of which such
                  Covered Person or such ERISA Affiliate is the plan sponsor.

Borrower shall promptly deliver to Administrative Agent notice of any default or
                  event of default, or the occurrence of any event which would
                  with the passage of time, giving of notice or otherwise,
                  constitute a default or event of default with respect to any
                  of the Permitted Indebtedness in excess of $500,000.

Borrower shall promptly deliver notice to Administrative Agent of the assertion
                  by the holder of any Indebtedness of a Covered Person in the
                  outstanding principal amount in the aggregate in excess of
                  $500,000 that a default exists with respect thereto or that
                  such Covered Person is not in compliance with the terms
                  thereof, or of the threat or commencement by such holder of
                  any enforcement action because of such asserted default or
                  noncompliance.

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Borrower shall, promptly after becoming aware thereof, deliver notice to
                  Administrative Agent of any pending or threatened strike, work
                  stoppage, or other material labor dispute affecting a Covered
                  Person which would reasonably be likely to have a Material
                  Adverse Effect.

Borrower shall promptly deliver notice to Administrative Agent of any change in
                  the name, State of incorporation or organization or form of
                  any Covered Person, or the trade names or styles under which a
                  Covered Person will sell Inventory or create Accounts, or to
                  which instruments in payment of Accounts may be made payable,
                  at least 30 days prior to such change.

Borrower shall, promptly after becoming aware thereof, deliver notice to
                  Administrative Agent of any event that has or is reasonably
                  likely to have a Material Adverse Effect.

Borrower shall, promptly after becoming aware thereof, deliver notice to
                  Administrative Agent of an actual or alleged violation of any
                  Material Law applicable to a Covered Person or the property of
                  a Covered Person.

Borrower shall notify Administrative Agent promptly in writing of any fact or
                  condition of which Borrower is aware which adversely affects
                  the value of the Collateral taken as a whole, including
                  disclosing the amount of such loss or depreciation in value
                  and disclosing any adverse fact or condition or the occurrence
                  of any event which causes loss or depreciation in the value of
                  the Collateral of more than $500,000 taken as a whole.
                  Borrower shall provide such additional information to
                  Administrative Agent regarding the amount of any loss or
                  depreciation in value of the Collateral as Administrative
                  Agent may request from time to time.

Borrower shall notify Administrative Agent promptly in writing of the
                  acquisition or lease of any improved real estate upon which
                  Inventory or material amounts of other Collateral will be
                  located.

Borrower shall notify Administrative Agent promptly in writing of any pending
                  unsatisfied request (oral or written) of a third Person that
                  the Borrower repurchase Inventory under a repurchase agreement
                  or similar arrangement, including the Textron Agreement.

Borrower shall keep on file with Administrative Agent at all times an
         appropriate instrument naming each Borrowing Officer.

Maintenance of Security Interests of Security Documents.

Preservation and Perfection of Security Interests. Borrower shall promptly, upon
                  the reasonable request of Administrative Agent and at
                  Borrower's expense, execute, acknowledge and deliver, or cause
                  the execution, acknowledgment and delivery of, and thereafter
                  file or record in the appropriate governmental office, any
                  document or instrument supplementing or confirming the
                  Security Documents or otherwise reasonably deemed necessary by
                  Administrative Agent to create, preserve or perfect any
                  Security Interest purported to be created by the Security
                  Documents or to consummate fully the transactions contemplated
                  by the Loan Documents. The foregoing actions by Borrower shall
                  include, (i) filing financing or continuation statements, and
                  amendments thereof, and executing such mortgages, deeds of
                  trust, assignments or security agreements, in form and
                  substance satisfactory to Administrative Agent; (ii)
                  delivering to Administrative Agent the original certificates
                  of title for motor vehicles, or applications therefor duly

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                  executed, with Administrative Agent's Security Interest for
                  the benefit of Lenders properly shown thereon; (iii)
                  delivering to Administrative Agent the originals of all
                  instruments, documents and chattel paper, and all other
                  Collateral of which Administrative Agent determines it should
                  have physical possession in order to perfect and protect
                  Administrative Agent's Security Interest for the benefit of
                  Lenders therein, duly endorsed or assigned to Administrative
                  Agent without restriction; (iv) delivering to Administrative
                  Agent warehouse receipts covering any portion of the
                  Collateral located in warehouses and for which warehouse
                  receipts are issued; (v) upon the occurrence and during the
                  continuance of an Event of Default, transferring Inventory to
                  warehouses designated by Administrative Agent; (vi) delivering
                  to Administrative Agent all letters of credit on which
                  Borrower is named beneficiary; (vii) placing a durable notice
                  of the existence of Administrative Agent's Security Interest
                  for the benefit of Lenders, acceptable to Administrative
                  Agent, upon such items of the Collateral as are designated by
                  Administrative Agent; and (viii) placing a notice of the
                  existence of Administrative Agent's Security Interest for the
                  benefit of Lenders, acceptable to Administrative Agent, upon
                  those writings evidencing the Collateral and the books and
                  records of Borrower pertaining to the Collateral, as
                  designated by Administrative Agent.

Collateral Held by Warehouseman, Bailee, etc. If any Inventory which is
                  purchased by Borrower pursuant to the Aggregate Floorplan Loan
                  Facility or Interim Floorplan Loan Facility with a value in
                  excess of $500,000 per location, or $1,500,000 in the
                  aggregate, is at any time in the possession or control of a
                  warehouseman, bailee or any of Borrower's agents or processors
                  (not including any lessee or other Person to whom Inventory is
                  leased or rented in the ordinary course of such Covered
                  Person's business), then Borrower shall notify Administrative
                  Agent thereof and shall notify such Person of Administrative
                  Agent's Security Interest for the benefit of Lenders in such
                  Collateral and, upon Administrative Agent's request, instruct
                  such Person to hold all such Collateral for Administrative
                  Agent's account subject to Administrative Agent's
                  instructions. Except with respect to Inventory held be
                  Ichiban, Inc. as otherwise provided herein, if at any time any
                  Inventory which is purchased by Borrower pursuant to the
                  Aggregate Floorplan Loan Facility or Interim Floorplan Loan
                  Facility with a value in excess of $500,000 for each location
                  or $1,500,000 in the aggregate, is located on any premises
                  that are not owned by Borrower (not including any lessee or
                  other person to whom Inventory is leased or rented in the
                  ordinary course of such Covered Person's business, or other
                  locations where Borrower is not obligated to pay rent for up
                  to 30 consecutive days) then Borrower shall obtain or cause to
                  be obtained written waivers or consents, in form and substance
                  satisfactory to Administrative Agent, of all present and
                  future Security Interests to which the owner or lessor or any
                  mortgagee of such premises may be entitled to assert against
                  the Collateral.

Compliance With Terms of Security Documents. Each Covered Person shall comply
                  with all of the terms, conditions and covenants in the
                  Security Documents to which such Covered Person is a party.

Accounting System. Each Covered Person shall maintain a system of accounting
         established and administered in accordance with GAAP. Without limiting
         the generality of the foregoing:

Account Records. Each Covered Person shall maintain a record of Accounts at its
                  principal place of business that itemizes each Account of such
                  Covered Person and describe the names and addresses of the
                  Account Debtors on such Accounts, all relevant invoice

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                  numbers, invoice dates, and shipping dates, and the due dates,
                  collection histories, and aging of such Accounts.

Inventory Records. Each Covered Person shall maintain an inventory system
                  satisfactory to Administrative Agent.

Tracing of Proceeds. Borrower shall maintain detailed and accurate accounting
                  and records of proceeds of the Loans and transfers of proceeds
                  of the Loans (i) received by it from the Lenders or
                  Administrative Agent, (ii) transferred from it to any other
                  Covered Person, and (iii) received by it from another
                  Borrower. Borrower acknowledges that its ability to obtain the
                  Loans hereunder is made possible by the fact that Borrowers
                  are co-borrowers under this Agreement and the other Loan
                  Documents, and are operated as one enterprise. Borrower agrees
                  that (i) the business operations of Borrower and each other
                  Covered Person are interrelated and complement one another,
                  and such entities have a common business purpose and common
                  management, and (ii) the proceeds of Advances hereunder will
                  benefit Borrower, severally and jointly, regardless of which
                  Borrower requests or receives part or all of any Advance. Not
                  in any way in limitation of any other provisions set forth
                  herein, such books and records may be reviewed and copied by
                  Administrative Agent at Borrower's expense at reasonable
                  intervals and upon reasonable notice given by Administrative
                  Agent to Borrower.

Financial Statements. Borrower shall deliver to Administrative Agent and each
                  Lender:

Annual Financial Statements. Within 100 days after the close of each fiscal year
                  of Borrower, year-end audited consolidated and consolidating
                  financial statements of Borrower and its Subsidiaries,
                  containing a balance sheet, income statement, statement of
                  cash flows and an unqualified report by an independent
                  certified public accounting firm selected by Borrower
                  accompanied by (i) a Compliance Certificate of Borrower, (ii)
                  the Management Letter and report on internal controls, if any,
                  delivered by such independent certified public accounting firm
                  in connection with their audit, and (iii) if requested by
                  Administrative Agent, any summary prepared by such independent
                  certified public accounting firm of the adjustments proposed
                  by the members of its audit team.

Annual Projections. No later than the 30th day of each fiscal year of all
                  Borrowers, projected balance sheets and statements of income
                  and expense for such fiscal year, on a consolidated basis, and
                  with such other detail as Administrative Agent may reasonably
                  require.

Monthly Financial Statements.

                  Within 30 days after the end of each fiscal month of Borrower,
                  management-prepared unaudited financial statements of Borrower
                  and every Subsidiary of a Borrower for the fiscal months not
                  covered by the latest year-end financial statements, in each
                  case containing a balance sheet, income statement, and
                  unaudited consolidated financial statements of Borrower and
                  its Subsidiaries, accompanied by a Compliance Certificate of
                  Borrower.

         Each Compliance Certificate shall be in the form of Exhibit 0, shall
contain detailed calculations of the financial measurements referred to in
Section 0 for the relevant periods, and shall contain statements by the signing
authorized officer (either the president, any vice president or the chief
financial officer) to the effect that, except as explained in reasonable detail

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in such Compliance Certificate, (i) the attached Financial Statements are
complete and correct in all material respects (subject, in the case of Financial
Statements other than annual, to normal year-end audit adjustments and with
respect to Financial Statements other than annual, without footnote disclosures)
and have been prepared in accordance with GAAP applied consistently throughout
the periods covered thereby and with prior periods (except as disclosed
therein), (ii) all of the Representations and Warranties are true and correct as
of the date such certification is given as if made on such date, and (iii) no
Event of Default has occurred and is continuing. If any Compliance Certificate
delivered to Lenders discloses that a representation or warranty is not true and
correct, or that an Event of Default has occurred and is continuing that has not
been waived in writing by Required Lenders, such Compliance Certificate shall
state what action Borrower has taken or proposes to take with respect thereto.

Other Financial Information. Borrower shall also deliver the following to
         Administrative Agent and to each Lender each in a form satisfactory to
         Administrative Agent:

Periodic Borrowing Base Certificates. On the Effective Date, the date of any
                  Advance and periodically thereafter, but not less often than
                  seven (7) days from the date of the last Borrowing Base
                  Certificate, each Business Day, a Borrowing Base Certificate
                  completed and signed by the Chief Financial Officer or other
                  Borrowing Officer. If an Event of Default exists, Borrower
                  shall provide a Borrowing Base Certificate more often if so
                  requested by Administrative Agent in its sole and absolute
                  discretion. Each Borrowing Base Certificate shall
                  substantially be in the form of Exhibit 0. With each Borrowing
                  Base Certificate, Borrower shall notify Administrative Agent
                  of any pending unsatisfied request of a third Person that
                  Borrower repurchase Inventory under a repurchase agreement or
                  similar arrangement, including the Textron Agreement, unless
                  such notice was previously provided by Borrower to
                  Administrative Agent pursuant to Section 0.

Daily Schedule of Deposits. On each Business Day, a schedule of all receipts and
                  deposits received by Borrower (including all Lockbox receipts)
                  on the preceding Business Day.

Weekly Summary Accounts Aging. Within two (2) Business Days following the end of
                  each week, a Schedule of Accounts as of the end of the most
                  recent week.

Semimonthly Sales Journal Report. Within three (3) days after the 15th of each
                  month and the end of each month, a report listing each item of
                  Inventory sold or leased by Borrower for such period.

Monthly Detailed Accounts Aging and Inventory Reports. Within ten (10) days
                  after the end of each month, a Schedule of Accounts (including
                  lease receivables, each presented on a summary and detailed
                  basis), a Schedule of Inventory, and accounts payable aging as
                  of month end.

Monthly Locations of Inventory Report. Within ten (10) days after the end of
                  each fiscal month, a listing, by address of the locations of
                  Inventory.

Monthly Cash Receipts Journal and Credit Memo Entries. Within ten (10) days
                  after the end of each month, a report showing cash receipts on
                  Accounts, cash receipts not on Accounts and summary of credit
                  memo entries.

Semiannual Customer Address Listing. Within ten (10) days after the end of each
                  June and December, a listing, by customer, of such customer's
                  address.

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Other Reports or Information Concerning Accounts or Inventory. Such other
         reports and information, in form and detail reasonably satisfactory to
         Administrative Agent, and documents as Administrative Agent may
         reasonably request from time to time concerning Accounts or Inventory
         including, to the extent requested by Administrative Agent, copies of
         all invoices, leases, bills of lading, shipping receipts, purchase
         orders, and warehouse receipts.

Tax Notifications. If Borrower determines to take any action inconsistent with
         its intention set forth in Section 0, it will promptly notify
         Administrative Agent thereof. If Borrower so notifies Administrative
         Agent, Borrower acknowledges that one or more of Administrative Agent
         and the Lenders may treat its Loans or its interest in Swingline Loans
         or Letters of Credit as part of a transaction that is subject to
         Treasury Regulation Section 301.6112-1, and Administrative Agent and
         such Lender or Lenders, as applicable, will maintain the lists and
         other records required by such Treasury Regulation. Promptly after
         Borrower has notified Administrative Agent of any intention by Borrower
         to treat Loans or Letters of Credit and related transactions as being a
         "reportable transaction" (within the meaning of Treasury Regulation
         Section 1.6011-4), Borrower will promptly provide a duly completed copy
         of IRS Form 8886 or any successor form.

Stockholder and SEC Reports. Promptly after their filing by or on behalf of
         Borrower or any other Covered Person, mail or otherwise deliver to
         Administrative Agent copies of any (i) proxy statements, financial
         statements and reports which Borrower makes available to its
         stockholders, and (ii) reports, registration statements and
         prospectuses with any securities exchange or the Securities and
         Exchange Commission or any Governmental Authority succeeding to any of
         its functions.

Pension Benefit Plan Reports. Promptly upon the request of Administrative Agent
         at any time or from time to time, a copy of each annual report or other
         filing or notice filed with respect to each Pension Benefit Plan of a
         Covered Person or an ERISA Affiliate of a Covered Person.

Other Information. Promptly upon the request of Administrative Agent at any time
         or from time to time, such other information concerning Borrower, its
         business or financial condition as Administrative Agent may reasonably
         request.

Review of Accounts. Not less often than annually, and promptly at Administrative
         Agent's reasonable request if an Event of Default has occurred and is
         continuing, Borrower shall conduct a review of its Accounts, bad debt
         reserves, and collection histories of Account Debtors and promptly
         following such review provide Administrative Agent with a report of
         such review in form and detail satisfactory to Administrative Agent.

Inventory. Not less often than annually, and promptly at Administrative Agent's
         reasonable request if an Event of Default has occurred and is
         continuing, Borrower shall conduct a physical count of its and each
         other Covered Person's Inventory and promptly following the completion
         of such count provide Administrative Agent with a report thereof in
         form and detail satisfactory to Administrative Agent, including the
         value of such Inventory in accordance with GAAP.

Lease Servicing. Funds received by Borrower in its capacity as a servicer,
         collection agent or otherwise which must be remitted or turned over to
         any third Person pursuant to agreements with respect to leases of
         Inventory that have been sold or assigned ("Servicing Funds") by
         Borrower to another Person, shall be segregated from all other funds
         received by Borrower and kept separate at all times from the Lockboxes,
         Cash Collateral Accounts and operating bank accounts of Borrower.
         Borrower shall direct that all Servicing Funds be deposited to one or

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         more other lockboxes or other bank accounts whose sole purpose shall be
         to collect such Servicing Funds and distribute them as required under
         the relevant lease assignments, servicing agreements and related
         documents.

Examinations and Site Visits by Administrative Agent. Administrative Agent or
         Persons authorized by and acting on behalf of Administrative Agent or
         any Lender may at any time (upon reasonable prior notice, except if an
         Event of Default has occurred and is continuing, no prior notice shall
         be required) during normal business hours examine the books, records,
         and assets of, and inspect any of the property, locations or operations
         of, each Covered Person from time to time, and in the course thereof
         may make copies or abstracts of such books and records and discuss the
         affairs, finances and books and records of such Covered Person with its
         accountants, officers and employees, and make such inspections as it
         deems necessary. Each Covered Person shall cooperate with
         Administrative Agent, Lenders and such Persons in the conduct of such
         exams, site visits and inspections and shall deliver to Administrative
         Agent any instrument necessary for Administrative Agent to obtain
         records from any service bureau maintaining records for such Covered
         Person. Administrative Agent may, while an Event of Default has
         occurred and is continuing, perform as many as examinations as it may
         choose, and Borrower is required to reimburse Administrative Agent for
         all fees, costs and expenses incurred in connection therewith. Borrower
         shall not be obliged to reimburse Administrative Agent for examination
         costs and expenses; provided, however, any examinations conducted
         during the existence of an Event of Default shall not be subject to any
         limitation regarding reimbursement, and Borrower shall pay all costs of
         such examinations.

Verification of Accounts and Notices to Account Debtors. Administrative Agent
         shall have the right at any time and from time to time, to verify the
         validity and amount of any Account and any other matter relating to an
         Account, by communicating in writing or orally directly with the
         Account Debtor or any Person who represents or Administrative Agent
         believes represents the Account Debtor.

Appraisals of Collateral. So long as an Event of Default has occurred and is
         continuing, Administrative Agent or Persons authorized by and acting on
         behalf of Administrative Agent may, at Borrower's sole cost and
         expense, as often as Administrative Agent deems desirable, perform or
         have performed on its behalf an appraisal of Borrower's Inventory,
         equipment, and other assets by an appraiser reasonably acceptable to
         Administrative Agent and prepared on a basis reasonably satisfactory to
         Administrative Agent. Each Covered Person shall cooperate with
         Administrative Agent and such Persons in the conduct of such appraisals
         and shall deliver to Administrative Agent or such Persons any documents
         or instruments necessary for Administrative Agent or such Person's to
         perform such appraisals. Borrower shall reimburse Administrative Agent
         for all reasonable costs and reasonable expenses actually incurred by
         it in conducting or having conducted each such appraisal plus
         Administrative Agent's other actual out-of-pocket costs and expenses.

Access to Officers and Auditors. Each Covered Person shall permit Administrative
         Agent, any Lender and Persons authorized by Administrative Agent or any
         Lender to discuss the business, operations, revenues, financial
         condition, property, or business prospects of such Covered Person with
         its officers, employees, accountants and independent auditors as often
         as Administrative Agent or any Lender may request in its reasonable
         discretion, and such Covered Person shall direct such officers,
         employees, accountants and independent auditors to cooperate with
         Administrative Agent.

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Movement of Inventory. Borrower shall notify Administrative Agent in writing if
         Borrower has knowledge that any Inventory will be located for more than
         thirty (30) consecutive days outside any of the locations listed in
         section 0 of the Disclosure Schedule.

Titled Assets. Upon the occurrence and continuance of an Event of Default,
         Borrower shall, at Administrative Agent's request, cause the respective
         titles of all Collateral which are titled in the name of any Covered
         Person to reflect thereon that Administrative Agent, as agent for
         itself and the other Lenders, as the first and only lienholder thereon,
         and shall deliver originals of all such titles to Administrative Agent.

Acquisition Documents. Borrower shall in all material respects perform all of
         its obligations under all Acquisition Documents, and shall enforce all
         of its rights and remedies thereunder, in each case as it deems
         appropriate in its reasonable business judgment; provided, however,
         that Borrower shall not take any action or fail to take any action
         which would result in a waiver or other loss of any material right or
         remedy of Borrower thereunder. Without limiting the generality of the
         foregoing, Borrower shall take all action necessary or appropriate to
         permit, and shall not take any action which would have any material
         adverse effect upon, the full enforcement of all of Borrower's
         indemnification rights under all the Acquisition Documents. Borrower
         shall notify Administrative Agent in writing promptly after Borrower
         becomes aware thereof, of any event or fact which could give rise to a
         claim by Borrower for indemnification under any of the Acquisition
         Documents for an amount in excess of $500,000, and shall diligently
         pursue such right and promptly report to Administrative Agent on all
         further developments with respect thereto. Borrower shall remit
         directly to Administrative Agent, for application to the Loan
         Obligations in such order as Administrative Agent determines, all
         amounts received by Borrower as indemnification or otherwise pursuant
         to the Acquisition Documents. If Borrower fails after Administrative
         Agent's demand to pursue diligently any material right under any of the
         Acquisition Documents, or if there is an Event of Default has occurred
         and is continuing, then Administrative Agent may directly enforce such
         right in its own or Borrower's name and may enter into such settlements
         or other agreements with respect thereto as Administrative Agent
         determines in its reasonable judgment. Notwithstanding the foregoing,
         Borrower shall at all times remain liable to observe and perform all of
         its duties and obligations under all the Acquisition Documents, and
         Administrative Agent's exercise of any of its rights with respect to
         the Collateral shall not release Borrower from any of such duties or
         obligations. Administrative Agent shall not be obligated to perform or
         fulfill any of Borrower's duties or obligations under any of the
         Acquisition Documents or to make any payment thereunder, or to make any
         inquiry as to the sufficiency of any payment or property received by it
         thereunder or the sufficiency of performance by any party thereunder,
         or to present or file any claim, or to take any action to collect or
         enforce any performance or payment of any amounts, or any delivery of
         any property.

Other Information. Administrative Agent may provide to any Vendor, Lender,
         potential Lender, credit rating agency or as required by Law any
         credit, financial or other information on Borrower that Administrative
         Agent may from time to time possess; provided, however, that with
         respect to a Vendor, such information shall be limited to information
         with respect to Borrower's accounts and activity with such Vendor only.
         Administrative Agent may obtain from any Vendor any credit, financial
         or other information regarding Borrower that such Vendor may from time
         to time possess.

Further Assurances. Borrower shall execute and deliver, or cause to be executed
         and delivered, to Administrative Agent such documents and agreements,
         and shall take or cause to be taken such actions, as Administrative
         Agent may from time to time reasonably request to carry out the terms
         and conditions of this Agreement and the other Loan Documents.

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Negative Covenants. Borrower covenants and agrees that until all of the Loan
Obligations are fully and indefeasibly paid in cash no Letters of Credit are
outstanding and the Letters of Credit Exposure is irreversibly zero and the
Facilities are terminated, Borrower shall not, directly or indirectly, do any of
the following, or permit any other Borrower or any other Covered Person to do
any of the following, without the prior written consent of Required Lenders:

Investments. Make any Investments in any other Person except the following:

Investments in (i) interest-bearing United States government obligations; (ii)
                  certificates of deposit issued by any Lender; (iii) prime
                  commercial paper rated A1 or better by Standard and Poor's
                  Corporation or Prime P1 or better by Moody's Investor Service,
                  Inc.; (iv) agreements involving the sale to Borrower of United
                  States government securities and their guarantied repurchase
                  the next Business Day by a commercial bank chartered under the
                  Laws of the United States or any state thereof which has
                  capital and surplus of not less than $250,000,000, (v) banking
                  acceptances certificates of deposit issued by and time
                  deposits with any commercial bank chartered under the Laws of
                  the United States or any state thereof which has combined
                  capital and surplus of not less than $250,000,000, (vi) money
                  market deposit accounts issued or offered by any domestic
                  office of any commercial bank chartered under the Laws of the
                  United States or any state thereof combined capital and
                  surplus of not less than $250,000,000 or (vii) any security
                  that constitutes an "Eligible Security" under Rule 2a-7(a)(10)
                  under the Investment Company Act of 1940, as amended..

Accounts arising in the ordinary course of business and payable in accordance
                  with Borrower's customary trade terms.

Any Investments that are Permitted Acquisitions.

Investments existing on the Execution Date and disclosed in Section 0 of the
                  Disclosure Schedule.

Notes or securities received by a Covered Person in settlement of Indebtedness
                  of other Persons to such Covered Person that was incurred in
                  the ordinary course of such Covered Person's business.

Investments by any Covered Person in any other Covered Person.

Investments not described above which do not exceed $1,000,000 in the aggregate
                  annually, provided that when made there exists at least
                  $7,500,000 of Excess Eligible Accounts.

Indebtedness. Create, incur, assume, or allow to exist any Indebtedness of any
         kind or description, except the following:

Excluding Other Creditor Indebtedness, Indebtedness to trade creditors incurred
                  in the ordinary course of business.

The Loan Obligations.

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The Other Creditor Indebtedness if an Intercreditor Agreement remains in effect
                  with respect thereto.

Indebtedness secured by Permitted Security Interests.

Indebtedness constituting Liabilities (as defined by GAAP) under any Capital
                  Lease under which a Covered Person is a lessee existing on the
                  Execution Date and disclosed in Section 0 of the Disclosure
                  Schedule and is subject to an Intercreditor Agreement unless
                  Administrative Agent, in its sole and absolute discretion,
                  waives the requirement for an Intercreditor Agreement with
                  respect to any particular Other Creditor Indebtedness, and any
                  Capital Leases under which a Covered Person is a lessee
                  entered into by any Covered Person after the Execution Date
                  for capital assets which are subject to Intercreditor
                  Agreements unless Administrative Agent, in its sole and
                  absolute discretion, waives the requirement for an
                  Intercreditor Agreement with respect to any particular Other
                  Creditor Indebtedness in all cases, up to $5,000,000 in the
                  aggregate outstanding at any one time (such amount to be
                  calculated as the amount which would have been the aggregate
                  cost of the property leased if it had been purchased rather
                  than leased).

Indebtedness of one Covered Person owed to any other Covered Person; provided,
                  however, that such Indebtedness is (i) unsecured, (ii)
                  evidenced by a book-entry on the accounting records of the
                  Covered Persons involved, but not evidenced by a promissory
                  note or other instrument of any kind, unless such original
                  promissory note(s) are promptly delivered to Administrative
                  Agent together with a pledge or assignment document
                  satisfactory to Administrative Agent granting Administrative
                  Agent a Security Interest therein, and (iii) does not exceed
                  in the aggregate, among all Covered Persons, $2,000,000.

Unsecured Indebtedness not described above in this Section 0 which does not
                  exceed $1,000,000 in the aggregate at any time.

Payments on Other Creditor Indebtedness. Make any nonscheduled prepayment of
         principal or interest on any Other Credit Indebtedness unless both
         immediately before and after giving effect to any such prepayment,
         there shall be no Default or Event of Default and no Default or Event
         of Default is reasonably likely to have occurred.

Prepayments. Voluntarily prepay any Indebtedness other than (i) the Loan
         Obligations in accordance with the terms of the Loan Documents, (ii)
         trade payables in the ordinary course of business consistent with past
         practices, and (iii) as permitted by Section 0.

Indirect Obligations. Create, incur, assume or allow to exist any Indirect
         Obligations except Indirect Obligations disclosed on section 0 of the
         Disclosure Schedule or, provided that there exists, when created,
         incurred or assumed at least $7,500,000 of Excess Eligible Accounts,
         subsequent Indirect Obligations which do not exceed $1,000,000, in the
         aggregate.

Security Interests. Create, incur, assume or allow to exist any Security
         Interest upon all or any part of its property, real or personal
         (including intangible property), now owned, leased or hereafter
         acquired or leased, except the following:

Security Interests for taxes, assessments or governmental charges not delinquent
                  or which are being diligently contested in good faith and by
                  appropriate proceedings and for which adequate book reserves
                  in accordance with GAAP are maintained.

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Security Interests arising out of deposits in connection with workers'
                  compensation insurance, unemployment insurance, old age
                  pensions, or other social security or retirement benefits
                  legislation.

Deposits or pledges to secure bids, tenders, contracts (other than contracts for
                  the payment of money), leases, statutory obligations, surety
                  and appeal bonds, and other obligations of like nature arising
                  in the ordinary course of business.

Security Interests imposed by any Law, such as mechanics', workmen's,
                  materialmen's, landlords', carriers', or other like Security
                  Interests arising in the ordinary course of business which
                  secure payment of obligations which are not past due or which
                  are being diligently contested in good faith by appropriate
                  proceedings and for which adequate reserves in accordance with
                  GAAP are maintained on such Covered Person's books.

Security Interests on Inventory in favor of IBM Credit, LLC, Hewlett-Packard
                  Company or Affiliates thereof and the holders of any Other
                  Creditor Indebtedness approved in writing, in advance by
                  Administrative Agent, all of which such Security Interests are
                  subject to Intercreditor Agreements satisfactory to
                  Administrative Agent as of the date of such agreements, unless
                  Administrative Agent, in its sole and absolute discretion,
                  waives the requirement for an Intercreditor Agreement with
                  respect to any particular Other Creditor Indebtedness.

Security Interests resulting from a judgment or order entered against a Covered
                  Person which is not final and non-appealable, provided the
                  loss of the property subject to such Security Interest would
                  not reasonably be expected to have a Material Adverse Effect.

Purchase money Security Interests securing payment of the purchase price of
                  assets (other than Inventory which is subject to an
                  Intercreditor Agreement) acquired by Borrower or other Covered
                  Person after the Execution Date in an aggregate principal
                  amount outstanding at any one time that does not exceed
                  $1,000,000.

Security Interests securing the Loan Obligations in favor of Administrative
                  Agent for the benefit of Lenders.

Security Interests that are disclosed in section 0 of the Disclosure Schedule.

Acquisitions. Except for Permitted Acquisitions, Permitted Investments or other
         transactions permitted pursuant to Sections 0 and 0. for Permitted
         Acquisitions, and Permitted Investments acquire stock, membership
         interests, partnership interests or any other equity interest in a
         Person, or acquire all or substantially all of the assets of a Person
         (including assets comprising all or substantially all of an
         unincorporated business unit or division of any Person). "Permitted
         Acquisition" means an acquisition of the stock, membership interests,
         partnership interests, or any other equity interest in a Person, or the
         acquisition of all or substantially all of the assets of a Person
         (including assets comprising all or substantially all of an
         unincorporated business unit or division of any Person), which
         satisfies each of the following conditions: (i) a Borrower or a wholly
         owned Subsidiary thereof is the Acquiring Company, (ii) if the
         acquisition is structured as a merger, a Borrower or a wholly owned
         Subsidiary thereof is the Surviving Company, (iii) the Target Company
         is in a substantially similar line of business as a Borrower, (iv) no
         Event of Default exists, and giving effect to such acquisition, no
         Default or Event of Default will occur or is reasonably likely to
         occur, (v) there is at least $20,000,000 of Excess Eligible Accounts
         both immediately before and immediately after giving effect to the
         Acquisition, (vi) simultaneously with the closing of such acquisition,
         the Target Company (if such Permitted Acquisition is structured as a

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         purchase of equity) or the Surviving Company (if such Permitted
         Acquisition is structured as a purchase of assets or a merger) executes
         and delivers to Administrative Agent (a) such documents necessary to
         grant to Administrative Agent for the benefit of the Lenders a first
         priority Security Interest in all of the assets of such Target Company
         or Surviving Company (including the execution of an Acquisition
         Documents Assignment), each in form and substance satisfactory to
         Administrative Agent and (b) an unlimited Guaranty of the Loan
         Obligations, or at the option of Administrative Agent in Administrative
         Agent's absolute discretion, a joinder agreement satisfactory to
         Administrative Agent in which such Target Company or Surviving Company
         becomes a Borrower under this Agreement and assumes primary, joint and
         several liability for the Loan Obligations, (vii) prior to the closing
         of such acquisition, a Responsible Officer of Borrower delivers to
         Administrative Agent a certificate certifying that such acquisition is
         a Permitted Acquisition, (viii) such acquisition is not conducted
         pursuant to an unsolicited tender offer, proxy contest or other
         mechanism which does not have or require the consent of Target's board
         of directors, (ix) Borrower has provided Administrative Agent with pro
         forma financial statements of the Target Company for the trailing
         twelve month period which, if combined with Borrower and giving effect
         to the terms and conditions of the Acquisition, would not have resulted
         in a Default, and (x) Borrower has, no less than 15 days prior to
         making such acquisition, prepared and furnished to Administrative Agent
         the proforma financial statements described below for the Target
         Company (if such acquisition is structured as a purchase of equity) or
         the Surviving Company (if such acquisition is structured as a purchase
         of assets or a merger), demonstrating to the reasonable satisfaction of
         Administrative Agent that the Target Company, all Surviving Companies,
         and each Borrower, as the case may be, will be Solvent upon
         consummation of such acquisition and is reasonably likely to be Solvent
         within 12 months of such acquisition, and that none of the covenants in
         Section 15 will be violated as a consequence of such acquisition or are
         reasonably likely to be within 12 months of such acquisition, and, if
         applicable, a certificate demonstrating that the Maximum Available
         Amount will be great enough to allow a Revolving Loan Advance to be
         made in the amount Borrower will request in connection with the closing
         of such Permitted Acquisition, and Borrower has also provided to
         Administrative Agent, no less than 15 days prior to making such
         acquisition, copies of the audited financial statements (if available,
         or unaudited financial statements if no audited financial statements
         exist) for the Target Company for the two fiscal years most recently
         ended and, to the extent available, for each of the completed fiscal
         quarters in the then current fiscal year. The proforma financial
         statements referred to in clause (ix) shall contain consolidated and
         consolidating balance sheets, income statements, statements of cash
         flows and such other reports and disclosures of each Borrower as well
         as the Target Company (if such Permitted Acquisition is structured as a
         purchase of equity) or the Surviving Company (if such Permitted
         Acquisition is structured as a purchase of assets or a merger) and
         shall cover such forecast periods (up to 12 months from the proposed
         effective date of such Permitted Acquisition), as Administrative Agent
         may in its discretion require.

Bailments; Consignments; Warehousing. Except to the extent expressly permitted
         in this Agreement, store any Inventory with a bailee, warehouseman,
         consignee or pursuant to an express or implied agreement establishing a
         bailment or consignment of Inventory or similar arrangement, unless
         Administrative Agent has received a written acknowledgment reasonably
         satisfactory to Administrative Agent from the third party involved
         which acknowledges the prior perfected Security Interest of
         Administrative Agent for the benefit of Lenders in such Inventory.
         Notwithstanding the foregoing or Section 0, the failure to obtain a
         bailee letter from Ichiban, Inc. with respect to the Inventory or other
         Collateral presently held by Ichiban, Inc. shall not constitute a
         Default or Event of Default under this Agreement while litigation is
         pending between Borrower and Ichiban, Inc.

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Disposal of Property. Sell, transfer, exchange, or otherwise dispose of any of
         its assets. Notwithstanding the foregoing unless an Event of Default
         has occurred and is continuing (in which case all of the following
         shall be prohibited unless Administrative Agent otherwise consents
         except that sales and leases of Inventory in the ordinary course shall
         be permitted until such time as Administrative Agent otherwise notifies
         Borrower in writing to cease such activities), a Covered Person may
         sell, transfer, exchange or otherwise dispose of Inventory in the
         ordinary course or equipment or other similar assets no longer
         reasonably necessary for the operation of its business in the ordinary
         course of business consistent with past practice, provided that all
         proceeds of such sales, transfers or other dispositions shall be
         deposited into the Lockboxes, except as permitted by Section 0.

Distributions. If there is no Existing Default and no Default or Event of
         Default is reasonably likely to occur as a result of such payment,
         directly or indirectly declare or make, or incur any liability to make,
         any Distribution to any Person in excess of $2,500,000, in the
         aggregate, annually. For purposes of this Section, a "Distribution"
         means and includes (i) any cash dividend or payment, (ii) any
         acquisition or redemption of any outstanding stock or other equity
         interest of Borrower or a Covered Person, (iii) any retirement or
         prepayment of debt securities before their regularly scheduled Maturity
         dates, other than as expressly permitted by this Agreement, and (iv)
         any loan or advance to a shareholder, partner, or member other than
         split-dollar life insurance policies and advances for travel or similar
         expenses made in the ordinary course of business. Notwithstanding the
         foregoing, if (i) no Default exists and no Default or Event of Default
         will occur or is reasonably likely to occur as a result of such payment
         and (ii) there is at least $7,500,000 of Excess Eligible Accounts after
         giving effect to the contemplated Distribution, the Borrower or any
         other Covered Person may purchase or otherwise acquire any outstanding
         capital stock or other equity securities of Borrower.

[Intentionally Omitted.]

Capital Structure; Equity Securities. Except pursuant to Section 0, make any
         change in the capital structure of any Covered Person; change any
         Charter Documents of any Covered Person which has or is reasonably
         likely to have a Material Adverse Effect on any Covered Person or which
         will or is reasonably likely to cause a Default or Event of Default; or
         issue or create any stock or other equity interest (or class or series
         thereof), or non-equity interest that is convertible into stock or
         other equity interest (or class or series thereof), in any Covered
         Person, except stock, membership interests, partnership interests or
         other equity interests (or class or series thereof) that are
         subordinated in right of payment to all the Loan Obligations in a
         manner satisfactory to Administrative Agent.

Change of State of Formation; Change of Name. Make any change in the state of
         incorporation or formation of organization of any Covered Person,
         change its type of legal entity, or change its legal name as it appears
         on any certificates or articles of organization or formation. Make any
         change in the trade names or styles under which a Covered Person will
         sell Inventory or create Accounts, or to which instruments in payment
         of Accounts may be made payable, except in accordance with the terms of
         Section 0 with at least 30 days prior written notice to Administrative
         Agent of such change.

Change of Business. Engage in any business other than substantially as conducted
         by a Covered Person on the Effective Date.

Transactions With Affiliates. Enter into or be a party to any transaction or
         arrangement, including the purchase, sale or exchange of property of
         any kind or the rendering of any service, with any Affiliate other than
         a Covered Person, or make any loans or advances to any Affiliate other
         than a Covered Person. If, however, there is no Event of Default
         exists, each Covered Person may engage in such transactions with an

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         Affiliate in the ordinary course of business and pursuant to the
         reasonable requirements of its business and on fair and reasonable
         terms substantially as favorable to it as those which it could obtain
         in a comparable arm's-length transaction with a non-Affiliate;
         provided, however, during an Event of Default exists, Borrower may
         continue to make normal salary payments and provide customary health
         benefits to the owners of Borrower for services actually rendered. No
         Borrower shall make any loan or advance to any shareholder, member or
         partner of any Borrower, other than split-dollar life insurance
         policies and advances for travel or similar expenses made in the
         ordinary course of business, or permit any shareholder, member or
         partner of any Borrower to incur any Indebtedness to any Borrower
         (other than travel and similar advances in the ordinary course of
         business).

Operating Leases. Incur rental payments under all Operating Leases in excess of
         $5,000,000, in the aggregate, based on the preceding twelve-month
         period.

Conflicting Agreements. Enter into any agreement, that would, if fully complied
         with by it, result in a Default or Event of Default either immediately
         or upon the elapsing of time.

Investment Banking and Finder's Fees. Pay or agree to pay, or reimburse any
         other party with respect to, any investment banking or similar or
         related fee, underwriter's fee, finder's fee, or broker's fee to any
         Person in connection with this Agreement.

Sale and Leaseback Transactions. Enter into any agreement or arrangement with
         any Person providing for any Covered Person to lease or rent property
         that Borrower has or will sell or otherwise transfer to such Person.

New Subsidiaries and Holding Company Reorganization.

New Subsidiaries. Organize, create or acquire any Subsidiary unless it is part
         of a Permitted Acquisition or Borrower has obtained the prior written
         consent of Administrative Agent thereto (which consent shall not be
         unreasonably withheld) and contemporaneously with the organization,
         creation or acquisition of such Subsidiary, if permitted hereunder or
         otherwise consented to by Administrative Agent, the applicable Covered
         Person and such Subsidiary executes and delivers to Administrative
         Agent for the benefit of Lenders an unlimited Guaranty of the Loan
         Obligations by such Subsidiary, a pledge of the capital stock,
         partnership interests, or membership interests of such Covered Person
         in such Subsidiary, and other Security Documents requested by
         Administrative Agent so as to grant Administrative Agent, for the
         benefit of the Lenders, a perfected, first priority security interest
         in all real and personal property of such Subsidiary.

Holding Company Reorganization. Notwithstanding anything herein to the contrary,
         GTSI shall be permitted to organize and create a holding company ("GTSI
         Holding") in a transaction or series of related transactions ("Holding
         Company Reorganization") which satisfy each of the following
         conditions: (i) there is no Existing Default, and no Default or Event
         of Default will occur or is reasonably likely to occur as a result of
         or due to the Holding Company Reorganization; (ii) simultaneously with
         the closing of the Holding Company Reorganization each of GTSI and GTSI
         Holding executes and delivers to Administrative Agent (a) such
         documents necessary to grant Administrative Agent for benefit of the
         Lenders a first priority Security Interest in all of the assets of GTSI
         Holding, including all of GTSI's outstanding capital stock upon closing
         of the Holding Company Reorganization, and (b) an unlimited Guaranty of
         the Loan Obligations executed by GTSI Holding, each in form and
         substance satisfactory to Administrative Agent; (iii) prior to the
         closing of the Holding Company Reorganization, a Responsible Officer of
         Borrower delivers to Administrative Agent a certificate certifying that

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         such Holding Company Reorganization satisfies the conditions set forth
         in this Section 14.18.2; (iv) the Holding Company is organized under
         the Delaware General Corporation Law ("DGCL") within 60 days prior to
         the closing, as a direct wholly owned Subsidiary of GTSI, solely for
         the purpose of consummating the Holding Company Reorganization, with no
         material assets and only such liabilities that are immaterial and
         incidental to its organization and purpose; (v) the Holding Company
         Reorganization is consummated pursuant to and in accordance with
         Section 251(g) of the DGCL, whereby GTSI will merge with and into a
         special purpose Delaware corporation that is a direct wholly owned
         Subsidiary of GTSI Holding and an indirect wholly owned Subsidiary of
         GTSI, and GTSI will survive such merger as the successor corporation
         and a direct wholly owned Subsidiary of GTSI Holding, and each
         outstanding share of GTSI's common stock shall be converted into one
         share of GTSI Holding's common stock with the same voting powers,
         designations, preferences and rights, and the qualifications,
         restrictions and limitations thereof, with respect to GTSI Holding as
         such stock had with respect to GTSI; and (vi) the reorganization must
         be tax free for federal income tax purposes to GTSI stockholders.

Fiscal Year. Change its fiscal year from December 31.

Leases. Enter into any Capital Leases except as permitted by Section 0.

S Corporation Status. Any Covered Person elects under Section 1362(a) of the
         Code to be treated as an S corporation.

Tax Consolidation. File or consent to the filing of any consolidated income tax
         return with any Person except for one or more other Covered Persons.

Transactions Having a Material Adverse Effect. Enter into any transaction which
         has or is reasonably likely to have a Material Adverse Effect; or enter
         into any transaction, which shall cause a Default or Event of Default
         hereunder.

Storage; Chief Executive Officer; State of Incorporation. Store any Inventory or
         equipment at any location other than as set forth on section 0 of the
         Disclosure Schedule or as otherwise permitted hereunder; maintain its
         chief executive office at any location other than as set forth on
         section 0 of the Disclosure Schedule; change its state of incorporation
         or formation from that disclosed in section 0 of the Disclosure
         Schedule.

Like-Kind Exchange. Borrower shall not complete or attempt to complete any
         "like-kind exchange" (as such term is defined in the Code or applicable
         regulations) with respect to any Collateral on which Administrative
         Agent has a first priority Security Interest.


Financial Covenants.
--------------------
Special Definitions. As used in this Section 0 and elsewhere herein, the
         following capitalized terms have the following meanings:

         "Capital Expenditure"-- an expenditure for an asset that must be
depreciated or amortized under GAAP, for goodwill, or for any asset that under
GAAP must be treated as a capital asset. An expenditure for purposes of this
definition includes any deferred or seller financed portion of the purchase
price of an asset and includes the Capital Expenditure Equivalent of a Capital
Lease. Capital Expenditures do not include the amount expended in connection
with any Permitted Acquisition or any expenditure made with insurance proceeds
to the extent used to replace or repair damaged fixed assets and plant
equipment.

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         "Capital Expenditure Equivalent"-- of a Capital Lease is the amount
which would have been the aggregate cost of the property leased if it had been
purchased rather than leased.

         "EBITDA" means, for any period of calculation, an amount equal to (i)
the sum of (a) Net Income (which shall include interest income but shall not
give effect to any asset impairment or accounting policy or practice change that
results in a noncash adjustment during the respective period), (b) Interest
Expense, (c) income tax expense, (d) depreciation expense, and (e) amortization
expense, plus (ii) to the extent considered extraordinary loss under GAAP, such
extraordinary losses, minus (iii) to the extent considered extraordinary gain
under GAAP, such extraordinary gains.

         "Intangibles" means and includes, at any date, general intangibles;
software (purchased or developed in-house); accounts receivable and advances due
from officers, directors, employees, stockholders, members, owners and
Affiliates; leasehold improvements net of depreciation; licenses; good will;
prepaid expenses; escrow deposits; covenants not to compete; the excess of cost
over book value of acquired assets; franchise fees; organizational costs;
finance reserves held for recourse obligations; capitalized research and
development costs; the capitalized cost of patents, trademarks, service marks
and copyrights net of amortization; and such other similar items as
Administrative Agent may from time to time determine in Administrative Agent's
sole discretion.

         "Tangible Net Worth" means, at any date, (a) Total Assets, minus (b)
the sum of (i) Intangibles plus (ii) Total Liabilities.

         "Total Assets" means the sum of all assets as presented in the balance
sheet in Borrower's most recent combined Financial Statements delivered to
Administrative Agent and each of the Lenders as required hereunder.

         "Total Funded Indebtedness" means the sum of the following, without
duplication, (i) outstanding principal and interest of the Loans (including any
fees payable to Administrative Agent or any Lender in connection with the
execution and delivery of this Agreement), but excluding the Aggregate Floorplan
Loan and Interim Floorplan Loan, and (ii) the face amount of any letters of
credit issued on the account of any Borrower.

         "Total Liabilities" means the sum of all liabilities as presented in
the balance sheet in Borrower's most recent combined Financial Statements
delivered to Administrative Agent and each of the Lenders as required hereunder
(including as liabilities, all reserves required under GAAP for contingencies
and other potential liabilities) plus all Indebtedness or Borrower not otherwise
reported thereon.

All other capitalized terms used in this Section 0 shall have their meanings and
shall be determined under GAAP. All calculations shall be for Borrowers and
their respective Subsidiaries on a consolidated basis. For the purposes of
calculating the amount of Total Indebtedness in this Section 0, each scheduled
payment of interest and principal on any of the Loans made on the first of a
month shall be deemed to have been made on the immediately preceding day. Upon
completion of a Permitted Acquisition, the Target Company shall be included in
each of these covenants contained in this Section on a pro-forma basis,
including for periods prior to the completion of any such Permitted Acquisition.

Minimum Tangible Net Worth. Borrower covenants that Tangible Net Worth on the
         last day of each fiscal month shall be no less than Forty Five Million
         Dollars ($45,000,000).

Maximum Total Liabilities to Tangible Net Worth. Borrower covenants that the
         ratio of Total Liabilities minus Subordinated Indebtedness to Tangible
         Net Worth plus Subordinated Indebtedness calculated as of the last day

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         of each fiscal month specified in the table below, shall not be less
         than the ratio specified in such table opposite said fiscal month

        -------------------------------------------------------------------
                   Fiscal Month Ended                       Maximum Ratio
        -------------------------------------------------------------------
        Each July 31, August 31, and September 30             6.00:1.00


        -------------------------------------------------------------------
        Each January 31, February 28/29, March 31,            4.00:1.00
        April 30, May 31, June 30, October 31,
        November 30 and December 31
        -------------------------------------------------------------------


Maximum Total Funded Indebtedness to EBITDA. Borrower covenants that the ratio
         of Total Funded Indebtedness to EBITDA, calculated as of the last day
         of each fiscal month for twelve month period then ended: (i) shall be
         no more than 4.00:1.00 for any fiscal month ending January 31, February
         28/29, March 31, April 30, May 31, June 30, October 31, November 30, or
         December 31, and (ii) shall be no more than 6.00:1.00 for any fiscal
         month ending on July 31, August 31, or September 30.

Minimum EBIT to Net Sales. Borrower covenants that its EBITDA less depreciation
         and amortization expense as a percentage of net sales as set forth in
         Borrower's income statement, calculated as of the last day of each
         fiscal month for the twelve month period then ended, shall be no less
         than 0.50%.


Default.
--------
Events of Default. The occurrence of any one or more of the following events
         shall constitute an event of default (an "Event of Default"):

Failure to Pay Principal or Interest. Failure of Borrower to pay (i) any
                  interest accrued on any of the Loans when due, or (ii) any
                  principal of the Loans when due; provided, however, it shall
                  not be an Event of Default with respect to the payment of any
                  principal or interest on any Floorplan Loan or Interim
                  Floorplan Loan until the occurrence of a Floorplan Payment
                  Default. "Floorplan Payment Default" means any failure by
                  Borrower to make any payment, under a Statement of Transaction
                  by the thirtieth (30th) day following the last day of the no
                  interest period set forth in a Statement of Transaction.
                  "Floorplan Payment Default" shall not mean or include, and
                  shall exclude, any deductions, offsets or other disputes made
                  or asserted by Borrower which are accepted by or under
                  negotiation with Administrative Agent.

Failure to Pay Certain Other Amounts Owed to Lenders. Failure of Borrower to pay
                  any of the Loan Obligations (other than principal of the Loans
                  or interest accrued thereon and other than Administrative
                  Agent's costs and expenses Borrower is required to pay
                  pursuant Sections 0 and 0) within five Business Days after the
                  date when due.

Failure to Pay Examination and Appraisal Costs. Failure of Borrower to pay any
                  of Administrative Agent's costs and expenses required to be
                  paid by Borrower pursuant Sections 0 and 0 within 10 days
                  after the date when due.

Failure to Pay Amounts Owed to Other Persons. Failure of any Covered Person to
                  make any payment due on Indebtedness of such Covered Person
                  which such Indebtedness is over $500,000 in the aggregate to

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                  Persons (other than Indebtedness owed to Lenders under the
                  Loan Documents and other than Indebtedness owed to any Covered
                  Person's trade creditors in connection with the purchase of
                  such Covered Person's Inventory from such trade creditors) and
                  which failure continues unwaived beyond any applicable grace
                  period specified in the documents evidencing such
                  Indebtedness.

Representations or Warranties. Any of the Representations and Warranties is
                  discovered to have been false in any material respect when
                  made and is not cured within five Business Days of the date
                  such Representation and Warranty was made (provided such
                  breach can be cured within such period and provided that
                  Borrower works diligently and in good faith to cure any such
                  breach during such period).

Certain Covenants with Cure Periods. Failure of any Covered Person to comply
                  with any covenant in Section 0 (other than the covenants in
                  Section 0 referenced in Section 0 below) which is not cured
                  within 30 days after the initial occurrence of such failure,
                  provided noncompliance with such covenant can be cured within
                  such 30 day period and provided that Borrower works diligently
                  and in good faith to cure any such noncompliance during such
                  period.

Certain Covenants Without Cure Periods. Failure of any Covered Person to comply
                  with the covenants in Section 0, Section 0, Section 0, Section
                  0, Section 0, Section 0, and Section 0), Section 0, or Section
                  0.

Other Covenants. Failure of any Covered Person to comply with of any of the
                  terms or provisions of any of the Loan Documents applicable to
                  it (other than a failure which constitutes an Event of Default
                  under any of Sections 0 through 0).

Acceleration of Other Indebtedness. Any Obligation (other than a Loan
                  Obligation) of a Covered Person for the repayment of $500,000
                  in the aggregate or more of borrowed money is accelerated, or
                  becomes or is declared to be due and payable or required to be
                  prepaid (other than by an originally scheduled prepayment)
                  prior to the original Maturity thereof.

Default Under Other Agreements. The occurrence of any default or event of
                  default under any agreement to which a Covered Person is a
                  party (other than the Loan Documents), which default or event
                  of default continues unwaived beyond any applicable grace
                  period provided therein and has or is reasonably likely to
                  have a Material Adverse Effect or involves Indebtedness of
                  more than $500,000 in the aggregate.

Other Creditor Indebtedness. The occurrence of (i) any breach, default or event
                  of default by any Covered Person with respect to any of the
                  Other Creditor Indebtedness in excess of $500,000 in the
                  aggregate which is not cured or waived within any applicable
                  grace period, or (ii) the termination of any Intercreditor
                  Agreement by any party thereto, other than Administrative
                  Agent, prior to the payment in full of all of the Other
                  Creditor Indebtedness covered thereby.

Bankruptcy; Insolvency; Etc. A Covered Person (i) fails to pay, or admits in
                  writing its inability to pay, its debts generally as they
                  become due, or otherwise is not Solvent; (ii) makes an
                  assignment for the benefit of creditors; (iii) files a
                  petition in bankruptcy, is adjudicated insolvent or bankrupt,
                  petitions or applies to any tribunal for any receiver or any
                  trustee of such Covered Person or any substantial part of its
                  property; (iv) commences any proceeding relating to such
                  Covered Person under any reorganization, arrangement,

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                  readjustment of debt, dissolution or liquidation Law of any
                  jurisdiction, whether now or hereafter in effect; (v) has
                  commenced against it any such proceeding which remains
                  undismissed for a period of 60 days, or by any act indicates
                  its consent to, approval of, or acquiescence in any such
                  proceeding or the appointment of any receiver of or any
                  trustee for it or of any substantial part of its property, or
                  allows any such receivership or trusteeship to continue
                  undischarged for a period of 60 days but, except with regards
                  to Approvals issued on or prior to such commencement date
                  referred to in this clause (vi), no additional Loans shall be
                  made, no additional Letters of Credit shall be issued, and no
                  new Approvals shall be given during such period without all
                  Lenders' and Administrative Agent's prior written approval and
                  the prior written approval of any court of proper jurisdiction
                  deemed necessary by Administrative Agent; or (vii) takes any
                  action to authorize any of the foregoing; or (vii) takes any
                  action to authorize any of the foregoing.

Judgments; Attachment; Settlement; Etc. Any one or more judgments or orders is
                  entered against a Covered Person or any attachment or other
                  levy is made against the property of a Covered Person with
                  respect to a claim or claims involving in the aggregate
                  liabilities (not paid or fully covered by insurance, less the
                  amount of reasonable deductibles in effect on the Execution
                  Date) in an aggregate amount in excess of $500,000 and such
                  judgment becomes final and non-appealable or if timely
                  appealed is not fully bonded and collection thereof stayed
                  pending the appeal; or any Covered Person agrees to a
                  settlement obligating any Covered Person to make a payment
                  with respect to a claim or claims involving in the aggregate
                  liabilities (not paid or fully covered by insurance, less the
                  amount of reasonable deductibles in effect on the Execution
                  Date) in an aggregate amount in excess of $500,000.

Pension Benefit Plan Termination, Etc. Any Pension Benefit Plan termination by
                  the PBGC or the appointment by the appropriate United States
                  District Court of a trustee to administer any Pension Benefit
                  Plan or to liquidate any Pension Benefit Plan, which has or
                  reasonably could be likely to have a Material Adverse Effect;
                  or any event which constitutes grounds either for the
                  voluntary termination of any Pension Benefit Plan by the PBGC
                  or for the appointment by the appropriate United States
                  District Court of a trustee to administer or liquidate any
                  Pension Benefit Plan shall have occurred and be continuing for
                  thirty (30) days after Borrower has notice of any such event,
                  which has or reasonably could be likely to have a Material
                  Adverse Effect; or any voluntary termination of any Pension
                  Benefit Plan which is a defined benefit pension plan as
                  defined in Section 3(35) of ERISA while such defined benefit
                  pension plan has an accumulated funding deficiency in an
                  amount exceeding $500,000 in the aggregate unless
                  Administrative Agent has been notified of such intent to
                  voluntarily terminate such plan and Required Lenders have
                  given their consent and agreed that such event shall not
                  constitute an Event of Default; or the plan administrator of
                  any Pension Benefit Plan applies under Code Section 412(d) for
                  a waiver of the minimum funding standards of Code Section
                  412(1) and Required Lenders determine that the substantial
                  business hardship upon which the application for such waiver
                  is based could subject any Covered Person or ERISA Affiliate
                  of any Covered Person to a liability in excess of $500,000 in
                  the aggregate.

Liquidation or Dissolution. A Covered Person files a certificate of dissolution
                  under applicable state Law or is liquidated or dissolved or
                  suspends or terminates the operation of its business, or has
                  commenced against it any action or proceeding for its
                  liquidation or dissolution or the winding up of its business,

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                  or takes any action in furtherance thereof, except in
                  connection with the consolidation of such a Covered Person and
                  its assets with another Covered Person and its assets.

Seizure of Assets. All or any material part of the property of all Covered
                  Persons is nationalized, expropriated, seized or otherwise
                  appropriated, or custody or control of such property or of all
                  Covered Persons is assumed by any Governmental Authority or
                  any court of competent jurisdiction at the instance of any
                  Governmental Authority, unless the same is being contested in
                  good faith by proper proceedings diligently pursued and a stay
                  of enforcement is in effect.

Loan Documents; Security Interests. For any reason other than the failure of
                  Administrative Agent to take any action available to it to
                  maintain perfection of the Security Interests created in favor
                  of Administrative Agent for the benefit of Lenders pursuant to
                  the Loan Documents, any Loan Document ceases to be in full
                  force and effect or any Security Interest with respect to any
                  portion of the Collateral intended to be secured thereby
                  ceases to be, or is not, valid, perfected and prior to all
                  other Security Interests (other than the Permitted Security
                  Interests, and other than sales of Inventory and Equipment
                  expressly permitted hereunder made in the ordinary course of
                  business, to a bona fide purchaser, for fair market value, if
                  all of the proceeds thereof are delivered to Administrative
                  Agent as set forth herein) or is terminated, revoked or
                  declared void or invalid, or Borrower or any Covered Person
                  contests the Security Interests of Administrative Agent or
                  contests or denies that it has any liability or obligation
                  under any agreement, term, or condition contained in any Loan
                  Document to which Borrower or such Covered Person is a party.

Loss to Collateral. Any abandonment, loss, theft, damage or destruction of any
                  item or items of Collateral occurs which is not covered by
                  insurance as required herein and has or is reasonably likely
                  to have a Material Adverse Effect.

Guaranty; Guarantor. Any Guaranty ceases to be in full force and effect or any
                  action is taken to discontinue or assert the invalidity or
                  unenforceability of any Guaranty or any Guarantor fails to
                  comply with any of the terms or provisions of any Guaranty, or
                  any representation or warranty of Guarantor therein is false,
                  or any Guarantor denies that it has any further liability
                  under any Guaranty or gives notice to Lender to such effect,
                  or any Guarantor fails to furnish the financial statements
                  required under any Guaranty or otherwise breaches or is in
                  default of any obligation or covenant contained in any
                  Guaranty or any Guarantor, who is an individual dies.

Governmental Authority Bar. Borrower or any Covered Person is barred or
                  suspended from doing business with any Account Debtor that is
                  a Governmental Authority which suspension or bar has or is
                  reasonably likely to have a Material Adverse Effect.

Change of Control. Except pursuant to Section 14.20.2, in the case of GTSI, GTSI
                  merges or consolidates with or into another Person, or permits
                  any Person or Group, to become the record or beneficial owner,
                  directly or indirectly, on a fully diluted basis, of
                  securities representing 35% or more of the voting power of
                  GTSI's then outstanding securities having the power to vote or
                  35% or more of GTSI's then outstanding capital stock, or to
                  acquire the power to elect a majority of the Board of
                  Directors of GTSI. In the case of any Covered Person other
                  than GTSI, such Covered Person merges or consolidates with or
                  into another Person, other than a Covered Person, or otherwise
                  permits any Person or Group, other than one or more other
                  Borrowers, to become the record or beneficial owner, directly
                  or indirectly, on a fully diluted basis, of any securities
                  representing any of the voting power of such Covered Person or

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                  any of such Covered Person's then outstanding capital stock or
                  other equity interests, or to acquire the power to elect any
                  Person to the board of directors (or other management position
                  in the case of Covered Persons which are not corporation) of
                  such Covered Person.

Cross-Default. An Event of Default under this Agreement will automatically and
         immediately constitute a default under every other Loan Document
         without regard to any requirement therein for the giving of notice or
         the passing of time.

Rights and Remedies.

Termination of Facilities. Upon an Event of Default described in Section 0, all
                  of the Facilities shall be deemed canceled without any action
                  or notice by the Lenders or Administrative Agent, and Lenders
                  shall have no obligation to make any further or subsequent
                  Advances or fund Approvals issued in accordance with this
                  Agreement. Upon the occurrence and during the continuance of
                  any other Event of Default, the Required Lenders in their sole
                  and absolute discretion may cancel the Facilities. Such
                  cancellation may be, in any case, without presentment, demand
                  or notice of any kind, which Borrower expressly waives.
                  Borrower hereby waives any requirement for notice of
                  acceleration.

Acceleration; Funding. Upon an Event of Default described in Section 0, all of
                  the outstanding Loan Obligations shall automatically become
                  immediately due and payable and Administrative Agent shall
                  cease making Advances. Upon the occurrence and during the
                  continuance of any other Event of Default, and at any time
                  thereafter, (i) Administrative Agent may or, at the direction
                  of the Required Lenders shall, cease making Advances (except
                  Advances to fund Approvals previously issued shall be made),
                  and (ii) the Required Lenders in their sole and absolute
                  discretion may declare all of the outstanding Loan Obligations
                  immediately due and payable. Any such acceleration may be, in
                  either case, without presentment, demand or notice of any
                  kind, which Borrower expressly waives.

Right of Set-off. During an Existing Default, each Lender is hereby authorized,
                  without notice to Borrower (any such notice being expressly
                  waived by Borrower), to the fullest extent permitted by law,
                  to set off and apply against the Loan Obligations any and all
                  deposits (general or special, time or demand, provisional or
                  final) or any other assets at any time held by or at such
                  Lender or under the control of or otherwise pledged to such
                  Lender, or any other Indebtedness at any time owing by such
                  Lender (or its Affiliate) to or for the credit or the account
                  of Borrower, irrespective of whether or not such Lender shall
                  have made any demand under this Agreement or the Notes or any
                  Guaranty and although such Loan Obligations may be unmatured.
                  The rights of each Lender under this Section are in addition
                  to other rights and remedies (including other rights of
                  set-off) which such Lender may otherwise have. Any such
                  amounts, deposits, property or assets shall be promptly
                  turned-over to Administrative Agent in the form received for
                  application to the Loan Obligations as set forth in this
                  Agreement, and until turned over to Administrative Agent such
                  amounts, deposits, property and assets shall be held by such
                  Lender in trust for the benefit of Administrative Agent and
                  the other Lenders. During an Existing Default, Administrative
                  Agent is hereby authorized, without notice to Borrower (any
                  such notice being expressly waived by Borrower), to set off
                  and apply against the Loan Obligations any and all deposits
                  (general or special, time or demand, provisional or final) or
                  other assets at any time held by or at Administrative Agent,
                  or under the control of or otherwise pledged to Administrative

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                  Agent, or any other Indebtedness at any time owing by
                  Administrative Agent or any Affiliate thereof to or for the
                  credit or the account of Borrower, irrespective of whether or
                  not Administrative Agent or any Affiliate thereof shall have
                  made any demand under this Agreement or the Loan Obligations
                  and although such Loan Obligations may be unmatured.

Notice to Account Debtors. Upon the occurrence and during the continuance of an
                  Event of Default, Administrative Agent may (if Required
                  Lenders concur or direct), without prior notice to Borrower,
                  notify any or all Account Debtors that the Accounts have been
                  assigned to Administrative Agent for the benefit of Lenders
                  and that Administrative Agent has a Security Interest therein
                  for the benefit of Lenders, and Administrative Agent may
                  direct, or Borrower, at Administrative Agent's request, shall
                  direct, any or all Account Debtors to make all payments upon
                  the Accounts directly to Administrative Agent for the benefit
                  of Lenders.

Entry Upon Premises and Access to Information. Upon the occurrence and during
                  the continuance of an Event of Default, Administrative Agent
                  may (or shall at the direction of the Required Lenders) (i)
                  enter upon the premises leased or owned by Borrower where
                  Collateral is located (or is believed to be located) without
                  any obligation to pay rent to Borrower, or any other place or
                  places where Collateral is believed to be located, (ii) render
                  Collateral usable or saleable, (iii) remove Collateral
                  therefrom to the premises of Administrative Agent or any agent
                  of Administrative Agent for such time as Administrative Agent
                  may desire in order effectively to collect or liquidate
                  Collateral; (iv) take possession of, and make copies and
                  abstracts of, Borrower's original books and records, obtain
                  access to Borrower's data processing equipment, computer
                  hardware and software relating to any of the Collateral and
                  use all of the foregoing and the information contained therein
                  in any manner Administrative Agent deems appropriate in
                  connection with the exercise of Administrative Agent's rights;
                  and (v) notify postal authorities to change the address for
                  delivery of Borrower's mail to an address designated by
                  Administrative Agent and to receive, open and process all mail
                  addressed to Borrower.

Completion of Uncompleted Inventory Items. Upon the occurrence and during the
                  continuance of an Event of Default, Administrative Agent may
                  (or shall at the direction of the Required Lenders) request
                  that Borrower, and Borrower shall upon such request, use
                  Borrower's reasonable efforts to obtain the consent of its and
                  any other Covered Person's customers to the completion (before
                  or after foreclosure by Administrative Agent of its security
                  interest therein) of the manufacture of all uncompleted
                  Inventory items that Borrower or any other Covered Person was
                  manufacturing for such customers pursuant to contracts or
                  accepted purchase orders, and the commitment by such customers
                  to purchase such items upon their completion as provided in
                  the relevant contracts or accepted purchase orders. Borrower
                  shall, as an uncompensated agent for Lenders, complete or
                  cause to be completed the manufacture and shipment of all such
                  items as provided in the relevant contracts or accepted
                  purchase orders if Administrative Agent so directs.

Borrower's Obligations. Upon the occurrence and during the continuance of an
                  Event of Default, Borrower shall, if Administrative Agent so
                  requests, assemble all the movable tangible Collateral and
                  make it available to Administrative Agent at a place or places
                  to be designated by Administrative Agent in its discretion.

Secured Party Rights. Upon the occurrence and during the continuance of an Event
                  of Default:

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Administrative Agent may (and at the direction of the Required Lenders shall)
                  exercise any or all of its rights under the Security Documents
                  as a secured party under the UCC and any other applicable Law;
                  and

Administrative Agent may sell or otherwise dispose of any or all of the
                  Collateral at public or private sale in a commercially
                  reasonable manner, which sale Administrative Agent may
                  postpone from time to time by announcement at the time and
                  place of sale stated in the notice of sale or by announcement
                  at any adjourned sale without being required to give a new
                  notice of sale, all as Administrative Agent deems advisable,
                  for cash or credit. A Lender may become the purchaser at any
                  such sale if permissible under applicable Law, and Borrower
                  agrees that such Lender has no obligation to preserve rights
                  to Collateral against prior parties or to marshal any
                  Collateral for the benefit of any Person. Borrower agrees that
                  if Administrative Agent conducts a private sale of any
                  Collateral by requesting bids from five or more dealers,
                  distributors, or lessors in that type of Collateral, any sale
                  by Administrative Agent of such Collateral, in bulk or in
                  parcels, to the bidder submitting the highest cash bid
                  therefor, which occurs within 120 days of the later to occur
                  of (a) Administrative Agent taking possession and control of
                  such Collateral, or (b) Administrative Agent being otherwise
                  authorized or permitted to sell such Collateral, is a
                  commercially reasonable sale of such Collateral under the UCC.
                  Borrower further agrees that 10 (ten) or more days prior
                  written notice will be commercially reasonable notice of any
                  public or private sale. Borrower agrees that the purchase of
                  any Collateral by a Vendor, as provided in any agreement
                  between Administrative Agent and the Vendor or GECDF and
                  Vender, is a commercially reasonable disposition and private
                  sale of such Collateral under the UCC, and no request for bids
                  shall be required. Borrower irrevocably waives any requirement
                  that Administrative Agent retain possession and not dispose of
                  any Collateral until after an arbitration hearing, arbitration
                  award, confirmation, trial or final judgment. If
                  Administrative Agent disposes of any such Collateral other
                  than as herein contemplated, the commercial reasonableness of
                  such disposition will be determined in accordance with the
                  Laws of the State governing this Agreement.

Joint and Several.

                  Each Obligation and liability of Borrower to Administrative
                  Agent, Letter of Credit Issuer, and each Lender, including the
                  Loan Obligations, are the joint and several obligations of
                  Borrower, and Administrative Agent, Letter of Credit Issuer,
                  and any Lender may proceed directly against any Borrower, or
                  all Borrowers, or any Guarantor, or any Collateral, or all of
                  the foregoing, or any one of the foregoing or any combination
                  of the foregoing, without first proceeding against Borrower or
                  any Collateral, or without joining all Persons liable or
                  potentially liable for any portion of the Loan Obligations in
                  one action. Borrower shall be jointly and severally liable as
                  primary obligor and not merely as surety for repayment of all
                  Loan Obligations arising under the Loan Documents. Such joint
                  and several liability shall apply to Borrower regardless of
                  whether any Advance was only requested by or on behalf of or
                  made to any other Borrower or the proceeds of any Advance were
                  used only by or on behalf of any other Borrower or any
                  indemnification Obligation or any other Obligation arose only
                  as a result of the action of any other Borrower. If any

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                  Borrower makes a payment in respect of the Loan Obligations
                  hereunder and under the other Loan Documents, it shall have
                  the rights of contribution described in this Section below
                  against the other Borrower or Borrowers; provided that such
                  Borrower shall not exercise its right of contribution until
                  all of the Loan Obligations are fully and indefeasibly paid
                  and satisfied, and the Facilities are terminated, no Letters
                  of Credit are outstanding and the Letter of Credit Exposure is
                  zero and Lenders have no further obligation to extend credit
                  to or for the account of any Borrower; provided, however, that
                  Administrative Agent is hereby granted, for the benefit of the
                  Lenders, a Security Interest in such right of contribution and
                  may enforce such right during an Existing Default. It is the
                  intent of Borrower, Administrative Agent, Letter of Credit
                  Issuer and the Lenders that Borrower's maximum obligation to
                  repay the Loan Obligations hereunder and under the other Loan
                  Documents (the Loan Obligation Limit) shall not exceed the
                  greater of (i) the amount actually borrowed or received
                  directly or indirectly by such Borrower with respect thereto
                  and (ii) the amount which is $1.00 less than the amount which,
                  if recorded by such Borrower as a liability, would render such
                  Borrower not Solvent. To the extent that any Borrower makes a
                  payment on any of the Loan Obligations (a "Loan Obligation
                  Payment"), such Borrower (the "Entitled Borrower") is entitled
                  to contribution and indemnification from, and reimbursement
                  by, each other Borrower (a "Contributing Borrower") in the
                  amount of the Contribution Obligation of such Contributing
                  Borrower hereunder. The "Contribution Obligation" of a
                  Contributing Borrower with respect to the Loan Obligation
                  Payment of an Entitled Borrower is an amount equal to the
                  greater of (1) the lesser of (x) such Contributing Borrower's
                  Loan Obligation Limit at the time the Loan Obligation Payment
                  is made and (y) such Contributing Borrower's Allocable Share
                  of the Loan Obligation Payment, and (2) the amount of all
                  proceeds from the Loan Obligations actually received by such
                  Contributing Borrower or applied by the recipient thereof
                  directly or indirectly for the benefit of such Contributing
                  Borrower, less the sum of any repayments thereof and any Loan
                  Obligation Payments made by such Contributing Borrower prior
                  to the time the applicable Loan Obligation Payment is made.
                  The "Allocable Share" of a Contributing Borrower is a
                  fraction, the numerator of which is such Contributing
                  Borrower's Loan Obligation Limit at the time the applicable
                  Loan Obligation Payment is made and the denominator of which
                  is the sum of the Loan Obligation Limits of all of the
                  Contributing Borrowers (plus a similarly computed amount for
                  any Guarantor which has a similar obligation to make a
                  contribution) as of such time.

Miscellaneous. During an Existing Default, Administrative Agent or Lenders may
                  (and Administrative Agent shall at the direction of the
                  Required Lenders) exercise any other rights and remedies
                  available to Administrative Agent or Lenders under the Loan
                  Documents or otherwise available to Administrative Agent or
                  Lenders at law or in equity.

Application of Funds. Any funds received by Lenders or Administrative Agent for
         the benefit of Lenders with respect to any Loan Obligation after its
         Maturity or acceleration thereof, including proceeds of Collateral,
         shall be applied as follows: (i) first, to reimburse Lenders based on
         their respective pro-rata shares for any amounts due to Lenders under
         Section 0; (ii) second, to reimburse to Administrative Agent all
         unreimbursed costs and expenses paid or incurred by Administrative
         Agent that are payable or reimbursable by Borrower hereunder; (iii)
         third, to reimburse to Lenders based on their respective pro-rata
         shares for unreimbursed costs and expenses paid or incurred by Lenders
         (including costs and expenses incurred by Administrative Agent as a
         Lender that are not reimbursable as provided in the preceding clause)
         that are payable or reimbursable by Borrower hereunder; (iv) fourth, to
         the payment of interest accrued on the Loans to each of Lenders based

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         on their respective pro-rata shares; (v) fifth, pari passu to (a) the
         payment of the Loans of each of Lenders, in such order as each Lender
         determines in its absolute discretion (b) to the payment of
         Interest/Currency Hedge Obligations; and (c) to Letter of Credit Issuer
         as cash collateral for the Letter of Credit Exposure; and (vi) sixth,
         to the payment of the other Loan Obligations based on each Lender's
         respective pro-rata shares. Any remaining amounts shall be applied to
         payment of all the Obligations to Administrative Agent. Any further
         remaining amounts shall be paid to Borrower or such other Persons as
         shall be legally entitled thereto. Except as expressly provided
         otherwise herein, Lenders may apply, and reverse and reapply, payments
         and proceeds of the Collateral to the Loan Obligations in such order
         and manner as Lenders determine in their absolute discretion. Borrower
         hereby irrevocably waives the right to direct the application of
         payments and proceeds of the Collateral. Notwithstanding the foregoing,
         Administrative Agent and the Lenders may, with respect to the Aggregate
         Floorplan Loan Facility apply: (i) at any time, payments to reduce
         finance charges first and then principal, regardless of Borrower's
         instructions; and (ii) principal payments to the oldest (earliest)
         invoice for Collateral financed by Administrative Agent and Lenders
         under the Aggregate Floorplan Loan Facility (including the Interim
         Floorplan Loan Facility), but, in any event, all principal payments
         will first be applied to such Collateral financed by Administrative
         Agent and Lenders under the Aggregate Floorplan Loan Facility
         (including the Interim Floorplan Loan Facility) which is sold, lost,
         stolen, damaged, rented, leased, or otherwise disposed of or
         unaccounted for.

Limitation of Liability; Waiver. Administrative Agent and Lenders shall not be
         liable to Borrower as a result of any commercially reasonable
         possession, repossession, collection or sale by Administrative Agent of
         Collateral; and Borrower hereby waives all rights of redemption from
         any such sale and the benefit of all valuation, appraisal and exemption
         Laws. If Administrative Agent seeks to take possession of any of the
         Collateral by replevin or other court process, Borrower hereby
         irrevocably waives (i) the posting of any bonds, surety and security
         relating thereto required by any statute, court rule or otherwise as an
         incident to such possession, (ii) any demand for possession of the
         Collateral prior to the commencement of any suit or action to recover
         possession thereof, (iii) any requirement that Administrative Agent
         retain possession and not dispose of any Collateral until after trial
         or final judgment, and (iv) to the extent permitted by applicable Law,
         all rights to notice and hearing prior to the exercise by
         Administrative Agent of Administrative Agent's right to repossess the
         Collateral without judicial process or to replevy, attach or levy upon
         the Collateral without notice or hearing. Administrative Agent shall
         have no obligation to preserve rights to the Collateral or to marshal
         any Collateral for the benefit of any Person.

Notice. Any notice of intended action required to be given by Administrative
         Agent (including notice of a public or private sale of Collateral), if
         given as provided in Section 0 at least 10 days prior to such proposed
         action, shall be effective and constitute reasonable and fair notice to
         Borrower.

Administrative Agent and Lenders.
---------------------------------
Appointment, Powers, and Immunities. GECDF is hereby appointed Administrative
         Agent hereunder and under each of the other Loan Documents. Each Lender
         hereby irrevocably appoints and authorizes Administrative Agent to act
         as its agent under this Agreement and the other Loan Documents with
         such powers and discretion as are specifically delegated to
         Administrative Agent by the terms of this Agreement and the other Loan
         Documents, together with such other powers as are reasonably incidental
         thereto. Administrative Agent (which term as used in this sentence and
         in Section 0 and the first sentence of Section 0 hereof shall include
         its Affiliates and its own and its Affiliates' officers, directors,

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         employees, representatives, and agents): (i) 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; (ii) 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
         Covered Person or any other Person to perform any of its obligations
         thereunder; (iii) 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 Covered Person or the satisfaction of
         any condition or to inspect the property (including the books and
         records) of any Covered Person or any of its Subsidiaries or
         Affiliates; (iv) unless directed in writing by the Required Lenders,
         shall not be required to initiate or conduct any litigation or
         collection proceedings under any Loan Document (other than normal
         collection procedures from the Lockboxes); and (v) 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. Administrative 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.

Reliance by Administrative Agent. Administrative Agent shall be entitled to rely
         upon any certification, notice, instrument, writing, or other
         communication (including 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 Covered Person),
         independent accountants, and other experts selected by Administrative
         Agent. Administrative Agent may deem and treat the payee of any Note as
         the holder thereof for all purposes hereof unless and until
         Administrative Agent receives and accepts an Assignment and Acceptance
         executed in accordance with this Agreement. As to any matters not
         expressly provided for by this Agreement, Administrative 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 Administrative Agent shall not
         be required to take any action that exposes Administrative 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.

Employment of Administrative Agents and Counsel. Administrative Agent may
         execute any of its duties hereunder by or through employees, agents,
         and attorneys-in-fact and shall not be liable to any Lender, except
         with respect to money or securities received by it or such agents or
         attorneys-in-fact, for the default or misconduct of any such agents or
         attorneys-in-fact selected by it with reasonable care. Administrative
         Agent shall be entitled to advice of counsel concerning all matters
         pertaining to the agency hereby created and its duties hereunder and
         shall not be liable to any Lender for acting or failing to act as
         advised by such counsel, except where doing so violates an express
         obligation of Administrative Agent under the Loan Documents.

Defaults. Administrative Agent shall not be deemed to have knowledge or notice
         of the occurrence of a Default or Event of Default unless
         Administrative Agent has received written notice from a Lender or
         Borrower specifying such Default or Event of Default and stating that
         such notice is a "Notice of Default". If Administrative Agent receives
         such a written notice of the occurrence of a Default or Event of

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         Default, Administrative Agent shall promptly give notice thereof to the
         Lenders. Administrative Agent shall (subject to Section 0 hereof) take
         such action with respect to such Default or Event of Default as shall
         be directed by the Required Lenders, provided that, unless and until
         Administrative Agent shall have received such directions,
         Administrative 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.

Rights as Lender. With respect to its Facilities and the Loans made by it, GECDF
         (and any successor acting as Administrative 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
         Administrative Agent, and the term "Lender" or "Lenders" shall, unless
         the context otherwise indicates, include Administrative Agent in its
         individual capacity as a Lender. GECDF (and any successor acting as
         Administrative 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 Covered Person or any of
         its Subsidiaries or Affiliates or any Guarantor as if it were not
         acting as Administrative Agent, and GECDF (and any successor acting as
         Administrative Agent) and its Affiliates may accept fees and other
         consideration from any Covered Person or any of its Subsidiaries or
         Affiliates or any Guarantor for services in connection with this
         Agreement or otherwise without having to account for the same to
         Lenders.

Indemnification. The Lenders agree to reimburse and indemnify Administrative
         Agent (to the extent not reimbursed under the terms of Section 0, but
         without limiting the obligations of Borrower under such Section) in
         accordance with their respective pro-rata shares, for any and all
         liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, costs, expenses (including reasonable attorneys'
         fees), or disbursements of any kind and nature whatsoever that may be
         imposed on, incurred by or asserted against Administrative 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 Administrative 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 Administrative Agent promptly upon demand
         for its pro-rata share of any costs or expenses payable by Borrower to
         Administrative Agent under this Agreement or the other Loan Documents,
         to the extent that Administrative Agent is not promptly reimbursed for
         such costs and expenses by Borrower. If Lenders reimburse
         Administrative Agent and Administrative Agent subsequently receives
         reimbursement from Borrower, Administrative Agent shall promptly remit
         to the Lenders (without interest) their pro-rata share of such
         reimbursement received from Borrower. The agreements contained in this
         Section shall survive payment in full of the Loans and all other
         amounts payable under this Agreement and the termination of the
         Facilities. If Administrative Agent is for any reason compelled to
         surrender any payment or any proceeds of the Collateral because such
         payment or the application of such proceeds is for any reason
         invalidated, declared fraudulent, set aside, or determined to be void
         or voidable as a preference, an impermissible set-off, or a diversion
         of trust funds, then this Agreement and the Loan Obligations to which
         such payment or proceeds was applied or intended to be applied shall be
         revived as if such application was never made, and to the extent
         Administrative Agent has been compelled to surrender any such payment
         or proceeds which have been distributed by Administrative Agent to a
         Lender and Borrower has not repaid such amounts immediately upon demand
         by Administrative Agent, such Lender shall be liable to pay to
         Administrative Agent the amount of any such payments or proceeds so

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         received by Lender and surrendered by Administrative Agent, and shall
         indemnify Administrative Agent for and hold Administrative Agent
         harmless from any loss with respect to payments or proceeds received by
         such Lender and surrendered by Administrative Agent.

Notification of Lenders. Each Lender agrees to use commercially reasonable
         efforts (but no Lender shall have liability to any other Lender or
         Administrative Agent for failure to use such commercially reasonable
         efforts, unless such failure is due to a Lender's willful misconduct in
         not using such commercially reasonable efforts), upon becoming actually
         aware of anything which has or is reasonably likely to have a Material
         Adverse Effect on any Covered Person, including any Guarantor, to
         promptly notify Administrative Agent thereof. Administrative Agent
         shall promptly deliver to each Lender copies of every written notice,
         demand, report (including any financial report), or other writing which
         Administrative Agent gives to or receives from Borrower or any Lender,
         or of which Administrative Agent, in its capacity as a Lender otherwise
         becomes actually aware, and which itself (a) constitutes, or which
         contains information about, something that has or is reasonably likely
         to have a Material Adverse Effect on any Covered Person, including any
         Guarantor, or (b) is otherwise delivered to Administrative Agent by
         Borrower pursuant to the Loan Documents and is deemed material
         information by Administrative Agent in its sole discretion. Any Lender
         may specifically request certain information regarding any Covered
         Person which it reasonably believes is in the possession of
         Administrative Agent. Administrative Agent and its directors, officers,
         agents, and employees shall have no liability to any Lender for failure
         to deliver any such item to such Lender unless the failure constitutes
         gross negligence or willful misconduct.

Non-Reliance on Agent and Other Lenders. Each Lender agrees that it has,
         independently and without reliance on Administrative Agent or any other
         Lender, and based on such documents and information as it has deemed
         appropriate, made its own credit analysis of the Covered Persons and
         their Subsidiaries and the Guarantors and its own decision to enter
         into this Agreement and that it will, independently and without
         reliance upon Administrative 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 Administrative Agent hereunder, Administrative 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 Covered Person or any of its Subsidiaries
         or Affiliates or any of the Guarantors that may come into the
         possession of Administrative Agent or any of its Affiliates.

Resignation. Administrative Agent may resign at any time by giving notice
         thereof to the Lenders and Borrower. Upon any such resignation, the
         Required Lenders shall have the right to appoint a successor
         Administrative Agent. Effective with such resignation, the resigning
         Administrative Agent shall assign (at Borrower's sole cost and expense)
         all Security Interests in the Collateral, security documents and UCC
         filings, and do all other things reasonably necessary so as to assign
         and transfer the Security Interests in the Collateral (including, all
         documents effectuating or evidencing such Security Interests) to any
         successor Administrative Agent. The successor Administrative Agent
         appointed by the Required Lenders shall be a Lender. If no successor
         Administrative Agent shall have been so appointed by the Required
         Lenders and shall have accepted such appointment within thirty (30)
         days after the retiring Administrative Agent's giving of notice of
         resignation, then the retiring Administrative Agent may, on behalf of
         the Lenders, appoint a successor Administrative Agent which shall be a

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         commercial bank or other financial institution organized under the laws
         of the United States or any state thereof having combined capital and
         surplus of at least $300,000,000. Upon the acceptance of any
         appointment as Administrative 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
         Administrative Agent, and the retiring Administrative Agent shall be
         discharged from its duties and obligations hereunder. After any
         retiring Administrative Agent's resignation hereunder as Administrative
         Agent, the provisions of this Section 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 Administrative Agent.

Collections and Distributions to Lenders by Administrative Agent. Except as
         otherwise provided in this Agreement, including the other provisions of
         this Agreement pertaining to interest in the Floorplan Loans and the
         Interim Floorplan Loans and the provisions of Section 0 pertaining to
         the suspension or reduction of payments of principal and interest to
         the Lenders under certain circumstances, all payments of interest,
         fees, principal and other amounts received by Administrative Agent for
         the account of Lenders shall be distributed by Administrative Agent to
         Lenders in accordance with their pro-rata shares of the outstanding
         Loan Obligations at the time of such distribution by wire transfer of
         same day funds to Lenders as provided in this Agreement (or entirely to
         Administrative Agent in the case of payments of interest, fees or
         principal with respect to the Swingline Loan) on the Settlement Date
         following the date when received, unless received after 12:00 noon
         (Local Time) on a Settlement Date, in which case they shall be so
         distributed by 12:00 noon (Local Time) on the next Settlement Date. All
         amounts received by any Lender on account of the Loan Obligations,
         including amounts received by way of setoff, shall be paid over
         promptly to Administrative Agent for distribution to Lenders as
         provided above in this Section. Such distributions shall be made
         according to instructions that each Lender may give to Administrative
         Agent from time to time.

Provision Regarding Payments. Lenders agree that the Lenders shall be obligated
         to make any required purchase and or sale from another Lender on a
         Settlement Date or required reimbursement to Administrative Agent
         following the termination of the Lenders obligations to make Advances
         under Sections 0 (A) and (B) of this Agreement. The parties acknowledge
         and agree that the provisions of this Section 0 are solely for the
         benefit of Administrative Agent and the Lenders and not for Borrower or
         any other Person.

General.
--------
Lenders' Right to Cure. Administrative Agent or any Lender may (but shall not be
         obligated to), from time to time, in its absolute discretion, for
         Borrower's account and at Borrower's expense, pay (or, with the consent
         of Required Lenders, make a Revolving Loan Advance, or Floorplan Loan
         Advance to pay) any amount or do any act required of Borrower hereunder
         or requested by Administrative Agent or Required Lenders to preserve,
         protect, maintain or enforce the Loan Obligations, the Collateral or
         Administrative Agent's Security Interests therein for the benefit of
         Lenders, and which Borrower fails to pay or do, including payment of
         any judgment against Borrower, insurance premium, Taxes, warehouse
         charge, finishing or processing charge, landlord's claim, and any other
         Security Interest upon or with respect to the Collateral. All payments
         that Lenders make pursuant to this Section and all out-of-pocket costs
         and expenses that Lenders pay or incur in connection with any action
         taken by them hereunder shall be a part of the Loan Obligations, the
         repayment of which shall be secured by the Collateral. Any payment made
         or other action taken by Lenders pursuant to this Section shall be
         without prejudice to any right to assert an Event of Default hereunder
         and to pursue Lender's other rights and remedies with respect thereto.

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Rights Not Exclusive. Every right granted to Administrative Agent and Lenders
         hereunder or under any other Loan Document or allowed to it at law or
         in equity shall be deemed cumulative and may be exercised from time to
         time.

Survival of Agreements. All covenants and agreements made herein and in the
         other Loan Documents shall survive the execution and delivery of this
         Agreement, the Notes and other Loan Documents and the making of every
         Advance. All agreements, obligations and liabilities of Borrower under
         this Agreement concerning the payment of money to Administrative Agent
         and Lenders, including Borrower's obligations under Sections 0 and 0,
         but excluding the obligation to repay the Loans and interest accrued
         thereon, shall survive the repayment in full of the Loans and interest
         accrued thereon, whether or not indefeasible, the return of the Notes
         to Borrower and the termination of the Facilities.

Assignments.

Permitted Assignments. At any time after the Execution Date, any Lender may
                  assign to one or more Eligible Assignees all or a portion of
                  its rights and obligations under this Agreement (including all
                  or a portion of the Notes payable to it, its Facilities and
                  its Loans), provided that the terms of assignment satisfy the
                  following requirements:

  Administrative Agent shall have accepted the assignment, which acceptance
                           shall not be unreasonably withheld; provided,
                           however, that if the Facilities have been terminated
                           and the Loan Obligations accelerated by the Required
                           Lenders, then Administrative Agent's consent shall
                           not be required; and provided further, however an
                           assignment from a Lender to an Affiliate of such
                           Lender shall not require the prior written acceptance
                           of Administrative Agent, but such Lender shall give
                           prior written notice of such assignment to
                           Administrative Agent and such assignment shall
                           otherwise be subject to all of the terms and
                           provisions of this Section and this Agreement.

  Each such assignment shall be of a constant, and not a varying, percentage of
                           all of the assigning Lender's rights and obligations
                           under this Agreement.

  For each assignment involving the issuance and transfer of Notes, the
                           assigning Lender shall execute an Assignment and
                           Acceptance in the form of Exhibit 0 together with any
                           Note subject to such assignment and a processing fee
                           of $4,000.

  The minimum Facility which shall be assigned (which shall include the
                           applicable portion of the assigning Lender's
                           Revolving Loan Facility, and Floorplan Loan Facility
                           and the Letter of Credit Facility, (and in the case
                           of Administrative Agent, the Swingline Facility and
                           the Interim Floorplan Loan Facility)) is Five Million
                           Dollars ($5,000,000) or such lesser amount which
                           constitutes such Lender's entire Facility; provided,
                           however, that no such minimum shall apply between a
                           Lender and its Affiliates, or between one Lender and
                           another Lender or to an assignment of all of a
                           Lender's rights and obligations under this Agreement.

The assignee shall have an office located in the United States and is otherwise
an Eligible Assignee.

                  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

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                  under this Agreement. Upon the consummation of any assignment
                  pursuant to this Section, the assignor, Administrative Agent
                  and 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 or a State thereof, it shall deliver to
                  Borrower and Administrative Agent certification as to the
                  exemption from deduction or withholding of Taxes in accordance
                  with Section 0.

Register; Consequences and Effect of Assignments.

  From and after the effective date specified in any Assignment and Acceptance,
                           the assignee shall be deemed and treated as a party
                           to this Agreement and, to the extent that rights and
                           obligations hereunder and under the Notes held by the
                           assignor have been assigned or negotiated to the
                           assignee pursuant to such Assignment and Acceptance,
                           to have the rights and obligations of a Lender
                           hereunder as fully as if such assignee had been named
                           as a Lender in this Agreement and of a holder of such
                           Notes, and the assignor shall, to the extent that
                           rights and obligations hereunder or under such Notes
                           have been assigned or negotiated by it pursuant to
                           such Assignment and Acceptance, relinquish its rights
                           and be released from its future obligations under
                           this Agreement.

  By executing and delivering an Assignment and Acceptance, the assignor
                           thereunder and the assignee confirm to and agree with
                           each other and the other parties hereto substantially
                           as follows: (i) the assignment made under such
                           Assignment and Acceptance is made without recourse;
                           (ii) such assignor makes no representation or
                           warranty and assumes no responsibility with respect
                           to the financial condition of any Covered Person or
                           Guarantor or the performance or observance by any
                           Covered Person or Guarantor of any of its Loan
                           Obligations; (iii) such assignee confirms that it has
                           received a copy of this Agreement, together with
                           copies of the Financial Statements and such other
                           Loan Documents and other documents and information as
                           it has deemed appropriate to make its own credit
                           analysis and decision to enter into such Assignment
                           and Acceptance; (iv) such assignee will,
                           independently and without reliance upon
                           Administrative Agent, such assignor, or any other
                           Lender, and based on such documents and information
                           as it deems appropriate at the time, continue to make
                           its own credit decisions in taking or not taking
                           action under this Agreement; (v) such assignee
                           appoints and authorizes Administrative Agent to take
                           such action as agent on its behalf and to exercise
                           such powers under this Agreement and the other Loan
                           Documents as are delegated to Administrative Agent by
                           the terms hereof and thereof, together with such
                           powers as are reasonably incidental thereto; and (vi)
                           such assignee agrees that it will perform in
                           accordance with their terms all of the obligations
                           which by the terms of this Agreement are required to
                           be performed by it as a Lender and a holder of a
                           Note.

  Administrative Agent shall maintain at its address referred to herein 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
                           Facility of, and principal amount of Loans owing to,
                           each Lender from time to time (the "Register"). The
                           entries in the Register shall be conclusive and

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                           binding for all purposes, absent manifest error, and
                           Borrower, Administrative 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 Borrower or any Lender at any
                           reasonable time and from time to time upon reasonable
                           prior notice. Upon its receipt of an Assignment and
                           Acceptance executed by the parties thereto, together
                           with any Note subject to such assignment and payment
                           of the processing fee, Administrative Agent shall, if
                           such Assignment and Acceptance has been completed and
                           is in substantially the form of Exhibit 0 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 and to Borrower.

Administrative Agent to Retain Copies of Assignments and Acceptances.
                  Administrative Agent shall maintain a copy of each Assignment
                  and Acceptance delivered to and accepted by it.

Notice to Borrower of Assignment. Upon its receipt of an Assignment and
                  Acceptance executed by an assigning Lender, if Administrative
                  Agent accepts the assignment contemplated thereby,
                  Administrative Agent shall give prompt notice thereof to
                  Borrower. Borrower shall execute and deliver replacement Notes
                  to the assignor and assignee as requested by Administrative
                  Agent and necessary to give effect to the assignment. If
                  Borrower fails or refuses to execute and deliver such
                  replacement Notes, Administrative Agent may, as agent and
                  attorney-in-fact for Borrower, execute and deliver such
                  replacement Notes on behalf of Borrower. Borrower hereby
                  appoints Administrative Agent as its agent and
                  attorney-in-fact for such purpose and acknowledges that such
                  power is coupled with an interest and therefore irrevocable
                  until the Loan Obligations have been indefeasibly paid in full
                  in cash and the Facilities have terminated. Administrative
                  Agent shall not have any liability to Borrower or anyone else,
                  including any Lender, as a consequence of exercising the power
                  granted to Administrative Agent in the foregoing sentence in
                  any instance.

Assignment to Federal Reserve Bank. Notwithstanding any other provision set
                  forth in this Agreement, any Lender may at any time assign and
                  pledge all or any portion of its Loans and its Notes 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.

Information. Subject to the terms and conditions of Section 0, any Lender or
                  Administrative Agent may furnish any information concerning
                  Borrower or any of its Subsidiaries in the possession of such
                  Lender or Administrative Agent, as the case may be, from time
                  to time to assignees, Affiliates or participants (including
                  prospective assignees and participants).

Sale of Participations. Each Lender may sell participations to one or more
                  Persons (other than Borrower or an Affiliate of Borrower) in
                  all or a portion of its rights and obligations under this
                  Agreement; provided, however, that (i) such Lender's
                  obligations under this Agreement shall remain unchanged, (ii)
                  such Lender shall remain solely responsible to the other
                  parties hereto for the performance of such obligations, (iii)
                  the participant shall be entitled to the benefit of the right
                  of setoff contained in this Agreement, (iv) the amount of the
                  participation shall be in a minimum amount of $5,000,000 or
                  such lesser amount which constitutes such Lender's entire

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                  Facility, and (v) Borrower, the other Lenders and
                  Administrative Agent shall continue to deal solely and
                  directly with such Lender in connection with such Lender's
                  rights and obligations under this Agreement, and such Lender
                  shall retain the sole right to enforce the obligations of
                  Borrower relating to its Loans, its Notes and its funding of
                  Advances and to approve any amendment, modification, or waiver
                  of any provision of this Agreement (other than amendments,
                  modifications, or waivers that forgives the amount of
                  principal of the Loans). Notwithstanding the foregoing, the
                  sale of any such participations which would require Borrower
                  to file a registration statement with the Securities and
                  Exchange Commission or under the securities Laws of any State
                  shall not be permitted; provided that any Lender may sell such
                  participations as it may be required to do under any
                  applicable Law or as otherwise instructed to do so by any
                  Governmental Authority.

Payment of Expenses. Borrower agrees to pay or reimburse to Administrative Agent
         all of Administrative Agent's reasonable out-of-pocket costs incurred
         in connection with Administrative Agent's due diligence review before
         execution of the Loan Documents; the negotiation and preparation of
         proposals, any proposal letter, term sheet and the Loan Documents; the
         syndication of the Loans; the administration of this Agreement, the
         Loan Documents and the Loans; the perfection of Administrative Agent's
         Security Interests in the Collateral; the interpretation of any of the
         Loan Documents; the enforcement of Administrative Agent's rights and
         remedies under the Loan Documents after a Default or Event of Default;
         any amendment of or supplementation to any of the Loan Documents; and
         any waiver, consent or forbearance with respect to any Default or Event
         of Default. Administrative Agent's reasonable out-of-pocket costs may
         include to the extent they are actually paid or incurred by
         Administrative Agent: title insurance fees and premiums; the cost of
         searches for Security Interests existing against Covered Persons or
         Guarantors; recording and filing fees and taxes; appraisal fees;
         examination and audit fees; environmental consultant fees; litigation
         costs; and all attorneys' and paralegals' expenses and reasonable fees.
         Attorneys' and paralegals' expenses may include filing charges;
         telephone, data transmission, facsimile and other communication costs;
         courier and other delivery charges; and photocopying charges.
         Litigation costs may include filing fees, deposition costs, expert
         witness fees, expenses of service of process, and other such costs paid
         or incurred in any administrative, arbitration, or court proceedings
         involving a Lender and any Covered Person, including proceedings under
         the Bankruptcy Code. In addition, Borrower shall pay to Administrative
         Agent, upon receipt of notification from Administrative Agent,
         Administrative Agent's customary fees to send or receive electronic
         transfers of funds. All costs and fees which Borrower is obligated to
         pay or reimburse Administrative Agent are Loan Obligations payable to
         Administrative Agent and are payable on demand by Administrative Agent.

General Indemnity.

  Borrower agrees to indemnify and hold harmless Administrative Agent, each
                  Lender, the Letter of Credit Issuer and each of their
                  Affiliates and their respective officers, directors,
                  employees, attorneys, representatives, agents, and advisors
                  (each, an "Indemnified Party") from and against any and all
                  claims, damages, losses, liabilities, costs, and expenses
                  (including reasonable attorneys' fees) that may be incurred by
                  or asserted or awarded against any Indemnified Party, in each
                  case arising out of or in connection with or by reason of
                  (including in connection with any investigation, litigation,
                  or proceeding or preparation of defense in connection
                  therewith) the Loan Documents, the Acquisition Documents, any
                  of the transactions contemplated herein or the actual or
                  proposed use of the proceeds of the Loans (including any

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                  payments made by Administrative Agent to any Person (other
                  than Borrower) who is a party to any blocked account, lockbox
                  agreement, bailee letter, landlord waiver or other similar
                  agreement, including any indemnity payments by Administrative
                  Agent thereunder), or the manufacture, storage,
                  transportation, release or disposal of any Hazardous Material
                  on, from, over or affecting any of the Collateral or any of
                  the assets, properties, or operations of any Covered Person or
                  any predecessor in interest, directly or indirectly, except to
                  the extent such claim, damage, loss, liability, cost, or
                  expense is found in a final, non-appealable judgment by a
                  court of competent jurisdiction to have resulted from such
                  Indemnified Party's gross negligence or willful misconduct. In
                  the case of an investigation, litigation or other proceeding
                  to which the indemnity in this Section applies, such indemnity
                  shall be effective whether or not such investigation,
                  litigation or proceeding is brought by Borrower, its
                  directors, shareholders or creditors or an Indemnified Party
                  or any other Person or any Indemnified Party is otherwise a
                  party thereto and whether or not the transactions contemplated
                  hereby are consummated. Borrower agrees not to assert and
                  agrees that it will not direct any other Covered Person to
                  assert any claim against any Indemnified Party, on any theory
                  of liability, for special, indirect, consequential, or
                  punitive damages arising out of or otherwise relating to the
                  Loan Documents, the Acquisition Documents any of the
                  transactions contemplated herein or the actual or proposed use
                  of the proceeds of the Loans. Borrower also agrees to pay,
                  indemnify and hold harmless the Indemnified Parties for, from
                  and against, and shall promptly reimburse the Indemnified
                  Parties for, any and all claims, damages, liabilities, losses,
                  costs and expenses (including reasonable attorneys' fees and
                  expenses and amounts paid in settlement) incurred, paid or
                  sustained by the Indemnified Parties, or enforcement by
                  Administrative Agent of any of its rights with respect
                  thereto, except to the extent such claim, damage, loss,
                  liability, cost, or expense is found in a final,
                  non-appealable judgment by a court of competent jurisdiction
                  to have resulted from such Indemnified Party's gross
                  negligence or willful misconduct. Borrower shall pay,
                  indemnify and hold harmless the Indemnified Parties for, from
                  and against, and shall promptly reimburse the Indemnified
                  Parties for, any and all claims, damages, liabilities, losses,
                  costs and expenses (including reasonable attorneys' fees and
                  expenses and amounts paid in settlement) incurred, paid or
                  sustained by the Indemnified Parties, arising out of or
                  relating to the Acquisition Documents or enforcement by
                  Administrative Agent of any of its rights with respect
                  thereto. Borrower covenants and agrees to assume liability for
                  and to protect, indemnify and hold harmless Administrative
                  Agent, the Letter of Credit Issuer and each of the Lenders
                  from any and all liabilities, obligations, damages, penalties,
                  claims, causes of action, costs, charges and expenses
                  (including attorneys' fees), which may be incurred by, imposed
                  or asserted against Administrative Agent, the Letter of Credit
                  Issuer or any Lender, howsoever arising or incurred because
                  of. out of or in connection with the disbursements of
                  Revolving Loans, Swingline Loans, Interim Floorplan Loans, or
                  Floorplan Loans in accordance with Section 0; provided,
                  however, the liability of Borrowers pursuant to this indemnity
                  shall not extend to any liability, obligation, damage,
                  penalty, claim, cause of action, cost, charge or expense
                  caused by or arising out of the gross negligence or willful
                  misconduct of Administrative Agent, the Letter of Credit
                  Issuer or the Lenders. Borrower: (i) is obligated to pay any
                  Loan Obligation even if any Collateral is defective or fails
                  to conform to any warranties extended by any third party; (ii)
                  shall not assert against Administrative Agent, the Letter of
                  Credit Issuer, any Lender or any other Indemnified Party any
                  claim or defense Borrower has against any third party; and
                  (iii) indemnify and hold Administrative Agent, the Letter of
                  Credit Issuer, any Lender and any other Indemnified Party
                  harmless against all claims and defenses asserted by any buyer

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                  of the Collateral relating to the condition of, or any
                  representations regarding, any of the Collateral. Borrower
                  irrevocably waives all rights of offset and counterclaims
                  Borrower may have against Administrative Agent, the Letter of
                  Credit Issuer or any Lender except counterclaims arising in
                  the case of Administrative Agent's, the Letter of Credit
                  Issuer's or any Lender's willful misconduct.

  The obligations of Borrower under this Section 0 shall survive the termination
                  of the Facilities, the indefeasible full payment and
                  satisfaction of all of the Loan Obligations, and the release
                  of the Collateral. All amounts, obligations and liabilities
                  referred to in Section 0 shall be deemed to be a part of the
                  Loan Obligations and shall be paid to Administrative Agent on
                  demand.

  To the extent that any of the indemnities required from Borrower under this
                  Section are unenforceable because they violate any Law or
                  public policy, Borrower shall pay the maximum amount which it
                  is permitted to pay under applicable Law.

  The foregoing indemnification shall not apply to the extent such liabilities
                  and costs are determined to have resulted or been caused, in
                  whole or in part, by the gross negligence or willful
                  misconduct on the part of such Indemnified Party. THE
                  FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH
                  LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT CAUSED,
                  IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY
                  KIND EXCEPT AS PROVIDED BY THE IMMEDIATELY PRECEDING SENTENCE.

  In exchange for, among other things, Administrative Agent's agreement to make
                  any payments to any Person (other than Borrower or a Covered
                  Person) who is a party to any blocked account, lockbox
                  agreement, bailee letter, landlord waiver or other similar
                  agreement entered into in connection herewith (including any
                  indemnity payments by Administrative Agent thereunder,
                  collectively, "Third Person Reimbursement Agreements"),
                  Borrower hereby releases, discharges and acquits forever
                  Administrative Agent and each Lender and any of their
                  respective officers, directors, servants, agents, employees
                  and attorneys, past, present and future, from any and all
                  claims, demands and causes of action, of whatever nature,
                  whether in contract or tort, accrued or to accrue, contingent
                  or vested, known or unknown, running in favor of Borrower or
                  any Covered Person arising out of or relating to such Third
                  Person Reimbursement Agreements.

Letters of Credit. Borrower assumes all risks of the acts or omissions of any
         beneficiary of any of the Letters of Credit. Neither Letter of Credit
         Issuer, Administrative Agent, any Lender nor any of their respective
         directors, officers, employees, agents, or representatives shall be
         liable or responsible for: (a) the use which may be made of any of the
         Letters of Credit or for any acts or omissions of beneficiary in
         connection therewith; (b) the validity, sufficiency or genuineness of
         documents, or of any endorsement(s) thereon, even if such documents
         should in fact prove to be in any or all respects invalid,
         insufficient, fraudulent or forged; (c) payment by the Letter of Credit
         Issuer against presentation of documents which, on their face, appear
         to comply with the terms of any Letter of Credit, even though such
         documents may fail to bear any reference or adequate reference to any
         such Letter of Credit; or (d) any other circumstances whatsoever in
         making or failing to make payment under any Letter of Credit in
         connection with which Letter of Credit Issuer would, pursuant to the
         Uniform Customs and Practices for Documentary Credits (1993 Revision),
         International Chamber of Commerce Publication No. 500 (as amended from
         time to time), be absolved from liability. In furtherance and not in

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         limitation of the foregoing, Letter of Credit Issuer may accept
         documents that appear on their face to be in order, without
         responsibility for further investigation, regardless of any notice or
         information to the contrary.

Changes in Accounting Principles. If any Covered Person, at the end of its
         fiscal year and with the concurrence of its independent certified
         public accountants, changes the method of valuing the Inventory of such
         Covered Person, or if any other changes in accounting principles from
         those used in the preparation of any of the Financial Statements are
         required by or result from the promulgation of principles, rules,
         regulations, guidelines, pronouncements or opinions by the Financial
         Accounting Standards Board or the American Institute of Certified
         Public Accountants (or successors thereto or bodies with similar
         functions), and any of such changes result in a change in the method of
         calculation of, or affect the results of such calculation of, any of
         the financial covenants, standards or terms found herein, then the
         parties hereto agree to enter into and diligently pursue negotiations
         in order to amend such financial covenants, standards or terms so as to
         equitably reflect such changes, with the desired result that the
         criteria for evaluating the financial condition and results of
         operations of such Covered Person shall be the same after such changes
         as if such changes had not been made; provided, however, that until
         such amendments are made, (i) all financial covenants herein and all
         the provisions hereof which contemplate financial calculation hereunder
         shall remain in full force and effect and (ii) in connection therewith,
         no effect shall be given hereunder to the one or more changes in
         accounting principles .

Loan Records. The date and amount of all Advances to Borrower and payments of
         amounts due from Borrower under the Loan Documents will be recorded in
         the records that Administrative Agent normally maintains for such types
         of transactions. The failure to record, or any error in recording, any
         of the foregoing shall not, however, affect the obligation of Borrower
         to repay the Loans and other amounts payable under the Loan Documents.
         Borrower shall have the burden of proving that such records are not
         correct. Borrower agrees that Administrative Agent's and any Lender's
         books and records showing the Loan Obligations and the transactions
         pursuant to this Agreement shall be admissible in any action or
         proceeding arising therefrom, and shall constitute prima facie proof
         thereof, irrespective of whether any Loan Obligation is also evidenced
         by a promissory note or other instrument. Absent manifest error, any
         statement sent by Administrative Agent or a Lender to a Covered Person
         shall be deemed correct, accurate and binding on Borrower and an
         account stated (except for reversals and reapplications of payments as
         provided in Section 0 and corrections of errors discovered by
         Administrative Agent or a Lender), unless Borrower notifies
         Administrative Agent in writing to the contrary within 60 days after
         such statement is rendered. In the event a timely written notice of
         objections is given by Borrower, only the items to which exception is
         expressly made will be considered to be disputed by Borrower.

Other Security and Guaranties. Administrative Agent or any Lender may, without
         notice or demand and without affecting Borrower's obligations
         hereunder, from time to time, for the benefit of the other Lenders and
         Administrative Agent (based upon each Lender's pro-rata share): (a)
         take from any Person and hold collateral (other than the Collateral)
         for the payment of all or any part of the Loan Obligations and
         exchange, enforce and release such collateral or any part thereof; and
         (b) accept and hold any endorsement or Guaranty of payment of all or
         any part of the Loan Obligations and release or substitute any such
         endorser or Guarantor, or any Person who has given any Security
         Interest in any other collateral as security for the payment of all or
         any part of the Loan Obligations, or any other Person in any way
         obligated to pay all or any part of the Loan Obligations.

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Loan Obligations Payable in Dollars. All Loan Obligations shall be payable only
         in Dollars. If, however, to obtain a judgment in any court it is
         necessary to convert a Loan Obligation payable in Dollars into another
         currency, the rate of exchange used shall be that at which
         Administrative Agent, using its customary procedures, could purchase
         Dollars with such other currency in New York, New York on the Business
         Day immediately preceding the day on which such judgment is rendered.
         If any sum in another currency is paid to a Lender or received by a
         Lender and applied to a Loan Obligation payable in Dollars, such Loan
         Obligation shall be deemed paid and discharged only to the extent of
         the amount of Dollars that Administrative Agent, using its customary
         procedures, is able to purchase in New York, New York with such sum on
         the Business Day immediately following receipt thereof. Borrower agrees
         to indemnify each Lender against any loss in Dollars that it may incur
         on such Loan Obligation as a result of such payment or receipt and
         application to such Loan Obligation.

Confidentiality. Administrative Agent may obtain from any Vendor any credit,
         financial or other information regarding Borrower that such Vendor may
         from time to time possess. Administrative Agent and each Lender agrees
         that it will use its commercially reasonable efforts not to disclose to
         third Persons any information that it obtains about Borrower or its
         operations or finances that are designated by Borrower in writing as
         confidential or that Borrower has advised Lenders in writing
         constitutes non-public information. Administrative Agent and any Lender
         may, however, disclose such information to their Affiliates, to each
         other, to each other's Affiliates, and to all of the officers,
         attorneys, auditors, accountants, bank examiners, agents and
         representatives of the foregoing who have a need to know such
         information in connection with the administration, interpretation or
         enforcement of the Loan Documents or the lending and collection
         activity contemplated therein or to the extent required by Law or a
         Governmental Authority. Administrative Agent or such Lender shall use
         their reasonable efforts to advise such Persons that such information
         is to be treated as confidential, but shall have no liability for
         failure to do so, unless such failure is grossly negligent or willful.
         Administrative Agent or any Lender may also disclose such information
         in any documents that it files in any legal proceeding or otherwise to
         pursue, enforce or preserve its rights under the Loan Documents.
         Administrative Agent may also disclose credit, financial, or other
         information on Borrower in Administrative Agent's possession to the
         Lenders, Vendors and potential Vendors, or any Persons liable for the
         Loan Obligations; provided, however, Administrative Agent will use its
         commercially reasonably efforts not to provide copies of Borrower's
         Financial Statements to any such Vendors or potential Vendors without
         Borrower's prior written consent, although if Administrative Agent does
         provide copies of Borrower's Financial Statements to any such Vendors
         or potential Vendors, it shall have no liability for such disclosure.
         Administrative Agent's and Lenders' non-disclosure obligation shall not
         apply to any information that (i) is disclosed to Administrative Agent
         or any Lender by a third Person not affiliated with or employed by
         Borrower who does not, to Administrative Agent's or such Lender's
         knowledge, have a commensurate duty of non-disclosure, or (ii) is or
         becomes publicly known other than as a result of disclosure by
         Administrative Agent or a Lender.

         Notwithstanding anything herein to the contrary, "information" shall
         not include, and Administrative Agent and each Lender may disclose to
         any and all Persons, without limitation of any kind, any information
         with respect to the "tax treatment" and "tax structure" (in each case,
         within the meaning of Treasury Regulation Section 1.6011-4) of the
         transactions contemplated hereby and all materials of any kind
         (including opinions or other tax analyses) that are provided to
         Administrative Agent or such Lender relating to such tax treatment and
         tax structure; provided that with respect to any document or similar
         item that in either case contains information concerning the tax
         treatment or tax structure of the transaction as well as other

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         information, this sentence shall only apply to such portions of the
         document or similar item that relate to the tax treatment or tax
         structure of the Loans, Letters of Credit and transactions contemplated
         hereby.

Binding Arbitration.
--------------------
Arbitrable Claims. Except as otherwise specified below, all actions, disputes,
         claims and controversies under common law, statutory law or in equity
         of any type or nature whatsoever, whether arising before or after the
         date of this Agreement and the Loan Documents, and whether directly or
         indirectly relating to: (a) this Agreement or any amendments,
         modifications, restatements, waivers, and addenda hereto, or the
         breach, invalidity or termination hereof; (b) any previous or
         subsequent agreement between or among Administrative Agent, Lenders,
         Borrower and any other Covered Person; (c) any act committed by
         Administrative Agent, Lenders or by any parent company, subsidiary or
         affiliated company of Administrative Agent or the Lenders (the "Lender
         Companies"), or by any employee, agent, officer or director of a Lender
         Company whether or not arising within the scope and course of
         employment or other contractual representation of the Lender Companies
         provided that such act arises under a relationship, transaction or
         dealing between Administrative Agent, any Lender, Borrower and any
         other Covered Person; or (d) any other relationship, transaction or
         dealing between or among, Administrative Agent, Lenders, Borrower and
         any Covered Person (collectively, for clauses (a) through and including
         (d), the "Disputes"), will be subject to and resolved by binding
         arbitration. Notwithstanding the foregoing, the parties agree that
         either party may pursue claims against the other that do not exceed
         Fifteen Thousand Dollars ($15,000) in the aggregate in a court of
         competent jurisdiction. Service of arbitration claims shall be
         acceptable if made by U.S. mail or overnight delivery to the address
         for the party described herein.

Administrative Body. All arbitration hereunder will be conducted in accordance
         with the Commercial Arbitration Rules of either: (a) The American
         Arbitration Association ("AAA"); or (b) United States Arbitration &
         Mediation ("USA&M"). The party first filing an arbitration claim shall
         designate which arbitration forum and rules are to be applied for all
         Disputes between the parties. The arbitration rules are found at
         www.adr.org for AAA, and at www.usam-midwest.com.for USA&M. AAA claims
         may be filed in any AAA office. Claims filed with USA&M shall be filed
         in their Midwest office located at 720 Olive Street, Suite 2020, St.
         Louis, Missouri 63101. All arbitrator(s) selected will be attorneys
         with at least five (5) years secured transactions experience. A panel
         of three arbitrators shall hear all claims exceeding One Million
         Dollars ($1,000,000), exclusive of interest, costs and attorneys' fees.
         The arbitrator(s) will decide if any inconsistency exists between the
         rules of the applicable arbitral forum and the arbitration provisions
         contained herein. If such inconsistency exists, the arbitration
         provisions contained herein will control and supersede such rules. The
         arbitrator shall follow the terms of this agreement and the applicable
         law, including the attorney-client privilege and the attorney work
         product doctrine.

Hearings. Each party hereby consents to a documentary hearing for all
         arbitration claims, by submitting the Dispute to the arbitrator(s) by
         written briefs and affidavits, along with relevant documents. However,
         arbitration claims will be submitted by way of an oral hearing if any
         party requests an oral hearing within thirty (30) days after service of
         the claim, and that party remits the appropriate amount for AAA's or
         USA&M's (as applicable) fees and arbitrator compensation within ten
         (10) days of the designated arbitration association's statement for
         payment of all fees and arbitrator compensation relating to the oral
         hearing. Each party agrees that failure to timely pay all fees and
         arbitrator compensation billed to the party requesting the oral hearing
         will be deemed such party's consent to submitting the Dispute to the
         arbitrator on documents and such party's waiver of its request for an
         oral hearing. The site of all oral arbitration hearings will be in the

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         Division of the Federal Judicial District in which the designated
         arbitration association maintains a regional office that is closest to
         Borrower.

Discovery. Discovery permitted in any arbitration proceeding commenced hereunder
         is limited as follows. No later than forty (40) days after the filing
         and service of a claim for arbitration, the parties in contested cases
         will exchange detailed statements setting forth the facts supporting
         the claim(s) and all defenses to be raised during the arbitration, and
         a list of all exhibits and witnesses. No later than twenty-one (21)
         days prior to the oral arbitration hearing, the parties will exchange a
         final list of all exhibits and all witnesses, including any designation
         of any expert witness(es) together with a summary of their testimony; a
         copy of all documents and a detailed description of any property to be
         introduced at the hearing. Under no circumstances will the use of
         interrogatories, requests for admission, requests for the production of
         documents or the taking of depositions be permitted. However, if of the
         designation of any expert witness(es), the following will occur: (i)
         all information and documents relied upon by the expert witness(es)
         will be delivered to the opposing party; (ii) the opposing party will
         be permitted to depose the expert witness(es); (iii) the opposing party
         will be permitted to designate rebuttal expert witness(es); and (iv)
         the arbitration hearing will be continued to the earliest possible date
         that enables the foregoing limited discovery to be accomplished.

Exemplary or Punitive Damages. The Arbitrator(s) will not have the authority to
         award exemplary or punitive damages.

Confidentiality of Awards. All arbitration proceedings, including testimony or
         evidence at hearings, will be kept confidential, although any award or
         order rendered by the arbitrator(s) pursuant to the terms of this
         Agreement may be confirmed as a judgment or order in any state or
         federal court of competent jurisdiction within the federal judicial
         district which includes the residence of the party against whom such
         award or order was entered. This Agreement concerns transactions
         involving commerce among the several states. The Federal Arbitration
         Act, Title 9 U.S.C. Sections 1 et seq., as amended ("FAA") will govern
         all arbitration(s) and confirmation proceedings hereunder.

Prejudgment and Provisional Remedies. Nothing herein will be construed to
         prevent Administrative Agent's, any Lender's, Borrower's or any Covered
         Person's use of bankruptcy, receivership, injunction, repossession,
         replevin, claim and delivery, sequestration, seizure, attachment,
         foreclosure, or any other prejudgment or provisional action or remedy
         relating to any Collateral for any current or future debt owed by
         either party to the other. Any such action or remedy will not waive
         Administrative Agent's, any Lender's, Borrower's or any Covered
         Person's right to compel arbitration of any Dispute.

Attorneys' Fees. If Administrative Agent, any Lender, Borrower or any Covered
         Person brings any other action for judicial relief with respect to any
         Dispute (other than those set forth in Sections 0 or 0), the party
         bringing such action will be liable for and immediately pay all of the
         other party's costs and expenses (including attorneys' fees) incurred
         to stay or dismiss such action and remove or refer such Dispute to
         arbitration. If Administrative Agent, any Lender, Borrower or any
         Covered Person brings or appeals an action to vacate or modify an
         arbitration award and such party does not prevail, such party will pay
         all costs and expenses, including attorneys' fees, incurred by the
         other party in defending such action. Additionally, if Borrower or any
         Covered Person sues Administrative Agent or any Lender or institutes
         any arbitration claim or counterclaim against Administrative Agent or
         any Lender in which Administrative Agent or any Lender is the
         prevailing party, Borrower or any such Covered Person will pay all

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         costs and expenses (including attorneys' fees) incurred by
         Administrative Agent or any Lender in the course of defending such
         action or proceeding.

Limitations. Any arbitration proceeding must be instituted: (i) with respect to
         any Dispute for the collection of any debt owed by either party to the
         other, before the second anniversary of the date the last payment by or
         on behalf of the payor was received and applied in respect of such debt
         by the payee; and (ii) with respect to any other Dispute, before the
         second anniversary of the date the incident giving rise thereto
         occurred, whether or not any damage was sustained or capable of
         ascertainment or either party knew of such incident. Failure to
         institute an arbitration proceeding within such period will constitute
         an absolute bar and waiver to the institution of any proceeding,
         whether arbitration or a court proceeding, with respect to such
         Dispute. Notwithstanding the foregoing, this limitations provision will
         be suspended temporarily, as of the date any of the following events
         occur, and will not resume until the date following the date either
         party is no longer subject to, (a) bankruptcy; (b) receivership; (c)
         any proceeding regarding an assignment for the benefit of creditors; or
         (d) any legal proceeding, civil or criminal, which prohibits either
         party from foreclosing any interest it might have in the collateral of
         the other party.

Survival After Termination. The agreement to arbitrate will survive the
         termination of this Agreement.

Invalidity/Unenforceability of Binding Arbitration; Jury Trial Waiver; Service
of Process; Forum. IF THIS AGREEMENT IS FOUND TO BE NOT SUBJECT TO ARBITRATION,
         THEN:

Jury Trial Waiver. ANY LEGAL PROCEEDING WITH RESPECT TO ANY DISPUTE (1) ARISING
                  UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR (2) IN ANY
                  WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
                  THE PARTIES HERETO OR ANY OF THEM IN RESPECT OF THIS AGREEMENT
                  OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO
                  OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
                  ARISING, AND WHETHER OR NOT SOUNDING IN CONTRACT OR TORT OR
                  OTHERWISE, WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION
                  BY A JUDGE WITHOUT A JURY. EACH BORROWER, ADMINISTRATIVE AGENT
                  AND EACH LENDER WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH
                  PROCEEDING. Each Borrower, Administrative Agent, and each
                  Lender further agrees and consents that any such claim,
                  demand, action or cause of action shall be decided by court
                  trial without a jury and that either may file an original
                  counterpart or a copy of this Agreement with any court as
                  written evidence of the consent of the parties hereto to the
                  waiver of their right to trial by jury.

Choice of Forum. Subject only to the exception in the next sentence, Borrower,
                  Administrative Agent, and each Lender hereby agrees to the
                  exclusive jurisdiction of the federal court of the Eastern
                  District of Missouri and the state courts of Missouri located
                  in St. Louis County, Missouri and waives any objection based
                  on venue or forum non conveniens with respect to any action
                  instituted therein, and agrees that any dispute concerning the
                  relationship between Administrative Agent, Lenders, and
                  Borrower or the conduct of any of them in connection with this
                  Agreement or otherwise shall be heard only in the courts
                  described above. Notwithstanding the foregoing: (1)
                  Administrative Agent or any Lender shall have the right to
                  bring any action or proceeding against any Borrower or its

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                  property in any courts of any other jurisdiction
                  Administrative Agent or any Lender deem necessary or
                  appropriate in order to realize on the Collateral, real estate
                  or other security for the Loan Obligations, and (2) each party
                  hereto acknowledges that any appeals from the courts described
                  in the immediately preceding sentence may have to be heard by
                  a court located outside those jurisdictions.

Service of Process. Borrower, Administrative Agent and each Lender hereby waives
                  personal service of any and all process upon it and consents
                  that all such service of process may be made by registered
                  mail (return receipt requested) directed to such party at its
                  address set forth on the signature pages hereof, and service
                  so made shall be deemed to be completed five (5) days after
                  the same shall have been so deposited in the U.S. mails.
                  Nothing in this Section shall affect the right of
                  Administrative Agent or any Lender to serve legal process in
                  any other manner permitted by Law.

Miscellaneous.
--------------
Notices. All notices, consents, requests and demands to or upon the respective
         parties hereto shall be in writing, and shall be deemed to have been
         given or made when delivered in person to those Persons listed on the
         signature pages hereof or four (4) Business Days after the date when
         deposited in the United States mail, postage prepaid, or, in the case
         of the overnight courier services, when delivered to the overnight
         courier service, or in the case of telecopy notice, when sent,
         verification received, in each case addressed as set forth on the
         signature pages hereof, or to such other address as either party may
         designate by notice to the other in accordance with the terms of this
         Section. No notice given to or demand made on Borrower by
         Administrative Agent or any Lender in any instance shall entitle
         Borrower to notice or demand in any other instance.

Amendments and Modifications; Waivers and Consents; All Lenders. Unless
         otherwise provided herein, no amendment to or modification of any
         provision of this Agreement, or of any of the other Loan Documents
         shall be effective unless it is in writing and signed by authorized
         officers of Borrower and Required Lenders. Unless otherwise provided
         herein, no waiver of, or consent to any departure by Borrower from, the
         requirements of any provision of this Agreement or any of the other
         Loan Documents shall be effective unless it is in writing and signed by
         authorized officers or representatives of Required Lenders. Any such
         amendment, modification, waiver or consent shall be effective only in
         the specific instance and for the purpose for which given. The
         foregoing notwithstanding, no such amendment, modification or consent
         shall, unless signed by authorized officers of Borrower and authorized
         officers or representatives of all Lenders or the affected Lender as
         needed: (i) reduce or forgive the repayment of principal of any Advance
         or the reimbursement of any draw on a Letter of Credit or interest on
         the Aggregate Revolving Loan, (ii) change the regularly scheduled dates
         for payments of interest of any Revolving Loan Advance payable to any
         Lender or the fees payable hereunder or change the Initial Maturity
         Date (except as set forth herein), (iii) change the provisions of
         Section 0 to the detriment of any Lender, (iv) change the definition of
         Required Lenders herein, (vi) change the provisions of this Section,
         (v) release any Covered Person from its obligations under the Loan
         Documents, (vi) increase the percentage in Section 0, (vii) change any
         provisions of this Agreement requiring ratable distributions to
         Lenders, (x) reduce the applicable LIBOR Increment or Prime Increment,
         or (xi) exchange, waive, or release the Security Interests in any of
         the Collateral (except as expressly permitted by Section 0); provided,
         however, that to the extent not permitted by Section 0, Administrative
         Agent may, in its absolute discretion and without the consent of any
         Lender or any Covered Person or Guarantor, may permit Borrower or such
         other applicable Person to exchange, waive or release the Security
         Interests in any of the Collateral so long as the fair market value of

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         the Collateral which is exchanged or for which the Security Interest is
         waived or released does not exceed $2,000,000 in each instance and
         $4,000,000 in the aggregate per calendar year. In addition, the Dollar
         amount of the Revolving Loan Facility or Floorplan Loan Facility of any
         Lender may not be increased without the consent of such Lender and
         Administrative Agent, and if the aggregate amount of any Facility is
         increased, then only the consent of the Lenders participating in any
         such increase, Administrative Agent and Borrower shall be required. No
         notice to or demand on Borrower in any instance shall entitle Borrower
         to any other or further notice or demand in another similar or
         different instance. No failure by Administrative Agent or any Lender to
         exercise, and no delay by Administrative Agent or any Lender in
         exercising, any right, remedy, power or privilege hereunder shall
         operate as a waiver thereof, nor shall any single or partial exercise
         by Administrative Agent or any Lender of any right, remedy, power or
         privilege hereunder preclude any other exercise thereof, or the
         exercise of any other right, remedy, power or privilege existing under
         any Law or otherwise.

Course of Dealing. Acceptance of or acquiescence in a course of performance or
         course of dealing rendered or taken under or with respect to this
         Agreement or the other Loan Documents will not be relevant in any
         respect to determine the meaning of this Agreement or the other Loan
         Documents, or the obligations or liabilities of the parties hereto
         under this Agreement or the other Loan Documents, even though the
         accepting or acquiescing party had knowledge of the nature of the
         performance and opportunity for objection.

Rights Cumulative. Each of the rights and remedies of Administrative Agent and
         Lenders under this Agreement shall be in addition to all of its other
         rights and remedies under applicable Law, and nothing in this Agreement
         shall be construed as limiting any such rights or remedies.

Successors and Assigns. This Agreement shall be binding upon and inure to the
         benefit of the parties hereto and all future holders of the Notes and
         their respective successors and assigns, except that Borrower may not
         assign, delegate or transfer any of its rights or obligations under
         this Agreement without the prior written consent of Administrative
         Agent and Required Lenders. With respect to Borrower's successors and
         assigns, such successors and assigns shall include any receiver,
         trustee or debtor-in-possession of or for Borrower.

Severability. Any provision of this Agreement which is prohibited, unenforceable
         or not authorized in any jurisdiction shall, as to such jurisdiction,
         be ineffective to the extent of such prohibition, unenforceability or
         lack of authorization without invalidating the remaining provisions
         hereof or affecting the validity, enforceability or legality of such
         provision in any other jurisdiction unless the ineffectiveness of such
         provision would result in such a material change as to cause completion
         of the transactions contemplated hereby to be unreasonable.

Counterparts. This Agreement may be executed by the parties hereto on any number
         of separate counterparts, and all such counterparts taken together
         shall constitute one and the same instrument. It shall not be necessary
         in making proof of this Agreement to produce or account for more than
         one counterpart signed by the party to be charged.

Governing Law; No Third Party Rights. This Agreement, the Notes and the other
         Loan Documents and the rights and obligations of the parties hereunder
         and thereunder shall be governed by and construed and interpreted in
         accordance with the internal Laws of the State of Missouri applicable
         to contracts made and to be performed wholly within such state, without
         regard to choice or conflicts of law principles; except that the
         provisions of the Loan Documents pertaining to the creation or
         perfection of Security Interests or the enforcement of rights of
         Administrative Agent and Lenders in Collateral located in a State other
         that the State of Missouri shall be governed by the Laws of such State.

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         This Agreement is solely for the benefit of the parties hereto and
         their respective successors and assigns, and no other Person shall have
         any right, benefit, priority or interest under, or because of the
         existence of, this Agreement.

Counterpart Facsimile Execution. For purposes of this Agreement, a document (or
         signature page thereto) signed and transmitted by facsimile machine or
         telecopier is to be treated as an original document. The signature of
         any Person thereon, for purposes hereof, is to be considered as an
         original signature, and the document transmitted is to be considered to
         have the same binding effect as an original signature on an original
         document. At the request of any party hereto, any facsimile or telecopy
         document is to be re-executed in original form by the Persons who
         executed the facsimile or telecopy document. No party hereto may raise
         the use of a facsimile machine or telecopier or the fact that any
         signature was transmitted through the use of a facsimile or telecopier
         machine as a defense to the enforcement of this Agreement or any
         amendment or other document executed in compliance with this Section.

No Other Agreements. There are no other agreements between Administrative Agent,
         Lenders, and Borrower, oral or written, concerning the subject matter
         of the Loan Documents, and all prior agreements concerning the same
         subject matter, including any proposal or commitment letter, are merged
         into the Loan Documents and thereby extinguished.

Waiver of Right to Seek Punitive and Exemplary Damages. Borrower, Administrative
         Agent and each Lender each hereby irrevocably waives forever any right
         to obtain or claim for punitive or exemplary damages from any other
         party to this Agreement.

Negotiated Transaction. Borrower, Administrative Agent and each Lender represent
         each to the others that in the negotiation and drafting of this
         Agreement and the other Loan Documents they have been represented by
         and have relied upon the advice of counsel of their choice. Borrower
         and Administrative Agent affirm that their counsel have both had
         substantial roles in the drafting and negotiation of this Agreement and
         each Lender affirms that its counsel has participated in the drafting
         and negotiation of this Agreement; therefore, this Agreement will be
         deemed drafted by all of Borrower, Agent and Lenders, and the rule of
         construction to the effect that any ambiguities are to be resolved
         against the drafter will not be employed in the interpretation of this
         Agreement.

Incorporation By Reference. All of the terms of the other Loan Documents are
         incorporated in and made a part of this Agreement by this reference.

Statutory Notice-Insurance. The following notice is given pursuant to Section
         427.120 of the Missouri Revised Statutes; nothing contained in such
         notice shall be deemed to limit or modify the terms of the Loan
         Documents:

         UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR
         AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT
         OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT,
         PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY
         CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION
         WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY
         US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE
         AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE
         COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE,

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         INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY
         IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE
         EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE
         COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE
         OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF
         INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

Statutory Notice--Oral Commitments. The following notice is given pursuant to
         Section 432.045 of the Missouri Revised Statutes; nothing contained in
         such notice shall be deemed to limit or modify the terms of the Loan
         Documents:

         ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
         FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND
         OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND
         US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
         WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS
         THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US,
         EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

                  {remainder of page intentionally left blank;
                             signature pages follow}


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         THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE
ENFORCED BY THE PARTIES.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by appropriate duly authorized officers as of the Effective Date.

GTSI CORP., as Borrower



By:____________________________
Name:__________________________
Title:_________________________

Notice Address for all Borrowers:

GTSI Corp.
3901 Stonecroft Boulevard
Chantilly, Virginia 20151-1010
Attn: Thomas Mutryn, Chief Financial Officer
FAX# (703) 502-2199
TEL# (703) 222-5217

with a copy to

Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
Attn: Carter Strong, Esq.
FAX# (202) 857-6375
TEL# (202) 857-6252


GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
as Administrative Agent and a Lender

By:__________________________________
Name: Thomas J. Grathwohl
Title: Managing Director

Notice Address:

GE Commercial Distribution Finance Corporation
625 Maryville Centre Drive, 2nd Floor
St. Louis, Missouri 63141
Attn: Mr. David B. Mintert, Vice President
FAX # (314) 317-1751
TEL # (314) 317-1921

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<PAGE>

         with a copy to

GE Commercial Distribution Finance Corporation
655 Maryville Centre Drive, 2nd Floor
St. Louis, Missouri 63141-5832
Attn: General Counsel
FAX # (314) 523-3228
TEL # (314) 523-3000


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                                    EXHIBIT 0

                       GLOSSARY AND INDEX OF DEFINED TERMS


AAA -- is defined in Section 0.

ACCOUNT -- as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person.

ACCOUNT DEBTOR -- the obligor on any Account.

ACQUISITION DOCUMENTS -- in the case of any Permitted Acquisition, the documents
to which Borrower or any other Covered Person is a party and under which such
Permitted Acquisition is contemplated, and all of the foregoing at any time
after a Permitted Acquisition has occurred.

ACQUISITION DOCUMENTS ASSIGNMENT -- the assignment of the Acquisition Documents
that is executed and delivered to Administrative Agent for the benefit of
Lenders as provided herein, and consented to by the applicable Seller.

ADMINISTRATIVE AGENT -- GECDF in its capacity as Administrative Agent under this
Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance, a Swingline Advance, an Interim Floorplan
Loan Advance or Floorplan Loan Advance.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFILIATE -- with respect to any Person, (a) any other Person who is a partner,
director, officer or stockholder of such Person; and (b) any other Person which,
directly or indirectly, is in control of, is controlled by or is under common
control with such Person, and any partner, director, officer or stockholder of
such other Person described. For purposes of this Agreement, control of a Person
by another Person shall be deemed to exist if such other Person has the power,
directly or indirectly, either to (i) vote thirty-five percent (35%) or more of
the securities having the power to vote in an election of directors of such
Person, or (ii) direct the management of such Person, whether by contract or
otherwise and whether alone or in combination with others.

AGGREGATE FACILITY -- either the Aggregate Revolving Loan Facility, the
Aggregate Floorplan Loan Facility or the Letter of Credit Facility.

AGGREGATE FACILITIES -- the Aggregate Revolving Loan Facility, the Aggregate
Floorplan Loan Facility and the Letter of Credit Facility.

AGGREGATE LOAN -- any of the Aggregate Revolving Loan, the Swingline Loan, the
Interim Floorplan Loan, or the Aggregate Floorplan Loan Facility as the case may
be.

AGGREGATE FLOORPLAN LOAN -- the from time to time outstanding principal balance
of all Floorplan Loan Advances.

AGGREGATE FLOORPLAN LOAN FACILITY -- the aggregate discretionary line of Lenders
as stated in Section 0 to fund Floorplan Loan Advances, as it may be changed as
provided herein.

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AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal balance
of all Revolving Loan Advances.

AGGREGATE REVOLVING LOAN FACILITY -- the aggregate facilities of Lenders as
stated in Section 0 to fund Revolving Loan Advances, as it may be changed as
provided herein.

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender and
for each Loan, the "Applicable Lending Office" of Administrative Agent or such
Lender (or of an affiliate of such Lender) designated for such Loan on the
signature pages hereof or such other office of such Lender (or an affiliate of
Administrative Agent or such Lender) as Administrative Agent or such Lender may
from time to time specify to Administrative Agent (in the case of another
Lender) and Borrower by written notice in accordance with the terms hereof as
the office by which its Loans are to be made and maintained.

APPROVAL -- means Administrative Agent's approval to finance particular
Inventory for Borrower which is evidenced by Administrative Agent issuing a
financing approval number to the Vendor of such Inventory. "Approval" also means
(i) any open-to-buy authorization given by Administrative Agent to a Vendor,
pursuant to which Administrative Agent may authorize such Vendor to assume
Administrative Agent's approval to finance inventory until Administrative Agent
affirmatively withdraws such authorization, and (ii) any Approval for which
Administrative Agent has not made an Interim Floorplan Loan Advance or the
Lenders have not made a Floorplan Loan Advance as a result of Administrative
Agent not receiving the invoice from the Vendor for the Inventory which is
subject to the Approval.

ASBESTOS MATERIAL -- either asbestos or asbestos-containing materials.

ASSIGNED COLLATERAL -- any tangible or intangible property of Borrower or any
other Person, now owned or hereafter acquired, other than the Personal Property
Collateral, in which Administrative Agent holds or will hold a Security Interest
under a Collateral Assignment to secure payment or performance of any of the
Loan Obligations, and all proceeds thereof.

ASSIGNMENT AND ACCEPTANCE -- means an Assignment and Acceptance in the form of
Exhibit 0

AVERAGE DAILY BALANCE -- is defined in Section 0.

BANKRUPTCY CODE -- means Title 11 of the United States Code, as amended or
replaced from time to time.

BASE RATE -- for any day, the rate per annum equal to the Prime Rate (as such
rate may fluctuate from time to time as provided for herein) for such day plus
the Prime Increment. Any change in the Base Rate due to a change in the Prime
Rate shall be effective on the effective date of such change in the Prime Rate.
The interest rate so designated from time to time as the Base Rate by
Administrative Agent is a reference rate and does not necessarily represent the
lowest or best rate charged to any customer of Administrative Agent or any other
Lender or JPMorgan Chase Bank.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the Base
Rate.

BLOCKED ACCOUNTS -- is defined in Section 0.

BLOCKED ACCOUNT ASSIGNMENTS -- the assignments of the Blocked Accounts that are
executed and delivered to Administrative Agent for the benefit of Lenders as
provided herein.

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<PAGE>

BORROWING BASE -- is defined in Section 0.

BORROWING BASE CERTIFICATE -- the certificate required to be delivered to
Administrative Agent and each Lender from time to time as provided in Section 0.

BORROWING AGENT -- is defined in Section 0.

BORROWING OFFICER -- each officer of the Borrowing Agent who is authorized to
submit a request for an Advance or the issuance of a Letter of Credit on behalf
of Borrower or to take such other action as described in Section 0 on behalf of
Borrower as designated by the Borrowing Agent in a writing delivered to
Administrative Agent.

BUSINESS DAY -- a day other than a Saturday, Sunday, or other day on which
commercial banks are authorized or required to close under the Laws of either
the United States or the State of Missouri.

CAPITAL LEASE -- any lease that has been or should be capitalized under GAAP.

CASH COLLATERAL ACCOUNT -- is defined in Section 0.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the partnership agreement of a general partnership;
the articles of organization and operating agreement of a limited liability
company; or the indenture of a trust.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986, as amended and all regulations
thereunder of the IRS.

COLLATERAL -- all assets and property of Borrower or any Covered Person,
including all of the Personal Property Collateral, the Assigned Collateral, and
any other property or asset in which Administrative Agent or a Lender has a
Security Interest to secure payment or performance of the Loan Obligations and
all proceeds thereof.

COLLATERAL ASSIGNMENT -- any of the Collateral assignments required or
contemplated under Section 0 to be executed and delivered to Administrative
Agent for the benefit of the Lenders.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Code Section 414(b) or (c).

COMPLIANCE CERTIFICATE-- the certificate required to be delivered to
Administrative Agent pursuant to Section 0.

CONTRACT -- any contract, capital lease, operating lease, note, bond, indenture,
deed, mortgage, deed of trust, security agreement, pledge, hypothecation
agreement, assignment, or other agreement or undertaking, or any security.

COVERED PERSON -- is defined in Section 0.

CREDIT FACILITIES AGREEMENT -- this Agreement.

DAILY CHARGE -- is defined in Section 0.

DAILY RATE -- is defined in Section 0.

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<PAGE>

DEFAULT -- any of the events listed in Section 0 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Revolving Loan and each
Swingline Loan and the other Loan Obligations (other than the Aggregate
Floorplan Loans and Interim Floorplan Loans) after its Maturity and in certain
other circumstances as provided in Section 0.

DEFAULTING LENDER -- is defined in Section 0.

DGCL -- is defined in Section 0.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto as
Exhibit 0.

DISPUTES -- is defined in Section 0.

DISTRIBUTION -- is defined in Section 0.

DOL -- the United States Department of Labor.

DOLLARS and the sign $ -- lawful money of the United States.

EFFECTIVE DATE -- the date when this Agreement is effective as provided in
Section 0.

ELIGIBLE ACCOUNTS -- is defined in Section 0.

ELIGIBLE ASSIGNEE -- means (i) a Lender (including any successor by merger);
(ii) an Affiliate of a Lender; and (iii) subject to Section 0, any other Person
approved by Administrative Agent; provided, however, that neither Borrower, nor
an Affiliate of Borrower shall qualify as an "Eligible Assignee."

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

ENCUMBRANCE -- as to any item of real or personal property, any easement,
right-of-way, license, condition, or restrictive covenant, or zoning or similar
restriction, that is not a Security Interest but is enforceable by any Person
other than the record owner of such property.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA AFFILIATE -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under Code 414(b), (c), (m)
or (o) or applicable Treasury Regulations.

EVENT OF DEFAULT -- any of the events listed in Section 0 as to which any
requirement for the giving of notice, for the lapse of time, or both, or for the
happening of any further condition, event or act has been satisfied.

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<PAGE>

EXCESS ELIGIBLE ACCOUNTS -- on any date of determination, the amount, if any, by
which the Borrowing Base exceeds the sum of (i) the Aggregate Revolving Loan,
(ii) the Swingline Loan, (iii) the Letter of Credit Exposure, and (iv) that
amount of Other Creditor Indebtedness owing to Persons for which an
Intercreditor Agreement has not been executed between Administrative Agent and
the holders of such Other Creditor Indebtedness.

EXECUTION DATE -- the date when this Agreement has been executed.

EVENT OF DEFAULT EXISTS -- a Default which has occurred and is continuing, or an
Event of Default which has occurred, and which has not been waived in writing by
the Required Lenders.

EXISTING LETTERS OF CREDIT -- No. SM2001143W $1,200,000 issued By Wachovia Bank
for the benefit of AG/ARG Avion, LLC.

FAA -- is defined in Section 0.

FACILITY-- the Revolving Loan Facility of a Lender, the Swingline Facility of
Administrative Agent, the Letter of Credit Facility, the Interim Floor plan Loan
Facility of Administrative Agent, or the Floor plan Loan Facility of a Lender.

FEDERAL AUTHORITY -- the federal government of the United States; any
department, agency, division, or instrumentality of any of the foregoing; and
any court, arbitrator, or board of arbitrators whose orders or judgments are
enforceable by or within the territory of any of the foregoing.

FEDERAL FUNDS RATE -- 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 Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by Administrative Agent.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements and
the financial statements of Borrower required to be furnished to Administrative
Agent under this Agreement.

FLOORPLAN DEFAULT RATE-- the rate of interest payable on each Floor plan Loan
and Interim Floor plan Loan after its Maturity and in certain other
circumstances as provided in Section 0.

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FLOORPLAN INVENTORY VALUE -- means, based on the date of respective invoice, but
excluding in all circumstances Inventory (a) manufactured or sold by or on
behalf of IBM Corporation, Hewlett-Packard Company (including Compaq Inventory),
Lexmark International and each of their respective Subsidiaries and Affiliates,
and (b) held by Ichiban, Inc. without a bailee letter satisfactory to
Administrative Agent (i) one hundred percent (100%) of the total aggregate
wholesale invoice price of all of Borrower's Inventory aged 90 days or less,
(ii) fifty percent (50%) of the total aggregate wholesale invoice price of all
of Borrower's Inventory aged between 91 and 180 days, and zero percent (0%) of
the total aggregate wholesale invoice price of all of Borrower's Inventory aged
more than 180 days, in each case, with respect to clauses (i) and (ii) of this
sentence, financed under the Floorplan Loan Facility and the Interim Floorplan
Loan Facility in which Administrative Agent has a first priority, perfected
Security Interest (subject to no other Security Interest other than Permitted
Security Interests) that is unsold and not leased by Borrower and is in
Borrower's possession and control as of the date of determination, less the
amount of any such Inventory reported by Borrower (if Borrower is required by
Administrative Agent or the Required Lenders to report) as demonstration items
or Inventory that is obsolete or otherwise unmerchantable. If any Inventory
financed under the Aggregate Floorplan Loan Facility or in the Interim Floorplan
Loan Facility with a value in excess of $200,000 for each location is located on
any premises that are not owned by Borrower (not including any lessee or other
Person to whom Inventory is leased or rented in the ordinary course of such
Covered Person's business, or other locations where Borrower is not obligated to
pay rent for up to 30 consecutive days) and Borrower has not obtained or caused
to be obtained written waivers or consents, in form and substance satisfactory
to Administrative Agent, then such Inventory shall be deemed to have a
"Floorplan Inventory Value" of Zero Dollars ($0.00).

FLOORPLAN LOAN -- any Lender's pro-rata share of the Aggregate Floorplan Loan.

FLOORPLAN LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Floorplan Loan Facility.

FLOORPLAN LOAN FACILITY -- the discretionary line of credit of each Lender as
stated in Section 0 to fund Floorplan Loan Advances.

FLOORPLAN SHORTFALL -- means the amount, if any, by which (a) the sum of the
Aggregate Floorplan Loans and Interim Floorplan Loans outstanding on any date of
determination, exceeds (b) the Floorplan Inventory Value as determined by
Administrative Agent as of such date of determination.

FRB -- the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

GAAP -- those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations; any state of the United States; any local
government or municipality within the territory or under the jurisdiction of any
of the foregoing including any school district or similar authority; any
department, agency, division, or instrumentality of any of the foregoing; and
any court, arbitrator, or board of arbitrators whose orders or judgments are
enforceable by or within the territory of any of the foregoing.

GROUP -- as used in Regulation 13-D-G issued by the Securities and Exchange
Commission.

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HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material, substance or constituent thereof, or any other such substance (as
defined under any applicable Law or regulation), including Asbestos Material.

HOLDING COMPANY REORGANIZATION -- is defined in Section 0.

IMPOSITIONS -- is defined in Section 0.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument; (viii) under any conditional sale agreement or
title retention agreement; (ix) all Liabilities (as defined by GAAP) under any
Capital Lease or (x) to pay interest or fees with respect to any of the
foregoing. INDEBTEDNESS also includes any other Obligation that either (i) is
non-contingent and liquidated in amount or (ii) should under GAAP be included in
liabilities and not just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person; (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person for
the purpose of assuring the beneficiary of any Obligation of such other Person
that such other Person has the ability to timely pay or discharge such
Obligation, (iv) grant a Security Interest in any property of such Person to
secure any Obligation of another Person, (v) otherwise assure or hold harmless
the beneficiary of any Obligation of another Person against loss in respect
thereof; (d) any Obligation arising from the endorsement by such Person of an
instrument (e) any Obligation of such Person as a surety; and (f) any other
contractual requirement enforceable against such Person that has the same
substantive effect as any of the foregoing. The term INDIRECT OBLIGATION does
not, however, include the endorsement by a Person of instruments for deposit or
collection in the ordinary course of business or the liability of a general
partner of a partnership for Obligations of such partnership. The amount of any
Indirect Obligation of a Person shall be deemed to be the stated or determinable
amount of the Obligation in respect of which such Indirect Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements (not including the
projections) of Borrower referred to in Section 0.

INITIAL MATURITY DATE -- is defined in Section 0.

INSURANCE PROCEEDS -- insurance or condemnation proceeds payable as a
consequence of damage to or destruction of any of the Collateral.

INTANGIBLES -- is defined in Section 0.

INTELLECTUAL PROPERTY -- as to any Person, any domestic or foreign patents or
patent applications of such Person, any inventions made or owned by such Person
upon which either domestic or foreign patent applications have not yet been

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filed, any domestic or foreign trade names or trademarks of such Person, any
domestic or foreign trademark registrations or applications filed by such
Person, any domestic or foreign service marks of such Person, any domestic or
foreign service mark registrations and applications by such Person, any domestic
or foreign copyrights of such Person, and any domestic or foreign copyright
registrations or applications by such Person.

INTELLECTUAL PROPERTY ASSIGNMENT -- each assignment of Intellectual Property
that Borrower or any other Person executes and delivers to Administrative Agent
for the benefit of Lenders, either on or after the Execution Date.

INTERCREDITOR AGREEMENT -- individually and collectively, any Intercreditor
Agreement by and between Administrative Agent on behalf of the Lenders, and each
holder of the Other Creditor Indebtedness, each in form and substance
satisfactory to Administrative Agent.

INTEREST/CURRENCY HEDGE OBLIGATION -- any obligations of Borrower to
Administrative Agent, any Lender or any of their respective Affiliates or
Subsidiaries under an agreement or agreements between Borrower and
Administrative Agent, any Lender or any of their respective Affiliates or
Subsidiaries under which the exposure of Borrower to fluctuations in interest
rates or currencies is effectively limited, including, without limitation,
whether in the form of one or more interest rate cap, collar, corridor
agreements, interest rate swaps, currency swaps, or the like, or options
therefor.

INTERIM FLOORPLAN LOAN -- Administrative Agent's aggregate Interim Floorplan
Loan Advances.

INTERIM FLOORPLAN LOAN ADVANCE -- an Advance by Administrative Agent under the
Interim Floorplan Loan Facility.

INTERIM FLOORPLAN LOAN FACILITY -- the discretionary line of credit of
Administrative Agent as stated in Section 0 to fund Interim Floorplan Loan
Advances.

INVENTORY -- goods owned, leased or held by a Person for sale, lease, sublease
or resale or furnished or to be furnished under contracts for services, and raw
materials, goods/work in process, materials, component parts and supplies used
or consumed, or held for use or consumption in such Person's business.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b) stock
or other equity interest in a Person, (c) a debt instrument issued by a Person,
whether or not convertible to stock or other equity interest in such Person, or
(d) any other interest in or rights with respect to a Person which include, in
whole or in part, a right to share, with or without conditions or restrictions,
some or all of the revenues or net income of such Person.

IRS -- the Internal Revenue Service.

LAW -- any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

LEASE SERVICING -- is defined in Section

LENDER -- any one of the Persons who are signatories to this Agreement and
obligated as lenders or any Person who takes an assignment from any of such
signatories of all or a portion of its rights and obligations as a lender under
this Agreement pursuant to Section 0 and an Assignment and Acceptance as
provided therein.

LENDER COMPANIES -- is defined in Section 00.

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LENDERS' EXPOSURE -- the sum of all Advances under the Aggregate Revolving Loan
Facility, the Swingline Loan, the Interim Floorplan Loan, the Letter of Credit
Exposure and the Aggregate Floorplan Loan Facility (including unfunded
Approvals).

LETTER OF CREDIT -- any standby or commercial (documentary) letter of credit
issued by Letter of Credit Issuer pursuant to the Letter of Credit Facility,
including, without limitation, the Existing Letters of Credit.

LETTER OF CREDIT FACILITY -- the discretionary agreement of the Letter of Credit
Issuer to issue Letters of Credit as provided in Section 3.4.

LETTER OF Credit EXPOSURE -- the undrawn amount of all outstanding letters of
credit issued under the Letter of Credit Facility plus all amounts drawn on such
letters of credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and Lenders as
required in Section 5.3.

LETTER OF CREDIT ISSUER - Wachovia Bank, N.A., or any other Lender succeeding to
Administrative Agents discretionary agreement to issue Letters of Credit
pursuant to Section 3.4; provided, however, in the event that Administrative
Agent shall cause a Letter of Credit to be issued for the account of Borrower by
another financial institution, then Administrative Agent shall be deemed to be
the Letter of Credit Issuer for all purposes including the pass through of fees
and expenses related thereto.

LIBOR ADVANCE -- an Advance that will become a LIBOR Loan.

LIBOR INCREMENT -- is defined in Section 0.

LIBOR LOAN -- any portion of a Loan on which interest accrues at the Adjusted
LIBOR Rate.

LIBOR RATE -- is defined in Section 0.

LOAN -- a Revolving Loan, the Swingline Loan, the Interim Floorplan Loan or a
Floorplan Loan.

LOAN DOCUMENTS -- this Agreement, the Notes, the Security Documents, any
reimbursement agreement between Borrower and Letter of Credit Issuer, any
documents between Administrative Agent and Borrower or Administrative Agent and
any Vendor relating to the Aggregate Floorplan Loan Facility or the Interim
Floorplan Loan Facility, and all other agreements, certificates, documents,
instruments and other writings executed in connection herewith or therewith from
time to time.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Letter of Credit
Issuer, Administrative Agent (including, without limitation, the Obligations to
Administrative Agent) or Lenders under any of the Loan Documents, whether as
principal, interest, fees or otherwise (including, without limitation, any
amounts set forth in Section 0), any reimbursement agreement between Borrower
and Administrative Agent (or their Affiliates in connection with the issuance of
any letter of credit) and all reimbursement obligations of Borrower to Letter of
Credit Issuer or Lenders with respect to the Letter of Credit Exposure, and all
other agreements, any and all amounts Administrative Agent or any Lender is
obligated to pay or reimburse or pays or reimburses to any Lockbox bank or
Blocked Account bank, certificates, documents, instruments and other writings
executed in connection therewith, and all other Obligations and liabilities of
Borrower to Administrative Agent or Lenders under the Loan Documents and all
Interest/Currency Hedge Obligations (in each case including all extensions,
renewals, modifications, rearrangements, restructures, replacements and

                                       125
<PAGE>

refinancings of the foregoing, whether or not the same involve modifications to
interest rates or other payment terms), whether now existing or hereafter
created, absolute or contingent, direct or indirect, joint or several, secured
or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, including but not
limited to the obligation of Borrower to repay future advances by Administrative
Agent or Lenders hereunder, whether or not made pursuant to commitment and
whether or not presently contemplated by Borrower, Administrative Agent or
Lenders in the Loan Documents.

LOCAL TIME -- the local time in the city in which Administrative Agent's address
is located, as set forth on the signature page hereto (as changed from time to
time in accordance with the terms hereof), provided, however, such city shall be
located in the continental United States.

LOCKBOXES -- the lockboxes maintained as required in Section 0.

MATERIAL ADVERSE EFFECT -- as to Borrower or any other Covered Person, taken as
a whole, and with respect to any event or occurrence of whatever nature
(including any adverse determination in any litigation, arbitration,
investigation or proceeding), a material adverse effect on (i) the business,
revenues, financial condition, assets, or the prospective business, revenues,
financial condition, or assets of Borrower and all other Covered Persons, taken
as a whole, (ii) the ability of Borrower and all other Covered Persons taken as
a whole to timely pay or perform Borrower's, and each Covered Person's
Obligations generally, taken as a whole, or (iii) in the case of Borrower, and
each Covered Person specifically, the ability of Borrower to pay or perform any
of Borrower's Obligations to Administrative Agent or to any Lender.

MATERIAL AGREEMENT -- as to Borrower or any other Covered Person, any Contract
to which Borrower or any Covered Person is a party or by which any such Borrower
or any other Covered Person is bound which, if violated or breached, has or is
reasonably likely to have a Material Adverse Effect.

MATERIAL LAW -- any separately enforceable provision of a Law (including
Governmental Authority procurement Laws) whose violation by a Borrower or any
other Covered Person has or is reasonably likely to have a Material Adverse
Effect.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and filing
with a Governmental Authority or other Person which if not obtained, held or
made by such Covered Person has or is reasonably likely to have a Material
Adverse Effect, and (ii) as to any Person who is a party to this Agreement or
any of the other Loan Documents, any license, permit or consent from a
Governmental Authority or other Person and any registration or filing with a
Governmental Authority or other Person that is necessary for the execution or
performance by such party, or the validity or enforceability against such party,
of this Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to Borrower or any Covered Person, an Obligation of
such Person which if not fully and timely paid or performed has or is reasonably
likely to have a Material Adverse Effect.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person as
a party or any property of Covered Person and has or is reasonably likely to
have a Material Adverse Effect, (ii) in which there has been issued an
injunction, writ, temporary restraining order or any other order of any nature
which purports to restrain or enjoin the making of any Advance, the consummation
of any other transaction contemplated by the Loan Documents, or the
enforceability of any provision of any of the Loan Documents, (iii) which

                                       126
<PAGE>

involves the actual or alleged breach or violation by a Covered Person of, or
default by a Covered Person under, any Material Agreement, or (iv) which
involves the actual or alleged violation by a Covered Person or any Guarantor of
any Material Law. Notwithstanding the foregoing, allegations of breach,
violation or default under clause (iii) or (iv) above shall only constitute a
Material Proceeding hereunder if the making of such allegations or the impact of
such allegations against Borrower or any Covered Person has or is reasonably
likely to have a Material Adverse Effect.

MATURITY -- as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

MAXIMUM AVAILABLE AMOUNT -- is defined in Section 0.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

NOTE -- any Revolving Note or the Swingline Note.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such Person of any Indebtedness of another Person, and any contractual
requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OBLIGATIONS TO ADMINISTRATIVE AGENT -- exclusive of all the Loan Obligations,
all of Borrower's Indebtedness owing to Administrative Agent (whether as
principal, interest, fees or otherwise), all obligations of Borrower under
agreements between Borrower and Administrative Agent under which the exposure of
Borrower to fluctuations in interest rates is effectively limited, whether in
the form of interest rate cap agreements, interest rate swaps, or the like, or
options therefor, all Indirect Obligations of Borrower owing to Administrative
Agent, all reimbursement obligations of Borrower to Administrative Agent with
respect to letters of credit, and all other obligations and liabilities of
Borrower to Administrative Agent (including all extensions, renewals,
modifications, rearrangements, restructures, replacements and refinancings of
the foregoing, whether or not the same involve modifications to interest rates
or other payment terms), whether now existing or hereafter created, absolute or
contingent, direct or indirect, joint or several, secured or unsecured, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, or acquired by Administrative Agent outright,
conditionally or as collateral security from another, including the obligation
of Borrower to repay future advances by Administrative Agent, whether or not
made pursuant to commitment and whether or not presently contemplated by
Borrower and Administrative Agent.

OPERATING LEASE -- any lease that is not a Capital Lease.

OTHER CREDITOR INDEBTEDNESS -- individually and collectively, except for the
Indebtedness owing to Administrative Agent and the Lenders, all of the
Indebtedness of Borrower which is secured by Inventory and proceeds thereof
(excluding Accounts) of a Covered Person, and includes, Indebtedness
constituting Liabilities (as defined by GAAP) under any Capital Lease, and
Indebtedness secured by purchase money Security Interests.

OTHER CREDITOR INDEBTEDNESS DOCUMENTS -- each document, instrument and agreement
evidencing all or any portion of the Other Creditor Indebtedness.

PBGC -- the Pension Benefit Guaranty Corporation.

                                       127
<PAGE>

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans, in each case in respect of which a
Covered Person or a Commonly Controlled Entity of such Covered Person is an
"employer" as defined in Section 3(5) of ERISA.

PERMITTED ACQUISITIONS -- is defined in Section 0.

PERMITTED DISTRIBUTIONS -- any Distributions permitted under Section 0.

PERMITTED ENCUMBRANCE -- any easement, license or similar encumbrance on any
Covered Person's real property, excluding any mortgage, assignment of rents or
lease, deed of trust, or financing statement.

PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under Section
0 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is
permitted under Section 0 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that Borrower is permitted under Section 0
to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is permitted
under Section 0 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to sue or be sued.
If the context so implies or requires, the term Person includes Borrower.

PERSONAL PROPERTY COLLATERAL -- all of the Goods, Equipment, Accounts,
Inventory, Instruments, Documents, Chattel Paper, General Intangibles, tort
claims, healthcare receivables and other personal property of any kind or
nature, and all accessions and additions thereto of Borrower, any other Covered
Person, or any other Person, whether now owned or hereafter acquired and
wherever located, and all proceeds thereof, in which Administrative Agent at any
time holds or purports to hold a Security Interest for the benefit of Lenders to
secure payment and performance of any of the Loan Obligations.

PLEDGE AGREEMENT -- any pledge agreement required or contemplated under Section
0 to be executed and delivered to Administrative Agent for the benefit of the
Lenders from time to time.

PRIME INCREMENT -- is defined in Section 0.

PRIME RATE -- shall mean the higher of (a) the Federal Funds Rate (as such rate
may fluctuate from time to time as provided for herein) for such day plus .50%,
and (b) a fluctuating interest rate per annum equal to the highest of the prime,
base or reference rates of interest announced publicly from time to time
(whether or not charged in each instance) by JP Morgan Chase Bank or any
successor thereof (or any other financial institution chosen by Administrative
Agent, including Administrative Agent) as such bank's prime, base, or reference
rate, which rate may not be the lowest rate of interest charged by such
institution, Administrative Agent, or any Lender to its respective customers or
a favored rate and may not correspond with future increases or decreases in
interest rates charged by other lenders or market interest rates in general.

                                       128
<PAGE>

REGULATION A, REGULATION D, REGULATION T, REGULATION U, and REGULATION X --
respectively, Regulation A issued by the FRB, Regulation D issued by the FRB,
Regulation T issued by the FRB, Regulation U issued by the FRB, and Regulation X
issued by the FRB.

REGISTER -- is defined in Section 0.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by
Borrower with respect to itself and other Covered Persons in Section 0, and the
representations and warranties made in any certificate, report, opinion or other
document delivered by Borrower pursuant to the Loan Documents, as such
representations and warranties are modified from time to time as provided in
Section 0.

REQUIRED LENDERS -- defined in Section 0.

RESPONSIBLE OFFICER -- as to any Person that is not an individual, partnership
or trust, the Chairman of the Board of Directors, the President, the chief
executive officer, the chief operating officer, the chief financial officer, the
Treasurer, any Assistant to the Treasurer, or any Vice President in charge of a
principal business unit; as to any partnership, any individual who is a general
partner thereof or any individual who has general management or administrative
authority over all or any principal unit of the partnership's business; and as
to any trust, any individual who is a trustee.

REVOLVING LOAN -- any Lender's pro-rata share of the Aggregate Revolving Loan.

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Facility.

REVOLVING LOAN FACILITY -- the discretionary facility of each Lender as stated
in Section 0. to fund Revolving Loan Advances.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 0 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

SCHEDULE OF ACCOUNTS -- a listing of each Account, including the aging of each
Account of Borrower, in such reasonable detail as Administrative Agent may
require.

SCHEDULE OF INVENTORY -- with regards to all Inventory (whether not financed by
Administrative Agent and the Lenders), a listing of each item of existing
Inventory, new Inventory purchases and items of Inventory sold or assigned
within the past ninety (90) days from the date of the last such schedule,
containing the following: initial date of purchase or lease by Borrower of each
item of Inventory, description of each item of Inventory, actual unit cost of
each item of Inventory, number of units of each type of item of Inventory, total
cost by type of Inventory, an aging of each item of Inventory and such other
information as requested by Administrative Agent, all in such detail as
Administrative Agent may reasonably require.

SECURITY AGREEMENT -- any security agreement required or contemplated under
Section 0 to be executed and delivered to Administrative Agent for the benefit
of Lenders.

SECURITY DOCUMENTS -- all of the documents required or contemplated to be
executed and delivered to Administrative Agent for the benefit of Lenders under
Section 0, all other documents granting a Security Interest in any asset of
Borrower or any other Person to secure the payment or performance of any of the
Loan Obligations from time to time, including any such documents listed on

                                       129
<PAGE>

Exhibit 0 and any similar documents at any time executed and delivered to
Administrative Agent for the benefit of Lenders from time to time, by Borrower
or any other Person to secure payment or performance of any of the Loan
Obligations.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto or assignment thereof that
secures an Obligation or Indirect Obligation, whether such interest or right is
created under a Contract, or by operation of law or statute (such as but not
limited to a statutory lien for work or materials), or as a result of a
judgment, or which arises under any form of preferential or title retention
agreement or arrangement (including a conditional sale agreement or a lease)
that has substantially the same economic effect as any of the foregoing.

SELLER - any Person who is a party to any Permitted Acquisition other than
Borrower or a Covered Person.

SERVICING FUNDS --is defined in Section 0.

SOLVENT -- as to any Person, (i) such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 428.014 of the Missouri Revised
Statutes, or any other applicable Law, (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code, Section
4 of the UFTA or Section 428.024 of the Missouri Revised Statutes, or any other
applicable Law, and (iii) such Person not being unable to pay such Person's
debts as they become due within the meaning of Section 548 of the Bankruptcy
Code, Section 4 of the UFTA or Section 428.024 of the Missouri Revised Statutes,
or any other applicable Law.

STATE - any state of the United States and the District of Columbia.

STATEMENT OF TRANSACTION -- is defined in Section 0.

SUBSIDIARY -- as to any Person, another Person with respect to which 50% the
outstanding shares of stock or other equity interests (including membership
interests or partnership interests) of each class having ordinary voting power
(other than stock having such power only by reason of the happening of a
contingency) is at the time owned by such Person or by one or more Subsidiaries
of such Person.

SUBORDINATED INDEBTEDNESS -- means the Indebtedness subordinated to the Loan
Obligations incurred on terms and conditions satisfactory to Administrative
Agent and permitted herein.

SURVIVING COMPANY - as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, or (ii) the survivor of the merger of an Acquiring Company
with the Target Company in a Permitted Acquisition upon the consummation
thereof.

SWINGLINE ADVANCE -- an advance by Administrative Agent to Borrower under the
Swingline Facility.

SWINGLINE FACILITY -- the discretionary facility of Administrative Agent as
stated in Section 0 to make Swingline Advances.

SWINGLINE LOAN -- the from time to time outstanding principal balance of all
Swingline Advances.

TANGIBLE NET WORTH -- is defined in Section 0.

                                       130
<PAGE>

TARGET COMPANY-- the Person whose assets or stock, membership interests, or
other equity interests will be acquired in a Permitted Acquisition upon the
consummation thereof, or if applicable, with which an Acquiring Company will
merge in a Permitted Acquisition upon the consummation thereof.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge levied by a Governmental
Authority (and all liabilities associated therewith) on the income or property
of such Person, including any interest or penalties thereon, and which is
payable by such Person.

TEXTRON AGREEMENT -- that certain Repurchase Agreement for GTSI Corp., dated
August 29, 2003, and that certain Program Letter, dated August 29, 2003, each by
and between GTSI and Textron Financial Corporation, together with all amendments
thereto (so long as such amendments thereto do not otherwise constitute a
Default or Event of Default under any Loan Document), documents, agreements,
notes, certificates and other documents executed in connection therewith from
time to time.

THIS AGREEMENT -- this document (including every document that is stated herein
to be an appendix, exhibit or schedule hereto, whether or not physically
attached to this document).

TOTAL AGGREGATE FACILITY LIMIT -- is defined in Section 0.

TOTAL ASSETS -- is defined in Section 0.

TOTAL INDEBTEDNESS -- with respect to any Person, the aggregate Indebtedness of
such Person.

TOTAL LIABILITIES -- is defined in Section 0.

UCC -- the Uniform Commercial Code as in effect from time to time in the State
of Missouri or such other similar statute as in effect from time to time in
Missouri or any other appropriate jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of the United
States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

VENDOR -- is defined in Section 0.

VENDOR AGREEMENT -- is defined in Section 0.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.

                                       131
<PAGE>

<TABLE>
<CAPTION>
                                            EXHIBIT 0
                                            ---------

                             LENDERS' FACILITIES AND PRO-RATA SHARES

-------------------------------------------------------------------------------------------------
                                                  REVOLVING          FLOORPLAN
       LENDER                TOTALS(2)              LOAN                LOAN            PRO-RATA
                                                  FACILITY            FACILITY           SHARES
-------------------------------------------------------------------------------------------------
<S>                       <C>                  <C>                 <C>                 <C>
GE Commercial
Distribution Finance      $125,000,000.00      $90,000,000.00      $75,000,000.00      100.00000%
-------------------------------------------------------------------------------------------------


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

AGGREGATES                $125,000,000.00      $90,000,000.00      $75,000,000.00      100.00000%
-------------------------------------------------------------------------------------------------
</TABLE>









--------------------
         (2) Subject to the Total Aggregate Credit Facility Limit of
$125,000,000 - which can be composed in any combination of Aggregate Revolving
Loans (subject to the $90,000,000 Aggregate Revolving Loan Facility) and
Aggregate Floor plan Loans (subject to the $75,000,000 Aggregate Floor plan Loan
Facility).

                                       132
<PAGE>

                                    EXHIBIT 0
                                    ---------

                   FORM OF REQUEST FOR REVOLVING LOAN ADVANCE

GE Commercial Distribution Finance Corporation, as Administrative Agent
625 Maryville Centre Drive, 2nd Floor
St. Louis, Missouri 63141
Attn: ______________

         Re:      Credit Facilities Agreement effective October __, 2003, among
                  GTSI Corp. ("Borrower"), and GE Commercial Distribution
                  Finance Corporation, as Administrative Agent, and for itself
                  as a Lender and the other Lenders party thereto, as it may be
                  amended, modified, restated or replaced from time to time (the
                  "Credit Agreement")

Ladies and Gentlemen:

         The undersigned is a Borrowing Officer of GTSI Corp. and, as such is
authorized to make and deliver this Advance Request on behalf of Borrower
pursuant to Section 0 and Section 0 of the Credit Agreement. All capitalized
words used herein that are defined in the Credit Agreement have the meanings
defined in the Credit Agreement.

         Borrower hereby requests that Administrative Agent make a Revolving
Loan Advance of $______________________ to Borrower under the terms of the
Credit Agreement on _______________.

         The undersigned hereby certifies that:

         (i)      No Event of Default exists.

         (ii)     The Representations and Warranties including those of each
                  Guarantor in its Guaranty are true and correct and will be
                  true and correct as of the time of the requested Revolving
                  Loan Advance.

         (iii)    The amount of the requested Revolving Loan Advance will not,
                  when added to the current amount of the Aggregate Revolving
                  Loan, exceed the Maximum Available Amount, nor will the
                  Lenders' Exposure exceed the Total Aggregate Facility Limit.

         (iv)     All conditions precedent to funding of the requested Revolving
                  Loan Advance under Sections 0 and 0 of the Credit Agreement
                  have been satisfied.

                                       133
<PAGE>

         Executed this ____ day of _______________, _____.

                                       GTSI Corp. on behalf of itself and the
                                       other Borrowers


                                       By:______________________________________
                                       Its______________________________________
                                       Typed Name:______________________________


                                       134
<PAGE>

                                    EXHIBIT 0
                                    ---------

                         DOCUMENTS AND REQUIREMENTS LIST


                                 TO BE INSERTED



                                       135
<PAGE>

                                    EXHIBIT 0
                                    ---------

                         DISCLOSURE SCHEDULE OF BORROWER



                                       136
<PAGE>

                                    EXHIBIT 0
                                    ---------

                 INDEBTEDNESS TO BE REPAID WITH INITIAL ADVANCE



                                       137
<PAGE>

                                    EXHIBIT 0
                                    ---------

                         FORM OF COMPLIANCE CERTIFICATE

TO:      GE Commercial Distribution Finance Corporation, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Credit
Facilities Agreement effective October __, 2002 (as the same may be amended,
modified, restated or replaced from time to time, the "Credit Agreement"), among
GTSI Corp., ("Borrower"), GE Commercial Distribution Finance Corporation
("GECDF"), as Administrative Agent, and GECDF and the Lenders as defined in the
Credit Agreement. Unless otherwise defined herein, capitalized terms used in
this Compliance Certificate have the meanings ascribed to them in the Credit
Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.       I am the _______________ of GTSI Corp.

         2.       I have reviewed the terms of the Credit Agreement and the Loan
                  Documents and I have made, or have caused to be made under my
                  supervision, a review of the transactions and conditions of
                  Borrower and each other Covered Person during the accounting
                  period covered by the attached Financial Statements.

         3.       The examinations described in paragraph 2 did not disclose,
                  and I have no knowledge of, the existence of any condition or
                  event which constitutes an Event of Default as of the date of
                  this Compliance Certificate; and to my knowledge all of the
                  Representations and Warranties (including those of each
                  Guarantor in its Guaranty) are true and correct.

         4.       [Use for annual financial statements: Schedule I attached
                  hereto contains the Financial Statements for Borrower for the
                  fiscal year ended , which are complete and correct in all
                  material respects and have been prepared in accordance with
                  GAAP applied consistently throughout the period and with prior
                  periods (except as disclosed therein).]

                  [Use for monthly financial statements: Schedule I attached
                  hereto contains the Financial Statements for Borrower for the
                  fiscal month ended , which are complete and correct in all
                  material respects (subject to normal year-end audit
                  adjustments) and have been prepared in accordance with GAAP
                  applied consistently throughout the period and with prior
                  periods (except as disclosed therein).]

         5.       Borrower and every other Covered Person is in compliance with
                  all of the covenants in the Credit Agreement, including the
                  financial covenants in Section 0, and Schedule II attached
                  hereto contains calculations based on Borrower's consolidated
                  financial statements and other financial records that show
                  Borrower's compliance with such financial covenants. The
                  calculations and the data upon which they are based are
                  believed by me to be complete and correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this ______day of _____________________. The undersigned is a duly
authorized Borrowing Officer of Borrower.

                                       138
<PAGE>

GTSI Corp.
on behalf of itself and the other Borrowers



______________________________________________
Print Name: __________________________________
Title:________________________________________


Schedules I and II are Attached


                                       139
<PAGE>

SCHEDULE I TO COMPLIANCE CERTIFICATE
------------------------------------

                   See current Financial Statements attached.



                                       140
<PAGE>

                      SCHEDULE II TO COMPLIANCE CERTIFICATE
                      -------------------------------------

Note: the text of Section 0 of the Loan Agreement controls over any difference
between this certificate and Section 0 of the Loan Agreement. Reference should
be made to the Loan Agreement for more specific instructions regarding the
calculation periods and how the components of the financial covenants should be
calculated.

All calculations done in accordance with GAAP on a consolidated basis, in
accordance with the provisions of the Credit Facilities Agreement and are based
on the period ended __________________.


I.       Minimum Tangible Net Worth
         --------------------------

         A.       Tangible Net Worth required as of the end of
                  the fiscal month                                  $45,000,000

         B.       Actual Tangible Net Worth calculated as of
                  the end of the fiscal month                       $__________

II.      Maximum Total Liabilities to Tangible Net Worth
         -----------------------------------------------

         A.       Total Liabilities (see definition in
                  Section 0)                                        $__________

         B.       Subordinated Indebtedness                         $__________

         C.       Total of IIA Less IIB                             $__________

         D.       Tangible Net Worth (see definition in
                  Section 0)                                        $__________

         E.       Total of IID and IIB                              $__________

         F.       Ratio of Item IIA to Item IIB                      __________

         G.       Maximum ratio permitted by Section 0           ___.00 to 1.00

III.     Minimum EBIT to Net Sales
         -------------------------

         A.       EBITDA (see definition in Section 0) for
                  preceding fiscal month for the twelve month
                  period then ended                                 $__________

         B.       Depreciation and amortization expense for
                  preceding fiscal month for the twelve month
                  period then ended                                 $__________


                                       141
<PAGE>

         C.       IIIA less IIIB                                    $__________

         D.       Net Sales for the twelve month period then
                  ended                                             $__________

         E.       Ratio of IIIC to IIID as a percentage              __________%

         F.       Minimum Net Income as a percentage of net
                  sales required by Section 0                              0.50%


                                       142
<PAGE>

IV.      Funded Debt to EBITDA
         ---------------------

         A.       Total Funded Indebtedness (see definition in
                  Section 15.1)                                     $__________

         B.       EBITDA (for preceding twelve month period)
                  (see definition of EBITDA in Section 15.1)
                  (i)      Net Income       $__________
                  (ii)     Interest Expense $__________
                  (iii)    income tax expense        $__________
                  (iv)     depreciation expense      $__________
                  (v)      amortization expense      $__________
                  (vi)     extraordinary losses      $__________
                  (vii)    extraordinary gains       $__________
                  (viii)   Sum of items (i) through
                           (vi) less item (vii)
                           is EBITDA                 $__________

         C.       Ratio of VIA to VIB(viii) __________

         D.       Maximum ratio permitted by Section 0        ____ to 1.00


                                       143
<PAGE>

                                    EXHIBIT 0
                                    ---------

                           BORROWING BASE CERTIFICATE


                                SEE FORM ATTACHED


Attachments:

Schedule of Accounts and Schedule of Inventory



                                       144
<PAGE>

                                    EXHIBIT 0
                                    ---------

                        FORM OF ASSIGNMENT AND ACCEPTANCE

                         DATED _________________, _____

         Reference is made to the Credit Facilities Agreement dated as of
October __, 2003 (as amended, modified, restated or replaced from time to time,
the "Credit Agreement") among GTSI Corp. and GE Commercial Distribution Finance
Corporation ("GECDF"), as Administrative Agent, and GECDF and the Lenders as
defined in the Credit Agreement. Terms defined in the Credit Agreement are used
herein with the same meaning.

         The "Assignor" and the "Assignee" referred to on Schedule 1 agree as
follows:

         1.       The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents as of the date hereof equal to the
percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement and the other Loan Documents. After
giving effect to such sale and assignment, the Assignee's Facility and the
amount of the Loans owing to the Assignee will be as set forth on Schedule 1.
Such purchase and assumption shall include that portion of Assignor's
obligations to fund unfunded Approvals equal to the percentage of the Floorplan
Loans being assigned by Assignor to Assignee.

         2.       The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any other instrument or document
furnished pursuant thereto; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of any Covered
Person or any Guarantor, or the performance or observance by any Covered Person
or any Guarantor of any of its obligations under the Loan Documents or any other
instrument or document furnished pursuant thereto; and (iv) attaches the Notes
held by the Assignor and requests that Administrative Agent exchange such Notes
for new Notes payable to the order of the Assignee in an amount equal to the
Facility assumed by the Assignee pursuant hereto and to the Assignor in an
amount equal to the Facility retained by the Assignor, if any, as specified on
Schedule 1.

         3.       The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 0 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon Administrative Agent, the Assignor or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under

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the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit Agreement as
are delegated to Administrative Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto; (v) agrees that it
will perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (vi) attaches any U.S. Internal Revenue Service or other forms required
under the Credit Agreement.

         4.       Following the execution of this Assignment and Acceptance, it
will be delivered to Administrative Agent for acceptance and recording by
Administrative Agent. The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date of acceptance hereof by Administrative
Agent, unless otherwise specified on Schedule 1.

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

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

         7.       Assignor represents and warrants that is has paid an
assignment and a processing fee of $4,000 to Administrative Agent.

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

         9.       This Assignment and Acceptance may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule
1 to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.

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<PAGE>

                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE


         Percentage of Assignor's interest assigned:                 __________%

         Assignee's Facility:                                       $__________

         Aggregate outstanding principal
           amount of Loans assigned:                                $__________

         Principal amount of Revolving Note payable to
           Assignee:                                                $__________

         Principal amount of Floor plan Loans payable to
           Assignee:                                                $__________

         Amount of unfunded Approvals payable by Assignee:          $__________

         Principal amount of Revolving Note payable to
           Assignor:                                                $__________

         Principal amount of Floor plan Loans payable to
           Assignor:                                                $__________

         Amount of unfunded Approvals payable by Assignor:          $__________

         Effective Date (if other than date of
           acceptance by Administrative Agent):              *___________, ____



                                       [NAME OF ASSIGNOR], as Assignor


                                       By:   ___________________________________
                                             Title:_____________________________
                                             Dated:____________, 20__


                                       [NAME OF ASSIGNEE], as Assignee


                                       By:   ___________________________________
                                             Title:_____________________________


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<PAGE>

                                            Domestic Lending Office:


*This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to Administrative Agent.

Accepted and Approved
this _____ day of ____________, ____


ADMINISTRATIVE AGENT:



By:   ___________________________________
      Title:_____________________________



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