AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT



                            Dated as of May 4, 1999


                                  By and Among


                                  NUCO2 INC.,


              SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATTION

   the banks or other lending institutions signatory hereto from time to time

                                      and

              SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION,
                            as Agent for the Lenders

                                      and

                   SUNTRUST EQUITABLE SECURITIES CORPORATION,
                                  as Arranger


<PAGE>
                               TABLE OF CONTENTS

ARTICLE 1 .................................................. DEFINITIONS      1
     Definitions .............................................................1
     Calculations. Accounting Terms..........................................18
     Other Definitional Provisions...........................................19
     Captions................................................................19
ARTICLE II .....................................AMOUNT AND TERMS OF LOANS    19
     Revolving Loan Commitments and Revolving Notes..........................19
     Method of Borrowing Under the Commitments...............................21
     Swing Line Subcommitment................................................22
     Letter of Credit Subcommitment..........................................23
     Notice of Issuance of Letter of Credit; Agreement to Issue..............23
     Payment of Amounts drawn under Letter of Credit.........................24
     Payment by Lenders......................................................25
     Obligations Absolute....................................................25
     Indemnification; Nature of Agent's Duties...............................26
     Prepayment of Borrowings Under the Commitments..........................26
     Mandatory Prepayments...................................................26
     Voluntary Reduction of Commitments......................................27
     Allocation of Payments..................................................28
     Termination of Commitments..............................................28
     Use of Proceeds.........................................................28
     Fees....................................................................28
     Interest................................................................29
     Interest Periods........................................................29
     Extension of Commitments................................................30
     Increased Costs.........................................................31
     Capital Adequacy........................................................32
     Funding Losses..........................................................33
     Making of Payments......................................................33
     Default Rate of Interest................................................33
     Proration of Payments...................................................34
     Lenders' Obligations Several............................................34
     Calculation of Interest.................................................34
     Payments Free of Taxes..................................................34
     Interest Rate Not Ascertainable, etc....................................35
     Illegality..............................................................35
ARTICLE III.....................................CONDITIONS TO BORROWINGS     36
     Conditions Precedent to Initial Advances................................36
     Conditions Precedent to Each Advance and Letters of Credit..............39
ARTICLE IV.................................REPRESENTATIONS AND WARRANTIES    40
     Corporate Status of Company; Status of Subsidiaries.....................40
     Corporate Power and Authority...........................................41

                                       ii

<PAGE>

     Compliance with Other Instruments.......................................41
     Enforceable Obligations.................................................41
     Governmental Authorizations.............................................41
     Intellectual Property...................................................42
     Outstanding Indebtedness................................................42
     Insurance Coverage......................................................42
     Title to Properties.....................................................42
     No Burdensome Restrictions..............................................43
     No Material Violation of Law............................................43
     No Default Under Other Agreements.......................................43
     No Equity Investments...................................................43
     Financial Statements....................................................43
     Litigation..............................................................44
     Taxes...................................................................44
     Margin Regulations......................................................44
     ERISA...................................................................44
     Compliance With Environmental Laws......................................45
     Possession of Material Patents, Trademarks, Etc. .......................45
     Subsidiaries............................................................46
     Disclosure..............................................................46
     Year 2000 Compliance....................................................46
     Projections.............................................................46
ARTICLE V ...................................AFFIRMATIVE COVENANTS           47
     Use of Proceeds.........................................................47
     Reporting Covenants.....................................................47
     Maintenance of Properties...............................................48
     Maintenance of Insurance................................................48
     Maintenance of Books; Inspection of Property and Records................49
     Existence and Status....................................................49
     Taxes and Claims........................................................49
     Compliance with Laws, Etc...............................................50
     ERISA...................................................................50
     Litigation..............................................................50
     Notice of Events of Default.............................................51
     Stockholder Reports, etc. ..............................................51
     Future Guarantors.......................................................51
     Ownership of Guarantors.................................................51
     Interest Rate Protection................................................52
     Cost of Products Sold...................................................52
ARTICLE VI....................................NEGATIVE COVENANTS             52
     Limitation on Liens and Security Interests..............................52
     Indebtedness............................................................53
     Compliance with ERISA...................................................54
     Sale and Leaseback......................................................54


                                       iii
<PAGE>
     Transactions with Affiliates............................................54
     Guaranties..............................................................55
     Limitations on Payment Restrictions.....................................55
     Merger; Joint Ventures; Sale of Assets; Acquisitions....................55
     Dividends; Loans, Advances..............................................56
     Nature of Business......................................................57
     Sale of Subsidiaries....................................................57
     Negative Pledges........................................................57
     Creation of Subsidiaries................................................57
     Prepayments Under and Amendment of Other Agreements.....................57
     Capital Expendires......................................................58
ARTICLE VII....................................FINANCIAL COVENANTS           58
     Senior Debt Coverage Ratio..............................................58
     Interest Coverage Ratio.................................................58
     Senior Debt Leverage Ratio..............................................58
     Minimum Net Worth.......................................................58
ARTICLE VIII.............................EVENTS OF DEFAULT AND REMEDIES      59
     Events of Default.......................................................59
     Remedies on Default.....................................................61
ARTICLE IX.............................................THE AGENT             61
     Appointment and Authorization...........................................61
     Nature of Duties of the Agent...........................................62
     Lack of Reliance on the Agent...........................................62
     Certain Rights of the Agent.............................................62
     Liability of the Agent..................................................63
     Indemnification.........................................................64
     Agent and Affiliates....................................................65
     Successor Agent.........................................................65
ARTICLE X............................................MISCELLANEOUS           65
     Survival................................................................65
     Amendments; Consents....................................................66
     Notices.................................................................66
     Severability; Time of Essence...........................................68
     Governing Law; Submission to Jurisdiction...............................68
     Payment of Costs........................................................69
     Indemnity...............................................................69
     Benefit of the Agreement................................................69
     Subordination of Indebtedness...........................................70
     Maximum Interest Rate...................................................71
     Entire Agreement........................................................71
     Set-Off.................................................................71
     Counterparts............................................................72
     Replacement Notes.......................................................72
     Release.................................................................72

                                       iv
<PAGE>
Annexes

Annex A        -         Projected Gross Margin
Annex B        -         Capital Expenditures

Exhibits

Exhibit A      -         Form of Revolving Note
Exhibit B      -         Form of Swing Line Note
Exhibit C      -         Form of Notice of Borrowing
Exhibit D      -         Form of Guaranty Agreement
Exhibit E      -         Form of Contribution Agreement
Exhibit F      -         Form of Closing Certificate
Exhibit G      -         Form of Opinion of Counsel of the Company and the
                         Guarantors
Exhibit H      -         Form of Florida Counsel Opinion
Exhibit I      -         Form of Compliance Certificate
Exhibit J      -         Form of Assignment Agreement
Exhibit K      -         Form of Borrowing Base Certificate
Exhibit L      -         Form of Depot Report
Exhibit M      -         Projections

Schedules

Schedule 1.01  -         Calculation of Cost of Products Sold
Schedule 4.07  -         Outstanding Indebtedness
Schedule 4.08  -         Insurance Certificates
Schedule 4.15  -         Litigation
Schedule 4.18  -         ERISA
Schedule 4.19  -         Environmental Liability
Schedule 4.21  -         Subsidiaries
Schedule 6.01  -         Liens



                                       v
<PAGE>


                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


         THIS AMENDED AND RESTATED  REVOLVING CREDIT AGREEMENT,  dated as of May
4,  1999,  by and among  NUCO2  INC.,  a Florida  corporation  (the  "Company"),
SUNTRUST  BANK,  SOUTH  FLORIDA,   NATIONAL  ASSOCIATION,   a  national  banking
association ("SunTrust"),  BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., a
Delaware  corporation (the "Documentation  Agent"),  THE PROVIDENT BANK, an Ohio
banking  corporation,  BANK LEUMI  LE-ISRAEL B.M.,  Miami Agency,  and any other
banks or other  lending  institutions  that are or will  become  parties to this
Agreement (collectively,  the "Lenders" and each individually,  a "Lender"), and
SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION, as agent for the Lenders.


                              W I T N E S S E T H :


         WHEREAS,  the  Company,  the Agent and the  Lenders  entered  into that
certain Revolving Credit Agreement,  dated as of October 31, 1997 (the "Existing
Credit Agreement");

         WHEREAS,  the Company  has  requested,  and the Lenders  have agreed to
amend and restate the Existing Credit Agreement to increase the revolving credit
facility  available  to the Company,  to add a letter of credit  facility and to
make certain  other  amendments on the terms and subject to the  conditions  set
forth herein;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

         SECTION  1.01  Definitions.  In  addition  to the other  terms  defined
herein, the following terms used herein shall have the meanings herein specified
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):

         "Additional  Guarantor" shall have the meaning assigned to such term in
Section 5.13(a).

         "Advance" shall mean any advance by a Lender under the Commitments.



<PAGE>
         "Agent" shall mean SunTrust Bank, South Florida,  National Association,
as agent for the Lenders hereunder and under the other Loan Documents,  and each
successor agent.

         "Agent  Fee" shall mean the  administrative  fee  described  in the Fee
Letter,  payable on the Closing Date and  thereafter  annually in advance to the
Agent during the period prior to the Commitment Termination Date.

         "Affiliate"  shall mean,  with respect to any Person,  any other Person
that, directly or indirectly through one or more intermediaries,  controls or is
controlled  by, or is under common  control with,  such first  Person.  A Person
shall be deemed  to  control  another  Person if such  first  Person  possesses,
directly  or  indirectly,  the power to direct  or cause  the  direction  of the
management and policies of such other Person,  whether  through the ownership of
voting securities, by contract or otherwise.

         "Agreement"  shall mean this  Amended  and  Restated  Revolving  Credit
Agreement,  either as  originally  executed or as hereafter  amended,  restated,
renewed, extended, supplemented or otherwise modified from time to time.

         "Annualized  EBITDA" shall mean EBITDA for the fiscal quarter ending on
the last day of such quarter, multiplied by four.

         "Applicable  Commitment  Fee  Percentage"  shall  mean  the  percentage
designated  below  based on the ratio of the  Company's  Senior  Funded  Debt to
Annualized  EBITDA for each fiscal  quarter-end,  as indicated below,  provided,
that,  for purposes of this  calculation,  the term  "Senior  Funded Debt" shall
include the Letter of Credit Obligations and aggregate outstanding amount of all
Swing Line Loans:

                           Senior Funded Debt to           Applicable Commitment
                             Annualized EBITDA                 Fee Percentage
                             -----------------                 --------------

         Less than 1.50:1.0                                          0.375%

         Greater than or equal to 1.50:1.0                           0.375%
         and less than 2.00:1.0

         Greater than or equal to 2.00:1.0                           0.375%
         and less than 2.50:1.0

         Greater than or equal to 2.50:1.0 and less than 3.00:1.00   0.50%

         Greater than or equal to 3.00:1.00 and less than 3.25:1.0   0.50%

         Greater than or equal to 3.25:1.0                           0.50%


                                       2
<PAGE>

From the Closing Date through and including  September 30, 1999,  the Applicable
Commitment Fee Percentage shall be 0.50%.

         "Applicable Law" shall mean, anything in Section 10.05 notwithstanding,
(i) all  applicable  common law and principles of equity and (ii) all applicable
provisions of all (a) constitutions,  statutes, rules, regulations and orders of
governmental  bodies,  (b) Governmental  Approvals,  and (c) orders,  decisions,
judgments and decrees of all courts and arbitrators.

         "Applicable Margin" shall mean the percentage designated below based on
the ratio of the  Company's  Senior  Funded Debt to  Annualized  EBITDA for each
fiscal quarter-end, as indicated below:

     Senior Funded Debt to            Applicable Margin       Applicable Margin
        Annualized EBITDA             (LIBOR Advance)        (Base Rate Advance)
        -----------------             ---------------        -------------------

Less than 1.50:1.0                         1.75%                    0.25%

Greater than or equal to 1.50:1.0          2.25%                    0.75%
and less than 2.00:1.0

Greater than or equal to 2.00:1.0          2.75%                    1.25%
and less than 2.50:1.0

Greater than or equal to 2.50:1.0
and less than 3.00:1.0                     3.00%                    1.50%

Greater than or equal to 3.00:1.0
and less than 3.25:1.0                     3.25%                    1.75%

Greater than or equal to 3.25:1.0          3.50%                    2.00%

From the Closing Date through and including  December 31, 1999,  the  Applicable
Margin  on LIBOR  Advances  and Base  Rate  Advances  shall be 3.50%  and  2.00%
respectively.

         "Asset Value" shall mean,  with respect to any property or asset of the
Company or any of its Subsidiaries as of any particular date, an amount equal to
the greater of (i) the then book value of such property or asset as  established
in accordance with GAAP, and (ii) the then fair market value of such property or
asset as  determined  in good faith by the board of  directors of the Company or
such Subsidiary.

         "Assignment  Agreement"  shall mean an agreement in the form of Exhibit
J.


                                       3
<PAGE>

         "Assignment  of Leases"  shall mean that certain  Assignment  of Leases
agreement,  dated as of October  31,  1997,  executed  by the  Company  and each
Subsidiary in favor of the Agent,  assigning the Company's and each Subsidiary's
lessee's interest in any leasehold (except those leaseholds whose terms prohibit
assignments), as the same may be hereafter amended, restated, renewed, extended,
supplemented or otherwise modified from time to time.

         "Availability" shall mean, with respect to any Commitment, at any time,
the amount by which such Commitment exceeds all Advances  outstanding under such
Commitment.

         "Bankruptcy  Law" shall mean laws governing  bankruptcy,  suspension of
payments, reorganization,  arrangement,  adjustment of debts, relief of debtors,
dissolution,  or other  similar laws relating to the  enforcement  of creditors'
rights generally.

         "Base  Rate"  shall  mean the  higher  of (i) the rate  which  SunTrust
designates  from time to time as its prime  lending rate, as in effect from time
to time,  and (ii) the Federal Funds Rate, as in effect from time to time,  plus
one-half  of one  percent  (0.50%)  per annum  (any  changes in such rates to be
effective as of the date of any change in such rate). The SunTrust prime lending
rate is a reference rate and does not  necessarily  represent the lowest or best
rate actually  charged to any customer.  SunTrust may make  commercial  loans or
other loans at rates of interest at, above,  or below the SunTrust prime lending
rate.

         "Base Rate  Advance"  shall mean any Advance made to the Company by the
Lenders at an interest  rate equal to the Base Rate plus the  Applicable  Margin
for such Advance.

         "Borrowing" shall mean a borrowing under the Commitments  consisting of
simultaneous Advances by the Lenders, including Swing Line Borrowings.

         "Borrowing  Base"  shall mean the  product of (i) Gross  Margin  Factor
multiplied  by the  EBITDA  Multiple,  and (ii) the sum of EBITDA  for the prior
three calendar months, multiplied by four.

         "Borrowing  Base  Certificate"  shall  have the  meaning  set  forth in
Section 5.02(a)(iv).

         "Business Day" shall mean a day of the year other than Saturday, Sunday
or any other day on which the Agent is required to close.

         "Capital Expenditures" shall mean, for any period, expenditures made by
the Company and its Subsidiaries to acquire or construct fixed assets, property,
plant

                                       4

<PAGE>

and equipment (including renewals,  improvements and replacements, but excluding
repairs) during such period computed in accordance with GAAP.

         "CERCLA"   shall   mean  the   Comprehensive   Environmental   Response
Compensation  and  Liability  Act, as amended by the  Superfund  Amendments  and
Reauthorization Act (42 U.S.C. ss. 9601 et seq.).

         A "Change  in  Control"  shall be deemed  to have  occurred  if (a) any
"person" or "group"  (within the meaning of Sections  13(d) and  14(d)(2) of the
Exchange  Act) shall become the  "beneficial  owner(s)" (as defined in said Rule
13d-3) of more than forty percent (40%) of the shares of the outstanding  common
stock of the  Company  entitled to vote for  members of the  Company's  board of
directors; (b) a majority of the seats (other than vacant seats) on the board of
directors  of the  Company  shall at any time be  occupied  by persons  who were
neither  (i)  nominated  by the  board of  directors  of the  Company,  nor (ii)
appointed by directors so nominated;  (c) any event or condition  shall occur or
exist which requires or permits the holder(s) of  Indebtedness of the Company to
require that such Indebtedness be redeemed,  repurchased,  defeased,  prepaid or
repaid,  in  whole  or in  part,  or the  maturity  of such  Indebtedness  to be
accelerated in any respect as a result of a change in control  provision of such
Indebtedness; or (d) any person or group (other than the group in control of the
Company on the date hereof) shall otherwise  directly or indirectly  control the
Company.

         "Closing Date" shall mean May 4, 1999.

         "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.

         "Collateral"  shall mean all real and personal property and assets, now
or  hereafter  existing,  of the  Company  and its  Subsidiaries  over which the
Company  or such  Subsidiary  has  granted a Lien to the Agent  pursuant  to the
Security Documents, and all proceeds and products thereof.

         "Commitments" shall mean, collectively, the Revolving Loan Commitments,
the Letter of Credit Subcommitment and the Swing Line Subcommitment.

         "Commitment Fee" shall have the meaning set forth in Section 2.16(c).

         "Commitment  Letter" means that certain letter  agreement,  dated as of
March  12,  1999,  executed  by  SunTrust  and  SunTrust  Equitable   Securities
Corporation, and accepted and agreed to by the Company.

         "Commitment  Termination  Date"  shall  have the  meaning  set forth in
Section 2.01.

                                       5

<PAGE>
         "Company"  shall have the meaning set forth in the first  paragraph  of
this Agreement.

         "Company  Pledge  Agreement"  shall mean that  certain  Stock and Notes
Pledge  Agreement  (Company),  dated as of October  31,  1997,  executed  by the
Company in favor of the Agent,  as amended by the First  Amendment  to Stock and
Notes Pledge Agreement (Company),  dated as of the date hereof, and as hereafter
amended, restated, supplemented or otherwise modified from time to time.

         "Company Security Agreement" shall mean that certain Security Agreement
(Company), dated as of October 31, 1997, executed by the Company in favor of the
Agent, as amended by the First Amendment to Security Agreement (Company),  dated
as of the date  hereof,  and as hereafter  amended,  restated,  supplemented  or
otherwise modified from time to time.

         "Company  Trademark   Security   Agreement"  shall  mean  that  certain
Trademark Security Agreement  (Company),  dated as of October 31, 1997, executed
by the  Company in favor of the Agent,  as  amended  by the First  Amendment  to
Trademark  Security  Agreement  (Company),  dated as of the date hereof,  and as
hereafter  amended,  restated,  supplemented or otherwise  modified from time to
time.

         "Compliance  Certificate"  shall have the  meaning set forth in Section
5.02(a)(ii).

         "Consolidated Companies" shall mean, collectively,  the Company and all
of its Subsidiaries.

         "Consolidated  EBIT" shall mean,  for any fiscal period of the Company,
an amount equal to the sum of (a)  Consolidated  Net Income (Loss),  plus (b) to
the  extent  deducted  in  determining   Consolidated  Net  Income  (Loss),  (i)
provisions  for  taxes  based on  income  of the  Company  and its  Subsidiaries
determined  on a  consolidated  basis in  accordance  with GAAP,  (ii)  Interest
Expense, and (iii) extraordinary items determined according to GAAP.

         "Consolidated  Net Income  (Loss)" shall mean, for any fiscal period of
the  Company,  the net  income  (or loss) of the  Company  and its  Subsidiaries
determined on a consolidated basis for such period (taken as a single accounting
period), in accordance with GAAP.

         "Consolidated  Net Worth" shall mean, as of the date of  determination,
the total shareholders'  equity of the Company and its Subsidiaries,  determined
in accordance with GAAP.
                                       6

<PAGE>
         "Contractual Obligations" of any Person shall mean any provision of any
security  issued by such Person or of any  agreement,  instrument or undertaking
under which such Person is  obligated  or by which it or any of its  property is
bound.

         "Contribution  Agreement"  shall mean that certain Amended and Restated
Contribution Agreement, dated as of the date hereof, executed by the Company and
each of the Guarantors, a copy of which is attached hereto as Exhibit E attached
hereto, as hereafter amended, restated,  supplemented or otherwise modified from
time to time.

         "Cost of Products  Sold" shall mean the Company's cost of products sold
determined on a consolidated basis in accordance with GAAP as reported from time
to time, and including all of the line items listed on Schedule 1.01.

         "Default"  shall mean any event  that,  with the  giving of notice,  or
lapse of time, or both, would constitute an Event of Default.

         "Depot"  shall mean a location  leased or owned by the  Company for the
storage of raw materials,  supplies and motor vehicles used in the  distribution
of the Company's products.

         "Depot by Depot  Report"  shall have the  meaning  set forth in Section
5.02(a)(vii).

         "EBITDA" shall mean, for any period of the Company,  an amount equal to
the sum of Consolidated EBIT plus (i) depreciation and amortization  expenses to
the extent  deducted in determining  such  Consolidated  EBIT as determined on a
consolidated basis in accordance with GAAP, and (ii) the historical Consolidated
EBITDA of any Person for such period which accrued prior to the date such Person
became a Subsidiary of the Company or was merged into or  consolidated  with the
Company or any of its  Subsidiaries or such Person's assets were acquired by the
Company or any of its  Subsidiaries  (and the underlying  records of such Person
shall be audited to the extent the  Company is required  pursuant to  Regulation
S-X of the SEC to  present  audited  financial  information  for such  Person in
documents  filed by it with the  SEC).  If  audited  financial  records  are not
available for acquired  companies,  pro forma financial  statements  (subject to
review and acceptance by the Required Lenders) will be substituted.

         "EBITDA  Multiple" shall mean (i) 3.65 for the period  beginning on the
Closing  Date  through and  including  July 31,  1999;  (ii) 3.55 for the period
beginning  August 1,1999 through and including  August 31, 1999;  (iii) 3.45 for
the period beginning  September 1,1999 through and including September 30, 1999;
(iv) 3.35 for the period beginning  October 1,1999 through and including October
31,  1999;  (v)  3.25 for the  period  beginning  November  1,1999  through  and
including November 30, 1999; (vi) 3.15 for the period beginning December 1, 1999
to December 31, 1999; (vii) 3.0 for the period beginning January 1, 2000 through
and including March 31, 2000; (viii) 2.75 for the period beginning April 1, 2000
through and including June 30, 2000; and (ix) 2.50 thereafter.

                                       7

<PAGE>
         "Environmental  Laws" shall mean all federal,  state, local and foreign
statutes and codes or regulations,  rules or ordinances issued,  promulgated, or
approved thereunder, now or hereafter in effect (including,  without limitation,
those with  respect to asbestos or asbestos  containing  material or exposure to
asbestos or asbestos containing  material),  relating to pollution or protection
of the  environment  and relating to public  health and safety,  relating to (i)
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,   chemicals  or  industrial   toxic  or  hazardous   constituents,
substances or wastes, including without limitation,  any Hazardous Substance (as
such  term is  defined  under  CERCLA),  petroleum  including  crude  oil or any
fraction thereof, any petroleum product or other waste,  chemicals or substances
regulated  by any  Environmental  Law into the  environment  (including  without
limitation, ambient air, surface water, ground water, land surface or subsurface
strata), or (ii) the manufacture,  processing,  distribution,  use,  generation,
treatment,  storage, disposal,  transport or handling of any Hazardous Substance
(as such term is defined under  CERCLA),  petroleum  including  crude oil or any
fraction thereof, any petroleum product or other waste,  chemicals or substances
regulated by any  Environmental  Law, and (iii)  underground  storage  tanks and
related piping,  and emissions,  discharges and releases or threatened  releases
therefrom,  such Environmental Laws to include, without limitation (i) the Clean
Air Act (42 U.S.C.  ss. 7401 et seq.),  (ii) the Clean Water Act (33 U.S.C.  ss.
1251 et seq.),  (iii) the Resource  Conservation and Recovery Act (42 U.S.C. ss.
6901 et seq.),  (iv) the Toxic  Substances  Control  Act (15 U.S.C.  ss. 2601 et
seq.) and (v) CERCLA.

         "ERISA" shall mean the Employee  Retirement Income Security Act of 1974
and all rules and regulations promulgated pursuant thereto, as the same may from
time to time be supplemented or amended.

         "ERISA   Affiliate"   shall  mean  any  trade  or   business   (whether
incorporated or unincorporated)  which together with the Company is treated as a
single employer under Section 414(b), (c), (m) or (o) of the Code.

         "Event of Default" shall have the meaning set forth in Article VIII.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time, and any successor statute thereto.

         "Executive  Officer"  shall mean each of the executive  officers of the
Company and any Person hereafter  holding the following office or offices which,
individually  or  collectively,   are  assigned  substantially  similar  duties:
Chairman,  Chief Executive Officer, Chief Financial Officer, and Chief Operating
Officer.

         "Existing  Credit  Agreement"  shall have the  meaning set forth in the
first recital.

         "Facilities"  shall  mean,  collectively,   the  Commitments  described
hereunder.

                                       8

<PAGE>

         "Federal Funds Rate" shall mean, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted  average of
the rates on overnight  Federal funds  transactions  with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of Atlanta,  or, if such rate is not so published  for any
day which is a Business Day, the average of the  quotations for such day on such
transactions  received  by  the  Agent  from  three  Federal  funds  brokers  of
recognized standing selected by it.

         "Fee Letter" means that certain letter agreement, dated as of March 12,
1999, executed by SunTrust and SunTrust Equitable  Securities  Corporation,  and
accepted and agreed to by the Company,  setting forth certain nonrefundable fees
payable by the Company.

         "Fees" shall mean,  collectively,  the Agent Fee, the Underwriting Fee,
the Commitment Fee and the Letter of Credit Fee.

         "GAAP" shall mean generally accepted accounting principles set forth in
the  opinions  and  pronouncements  of the  Accounting  Principles  Board of the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements  of the  Financial  Accounting  Standards  Board or in such other
statements by such other entity as may be approved by a  significant  segment of
the accounting profession in the United States of America,  which are applicable
to the circumstances as of the date of determination.

         "Governmental    Approval"   shall   mean   any   order,    permission,
authorization,  consent, approval,  license, franchise, permit or validation of,
exemption  by,  registration  or  filing  with,  or report  or  notice  to,  any
governmental agency or unit, or any public commission, board or authority.

         "Gross  Margin"  shall  mean,  with  respect  to the  Company  and  its
Subsidiaries on a consolidated  basis for any period, the ratio of (a) (i) Total
Revenues less (ii) Cost of Products Sold to (b) Total Revenues.

         "Gross Margin  Factor" shall mean,  with respect to the Company and its
Subsidiaries  on a  consolidated  basis  for any  period,  the  ratio of (i) the
average of the Gross Margin for each month of the most recently reported rolling
three-month  period to (ii) the average of the  Projected  Gross Margin for each
month of such rolling three-month period.

         "Guarantor  Pledge  Agreement"  shall mean that certain Stock and Notes
Pledge Agreement  (Guarantors),  dated as of October 31, 1997,  executed by each
Guarantor in favor of the Agent,  as amended by the First Amendment to Stock and
Notes  Pledge


                                       9

<PAGE>

Agreement  (Guarantors),  dated as of the date hereof, and as hereafter amended,
restated, supplemented or otherwise modified from time to time.

         "Guarantor   Security  Agreement"  shall  mean  that  certain  Security
Agreement (Guarantors), dated as of October 31, 1997, executed by each Guarantor
in favor of the Agent, as amended by the First  Amendment to Security  Agreement
(Guarantors),  dated as of the date hereof, and as hereafter amended,  restated,
supplemented or otherwise modified from time to time.

         "Guarantor  Trademark  Security  Agreement"  shall  mean  that  certain
Trademark  Security  Agreement  (Guarantors),  dated  as of  October  31,  1997,
executed  by each  Guarantor  in favor of the  Agent,  as  amended  by the First
Amendment to Trademark  Security  Agreement  (Guarantors),  dated as of the date
hereof, and as hereafter amended,  restated,  supplemented or otherwise modified
from time to time.

         "Guarantors" shall mean,  collectively,  each Subsidiary of the Company
that has executed a Guaranty Agreement as of the Closing Date, together with all
other  Subsidiaries  that  hereafter  execute a  Guaranty  Agreement,  and their
respective  successors and permitted assigns.  "Guarantor" shall mean any of the
Guarantors.

         "Guaranty  Agreement"  shall mean that  certain  Amended  and  Restated
Guaranty  Agreement,  dated  as of the  date  hereof,  executed  by  each of the
Guarantors  in favor of the Lenders  and the Agent,  a copy of which is attached
hereto  as  Exhibit  D  attached  hereto,   as  hereafter   amended,   restated,
supplemented or otherwise modified from time to time.

         "Guaranty Documents" shall mean, collectively,  the Guaranty Agreement,
and each other guaranty agreement, mortgage, deed of trust, assignment of lease,
security agreement,  pledge agreement,  or other security or collateral document
guaranteeing or securing the Obligations,  as the same may be amended, restated,
or supplemented  from time to time, and the Contribution  Agreement  executed by
each of the  Guarantors,  as the same may be amended,  restated or  supplemented
from time to time.

         "Guaranty  Obligations"  shall mean the obligation of the Guarantors to
the Lenders and the Agent, as set forth in the Guaranty Agreement.

         "Hazardous  Substance"  shall have the meaning assigned to that term in
CERCLA.

         "Indebtedness"  shall mean (i)  indebtedness  for borrowed money or for
the deferred  purchase price of property or services  (other than trade accounts
payable on customary terms in the ordinary  course of business),  (ii) financial
obligations evidenced by bonds, debentures,  notes or other similar instruments,
(iii)  financial  obligations  as lessee  under  leases which shall have been or
should be, in accordance with GAAP,  recorded as capital leases,  (iv) financial
obligations as the issuer of capital stock


                                       10

<PAGE>

redeemable  in whole or in part at the  option  of any  Person  other  than such
issuer,  at a fixed and determinable  date or upon the occurrence of an event or
condition  not solely  within the control of such  issuer,  (v) all  obligations
(contingent  or otherwise)  with respect to interest  rate and currency  leasing
agreements,  (vi)  reimbursement  obligations  (contingent  or  otherwise)  with
respect to amounts  under  letters of credit,  bankers  acceptances  and similar
instruments,  (vii) financial obligations under purchase money mortgages, (viii)
financial obligations under asset securitization vehicles, (ix) conditional sale
contracts  and similar  title  retention  instruments  with  respect to property
acquired, and (x) obligations under direct or indirect guaranties in respect of,
and obligations  (contingent or otherwise) to purchase or otherwise acquire,  or
otherwise  to assure a creditor  against  loss in respect  of,  indebtedness  or
financial  obligations of others of the kinds referred to in clauses (i) through
(ix) above, except to the extent such guaranties are limited to a lesser amount.

         "Interest  Coverage  Ratio"  shall mean,  for any fiscal  period of the
Company,  the ratio of (a) (i) EBITDA for the fiscal  period  ending on the last
day of such period,  minus (ii) Maintenance Capital  Expenditures for the fiscal
period  ending on the last day of such period,  to (b) Interest  Expense for the
fiscal period ending on the last day of such period.

         "Interest  Expense"  shall mean,  for any fiscal period of the Company,
total  interest  expense  (including,   without  limitation,   interest  expense
attributable  to capitalized  leases in accordance with GAAP) of the Company and
its Subsidiaries, on a consolidated basis, for such period.

         "Interest Period" shall mean (i) as to any LIBOR Advance,  the interest
period selected by the Company pursuant to Section  2.18(a),  and (ii) as to any
Base Rate Advance, the interest period requested by the Company and agreed to by
the participating Lenders pursuant to Section 2.18(b), and (iii) as to any Swing
Rate  Advance,  the  interest  period  requested by the Company and agreed to by
SunTrust pursuant to Section 2.03.

         "Investment"  shall mean,  when used with  respect to any  Person,  any
direct or indirect  advance,  loan or other  extension of credit (other than the
creation  of  receivables  in  the  ordinary  course  of  business)  or  capital
contribution  by such  Person (by means of  transfers  of  property to others or
payments  for  property  or  services  for  the  account  or use of  others,  or
otherwise)  to  any  Person,  or  any  direct  or  indirect  purchase  or  other
acquisition  by such Person of, or of a beneficial  interest in,  capital stock,
partnership  interests,  bonds, notes,  debentures or other securities issued by
any other Person.

         "Lenders"  shall have the meaning set forth in the first  paragraph  of
this Agreement.

         "Lending  Office" shall mean,  for each Lender,  the office such Lender
may  designate  in writing  from time to time to the  Company and the Agent with
respect to Base Rate Advances and LIBOR Advances.

                                       11

<PAGE>
         "Letter  of Credit  Fee" shall  have the  meaning  set forth in Section
2.16(d).

         "Letter of Credit  Obligations"  shall mean, with respect to Letters of
Credit,  as at any date of  determination,  the sum of (a) the maximum aggregate
amount  which at such  date of  determination  is  available  to be drawn by the
beneficiaries  thereof (assuming the conditions for drawing thereunder have been
met) under all Letters of Credit then outstanding, plus (b) the aggregate amount
of all drawings  under  Letters of Credit  honored by the Agent not  theretofore
reimbursed by the Company.

         "Letter of Credit Subcommitment" shall mean $2,000,000.

         "Letters of Credit" shall mean the letters of credit issued pursuant to
Section 2.04 hereof by the Agent for the account of the Company  pursuant to the
Letter of Credit Subcommitment of the Revolving Loan Commitments.

         "LIBOR"  shall mean,  for any Interest  Period,  the offered  rates for
deposits  in  U.S.  dollars  for a  period  comparable  to the  Interest  Period
appearing on the Telerate  Screen Page 3750,  as of 11:00 a.m.,  London time, on
the day that is two London  banking  days prior to the  Interest  Period.  If at
least two such rates appear on the Telerate  Screen Page 3750, the rate for that
Interest Period will be the arithmetic mean of such rates, and in either case as
such rates may be adjusted for any applicable reserve requirements.

         "LIBOR  Advance"  shall  mean any  advance  made to the  Company by the
Lenders at an interest rate equal to LIBOR plus the  Applicable  Margin for such
advance.

         "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien, assignment or charge of any kind or description and shall include, without
limitation,  any agreement to give any of the foregoing, any conditional sale or
other title retention  agreement,  any lease in the nature thereof including any
lease or similar arrangement with a public authority executed in connection with
the  issuance of  industrial  development  revenue  bonds or  pollution  control
revenue  bonds,  and the filing of or agreement to give any financing  statement
under the Uniform Commercial Code (or comparable law) of any jurisdiction naming
the owner of the asset to which  such lien  applies  as a debtor  (other  than a
filing  which  does  not  evidence  an  outstanding  secured  obligation,  or  a
commitment to make advances or to incur any other obligation of any kind).

         "Loan Documents"  shall mean this Agreement,  each Exhibit and Schedule
to this Agreement,  the Notes, the Guaranty  Documents,  the Security Documents,
the Letters of Credit,  and each other  document,  instrument,  certificate  and
opinion  executed  and  delivered  in  connection  with the  foregoing,  each as
amended,  restated,  supplemented  or  otherwise  modified  from time to time as
provided in Section 10.02.

                                       12

<PAGE>

         "Maintenance  Capital  Expenditures"  shall mean  Capital  Expenditures
other  than  Capital  Expenditures  made (i) in  connection  with  any  business
expansion of the Company or any of its Subsidiaries, (ii) in connection with any
Investment  made by the Company  after the Closing  Date, or (iii) in connection
with any other  acquisition  or business  expansion by the Company or any of its
Subsidiaries.

         "Margin   Regulations"  shall  mean  Regulation  T,  Regulation  U  and
Regulation  X of the Board of Governors of the Federal  Reserve  System,  as the
same may be in effect from time to time.

         "Material Contract" shall mean any contract or other agreement, written
or oral,  of the  Company or its  Subsidiaries  the failure to comply with which
could reasonably be expected to have a Materially Adverse Effect.

         "Materially  Adverse Effect" shall mean a materially  adverse change in
the operations,  business, property or assets of, or in the condition (financial
or otherwise) of, the Company and its Subsidiaries, taken as a whole.

         "Maximum Permissible Rate" shall mean, with respect to interest payable
on any amount,  the rate of interest on such amount that,  if  exceeded,  could,
under Applicable Law, result in (i) civil or criminal penalties being imposed on
any  Lender  or (ii) any  Lender  being  unable  to  enforce  payment  of (or if
collected,  to  retain)  all or part  of such  amount  or the  interest  payable
thereon.

         "Minimum  Net Worth"  shall have the meaning set forth in Section  7.04
hereof.

         "Mortgaged  Property"  shall  mean,  collectively,  all parcels of real
property  owned or leased by the  Company  or any of its  Subsidiaries  which is
subject to a Mortgage or which is assigned under an Assignment of Leases.

         "Mortgages" shall mean,  collectively,  all of the mortgages,  deeds of
trust or deeds to secure  debt  hereafter  executed in favor of the Agent by the
Company  or any  Subsidiary,  as the same may be  hereafter  amended,  restated,
renewed, extended, supplemented or otherwise modified from time to time.

         "Multiemployer  Plan" shall mean a  "multiemployer  plan" as defined in
Section 4001(a)(3) of ERISA as to which the Company, any Subsidiary or any ERISA
Affiliate  is  obligated  to  make,  has  made,  or  will be  obligated  to make
contributions on behalf of participants who are or were employed by any of them.

         "Net Worth" shall mean, at any date, the net worth of the  Consolidated
Companies, determined in accordance with GAAP as determined on such date.

         "Notes" shall mean,  collectively,  the  Revolving  Notes and the Swing
Line Note.


                                       13
<PAGE>
         "Notice  of  Borrowing"  shall  have the  meaning  set forth in Section
2.02(a) hereof.

         "Notice of Interest Rate  Conversion"  shall have the meaning set forth
in Section 2.02(b) hereof.

         "Obligations"  shall mean all amounts  owing to the Agent or any Lender
pursuant to the terms of this  Agreement or any other Loan  Document,  including
without limitation,  all Advances (including all principal and interest payments
due thereunder),  Letter of Credit Obligations, Fees, expenses,  indemnification
and reimbursement payments,  indebtedness,  liabilities,  and obligations of the
Company and its Subsidiaries, covenants and duties of the Company to the Lenders
and the  Agent of every  kind,  nature  and  description,  direct  or  indirect,
absolute or  contingent,  due or not due, in  contract  or tort,  liquidated  or
unliquidated, arising under this Agreement or under the other Loan Documents, by
operation of law or otherwise,  now existing or hereafter  arising or whether or
not for the payment of money or the  performance  or the  nonperformance  of any
act, including, but not limited to, all debts, liabilities and obligations owing
by the Company to others which the Lenders may have  obtained by  assignment  or
otherwise,  and all  damages  which the  Company  may owe to the Lenders and the
Agent by reason of any breach by the  Company of any  representation,  warranty,
covenant,  agreement or other  provision of this  Agreement or of any other Loan
Document.

         "Other Claims" shall have the meaning set forth in Section 5.07 hereof.

         "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation  and any
successor thereto.

         "Person" shall mean an  individual,  corporation,  partnership,  trust,
limited liability company or  unincorporated  organization,  a government or any
agency or political subdivision thereof.

         "Plan"  shall mean any employee  benefit  plan,  program,  arrangement,
practice  or  contract,  maintained  by or on behalf of the  Company or an ERISA
Affiliate,  which provides benefits or compensation to or on behalf of employees
or  former  employees,  whether  formal or  informal,  whether  or not  written,
including but not limited to the following types of plans:

                  (i)   Executive    Arrangements   -   any   bonus,   incentive
         compensation,   stock  option,   deferred   compensation,   commission,
         severance,  "golden  parachute",  "rabbi  trust",  or  other  executive
         compensation plan, program, contract, arrangement or practice;

                  (ii) ERISA Plans - any  "employee  benefit plan" as defined in
         ERISA, including, but not limited to, any defined benefit pension plan,
         profit  sharing plan,  money purchase  pension plan,  savings or thrift
         plan,  stock bonus plan,  employee

                                       14

<PAGE>

         stock ownership plan,  Multiemployer  Plan, or any plan, fund, program,
         arrangement    or   practice    providing   for   medical    (including
         post-retirement   medical),   hospitalization,    accident,   sickness,
         disability, or life insurance benefits;

                  (iii) Other  Employee  Fringe  Benefits - any stock  purchase,
         vacation,  scholarship, day care, prepaid legal services, severance pay
         or  other  fringe  benefit  plan,  program,  arrangement,  contract  or
         practice.

         "Projected  Gross Margin" shall mean Gross Margin  calculated  monthly,
projected by the Company and set forth on Annex A hereto.

         "Pro Rata Share" shall mean, for any Lender,  the proportion  expressed
as a  percentage  equal to (1) the sum of such  Lender's  portion  of the  Total
Commitments   (including,   without  duplication,   any  portion  of  the  Total
Commitments  in which such Lender has purchased a  participation  and excluding,
without  duplication,  any portion of the Total Commitments in which such Lender
has sold a participation), divided by (2) the sum of the Total Commitments.

         "Regulation U" shall mean Regulation U of the Board of Governors of the
Federal  Reserve  System,  as in effect  from time to time,  and any  regulation
successor thereto.

         "Required Lenders" shall mean Lenders whose combined Pro Rata Shares as
of the  Closing  Date  of the  Total  Commitments  are at  least  sixty-six  and
two-thirds percent (66_%) of the Total Commitments.

         "Revolving  Loan  Commitments"  shall mean, for any Lender at any time,
the revolving credit facility  severally  established by such Lender in favor of
the Company  pursuant to Section 2.01, as the same may be increased or decreased
from time to time as a result of any reduction thereof pursuant to Section 2.10,
any  assignment  thereof  pursuant to Section  10.08,  or any amendment  thereof
pursuant to Section 10.02.

         "Revolving  Loans"  shall  mean,  collectively,  the loans  made to the
Company by the Lenders pursuant to Section 2.01.

         "Revolving Note" shall mean a promissory note of the Company payable to
the  order  of any  Lender  in  substantially  the  form of  Exhibit  A  hereto,
evidencing the maximum aggregate  principal  indebtedness of the Company to such
Lender under such  Lender's  Revolving  Loan  Commitment,  either as  originally
executed  or as it may be from  time to time  supplemented,  modified,  amended,
renewed or extended.

         "Security  Documents"  shall  mean,  collectively,  the  Mortgage,  the
Assignment  of Leases,  the  Company  Pledge  Agreement,  the  Company  Security
Agreement,  the Company  Trademark  Security  Agreement,  the  Guarantor  Pledge
Agreement,  the


                                       15

<PAGE>

Guarantor Security Agreement,  the Guarantor  Trademark Security Agreement,  all
UCC financing  statements  and fixture  filings naming the Company or any of its
Subsidiaries  as debtor and the Agent as secured party,  all stock  certificates
evidencing  shares of stock  pledged to the Agent,  together  with undated stock
powers or other  appropriate  instruments of transfer executed in blank, and all
filings in the U.S.  Patent and  Trademark  Office which are required to be made
under the Loan Documents.

         "Senior Debt Coverage  Ratio" shall mean,  for any fiscal period of the
Company,  the ratio of (a) Senior  Funded Debt as of the last day of such fiscal
period to (b) Annualized EBITDA.

         "Senior Debt Leverage  Ratio" shall mean,  for any fiscal period of the
Company,  the ratio of (a) Senior  Funded Debt as of the last day of such fiscal
period to (b) Total Capitalization as of the last day of such fiscal period.

         "Senior Funded Debt" shall mean all  indebtedness  for money  borrowed,
purchase  money  mortgages,   capitalized   leases,   outstandings  under  asset
securitization vehicles, conditional sales contracts and similar title retention
debt instruments,  including any current maturities of such indebtedness,  which
by its terms matures more than one year from the date of any calculation thereof
and/or which is renewable or  extendable  at the option of the obligor to a date
beyond one year from such date.

         "Senior  Subordinated Debt" shall mean the senior  Subordinated Debt in
respect of the 12%  Senior  Subordinated  Notes  issued  pursuant  to the Senior
Subordinated Note Purchase Agreement.

         "Senior  Subordinated Note Purchase  Agreement" shall mean that certain
Senior  Subordinated  Note  Purchase  Agreement,  dated as of October 31,  1997,
between the Company and the  Guarantors  and the Investors  listed  therein,  as
amended by Amendment No. 1 to Senior  Subordinated Note Purchase Agreement dated
as of  November  14,  1997,  as  further  amended by  Amendment  No. 2 to Senior
Subordinated Note Purchase Agreement,  dated as of June 30, 1998, and as further
amended by the Third  Amendment to Senior  Subordinated  Debt,  and as hereafter
amended and in effect from time to time  (subject,  in the case of any amendment
or  modification  entered  into  after the date  hereof,  to the  consent of the
Required Lenders to the extent required by Section 6.14).

         "Subordinated   Debt"  shall  mean  all  Indebtedness  of  the  Company
subordinated to all obligations of the Company arising under this Agreement, the
Notes and the Letter of Credit Obligations, on terms and conditions satisfactory
in all  material  respects  to the Agent  and the  Required  Lenders,  including
without limitation,  with respect to interest rates, payment terms,  maturities,
amortization  schedules,   covenants,   defaults,  remedies,  and  subordination
provisions,  as  evidenced  by the written  approval  of the Agent and  Required
Lenders.

                                       16

<PAGE>

         "Subsidiary" of any Person shall mean any  corporation,  partnership or
other Person of which a majority of all the outstanding capital stock (including
director's  qualifying shares) or other securities or ownership interests having
ordinary  voting  power to elect a majority of the board of  directors  or other
persons  performing  similar  functions  is,  at the time as of  which  any such
determination is being made,  directly or indirectly owned by such Person, or by
one or  more  of  the  Subsidiaries  of  such  Person,  and  which  corporation,
partnership  or other  Person is  consolidated  with such  Person for  financial
reporting purposes. Unless otherwise specified,  "Subsidiaries" and "Subsidiary"
shall mean the Subsidiaries and a Subsidiary, respectively, of the Company.

         "Supplemental  Documents"  shall mean the  supplements to the following
documents:  the Guaranty Agreement,  the Contribution  Agreement,  the Guarantor
Security  Agreement,  the Guarantor Pledge Agreement and the Guarantor Trademark
Security  Agreement,  as such  supplements are more  specifically  described and
shown in each respective document.

         "Swing  Line" shall have the  meaning  assigned to such term in Section
2.03(a).

         "Swing Line  Advance"  shall mean a Borrowing  pursuant to Section 2.03
consisting of a Swing Line Loan made by SunTrust to the Company on the same date
and interest rate basis.

         "Swing Line Borrowing" shall mean a Borrowing  consisting or to consist
of a Swing Line Advance.

         "Swing  Line  Borrowing  Notice"  shall  mean the  notice  given by the
Company to  SunTrust  requesting  a Swing Line  Advance as  provided  in Section
2.03(b).

         "Swing Line  Loans"  shall  mean,  collectively,  the loans made to the
Company by SunTrust pursuant to Section 2.03.

         "Swing Line Note" shall mean the promissory  note  evidencing the Swing
Line  Loans  substantially  in the  form of  Exhibit  B and  duly  completed  in
accordance with the terms hereof.

         "Swing Line  Subcommitment"  shall mean the  commitment  of SunTrust to
make Swing Line Loans in an aggregate  principal  amount at any time outstanding
not to exceed $2,000,000.

         "Swing Rate" shall have the meaning set forth in Section 2.17(c).

         "Swing Rate  Advance"  shall mean an Advance made or  outstanding  as a
Swing Line Loan bearing  interest based on the Swing Rate as provided in Section
2.17(c).

                                       17

<PAGE>

         "Swing Rate Quote" shall mean an offer by SunTrust to make a Swing Line
Loan to the Company at the Swing Rate specified  therein for the interest period
to be  applicable  to the Swing  Line Loan as  specified  therein,  pursuant  to
Section 2.03(b).

         "Tax" shall mean,  with  respect to any person or entity,  any federal,
state or foreign tax, assessment,  customs duties, or other governmental charge,
levy or assessment (including any withholding tax) upon such person or entity or
upon such person's or entity's assets,  revenues,  income or profits, other than
income and franchise taxes imposed upon any Lender by the  jurisdictions (or any
political  subdivision thereof) in which such Lender has its principal office or
office  from  which  its  Advances  are  made,   or  in  which  such  Lender  is
incorporated.

         "Third Amendment to Senior  Subordinated  Debt" shall mean that certain
Amendment No. 3 to Senior Subordinated Note Purchase Agreement,  dated as of May
4, 1999, among the Company, the Guarantors and the Investors listed therein.

         "Total  Capitalization" shall mean the sum of shareholders' equity plus
Subordinated Debt plus Senior Funded Debt.

         "Total  Commitments"  shall mean, at any time, the sum of the Revolving
Loan  Commitments,  including the Letter of Credit  Subcommitment of each of the
Lenders, and in the case of SunTrust, the Swing Line Subcommitment.

         "Total Revenues" shall mean, for any fiscal period of the Company,  the
total  revenues  of  the  Company  as  determined  on a  consolidated  basis  in
accordance with GAAP.

         "Underwriting Fee" shall mean the underwriting fee described in the Fee
Letter,   payable  on  the  Closing  Date  to  SunTrust   Equitable   Securities
Corporation.

         "United States" or "U.S." means the United States of America, its fifty
(50) States and the District of Columbia.

         "U.S.  Dollar"  "Dollar"  and "$" shall mean lawful money of the United
States of America.

         "Year 2000 Compliant" shall have the meaning set forth in Section 4.23.

         SECTION 1.02  Calculations;   Accounting  Terms.  Calculations  of  all
financial data herein shall be on a  consolidated  basis for the Company and all
Subsidiaries;  and all  accounting  terms used herein  shall,  unless  otherwise
expressly  indicated,  be in reference to the Company and its  Subsidiaries,  if
any, on a consolidated  basis, which may be accounted for in accordance with the
equity investment method (to the extent such method is in accordance with GAAP),
and  shall  have the  meanings  ascribed  thereto  under and be  interpreted  in

                                       18

<PAGE>

accordance  with GAAP. All  calculations  and  determinations  under Article VII
shall be made in accordance  with  accounting  principles  consistent with those
followed in the preparation of the annual or interim  financial  statements,  as
applicable, referred to in Section 5.02.

         SECTION 1.03  Other Definitional Provisions.

         (a) Except as otherwise  specified herein, all references herein (A) to
any Person, other than the Company or any Subsidiary, shall be deemed to include
such Person's successors,  transferees and assignees,  (B) to the Company or any
Subsidiary,  shall be deemed to include  such  Person's  successors,  (C) to any
Applicable  Law  specifically  defined  or  referred  to herein  shall be deemed
references  to such  Applicable  Law as the same may be amended or  supplemented
from time to time,  and (D) to any contract  defined or referred to herein shall
be deemed  references to such contract (and, in the case of any instrument,  any
other instrument issued in substitution  therefor) as the terms thereof may have
been or may be amended, supplemented,  waived or otherwise modified from time to
time.

         (b) When used in this  Agreement,  the  words  "herein",  "hereof"  and
"hereunder" and words of similar import shall refer to this Agreement as a whole
and  not to any  provision  of  this  Agreement,  and  "Section",  "Subsection",
"Schedule"  and  "Exhibit"  shall  refer to  Sections  and  Subsections  of, and
Schedules and Exhibits to, this Agreement unless otherwise specified.

         (c) Whenever the context so requires,  the neuter  gender  includes the
masculine or feminine,  and the singular  number  includes the plural,  and vice
versa.

         (d) All terms defined in this Agreement shall have the defined meanings
when used in any Note or,  except as otherwise  expressly  stated  therein,  any
certificate, opinion or other Loan Document.

         SECTION 1.04 Captions. Article and Section  captions in this  Agreement
are included for  convenience  of reference only and shall not constitute a part
of this Agreement for any other purpose.


                                   ARTICLE II

                            AMOUNT AND TERMS OF LOANS

         SECTION 2.01 Revolving Loan Commitments and Revolving Notes. Subject to
and upon the terms and conditions set forth in this  Agreement,  (i) each of the
Lenders  severally  establishes  until May 4, 2002,  unless  otherwise  extended
pursuant  to  Section  2.19  below  (May  4,  2002,  or such  later  date as the
Commitments have been extended pursuant to Section 2.19, is hereinafter referred
to as the "Commitment Termination Date") a revolving credit facility in favor of
the Company in aggregate principal at any one time outstanding not to


                                       19
<PAGE>

exceed the sum set forth  opposite such Lender's name below,  as the same may be
reduced from time to time pursuant to the terms hereof:


SunTrust Bank, South Florida,            $42,500,000.00      56.67%
    National Association

Bank Austria Creditanstalt               $15,000,000.00      20.00%
   Corporate Finance, Inc.

The Provident Bank                       $10,000,000.00      13.33%

Bank Leumi Le-Israel B.M.                 $7,500,000.00      10.00%

TOTAL:                                   $75,000,000.00     100.00%

and (ii) each Lender agrees to purchase a participation  interest in the Letters
of Credit in  accordance  with this Article II;  provided,  however,  that in no
event may the aggregate  principal  amount of all outstanding  Revolving  Loans,
Swing Line Loans and Letter of Credit Obligations outstanding exceed at any time
the Total  Commitments  from time to time in  effect.  Within  the limits of the
Revolving Loan Commitments, the Company may borrow, repay and reborrow under the
terms of this Agreement;  provided,  however,  that (A) the aggregate  principal
amount  of each  Borrowing  shall  not be less  than  $500,000  and  shall be in
integral  multiples of $100,000,  (B) all of the Company's  representations  and
warranties are true and correct on and as of the date of each Borrowing, (C) the
Company may neither borrow nor reborrow should there exist a Default or an Event
of  Default,  or such  would  result  from  the  Borrowing,  (D)  the  aggregate
outstanding  amount of Advances and Letter of Credit  Obligations,  after giving
effect to each Borrowing and issuance of Letters of Credit, shall not exceed the
Total  Commitments,  and (E) the  aggregate  outstanding  amount of Advances and
Letter of Credit Obligations, after giving effect to each Borrowing and issuance
of Letters of Credit,  shall not exceed the  aggregate  amount of the  Borrowing
Base. At no time shall the number of Borrowings  outstanding  under this Article
II exceed  six;  provided  that,  for the purpose of  determining  the number of
Borrowings outstanding, all Borrowings consisting of Base Rate Advances shall be
considered as one  Borrowing.  Borrowings  under the  Commitments  shall be made
through  simultaneous  Advances  by the  Lenders,  and the  amount  of each such
Borrowing  shall be prorated  among such Lenders  based on the  percentages  set
forth  above.  All  Advances  by each  Lender  shall  be  evidenced  by a single
Revolving  Note payable to such Lender in the form of Exhibit A attached  hereto
with appropriate insertions. Each Revolving Note shall be dated the date hereof,
shall be payable to the order of the  respective  Lender in a  principal  amount
equal to the amount set forth  opposite  such  Lender's  name above,  shall bear
interest as provided for in this  Agreement  and shall mature on the  Commitment
Termination  Date or sooner should the principal and accrued interest thereon be
declared  immediately  due and payable as provided  for herein.  No Lender shall
have any  obligation  to  advance  funds in  excess  of an  amount  equal to the
percentage set forth  opposite such Lender's name above  multiplied by the Total
Commitments.

                                       20

<PAGE>

         SECTION 2.02 Method of Borrowing Under the Commitments.

         (a) The  Company  shall  give the Agent  written or  telephonic  notice
(promptly   confirmed  in  writing)  of  any  requested   Borrowing   under  the
Commitments,  substantially  in the form of Exhibit C attached hereto (a "Notice
of  Borrowing"),  specifying (i) the amount of the Borrowing,  and (ii) the date
the  proposed  Borrowing  is to be made (which  shall be a Business  Day).  Each
Notice  of  Borrowing  shall be given to the  Agent (x) in the case of Base Rate
Advances,  not later than 11:00 a.m.  (Ft.  Lauderdale,  Florida  time) the same
Business Day of such requested  Borrowing or (y) in the case of LIBOR  Advances,
at least three Business Days before the date such  requested  Borrowing is to be
made (which shall be a Business Day). The Agent shall be entitled to rely on any
telephonic  Notice of  Borrowing  which it  believes  in good faith to have been
given by an  Executive  Officer of the  Company,  and any  Advances  made by the
Lenders based on such  telephonic  notice shall,  when deposited by the Agent to
the  Company's  Account No.  0128320009032  at  SunTrust,  be  Advances  for all
purposes hereunder.

         (b)  Whenever  the  Company  desires to convert  all or a portion of an
outstanding  Borrowing  consisting  of  Base  Rate  Advances  into  one or  more
Borrowings  consisting of LIBOR Advances,  or to continue a Borrowing consisting
of LIBOR  Advances for a new Interest  Period,  it shall give the Agent  written
notice or  telephonic  notice  (promptly  confirmed  in  writing) at least three
Business Days before the date of such conversion, specifying each such Borrowing
to be converted into or continued as LIBOR  Advances.  Such notice (a "Notice of
Interest Rate Conversion")  shall be given prior to 11:00 a.m. (Ft.  Lauderdale,
Florida  time)  on the  date  specified.  Each  such  Notice  of  Interest  Rate
Conversion shall be irrevocable and shall specify the aggregate principal amount
of the Advances to be converted or  continued,  the date of such  conversion  or
continuation and the Interest Period applicable thereto. If, upon the expiration
of any  Interest  Period in respect of any  Borrowing,  the  Company  shall have
failed to deliver the Notice of Interest Rate  Conversion,  the Company shall be
deemed to have  elected to convert or  continue  such  Borrowing  to a Borrowing
consisting  of Base Rate  Advances.  So long as any  Default or Event of Default
shall have occurred and be  continuing,  no Borrowing  may be converted  into or
continued as (upon  expiration of the current  Interest  Period) LIBOR  Advances
unless the Agent and each of the  Lenders  shall  have  otherwise  consented  in
writing.  No conversion of any  Borrowing of LIBOR  Advances  shall be permitted
except on the last day of the Interest Period in respect thereof.

         (c) Upon receipt of a Notice of Borrowing or a Notice of Interest  Rate
Conversion  from the Company,  the Agent shall notify the Lenders by  telephone,
which notice shall be promptly confirmed in writing (including by telecopier) by
the Agent to such  Lenders,  of such Notice of  Borrowing  or Notice of Interest
Rate  Conversion  and of each  such  Lender's  Pro Rata  Share of the  requested
Borrowing or Interest Rate Conversion. Not later than 1:00 p.m. (Ft. Lauderdale,
Florida  time)  on the  date  specified  for  the  Borrowing  or  Interest  Rate
Conversion in the Notice of Borrowing or Notice of Interest Rate  Conversion and
in the notice to such Lender  provided by the Agent,  each Lender shall promptly
make  its  portion  of the  Borrowing  available  to the  Agent  in  immediately
available funds, and the Agent shall make available to the Company the amount so
received by the Agent from the Lenders not later than 3:00 p.m. (Ft. Lauderdale,


                                       21
<PAGE>

Florida  time) on such  date.  In the event any  Lender  shall  fail to make any
Advance available to the Agent in immediately  available funds by 1:00 p.m. (Ft.
Lauderdale,  Florida  time) on the date  specified,  and  provided no Default or
Event of Default  shall have occurred and be  continuing,  the Agent may advance
such Lender's portion of the Borrowing on behalf of such Lender,  in which event
such Lender shall  promptly  reimburse the Agent for the amount thereof plus (i)
if the amount of such Lender's Advance is reimbursed to the Agent on or prior to
the calendar day next  succeeding  the date of the  Borrowing,  interest on such
amount at the rate equal to the  Federal  Funds  Rate,  or (ii) if the amount of
such  Lender's  Advance is  reimbursed  to the Agent after the calendar day next
succeeding the day of the  Borrowing,  interest on such amount at the Base Rate;
provided, however, that any such reimbursement by the Company to the Agent shall
not relieve  such  Lender who fails to make any  Advance as provided  above from
liability to the Company for such failure.  The amount of interest  payable as a
result of any Lender's failure to make any Advance available shall be calculated
on the basis of a year of 360 days and paid for the  actual  number of days such
failure has continued  (including the date of payment).  If the Company fails to
reimburse  the Agent as provided in this Section  2.02(c),  then the Agent shall
have the right to deduct any amounts owed to it hereunder from Advances it makes
to the Company in subsequent Borrowings made by the Company.

         SECTION 2.03 Swing Line Subcommitment.

         (a) Notwithstanding anything contained herein to the contrary, SunTrust
hereby establishes a subcommitment within its Revolving Loan Commitment of up to
an aggregate of  $2,000,000  (the "Swing  Line") to  accommodate  the short term
borrowing  needs of the Company.  Sections  3.01 and 3.02 shall apply equally to
Borrowings  made  through  the  Swing  Line  and  Borrowings  or  Interest  Rate
Conversions  requested or made through Section 2.02. The aggregate amount of all
Borrowings  under the Swing  Line  shall not at any time  exceed  the Swing Line
Subcommitment,  and to the extent any Borrowing under the Swing Line would cause
such a result  after giving  effect  thereto,  the Company  shall be required to
request such Borrowing under Section  2.02(a) hereof.  Any Borrowing made by the
Company under the Swing Line shall be for a period not to exceed 30 days.

         (b)  Whenever the Company  desires to make a Borrowing  under the Swing
Line,  it shall give  SunTrust  prior  written or  telephonic  notice  (promptly
confirmed in writing) of any  requested  Borrowing  under the Swing Line (each a
"Swing Line  Borrowing  Notice")  prior to 11:00 a.m. (Ft.  Lauderdale,  Florida
time) on the date of such  Borrowing.  Each Swing Line  Borrowing  Notice  shall
specify the aggregate principal amount of the Swing Line Borrowing,  the date of
such Swing Line  Borrowing  (which  shall be a  Business  Day) and the  interest
period to be applicable  thereto.  SunTrust  shall make available to the Company
the amount of the  Borrowing  requested in the Swing Line  Borrowing  Notice not
later than 3:00 p.m. (Ft. Lauderdale,  Florida time) on such date, provided that
(i) no Default or Event of Default  shall have  occurred and be  continuing  and
(ii) the aggregated principle amount of the Swing Line Borrowings, including the
requested Borrowing under such Swing Line Borrowing Notice,  shall be no greater
than the Swing Line Subcommitment.



                                       22
<PAGE>

         (c) The Company's  obligation to pay the principal of, and interest on,
the Swing Line Loans shall be  evidenced  by the records of SunTrust  and by the
Swing Line Note payable to SunTrust (or its  assignee)  completed in  conformity
with this Agreement.

         (d) The outstanding  principal  amount under each Swing Line Loan shall
be due and payable in full on the Commitment Termination Date.

         (e) Each  Borrowing  under the Swing Line shall deemed to be made under
SunTrust's  Commitment to the extent of any Availability  thereunder on the date
such Borrowing is made.

         SECTION  2.04 Letter of Credit Subcommitment.  Subject to, and upon the
terms and  conditions,  hereof  (including the  limitations of Section 2.01) the
Company may request,  in accordance with the provisions of this Section 2.04 and
Section 2.05,  that on and after the Closing  Date,  the Agent issue a Letter or
Letters of Credit for the account of the Company;  provided,  that (i) no Letter
of Credit shall have an expiration date that is later than ten days prior to the
Commitment  Termination  Date;  (ii) each  Letter of Credit  issued by the Agent
shall be in a stated amount of at least $250,000;  (iii) the Agent shall have no
obligation  to issue any  Letter of  Credit,  if,  after  giving  effect to such
issuance,  the aggregate Letter of Credit Obligations would exceed the Letter of
Credit  Subcommitment;  and (iv) the Agent shall have no obligation to issue any
Letter of Credit,  if,  after  giving  effect to such  issuance,  the sum of the
outstanding  Revolving Loans,  Swing Line Loans and Letter of Credit Obligations
would exceed the Total Commitments or the Borrowing Base.

        SECTION 2.05 Notice of Issuance of Letter of Credit; Agreement to Issue.

         (a) Whenever the Company desires the issuance of a Letter of Credit, it
shall, in addition to any application and documentation  procedures  required by
the Agent for the  issuance  of such  Letter of  Credit,  deliver to the Agent a
written  notice no later than 11:00 A.M.  (Atlanta,  Georgia  time) at least ten
(10) days in advance of the proposed  date of  issuance.  Each such notice shall
specify (i) the proposed date of issuance  (which shall be a Business Day); (ii)
the face amount of the Letter of Credit; (iii) the expiration date of the Letter
of Credit; and (iv) the name and address of the beneficiary with respect to such
Letter of Credit and shall attach a precise description of the documentation and
a verbatim text of any  certificate  to be presented by the  beneficiary of such
Letter of Credit which would  require the Agent to make payment under the Letter
of Credit, provided that the Agent may require changes in any such documents and
certificates in accordance with its customary  letter of credit  practices,  and
provided  further,  that no Letter of Credit  shall  require  payment  against a
conforming  draft to be made thereunder on the same Business Day that such draft
is presented if such  presentation  is made after 11:00 A.M.  (Fort  Lauderdale,
Florida  time).  In determining  whether to pay under any Letter of Credit,  the
Agent shall be responsible  only to determine that the documents and certificate
required to be  delivered  under its Letter of Credit have been  delivered,  and
that they  comply on their face with the  requirements  of the Letter of Credit.
Promptly after receiving the notice of issuance of a Letter of Credit, the Agent
shall  notify each Lender of such  Lender's  respective  participation  therein,

                                       23

<PAGE>

determined in  accordance  with its  respective  Pro Rata Share of the Revolving
Loan  Commitments  as  determined  on the date of the issuance of such Letter of
Credit.

         (b) The Agent agrees,  subject to the terms and conditions set forth in
this Agreement, to issue for the account of the Company, a Letter of Credit in a
face  amount  equal to the face  amount  requested  under  paragraph  (a) above,
following  its  receipt  of a notice  and the  application  and other  documents
required by Section  2.05(a).  Immediately  upon the  issuance of each Letter of
Credit,  each Lender shall be deemed to, and hereby agrees to, have  irrevocably
purchased  from the Agent a  participation  in such  Letter  of  Credit  and any
drawing thereunder in an amount equal to such Lender's Pro Rata Share multiplied
by the face amount of such Letter of Credit.

         SECTION 2.06 Payment of Amounts drawn under Letter of Credit.

         (a) In the  event of any  request  for a drawing  under  any  Letter of
Credit by the  beneficiary  thereof,  the Agent shall notify the Company and the
Lenders on or before the date on which the Agent  intends to honor such drawing,
and the Company  shall  reimburse  the Agent on the day on which such drawing is
honored in an amount,  in same day funds,  equal to the amount of such  drawing,
provided   that   anything   contained   in  this   Agreement  to  the  contrary
notwithstanding, unless the Company shall have notified the Agent prior to 11:00
A.M. (Fort  Lauderdale,  Florida time) on the Business Day immediately  prior to
the date on which such drawing is honored, that the Company intends to reimburse
the Agent for the amount of such  drawing in funds  other than the  proceeds  of
Revolving  Loans,  the Company  shall be deemed to have timely given a Notice of
Borrowing to the Agent  requesting  Revolving Loans which are Base Rate Advances
on the date on which such drawing is honored in an amount equal to the amount of
such drawing, and the Lenders shall by 1:00 P.M. (Fort Lauderdale, Florida time)
on the date of such drawing,  make Revolving  Loans which are Base Rate Advances
in the amount of such drawing,  the proceeds of which shall be applied  directly
by the Agent to  reimburse  the Agent for the amount of such  drawing,  provided
that for the purposes  solely of such  Borrowing,  the conditions and precedents
set forth in Sections 3.01 and 3.02 hereof shall not be applicable, and provided
further that if for any reason  proceeds of the Revolving Loans are not received
by the Agent on such date in the amount equal to the amount of such drawing, the
Company shall reimburse the Agent on the Business Day immediately  following the
date of such drawing in an amount,  in dollars and immediately  available funds,
equal to the  excess  of the  amount  of such  drawing  over the  amount of such
Revolving  Loans,  if any, which are so received,  plus accrued  interest on the
amount at the applicable rate of interest for Base Rate Advances.

         (b) Notwithstanding any provision of this Agreement to the contrary, to
the extent that any Letter of Credit or portion thereof  remains  outstanding on
the Commitment  Termination  Date, the parties hereby agree that the beneficiary
or beneficiaries thereof shall be deemed to have made a drawing of all available
amounts pursuant to such Letters of Credit on the Commitment  Termination  Date,
which amounts shall be reimbursed to the Agent as set forth above.

                                       24

<PAGE>

         SECTION  2.07 Payment by Lenders.  In the event that the Company  shall
fail to reimburse  the Agent as provided in Section 2.06 by borrowing  Revolving
Loans,  or  otherwise  providing  an amount  equal to the amount of any  drawing
honored by the Agent  pursuant  to any Letter of Credit  issued by it, the Agent
shall promptly notify each Lender of the unreimbursed amount of such drawing and
of such  Lender's  respective  participation  therein.  Each  Lender  shall make
available  to the  Agent an amount  equal to its  respective  participation,  in
dollars and in immediately available funds, at the office of the Agent specified
in such notice not later than 1:00 P.M. (Fort  Lauderdale,  Florida time) on the
Business  Day after the date  notified by the Agent.  In the event that any such
Lender  fails  to make  available  to the  Agent  the  amount  of such  Lender's
participation  in such Letter of Credit,  the Agent shall be entitled to recover
such amount on demand from such Lender  together with interest on such amount at
the Base Rate.  The Agent shall  distribute  to each other Lender which has paid
all amounts  payable  under this  Section  with respect to any Letter of Credit,
such  Lender's  Pro Rata Share of all  payments  received  by the Agent from the
Company in  reimbursement  of drawings honored by the Agent under such Letter of
Credit when such payments are received.

         SECTION 2.08  Obligations  Absolute.  The  obligation of the Company to
reimburse  the Agent for drawings  made under  Letters of Credit  issued for the
account of the Company and the Lenders' obligation to honor their participations
purchased  therein  shall be  unconditional  and  irrevocable  and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including without limitation, the following circumstances:

         (a) Any lack of validity or enforceability of any Letter of Credit;

         (b) The existence of any claim,  set-off,  defense or other right which
the Company or any  Subsidiary  or Affiliate of the Company may have at any time
against a beneficiary  or any transferee of any Letter of Credit (or any Persons
or entities for whom any such  beneficiary  or  transferee  may be acting),  any
Lender or any other  Person,  whether in  connection  with this  Agreement,  the
transactions contemplated herein or any unrelated transaction (including without
limitation  any  underlying  transaction  between  the  Company  or  any  of its
Subsidiaries  and Affiliates and the beneficiary for which such Letter of Credit
was  procured);  provided that nothing in this Section shall affect the right of
the Company to seek relief against any  beneficiary,  transferee,  Lender or any
other Person in any action or proceeding or to bring a counterclaim  in any suit
involving such Persons;

         (c) Any draft,  demand,  certificate  or any other  document  presented
under any Letter of Credit  proving to be forged,  fraudulent  or invalid in any
respect or any statement therein being untrue or inaccurate in any respect;

         (d)  Payment  by  the  Agent   under  any  Letter  of  Credit   against
presentation of a demand,  draft or certificate or other document which does not
comply with the terms of such Letter of Credit;

                                       25

<PAGE>

         (e) Any other circumstance or happening  whatsoever which is similar to
any of the foregoing; or

         (f) the fact that a Default or an Event of Default  shall have occurred
and be continuing.

         SECTION 2.09 Indemnification; Nature of Agent's Duties.

         (a)  In  addition  to  amounts  payable  elsewhere   provided  in  this
Agreement, without duplication, the Company hereby agrees to protect, indemnify,
pay and save the Agent and each  Lender  harmless  from and  against any and all
claims,  demands,  liabilities,  damages,  losses, costs, charges and reasonable
expenses  (including  reasonable  attorney's fees and  disbursements)  which the
Agent or any  Lender  may incur or be  subject  to as a  consequence,  direct or
indirect,  of (i) the  issuance  of any Letter of Credit for the  account of the
Company, other than as a result of the gross negligence or willful misconduct of
the Agent;  or (ii) the failure of the Agent to honor a drawing under any Letter
of Credit due to any act or  omission  (whether  rightful  or  wrongful)  of any
present or future de jure or de facto government or governmental authority.

         (b)  Notwithstanding  any other provision  contained in this Agreement,
the Agent shall not be  obligated  to issue any Letter of Credit,  nor shall any
Lender be obligated to purchase its  participation in any Letter of Credit to be
issued  hereunder,  if the issuance of such Letter of Credit or purchase of such
participation shall have become unlawful or prohibited by compliance by Agent or
such Lender in good faith with any law, governmental rule,  guideline,  request,
order, injunction,  judgment or decree (whether or not having the force of law);
provided  that in the  case of the  obligation  of a  Lender  to  purchase  such
participation,  such  Lender  shall have  notified  the Agent to such  effect in
writing at least ten (10)  Business  Days' prior to the issuance  thereof by the
Agent,  which notice  shall  relieve the Agent of its  obligation  to issue such
Letter of Credit pursuant to Section 2.04 and Section 2.05 hereof.

         SECTION  2.10  Prepayment  of  Borrowings  Under the  Commitments.  The
Company  shall have the right to prepay  Borrowings  under the  Commitments,  in
whole at any time or in part from time to time, without premium or penalty (but,
in the case of LIBOR Advances, subject to the funding indemnification provisions
of Section  2.22),  provided  that (i) the Company gives the Agent prior written
notice of such prepayment, specifying the date such prepayment will occur (which
shall be a Business Day), (x) in the case of any Base Rate Advance, at least one
Business  Day in  advance  of such date or (y) in the case of any LIBOR  Advance
during an Interest Period, at least three Business Days in advance of such date,
(ii) each  partial  prepayment  shall be in an amount of at least  $500,000  and
integral  multiples of  $100,000,  (iii)  prepayments  shall be applied to repay
Borrowings  under the Commitments in the order set forth in Section 2.13 hereof,
and (iv) such  prepayments  include  interest  accrued,  on the principal amount
prepaid, to the prepayment date.

                                       26

<PAGE>

         SECTION 2.11 Mandatory Prepayments.

         (a) If the sum of the (i) aggregate outstanding principal amount of the
Revolving Loans, (ii) aggregate  outstanding  principal amount of the Swing Line
Loans,  and  (iii)  Letter of  Credit  Obligations  exceed at any time the Total
Commitments, as reduced pursuant to Section 2.10 or otherwise, the Company shall
immediately  repay the  Revolving  Loans,  Swing  Line Loans or Letter of Credit
Obligations  by an amount equal to such  excess.  Each  prepayment  of Revolving
Loans shall be applied  first to Base Rate  Advances to the full extent  thereof
before application to LIBOR Advances.

         (b) The Company shall make a mandatory  prepayment  from 100 percent of
the  after-tax  net  proceeds  received  by the  Company  from any sale or other
disposition by the Company of any of its assets,  provided,  however,  that such
prepayment provision shall not apply to the sales of inventory by the Company in
the ordinary  course of business or assets  disposed of as part of the Company's
standard  acquisition  procedures (such assets to include  high-pressure  tanks,
motorized vehicles,  including cars and trucks, and lines of business other than
carbon  dioxide  that may be  obtained  by the  Company  as part of the group of
assets of any corporation or other business entity the Company may acquire), and
certain other sales to be agreed upon in writing by the Company and the Required
Lenders.

         (c) The Company shall make a mandatory  prepayment  from 100 percent of
net proceeds of any offering of debt;  provided,  however,  that this  provision
shall  not  include  (i)  fifty  percent  (50%)  of  the  proceeds  of  the  new
Subordinated Debt issued pursuant to the Third Amendment to Senior  Subordinated
Debt, and (ii) any purchase money obligations paid to the Company.

         (d)  Notwithstanding  anything in this  Agreement to the  contrary,  no
reduction  in the  Commitments  shall be required  hereunder  as a result of any
mandatory prepayment under this Section 2.11.

         SECTION 2.12 Voluntary Reduction of Commitments. Upon at least five (5)
Business Days' prior written notice (or telephonic notice promptly  confirmed in
writing) to the Agent,  which notice shall  specify (1) the amount by which such
Commitments are to be terminated and (2) the date such  termination is to occur,
the Company shall have the right,  without premium or penalty,  to terminate the
Commitments,  in whole or in part,  provided  that (a) any  partial  termination
pursuant to this Section 2.12 shall be in an amount of at least  $5,000,000  and
integral  multiples of $5,000,000  and (b) any such  termination  shall apply to
reduce  proportionately  and  permanently  the  Commitments.  If  the  aggregate
principal  amount  of  Advances  exceeds  the  amount of the  Commitments  as so
reduced,  the Company shall  immediately repay Borrowings under such Commitments
by an amount equal to such excess,  together with accrued but unpaid interest on
such excess.


                                       27

<PAGE>

         SECTION 2.13 Allocation of Payments.

         (a) All  principal  and  interest  payments and  prepayments  made with
respect  to  Advances  and  payments  in  respect  of  Commitment  Fees shall be
allocated among all outstanding  Commitments and Advances to which such payments
relate,   proportionately   based  on  the  Lenders'  Pro  Rata  Shares  of  the
Commitments.

         (b) All payments  made to the Agent by the Company  shall be applied in
the following order:  (a) first, to the  reimbursement of any fees which are due
and payable, and expenses incurred by and then due and payable to, the Agent, in
accordance   with  the  terms  of  this   Agreement,   in  connection  with  the
administration of the Commitments and otherwise (to the extent any such fees are
payable by the Company pursuant to the terms of this Agreement);  (b) second, to
the  payment  of any  accrued  and  unpaid  interest  and Fees which are due and
payable,  pro rata to the Lenders based upon their respective Pro Rata Shares of
the Commitments; and (c) finally, to the payment of outstanding Advances.

         SECTION 2.14 Termination of Commitments.  The unpaid principal  balance
and all  accrued and unpaid  interest on the Notes will be due and payable  upon
the first of the following  dates or events to occur:  (i)  acceleration  of the
maturity of any Note in accordance  with the remedies  contained in Section 8.02
of this  Agreement;  or (ii)  upon  the  expiration  of the  Commitments  on the
Commitment Termination Date.

         SECTION 2.15 Use of Proceeds.  The proceeds of each Borrowing under the
Commitments will be used by the Company solely to make Capital  Expenditures and
to provide for the working capital and general corporate needs of the Company.

         SECTION 2.16 Fees.

         (a) On the Closing Date,  the Company  shall pay to SunTrust  Equitable
Securities  Corporation,  the Underwriting  Fee, which shall be fully earned and
nonrefundable when paid.

         (b)  On the  Closing  Date  and on  each  anniversary  thereof,  if the
Commitments are extended  pursuant to Section 2.19, the Company shall pay to the
Agent the Agent Fee, which fee shall be nonrefundable when paid.

         (c)  The  Company  shall  pay to the  Agent,  for  the  account  of and
distribution  of the  respective  Pro Rata Share to each Lender  (subject to the
last sentence  hereof),  a commitment fee (the "Commitment  Fee") for the period
commencing on the Closing Date to and including the Commitment Termination Date,
computed at a rate equal to the Applicable  Commitment Fee Percentage multiplied
by the average daily unused portion of the Commitments of the Lenders,  such fee
being  payable  quarterly in arrears on the last day of each  calendar  quarter,
commencing  on June  30,  1999,  and on the  Commitment  Termination  Date.  The
Commitment  Fee will be calculated on the basis of a 360-day year for the actual
number of days elapsed.

                                       28

<PAGE>

         (d) The Company shall pay, quarterly in arrears on the last day of each
calendar quarter, commencing on June 30, 1999, and on the Commitment Termination
Date, (i) to the Agent,  for the account of and  distribution  of the respective
Pro Rata Share to each  Lender,  a letter of credit fee equal to the  Applicable
Margin for LIBOR Advances  multiplied by the average daily  aggregate  Letter of
Credit  Obligations,  and (ii) to the Agent,  for its own  account,  a letter of
credit  fronting fee equal to one-quarter of one percent  (0.25%)  multiplied by
the stated face amount of such  Letter of Credit  (collectively,  the "Letter of
Credit Fee").

         (e) The Company hereby authorizes the Agent to withdraw an amount equal
to the fees which are due and payable  under  clauses (a), (b) or (c) above from
any of its  accounts  with the Agent if not paid on the due date for such  fees.
The Agent  shall  give the  Company  notice of any such  withdrawals,  provided,
however,  that failure by the Agent to give the Company notice shall not prevent
the Agent from making any such withdrawals under this Section.

         SECTION 2.17 Interest.

         (a) For  Borrowings  other than those  made under the Swing  Line,  the
Company  shall be  entitled  to select  between  the  following  two  options to
establish  the rate of  interest  at which the  unpaid  principal  amount of the
Revolving Notes shall accrue:

              (i) Base Rate  Advances - interest  shall  accrue at the Base Rate
         plus the Applicable Margin; or

             (ii) LIBOR  Advances  -  interest  shall  accrue at LIBOR  plus the
         Applicable Margin.

         (b) Interest on the  Revolving  Notes for  Borrowings  other than those
made under the Swing Line shall be calculated on the basis of a 360-day year and
shall be payable to the Lenders as follows:

              (i) Base  Rate  Advances  -- on the last day of every  quarter  in
         arrears; and

             (ii) LIBOR  Advances -- at the  expiration of each Interest  Period
         and, with respect to advances  made for an Interest  Period longer than
         three months,  also on the last day of each three-month period prior to
         the expiration of the Interest Period.

         (c) For  Borrowings  made under the Swing Line, the rate of interest at
which the unpaid principal shall accrue on the Swing Line Note shall be equal to
the Base Rate on the  applicable  day of the Swing Line  Borrowing  Notice  (the
"Swing Rate").

                                       29

<PAGE>
         SECTION 2.18 Interest Periods.

         (a) In  connection  with the making or  continuation  of, or conversion
into,  each  Borrowing of LIBOR  Advances,  the Company shall select an Interest
Period to be applicable to such LIBOR Advance,  which  Interest  Period shall be
either a 1, 2, 3 or 6 month period.

         (b) In  connection  with the  making  of each Base  Rate  Advance,  the
Company and the Lenders  shall agree on an Interest  Period  acceptable  to both
sides.

         (c) Notwithstanding paragraphs (a) or (b) above:

              (i) The  initial  Interest  Period  for  any  Borrowing  of  LIBOR
         Advances shall  commence on the date of such  Borrowing  (including the
         date  of any  conversion  from a  Borrowing  consisting  of  Base  Rate
         Advances) and each Interest Period occurring thereafter in respect of a
         continuation  of such Borrowing  shall commence on the day on which the
         immediately preceding Interest Period expires;

             (ii) If any Interest Period would  otherwise  expire on a day which
         is not a Business Day,  such  Interest  Period shall expire on the next
         succeeding  Business  Day,  provided  that if any  Interest  Period  in
         respect of LIBOR Advances would otherwise expire on a day that is not a
         Business Day but is a day of the month after which no further  Business
         Day occurs in such month, such Interest Period shall expire on the next
         preceding Business Day;

            (iii) Any Interest  Period in respect of LIBOR Advances which begins
         on a day for which  there is no  numerically  corresponding  day in the
         calendar  month at the end of such Interest  Period  shall,  subject to
         part (iv)  below,  expire  on the last  Business  Day of such  calendar
         month; and

             (iv) No Interest  Period with respect to the Advances  shall extend
         beyond the Commitment Termination Date.

         SECTION 2.19 Extension of Commitments.  No earlier than 120 days but no
later than 90 days prior to the then applicable Commitment Termination Date, the
Company  may request  that the  Commitment  Termination  Date be extended by the
Lenders for an additional 364-day or longer period. The Lenders may agree or not
agree to such  extension  in the  exercise of their sole  discretion;  provided,
however,  that the Agent shall inform the Company no later than 60 days prior to
the then applicable  Commitment  Termination Date of the Lenders' decision as to
whether to extend the  Commitment  Termination  Date.  Notwithstanding  anything
herein to the contrary, the Commitment Termination Date may only be extended, in
the aggregate,  for up to an additional two-year period pursuant to this Section
2.19. If the Lenders agree, in their sole  discretion,  to extend the Commitment
Termination  Date,  then  the  applicable  Commitment   Termination  Date  shall
automatically  be so extended upon written notice thereof being delivered by the
Lenders to the Company and completion by the Company and its Subsidiaries of any
conditions to such extension required by the Lenders.

                                       30

<PAGE>

         SECTION 2.20 Increased Costs.

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

              (i) any Lender (or its applicable Lending Office) shall be subject
         to any tax, duty or other charge with respect to its LIBOR  Advances or
         its  obligation  to make LIBOR  Advances,  or the basis of  taxation of
         payments  to any Lender of the  principal  of or  interest on its LIBOR
         Advances or its  obligation to make LIBOR  Advances  shall have changed
         (except  for  changes in the tax on the  overall  net income of, or any
         franchise tax on, such Lender or its applicable  Lending Office imposed
         by the jurisdiction in which such Lender's  principal  executive office
         or applicable Lending Office is located); or

             (ii) any reserve (including, without limitation, any imposed by the
         Board of Governors of the Federal Reserve  System),  special deposit or
         similar requirement against assets of, deposits with or for the account
         of, or credit extended by, any Lender's applicable Lending Office shall
         be imposed or deemed  applicable or any other  condition  affecting its
         LIBOR  Advances  or its  obligation  to make  LIBOR  Advances  shall be
         imposed on any Lender or its  applicable  Lending  Office or the London
         interbank market;

and as a result  thereof  there shall be any increase in the cost to such Lender
of agreeing to make or making,  funding or maintaining LIBOR Advances (except to
the extent already  included in the  determination of LIBOR for LIBOR Advances),
or there  shall be a reduction  in the amount  received  or  receivable  by such
Lender or its  applicable  Lending  Office,  then the Company shall from time to
time,  upon written notice from and demand by such Lender on the Company (with a
copy of such notice and demand to the  Agent),  pay to the Agent for the account
of such  Lender  within  five  Business  Days after the date of such  notice and
demand,  additional  amounts  sufficient to indemnify  such Lender  against such
increased cost. A certificate as to the amount of such increased cost, submitted
to the Company and the Agent by such Lender in good faith and  accompanied  by a
statement  prepared by such Lender describing in reasonable detail the basis for
and  calculation of such increased  cost,  shall,  except for manifest error, be
final,  conclusive  and binding for all purposes.  In the event that the Company
shall pay the increased  costs  accrued  through the date of payment as required
under this  Section  2.20(a),  plus any funding  losses as  described in Section
2.22,  then the  Company  shall have the right to  convert  the  relevant  LIBOR
Advance to a Base Rate Advance,  as provided in Section 2.02,  and the Agent and
each of the Lenders  shall be deemed to have given  their  consent  thereto,  as
required thereunder.


                                       31

<PAGE>

         (b) If any Lender shall  advise the Agent that at any time,  because of
the circumstances  described in clauses (x) or (y) in Subsection  2.20(a) or any
other  circumstances  beyond such Lender's  reasonable control arising after the
date of this Agreement  affecting such Lender or the London  interbank market or
the United  States  secondary  certificate  of deposit  market or such  Lender's
position in such markets, LIBOR, as determined by the Agent, will not adequately
and fairly reflect the cost to such Lender of funding its LIBOR Advances,  then,
and in any such event:

              (i) the Agent shall forthwith give notice (by telephone  confirmed
         in writing) to the Company and to the other Lenders of such advice;

             (ii) the Company's right to request and such Lender's obligation to
         make or permit  portions  of the Loans to remain  outstanding  past the
         last day of the then current  Interest  Periods as LIBOR Advances shall
         be immediately suspended; and

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

         SECTION 2.21 Capital  Adequacy.  If, after the date of this  Agreement,
any Lender shall have  determined  that the adoption of any applicable law, rule
or regulation  regarding capital adequacy,  or any change therein, or any change
in the interpretation or administration  thereof by any governmental  authority,
central  bank  or  comparable   agency  charged  with  the   interpretation   or
administration  thereof,  or  compliance  by such  Lender  with any  request  or
directive regarding capital adequacy not currently in effect or fully applicable
as of the  Closing  Date  (whether  or not  having the force of law) of any such
authority,  central bank or comparable  agency,  has or would have the effect of
reducing the rate of return on such  Lender's  capital as a  consequence  of its
obligations  hereunder  to a level  below  that  which  such  Lender  could have
achieved but for such adoption,  change or compliance (taking into consideration
such Lender's  policies with respect to capital adequacy) by an amount deemed by
such Lender to be material,  then,  from time to time,  promptly  upon demand by
such Lender (with a copy to the Agent),  the Company  shall pay such Lender such
additional  amount or amounts as will compensate such Lender for such reduction.
A certificate of any Lender  claiming  compensation  under this Section 2.21 and
setting forth the additional  amount or amounts to be paid to it hereunder shall
be conclusive absent manifest error. In determining any such amount, such Lender
may use any  reasonable  averaging  and  attribution  methods.  Each Lender will
promptly notify the Company of any such adoption,  change or compliance of which
it has knowledge which will entitle such Lender to compensation pursuant to this
Section,  but the  failure to give such notice  shall not affect  such  Lender's
right to such compensation provided such Lender gives such notice within 90 days
after an officer of such Lender having  responsibility for the administration of
this Agreement  shall have received  actual notice of such  adoption,  change or
compliance.

                                       32

<PAGE>

         SECTION 2.22 Funding Losses.  The Company shall compensate each Lender,
upon its written request to the Company (which request shall set forth the basis
for requesting such amounts in reasonable detail and which request shall be made
in good faith and, absent manifest error, shall be final, conclusive and binding
upon all of the  parties  hereto),  for all  losses,  expenses  and  liabilities
(including,  without limitation,  any interest paid by such Lender to lenders of
funds borrowed by it to make or carry its LIBOR Advances,  in either case to the
extent not recoverable by such Lender in connection with a re-employment of such
funds and including loss of anticipated profits,  which the Lender may sustain):
(i) if for any reason  (other than a default by such Lender) a borrowing  of, or
conversion to or  continuation  of, LIBOR Advances to the Company does not occur
on the date  specified  therefor in a Notice of  Borrowing or Notice of Interest
Rate  Conversion  (whether or not withdrawn),  (ii) if any repayment  (including
mandatory  prepayments and any conversions) of any LIBOR Advances by the Company
occurs  on a date  which is not the last day of an  Interest  Period  applicable
thereto,  or (iii) if, for any reason, the Company defaults in its obligation to
repay its LIBOR Advances when required by the terms of this Agreement.

         SECTION 2.23 Making of Payments.

         (a) The Fees and all  payments of  principal  of, or  interest  on, the
Notes,  and  payments  in  respect of the  Letters  of Credit,  shall be made in
immediately   available  funds  free  and  clear  of  any  defenses,   set-offs,
counterclaims  or  withholdings  or  deductions  for  taxes to the  Agent at its
principal office in Ft. Lauderdale,  Florida, for the accounts of the respective
Lenders.  All  such  payments  shall be made  not  later  than  1:00  p.m.  (Ft.
Lauderdale,  Florida time) and funds received after that hour shall be deemed to
have been received by the Agent on the next following  Business Day. Payments to
the Agent shall, as to the Company, constitute payment to the applicable Lenders
hereunder, other than Swing Line Loans.

         (b) Subject to Subsection 2.18(c)(ii),  whenever any payment to be made
hereunder or under any Revolving  Note or the Swing Line Note shall be stated to
be due on a day  which is not a  Business  Day,  the due date  thereof  shall be
extended to the next  succeeding  Business Day and,  with respect to payments of
principal,  interest thereon shall be payable at the applicable rate during such
extension.

         (c) On the  Business  Day that a payment is  received or deemed to have
been received hereunder, the Agent shall remit in immediately available funds to
each Lender its share,  based on the  percentages  set forth in Section 2.01, of
all payments received by the Agent on the Revolving Notes.

         SECTION 2.24 Default Rate of Interest.  Upon the  occurrence and during
the  continuance of an Event of Default set forth in Section 8.01, to the extent
permitted  by  law,  all  unpaid  amounts  hereunder  shall,  on such  date  and
thereafter,  accrue at the then applicable  interest rate plus an additional two
percent  (2.0%) per annum until payment in full,  provided,  that, for any LIBOR
Advance, at the end of the applicable Interest Period,  interest shall accrue at

                                       33

<PAGE>

the Base Rate plus two percent (2.0%) per annum.  Interest  accruing pursuant to
this Section 2.24 will be due and payable upon demand.

         SECTION  2.25  Proration  of  Payments.  If any Lender shall obtain any
payment or other recovery (whether voluntary,  involuntary,  through exercise of
any  right of  set-off  or  otherwise)  after  the  occurrence  and  during  the
continuance of an Event of Default on account of the principal of or interest on
any Revolving Note or any fees in respect of this Agreement in excess of its Pro
Rata Share of  payments  and other  recoveries  obtained  by all the  Lenders on
account of the  principal  of and interest on the  Revolving  Notes then held by
them or any fees due to them in respect of this  Agreement,  such  Lender  shall
notify the Agent  thereof and  forthwith  purchase  from the other  Lenders such
participation  in the Revolving  Notes held by them or in such fees owed to them
as shall be  necessary  to cause  such  purchasing  Lender to share  the  excess
payment or other recovery ratably with each of them; provided,  however, that if
all or any  portion  of the  excess  payment  or other  recovery  is  thereafter
recovered from such  purchasing  Lender,  the purchase from such Lender shall be
rescinded and the purchase  price  restored by each selling Lender to the extent
of such recovery, but without interest, unless the purchasing Lender is required
to pay interest on the amount so  recovered,  in which case each selling  Lender
shall pay its Pro Rata Share of such  interest.  After the occurrence and during
the  continuance of an Event of Default,  disproportionate  payments of interest
shall be shared by the purchase of separate  participations  in unpaid  interest
obligations,  disproportionate  payments of fees shall be shared by the purchase
of  separate  participations  in unpaid fee  obligations,  and  disproportionate
payments of principal shall be shared by the purchase of separate participations
in  unpaid  principal  obligations.  The  Company  agrees  that  any  Lender  so
purchasing a  participation  from another  Lender  pursuant to this Section 2.25
may, to the fullest extent permitted by law,  exercise all its rights of payment
(including the right of set-off) with respect to such  participation as fully as
if such  Lender  were the direct  creditor  of the Company in the amount of such
participation.  Each Lender shall give the Agent notice  within five (5) days of
any payments or other recoveries described above which it obtains.

         SECTION 2.26  Lenders'  Obligations  Several.  The  obligation  of each
Lender to make any Advance is several,  and not joint or joint and several,  and
is  not  conditioned  upon  the  performance  by  all  other  Lenders  of  their
obligations to make Advances.

         SECTION 2.27  Calculation of Interest.  Interest  payable on the Notes,
including  interest  payable as provided in Section 2.24, shall be calculated on
the basis of a year of 360 days and paid for the actual number of days elapsed.

         SECTION 2.28 Payments Free of Taxes.

         (a) All payments  made by the Company under this  Agreement,  the Notes
shall be made free and clear of, and  without  deduction  for,  any Tax.  To the
extent that the Company is obligated by Applicable  Law to make any deduction or
withholding  on account of any Tax from any amount  payable to any Lender  under
this  Agreement,  the  Notes,  the  Company  shall  (1) make such  deduction  or
withholding and pay the same to the relevant governmental  authority and (2) pay
                                       34

<PAGE>

such additional amount to such Lender as is necessary to result in that Lender's
receiving a net after-tax (or  after-assessment or after-charge) amount equal to
the amount to which such Lender would have been entitled  under this  Agreement,
the Notes absent such deduction or withholding.

         (b) Each Lender that is  organized  under the laws of any  jurisdiction
other than the United  States of America  or any State  thereof  (including  the
District of  Columbia)  agrees to furnish to the  Company and the Agent,  on the
Closing Date and otherwise prior to the time it becomes a Lender hereunder,  two
copies  of either  U.S.  Internal  Revenue  Service  Form 4224 or U.S.  Internal
Revenue  Service Form 1001 or any successor  forms thereto  (wherein such Lender
claims  entitlement to complete  exemption from or reduced rate of U.S.  Federal
withholding tax on interest paid by the Company hereunder) and to provide to the
Company  and the  Agent a new  Form  4224 or Form  1001 or any  successor  forms
thereto if any previously  delivered form is found to be incomplete or incorrect
in any material  respect or upon the  obsolescence  of any previously  delivered
form.

         SECTION 2.29  Interest Rate Not  Ascertainable,  etc. In the event that
the Agent,  in the case of LIBOR,  shall have  determined  (which  determination
shall  be made in good  faith  and,  absent  manifest  error,  shall  be  final,
conclusive and binding upon all parties) that on any date for determining  LIBOR
for any Interest Period, by reason of any changes arising after the date of this
Agreement  affecting the London interbank market or the Agent's position in such
market,  adequate and fair means do not exist for  ascertaining  the  applicable
interest rate on the basis  provided for in the definition of LIBOR then, and in
any such event, the Agent shall forthwith give notice (by telephone confirmed in
writing) to the Company and to the Lenders of such  determination  and a summary
of the basis for such  determination.  Until the Agent notifies the Company that
the  circumstances  giving  rise to the  suspension  described  herein no longer
exist, the obligations of the Lenders to make or permit portions of the Advances
to remain  outstanding past the last day of the then current Interest Periods as
LIBOR  Advances  shall be suspended,  and such affected  Advances shall bear the
same interest as Base Rate Advances.

         SECTION 2.30 Illegality.

         (a)  In  the  event  that  any  Lender  shall  have  determined  (which
determination  shall be made in good faith and, absent manifest error,  shall be
final,  conclusive  and binding upon all parties) at any time that the making or
continuance  of any LIBOR  Advance  has become  unlawful by  compliance  by such
Lender in good faith with any applicable  law,  governmental  rule,  regulation,
guideline  or order  (whether  or not having the force of law and whether or not
failure to comply  therewith  would be unlawful),  then, in any such event,  the
Lender  shall give  prompt  notice (by  telephone  confirmed  in writing) to the
Company  and to the Agent of such  determination  and a summary of the basis for
such determination  (which notice the Agent shall promptly transmit to the other
Lenders).

         (b) Upon  the  giving  of the  notice  to the  Company  referred  to in
subsection  (a) above,  (i) the  Company's  right to request  and such  Lender's
obligation  to make LIBOR


                                       35
<PAGE>

Advances shall be immediately  suspended,  and such Lender shall make an Advance
as part of the requested Borrowing of LIBOR Advances as a Base Rate Advance, and
(ii) if the affected LIBOR Advance or Advances are then outstanding, the Company
shall  immediately,  or if permitted by  applicable  law, no later than the date
permitted thereby,  upon at least one Business Day's written notice to the Agent
and the affected  Lender,  convert each such Advance into an Advance or Advances
to a Base Rate Advance with an Interest  Period  ending on the date on which the
Interest Period applicable to the affected LIBOR Advances expires, provided that
if more than one Lender is affected at any time, then all affected  Lenders must
be treated the same pursuant to this Subsection 2.30(b).


                                  ARTICLE III

                            CONDITIONS TO BORROWINGS

         The obligation of each Lender to make an Advance to the Company and the
obligation of the Agent to issue  Letters of Credit  hereunder is subject to the
satisfaction of the following conditions:

         SECTION 3.01 Conditions  Precedent to Initial Advances.  At the time of
the making by each Lender of its initial  Advance  hereunder,  unless  otherwise
waived or consented to by the Required Lenders,

         (a) all  obligations of the Company to the Agent or any Lender incurred
prior  thereto  (including,  without  limitation,  the  Company's  obligation to
reimburse the fees and  disbursements of counsel to the Agent and the Lenders in
accordance with this Agreement), together with the Fees, shall have been paid in
full;

         (b) the Agent shall have received the  following,  each dated as of the
Closing Date, if applicable,  in form and substance  satisfactory to the Lenders
and (except for the Notes) in sufficient copies for each Lender:

              (i) A duly executed original of this Agreement.

             (ii) A duly  completed  and executed  original of a Revolving  Note
         payable  to the order of each  Lender in the  principal  amount of such
         Lender's Commitment.

            (iii) A duly completed and executed  original of the Swing Line Note
         payable to the order of SunTrust in the principal amount of $2,000,000.

             (iv) A duly  executed  original of the Guaranty  Agreement  and the
         Contribution Agreement.

                                       36
<PAGE>

              (v) A duly  executed  original  of the  amendments  to the Company
         Security Agreement and the Guarantor Security Agreement,  together with
         such UCC  financing  statements  and UCC  amendments  recorded  in such
         jurisdictions  as the Required  Lenders deem  necessary or desirable to
         perfect the security interests granted thereunder and under the Company
         Pledge Agreement, the Guarantor Pledge Agreement, the Company Trademark
         Security Agreement, and the Guarantor Trademark Security Agreement.

             (vi)  Lien  searches  in all  relevant  jurisdictions  listing  all
         effective  financing  statements  which name the  Company or any of its
         Subsidiaries  as debtor,  together with copies of such other  financing
         statements  (none of which shall cover the  Collateral  purported to be
         covered by the  Company  Security  Agreement,  the  Guarantor  Security
         Agreement,   the  Company  Pledge   Agreement,   the  Guarantor  Pledge
         Agreement,  the Company Trademark  Security  Agreement or the Guarantor
         Trademark Security Agreement), other than financing statements in favor
         of the Agent.

            (vii) A duly executed  original of the  amendment to Company  Pledge
         Agreement  and the  Guarantor  Pledge  Agreement,  together  with stock
         certificates  evidencing the shares of stock of all Subsidiaries of the
         Company pledged to the Agent  thereunder and an undated stock power for
         each such stock  certificate,  executed in blank by the pledgor of such
         stock.

           (viii)  A  duly  executed  original  of  the  amendments  to  Company
         Trademark  Security  Agreement  and the  Guarantor  Trademark  Security
         Agreement,  together  with such filings in the United States Patent and
         Trademark Office as the Required Lenders deem necessary or desirable to
         perfect the  security  interests  granted  under the Company  Trademark
         Security Agreement and the Guarantor Trademark Security Agreement.

             (ix) Duly  executed  originals of any  amendments  to Mortgages and
         Assignments  of Leases to be recorded in the real estate records of the
         jurisdiction  in  which  the  Mortgaged  Property  related  thereto  is
         located,  together with such fixture filings and amendments to existing
         fixture filings recorded in such  jurisdictions as the Required Lenders
         deem necessary or desirable to perfect the security  interests  granted
         thereunder,  and endorsements to the existing title insurance  policies
         for such Mortgage or Assignment of Leases  showing that the Agent has a
         valid  first  priority  Lien with  respect to such  Mortgaged  Property
         subject to no encumbrances  other than such Mortgage or such Assignment
         of Leases, and Liens permitted pursuant to Section 6.01 hereof.

               (x) Evidence  satisfactory to the Required Lenders that all other
         actions  necessary  or  desirable  to perfect and protect the  security
         interests created by the Security Documents have been taken.

                                       37

<PAGE>

              (xi)  Certificates of insurance issued by the Company's  insurers,
         describing  in  reasonable  detail  the  insurance  maintained  by  the
         Company,  together with appropriate evidence showing that the Agent has
         been named as loss payee or  additional  insured,  as its  interest may
         appear, on all insurance  policies insuring property of the Company and
         its Subsidiaries.

             (xii)  Certificates  signed by the Chief  Executive  Officer or the
         Chief Financial Officer of each of the Company and the Guarantors as to
         the solvency of such Company or Guarantor.

           (xiii) A duly executed original of the Closing  Certificate,  in the
         form attached hereto as Exhibit F.

             (xiv)  Copies of the  organizational  papers of each of the Company
         and the Subsidiaries, certified as true and correct by the Secretary of
         State  of the  State  in  which  the  Company  or  such  Subsidiary  is
         incorporated,  and  certificates  from the  Secretaries of State of the
         States in which the Company or such Subsidiary is  incorporated  and of
         each state in which the Company or such Subsidiary is legally  required
         to qualify to transact  business as a foreign  corporation,  certifying
         the Company's or  Subsidiaries'  good standing as a corporation in such
         States.

              (xv)  Copies  of the  bylaws  of  each  of  the  Company  and  the
         Guarantors  of  resolutions  of the Board of  Directors  of each of the
         Company and the Guarantors  approving this  Agreement,  the Notes,  the
         Borrowings  hereunder,  the  Security  Documents  and  all  other  Loan
         Documents to which the Company or such  Guarantor is a party and of all
         documents  evidencing other necessary corporate action and governmental
         approvals,  if any,  with  respect to this  Agreement,  the Notes,  the
         Security Documents and all other Loan Documents to which the Company or
         such  Guarantor is a party,  in each case certified as true and correct
         by the  Secretary  or an  Assistant  Secretary  of the  Company or such
         Guarantor.

             (xvi)  A  favorable   written  opinion  of  Olshan  Grundman  Frome
         Rosenzweig  & Wolosky  LLP,  General  Counsel  for the  Company and the
         Guarantors, substantially in the form of Exhibit G attached hereto, and
         covering  such  additional   matters   relating  to  the   transactions
         contemplated  hereby as the Required  Lenders may  reasonably  request,
         addressed to the Agent and the Lenders.

            (xvii) A favorable  written opinion of Holland & Knight LLP, counsel
         for  the  Company  and the  Guarantors,  substantially  in the  form of
         Exhibit  H  attached  hereto,  and  covering  such  additional  matters
         relating  to the  transactions  contemplated  hereby  as  the  Required
         Lenders may reasonably request, addressed to the Agent and the Lenders.

           (xviii) Certified copies of all consents, approvals,  authorizations,
         registrations or filings required to be made or obtained by the Company
         or the  Guarantors


                                       38

<PAGE>

         in  connection  with the  transactions  contemplated  hereby and by the
         other Loan Documents.

         (c) Since December 31, 1998,  there shall have been no change which has
had or could reasonably be expected to have a Materially Adverse Effect;

         (d)  Issuance  and  funding  of  at  least  $10,000,000  in  additional
Subordinated Debt pursuant to the Third Amendment to Senior  Subordinated  Debt,
in form and substance satisfactory to the Lenders;

         (e)  Receipt by the Agent of the  interest  rate  protection  agreement
required by Section 5.15, in form and substance satisfactory to Agent; and

         (f) All  corporate  and  other  proceedings  taken  or to be  taken  in
connection with the transactions  contemplated hereby and all Loan Documents and
other documents  incident thereto or delivered in connection  therewith shall be
satisfactory in form and substance to each Lender.

         SECTION  3.02  Conditions  Precedent  to Each  Advance  and  Letters of
Credit.  At the time of the  making by the  Lenders  of each  Advance  hereunder
(including  the  initial  Advances)  and the  issuance  of all Letters of Credit
(before as well as after giving  effect to such Advances and the proposed use of
the  proceeds  thereof and the  issuance of Letters of  Credit),  the  following
statements shall be true:

         (a) The representations  and warranties  contained in Article IV hereof
are true and  correct  in all  material  respects  on and as of the date of such
Borrowing  or the issuance of such Letters of Credit as though made on and as of
such date, except insofar as such  representations  and warranties speak only as
of a prior date or reflect  transactions  and events after the Closing  Date, as
permitted by the Loan Documents;

         (b) No  Default or Event of Default  exists or would  result  from such
Borrowing or from the application of the proceeds therefrom;

         (c) Since the date of the most recent consolidated financial statements
of the Company described in Section 4.14 or delivered to the Lenders pursuant to
Section 5.02,  there shall have been no change which has had or could reasonably
be expected to have a Materially Adverse Effect;

         (d) There shall be no action or proceeding instituted or pending before
any court or other  governmental  authority or, to the knowledge of the Company,
threatened (i) which reasonably  could be expected to have a Materially  Adverse
Effect,  or (ii) seeking to prohibit or restrict  the  ownership or operation of
any portion of the business or assets of the Company or any of its Subsidiaries,
or to compel  the  Company  or any of its  Subsidiaries  to  dispose  of or hold
separate all or any portion of its  businesses or assets,  where such portion or
portions  of such


                                       39

<PAGE>

business(es) or assets, as the case may be, constitute a material portion of the
total businesses or assets of the Company or its Subsidiaries; and

         (e) The  Advances to be made and the use of proceeds or the issuance of
such Letters of Credit thereof shall not  contravene,  violate or conflict with,
or involve the Agent or any Lender in a violation of, any Applicable Law.

         (f) each Notice of Borrowing  given by the Company in  accordance  with
Section  2.02(a)  hereof or issuance of a Letter of Credit and the acceptance by
the Company of the proceeds of any Borrowing shall  constitute a  representation
and warranty by the Company, made as of the time of the making of such Borrowing
or the  issuance  of such  Letter of Credit  that the  conditions  specified  in
Section  3.02(a)  have been  fulfilled  as of such  time  unless a notice to the
contrary specifically  captioned  "Disclosure  Statement" is received by each of
the Lenders from the Company prior to 5:00 p.m. (Ft.  Lauderdale,  Florida time)
on the  Business  Day  immediately  preceding  the  date of the  making  of such
Borrowing.  To the extent that the Lenders  agree to make such  Borrowing  after
receipt of a Disclosure Statement in accordance with the preceding sentence, the
representations and warranties pursuant to the preceding sentence will be deemed
made as modified by the contents of such Disclosure  Statement and repeated,  as
so  modified,  as at  the  time  of the  making  of  such  Borrowing.  Any  such
modification shall be effective only for the occasion on which the Lenders elect
to make an  Advance  on such  Borrowing,  and  unless  expressly  agreed  by the
Required  Lenders in writing to the contrary in accordance  with Section  10.02,
shall not be deemed a waiver or  modification  of any condition to the making of
any future Borrowing.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


         The Company and the Subsidiaries represent and warrant as follows:

         SECTION 4.01 Corporate Status of Company;  Status of Subsidiaries.  The
Company and each Subsidiary  that is a corporation  are duly organized,  validly
existing  and in good  standing  under  the laws of the  jurisdictions  of their
respective incorporation and have the corporate power and authority to own their
respective  property  and assets and to transact  the  businesses  in which they
respectively  are engaged or presently  propose to engage and are duly qualified
and in good standing as foreign  corporations  in all states where failure to be
so qualified and in good standing could have a Materially  Adverse Effect.  Each
Subsidiary  that is a  partnership  is duly  constituted,  existing  and in good
standing  under the laws of the  jurisdiction  of its  constitution  and has all
requisite power, authority and legal right to own its property and assets and to
transact the  businesses in which it is engaged or presently  proposes to engage
and is duly  qualified  and in good standing as a foreign  partnership  wherever
failure to be so qualified and in good standing could have a Materially  Adverse
Effect.  The  Company and each of its  Subsidiaries  have the power to own their
respective  properties and to carry on their respective  businesses as now being
conducted.  The Company is adequately  capitalized for the purpose of conducting
its  business,  was not formed solely for the purpose of acting as agent for, or
as an instrumentality of, any Subsidiary.

         SECTION 4.02 Corporate Power and Authority. Each of the Company and the
Guarantors has the corporate power and has taken all necessary  corporate action
(including,  without limitation,  any consent of stockholders required by law or
by its  certificate  of  incorporation  or bylaws) to authorize  it, to execute,
deliver and carry out the terms and  provisions of and to incur its  obligations
under this  Agreement,  the Notes,  the  Security  Documents  and the other Loan
Documents  to which it is a party.  This  Agreement,  the  Notes,  the  Security
Documents and the other Loan Documents have been duly  authorized,  executed and
delivered by the Company and the Guarantors party thereto.

         SECTION 4.03 Compliance with Other Instruments. The execution, delivery
and performance by the Company and any Guarantors party thereto, as the case may
be, of this  Agreement,  the Notes,  the Security  Documents  and the other Loan
Documents  to which it is a party,  (a) will not  contravene  any  provision  of
Applicable  Law,  rule,  regulation,  judgment,  order or  ruling,  (b) will not
conflict  with,  be  inconsistent  with,  or result in any  breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the  creation or  imposition  of any Lien upon any of the  property or
assets of the  Company or any of its  Subsidiaries  pursuant to the terms of any
indenture,  mortgage,  deed to secure debt, deed of trust, or any other material
agreement or  instrument  to which the Company or any of its  Subsidiaries  is a
signatory  or by which it is bound or to which it may be  subject,  (c) will not
violate  any  provision  of the  certificate  of  incorporation  (or  equivalent
thereof)  or bylaws (or  equivalent  thereof)  of the  Company or any  corporate
Subsidiary of the Company or the  certificate  of  partnership or other document
governing  the  constitution  or conduct of  affairs  of any  Subsidiary  of the
Company  that is not a  corporation,  (d)  will  not  require  any  Governmental
Approval  and (e) will not result in the creation of any Lien upon the assets or
properties of the Company and its  Subsidiaries  except as  contemplated  by the
Security  Documents.  Neither the Company nor any of its Subsidiaries is a party
to,  or  otherwise  subject  to  any  provision  contained  in,  any  instrument
evidencing Indebtedness of the Company or any of its Subsidiaries, any agreement
relating  thereto or any other  contract or  agreement  (including  its charter)
which limits the amount of, or otherwise  imposes  restrictions on the incurring
of, Indebtedness of the type to be evidenced by the Notes, other than the Senior
Subordinated Debt.

         SECTION 4.04 Enforceable  Obligations.  This Agreement,  the Notes, the
Security Documents and the other Loan Documents  constitute the legal, valid and
binding obligation of the Company and the Guarantors party thereto,  enforceable
in  accordance  with their terms,  except as the  enforceability  thereof may be
limited by Bankruptcy Law and by general principles of equity.

         SECTION  4.05   Governmental   Authorizations.   The  Company  and  its
Subsidiaries   are  in  good   standing   with   respect  to  all   governmental
authorizations, consents,

                                       41

<PAGE>

approvals,  orders,  licenses and other actions  required by any governmental or
non-governmental  authority or Person, except where the failure to maintain such
good standing will not have a Materially  Adverse  Effect on the Company and its
Subsidiaries.

         SECTION  4.06  Intellectual  Property.  Each  of the  Company  and  its
Subsidiaries  owns or has the  right  to use all  patents,  trademarks,  service
marks, trade names, copyrights,  licenses and other rights, free from burdensome
restrictions,  which are material for the operation of its business as presently
conducted.  Nothing  has  come  to  the  attention  of the  Company,  any of its
Subsidiaries  or any of their  respective  directors  and officers to the effect
that  (i) any  product,  process,  method,  substance,  part or  other  material
presently  contemplated  to be  sold by or  employed  by  Company  or any of its
Subsidiaries in connection with its business may infringe any patent, trademark,
service mark, trade name,  copyright,  license or other right owned by any other
Person,  (ii) there is pending or threatened any claim or litigation  against or
affecting the Company or any of its Subsidiaries contesting its right to sell or
use any such product,  process,  method,  substance,  part or other  material or
(iii) there is, or there is pending or proposed, any patent, invention,  device,
application or principle or any statute, law, rule, regulation, standard or code
which would  prevent,  inhibit or render  obsolete the production or sale of any
products of, or  substantially  reduce the  projected  revenues of, or otherwise
have a Materially Adverse Effect on the Company or any of its Subsidiaries.

         SECTION 4.07 Outstanding  Indebtedness.  Neither the Company nor any of
its  Subsidiaries,  on a consolidated  basis, has outstanding any  Indebtedness,
except as described on Schedule  4.07 hereto.  There exists no default under the
provisions  of any  instrument  evidencing or securing any  Indebtedness  of the
Company  or any of its  Subsidiaries  or of  any  agreement  otherwise  relating
thereto  which has had or would  reasonably  be  expected  to have a  Materially
Adverse Effect.

         SECTION 4.08 Insurance Coverage. Each property of the Company or any of
its  Subsidiaries is insured within terms  reasonably  acceptable to the Lenders
for the benefit of the Company or a Subsidiary of the Company in amounts  deemed
adequate by the Company's management in its reasonable business judgment and not
materially  less than  those  amounts  customary  in the  industry  in which the
Company and its  Subsidiaries  operate  against risks usually insured against by
Persons operating businesses similar to those of the Company or its Subsidiaries
in the  localities  where such  properties  are located,  and the Agent has been
named loss payee or additional  insured, as its interest may appear, on all such
policies.  Attached as Schedule  4.08 hereto are  certificates  evidencing  such
insurance.

         SECTION  4.09  Title  to  Properties.  Each  of  the  Company  and  its
Subsidiaries has (i) good and marketable fee simple title to its respective real
properties  (other than real  properties it leases from others),  including such
real  properties  reflected in the financial  statements  referred to in Section
4.14, subject to no Lien of any kind except Liens permitted by Section 6.01, and
(ii) good title to all of its other respective properties and assets (other than
properties  and  assets  which it  leases  from  others),  including  the  other
properties  and assets  reflected  in the  financial  statements  referred to in
Section 4.14,  subject to no Lien of any kind

                                       42

<PAGE>

except Liens permitted by Section 6.01. Each of the Company and its Subsidiaries
enjoys peaceful and undisturbed  possession in all material leases necessary for
the operation of its respective  properties  and assets,  none of which contains
any unusual or burdensome  provisions that would adversely  affect or impair the
operation  of such  properties  and  assets,  and all such  leases are valid and
subsisting and in full force and effect.

         SECTION 4.10 No Burdensome Restrictions. Neither the Company nor any of
its  Subsidiaries  is a party to any contract or agreement  that would result in
any  burdensome  restrictions  that  might  reasonably  be  expected  to  have a
Materially Adverse Effect on the Company or any of its Subsidiaries,  including,
but not limited to, any collective bargaining agreements.

         SECTION 4.11 No Material  Violation of Law. Neither the Company nor any
of its Subsidiaries has any notice of any violation of any law, statute,  order,
regulation or judgment  entered  against it by any court that may  reasonably be
expected to have a Materially Adverse Effect on the Company.

         SECTION 4.12 No Default Under Other Agreements. Neither the Company nor
any of its  Subsidiaries is in default under any material  agreement to which it
is a party.

         SECTION 4.13 No Equity Investments.  Neither the Company nor any of its
Subsidiaries  possesses investments in any equity or other long-term investments
in  any  person,  except  permitted  investments,   including  any  wholly-owned
Subsidiaries of the Company and the Subsidiaries.

         SECTION 4.14 Financial Statements.  The audited consolidated  financial
statements  of the Company  dated June 30,  1998,  and the related  consolidated
statements of income (including supporting footnote  disclosures),  with opinion
of Margolin,  Winer & Evens LLP, the unaudited  consolidated quarterly financial
statements of the Company dated December 31, 1998, and the related  consolidated
statements  of  income  (including  supporting  footnote  disclosures),  and the
unaudited  consolidated  monthly  financial  statements  of  the  Company  dated
February 28, 1999,  all  heretofore  furnished to the Lenders,  are all true and
correct in all material  respects and present fairly the consolidated  financial
condition at the date of said financial statements and the results of operations
for the fiscal  period then ending of the  Company.  The Company as of such date
did not have any  significant  liabilities,  contingent or otherwise,  including
liabilities for Taxes or any unusual forward or long-term commitments which were
not  disclosed by or reserved  against in the financial  statements  referred to
above or in the notes  thereto,  and at the  present  time there are no material
unrealized or anticipated losses from any unfavorable commitments of the Company
or any of its Subsidiaries.  All such financial statements have been prepared in
accordance  with GAAP  applied on a  consistent  basis  throughout  the  periods
involved.  Since  December 31,  1998,  there has been no change which has had or
could reasonably be expected to have a Materially Adverse Effect.

                                       43
<PAGE>


         SECTION 4.15 Litigation.  Except as disclosed on Schedule 4.15 attached
hereto, there are no actions,  suits,  investigations or proceedings pending or,
to the knowledge of the Company or any of its Subsidiaries,  threatened  against
or affecting the Company or any of its  Subsidiaries or any of their  properties
or rights by or before any court,  arbitrator or  administrative or governmental
body that would have a  Materially  Adverse  Effect on the Company or any of its
Subsidiaries.

         SECTION 4.16 Taxes.  Each of the Company and its Subsidiaries has filed
or caused to be filed all declarations,  reports and tax returns  including,  in
the case of the Company and each  Subsidiary  located in the United States,  all
federal and state  income tax returns  which it is required by law to file,  and
has paid all Taxes which are shown as being due and  payable on such  returns or
on any assessments  made against it or any of its  properties.  The accruals and
reserves on the books of the Company  and its  Subsidiaries  in respect of Taxes
are adequate in all material  respects for all periods.  Neither the Company nor
any of its Subsidiaries has any knowledge of any unpaid  adjustment,  assessment
or any  penalties or interest of  significance,  or any basis  therefor,  by any
taxing authority for any period,  except those being contested in good faith and
by appropriate  proceedings  which  effectively stay the enforcement of any Lien
and the attachment of a penalty.

         SECTION 4.17 Margin Regulations.  No part of the proceeds of any of the
Advances  will be used  for any  purpose  which  violates,  or  which  would  be
inconsistent or not in compliance with, the provisions of the applicable  Margin
Regulations.

         SECTION  4.18 ERISA.  Except as  disclosed  on Schedule  4.18  attached
hereto:

         (a)  Identification  of Plans.  (i)  Neither  the Company nor any ERISA
Affiliate  maintains or contributes to, or has maintained or contributed to, any
Plan  that is an  ERISA  Plan,  and  (ii)  neither  the  Company  nor any of its
Subsidiaries  maintains or contributes  to, or has maintained or contributed to,
any Plan that is an Executive Arrangement;

         (b)  Compliance.  Each Plan has at all times  been  maintained,  by its
terms and in operation,  in accordance  with all  Applicable  Laws,  except such
noncompliance  (when taken as a whole) that will not have a  Materially  Adverse
Effect;

         (c)  Liabilities.  Neither the Company nor any of its  Subsidiaries  is
currently  nor has in the  last 6 years  been  obligated  to make  contributions
(directly or indirectly) to a  Multiemployer  Plan, nor is it currently nor will
it become  subject to any liability  (including  withdrawal  liability),  tax or
penalty  whatsoever to any Person whomsoever with respect to any Plan including,
but not limited to, any tax, penalty or liability arising under Title I or Title
IV or ERISA or Chapter 43 of the Code,  except such liabilities (when taken as a
whole) as will not have a Materially Adverse Effect; and

                                       44
<PAGE>

         (d)  Funding.  The Company and each ERISA  Affiliate  has made full and
timely payment of all amounts (i) required to be contributed  under the terms of
each Plan and  Applicable  Law and (ii)  required to be paid as expenses of each
Plan.  No Plan has an "amount of unfunded  benefit  liabilities"  (as defined in
Section 4001(a)(18) of ERISA).

         SECTION 4.19 Compliance With Environmental Laws.

         (a) The Company and its  Subsidiaries  are not in violation  of, and do
not presently have outstanding any liability under,  have not been notified that
they are or may be liable under and do not have  knowledge  of any  liability or
potential  liability  (including any liability  relating to matters set forth in
Part A. of Schedule 4.19) except as set forth in Part A. of Schedule 4.19, under
any  applicable  Environmental  Laws which  violation,  liability  or  potential
liability could reasonably be expected to have a Materially Adverse Effect.

         (b)  Except  as set  forth in Part B. of  Schedule  4.19,  neither  the
Company  nor  any of  its  Subsidiaries  has  received  a  written  request  for
information under any Environmental  Laws stating or suggesting that the Company
or any of its  Subsidiaries  has or may have  liability  thereunder  or  written
notice that any such entity has been  identified  as a  potentially  responsible
party under any  Environmental  Laws, or any comparable state law, or any public
health or safety or welfare  law,  nor has any such entity  received any written
notification  that  any  Hazardous  Substance  that it or any of its  respective
predecessors in interest has generated,  stored, treated, handled,  transported,
or disposed of, has been released or is threatened to be released at any site at
which any Person intends to conduct or is conducting a remedial investigation or
other action pursuant to any Environmental Laws.

         (c)  Except  as set  forth  in Part C. of  Schedule  4.19,  each of the
Company and its  Subsidiaries  has obtained all  material  permits,  licenses or
other  authorizations  required for the conduct of their  respective  operations
under all applicable Environmental and Asbestos Laws and each such authorization
is in full force and effect.

         (d) Except as set forth in Part D. of  Schedule  4.19,  each of Company
and its  Subsidiaries  complies  in all  material  respects  with  all  laws and
regulations relating to equal employment  opportunity and employee safety in all
jurisdictions in which it is presently doing business,  and Company will use its
reasonable  best  efforts to comply,  and to cause each of its  Subsidiaries  to
comply,  with all such laws and regulations  which may be legally imposed in the
future in  jurisdictions in which Company or any of its Subsidiaries may then be
doing business.

         SECTION 4.20 Possession of Material Patents,  Trademarks,  Etc. Each of
the Company and its Subsidiaries  possesses all patents,  trademarks,  licenses,
and other  intellectual  property  rights  that are  necessary  in any  material
respect for the  ownership,  maintenance  and  operation of its  properties  and
assets and they are  possessed  free from any  burdensome  restrictions.  To the
Company's  knowledge,  there are no infringements  of such patents,  trademarks,
licenses,  and other  intellectual  property rights that could have a Materially
Adverse Effect on the Company or any of its Subsidiaries.

                                       45

<PAGE>

         SECTION 4.21 Subsidiaries. Schedule 4.21 attached hereto correctly sets
forth the name of each  Subsidiary  of the  Company,  the  jurisdiction  of such
Subsidiary's  incorporation  or organization and the ownership of all issued and
outstanding capital stock of such Subsidiary.  All the outstanding shares of the
capital  stock of each such  Subsidiary  have been validly  issued and are fully
paid and nonassessable and all such outstanding shares,  except as noted on such
Schedule  4.21,  are  owned of  record  and  beneficially  by the  Company  or a
wholly-owned  Subsidiary  of the Company  free of any Lien or claim,  except for
Liens in favor of the Agent.

         SECTION 4.22 Disclosure.  Neither this Agreement, any Loan Document nor
any other  document,  certificate  or statement  furnished to the Lenders or the
Agent by or on behalf of the Company or any  Guarantor  in  connection  herewith
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  contained herein and therein not
misleading, if, in either case, such fact is material to an understanding of the
financial  condition,  business,  prospects or property of the  Company,  or the
ability of the Company to fulfill its  obligations  under any Loan  Documents to
which it is a party.

         SECTION  4.23 Year 2000  Compliance.  The  Company has taken all action
reasonably  determined to be necessary to ensure that the operating  systems for
the Company's and its Subsidiaries' computers and all software applications that
run on such  computers are Year 2000 Compliant or will be Year 2000 Compliant no
later than December 31, 1999,  except where a failure to be Year 2000  Compliant
will not have a Materially  Adverse  Effect.  "Year 2000  Compliant"  means that
neither the  performance  nor  functionality  of the  operating  systems for the
Company's and its Subsidiaries' computers,  embedded microchips and all software
applications  that run on such  computers is affected by dates prior to, during,
spanning or after January 1, 2000, and shall include,  but not be limited to (a)
accurately processing (including, but not limited to calculating,  comparing and
sequencing)  date and time data from,  into, and between the years 1999 and 2000
and leap year  calculations,  (b)  functioning  without error,  interruption  or
decreased  performance  relating  to such  date and time  data,  (c)  accurately
processing  such  date  and  time  data  when  used in  combination  with  other
technology,  if the other technology  properly exchanges date and time data, (d)
accurate date and time data century  recognition,  (e)  accurately  calculating,
using  same-century  and  multi-century  formulas and date and time values,  (f)
reflecting the correct century in date and time data interface  values,  and (g)
processing, storing, receiving and outputting all date and time data in a format
that accurately indicates the century of the date and time data.

         SECTION  4.24  Projections.  In the good  faith  judgment  of the Chief
Financial Officer and Chief Executive Officer of the Company the projections,  a
copy of which are  attached  hereto as Exhibit M,  constitute  the  prospects of
financial  performance  of  the  Company  for  the  periods  indicated  in  such
projections, absent unanticipated changed circumstances or events, many of which
are beyond the Company's control.

                                       46

<PAGE>

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

         So long as any Note shall  remain  unpaid or any Lender  shall have any
Commitment  hereunder,  unless the Required  Lenders shall otherwise  consent in
writing:

         SECTION 5.01 Use of Proceeds.  The proceeds of all  Borrowings  will be
used by the  Company as provided in Section  2.15.  None of the  proceeds of any
Borrowing  shall be used,  directly or indirectly,  to purchase or carry,  or to
reduce or retire or  refinance  any credit  incurred to  purchase or carry,  any
"margin  security" or "margin stock"  (within the meaning of the  regulations of
the Board of Governors  of the Federal  Reserve  System) or to extend  credit to
others for the purpose of purchasing  or carrying any such "margin  security" or
"margin  stock" or for any other purpose that might deem this  transaction  as a
"purpose  credit"  (within  the  meaning  of the  regulations  of the  Board  of
Governors  of the Federal  Reserve  System).  If  requested  by any Lender,  the
Company  will  furnish  to  such  Lender   statements  in  conformity  with  the
requirements of Federal Reserve Form U-1 referred to in Regulation U.

         SECTION 5.02 Reporting Covenants.

         (a) The Company will furnish to the Agent for  distribution  to each of
the Lenders:

              (i) as soon as  available  and in any event no later  than 90 days
         after  the  end  of  each  fiscal  year  of  the  Company,  an  audited
         consolidated  balance sheet of the Company and its  Subsidiaries  as of
         the close of such fiscal  year,  and the related  audited  consolidated
         statements of income and cash flow of the Company and its  Subsidiaries
         for  such  fiscal  year,  all in  reasonable  detail  and  with  (1) an
         unqualified  opinion  of  Margolin,  Winer & Evens  LLP,  or such other
         independent certified public accountant of recognized standing selected
         by the Company and  satisfactory  to the  Required  Lenders,  and (2) a
         certificate  (with  supporting  details and  calculations  of financial
         covenants)  from the Chief  Financial  Officer of the  Company  stating
         whether a Default or Event of Default exists;

             (ii) as soon as available and in any event within 45 days after the
         end of each fiscal  quarter of the  Company,  its  quarterly  unaudited
         financial  statements,  together  with a  certificate  in the  form  of
         Exhibit I hereto (the "Compliance  Certificate") by the Chief Financial
         Officer of the Company (with  supporting  details and  calculations  of
         financial  covenants)  stating that (x) the financials were prepared in
         accordance with GAAP (subject to customary  year-end audit adjustments)
         and that the  covenants  described in Article VII have been met and (y)
         whether a Default or Event of Default exists;

                                       47

<PAGE>

            (iii) as soon as available and in any event within 30 days after the
         end of each month, the monthly  unaudited  financial  statements of the
         Company;

             (iv) as soon as available and in any event within 30 days after the
         end of each month, a completed  Borrowing Base  Certificate in the form
         of Exhibit K hereto (the "Borrowing Base Certificate");

              (v) as soon as  available  and in any event not later than 30 days
         after the end of each fiscal year of the Company, financial projections
         for the following fiscal year, in a form satisfactory to Agent;

             (vi) until the Company is Year 2000 Compliant, within 45 days after
         the end of each fiscal quarter of the Company,  a report evidencing and
         outlining the Company's  progress  toward becoming Year 2000 Complaint;
         and

            (vii) as soon as available and in any event within 45 days after the
         end of each  month,  a completed  Depot by Depot  Report in the form of
         Exhibit L hereto (the "Depot by Depot Report"),  including revenues and
         gross  profits for each  Depot,  calculated  on a trailing  three month
         basis.

         In each case, such financial  statements  shall include balance sheets,
income  statements,  and  statements  of cash flows for the  Company,  provided,
however,  that the monthly financial  statements  provided by the Company to the
Lenders shall not include a statement of cash flows.

         (b) The Company will furnish to each of the  Lenders,  with  reasonable
promptness,  notice  of  certain  other  events,  including  the  occurrence  or
existence  of any  Default  or Event of  Default,  any  citation  for a material
violation of environmental  laws or regulations,  important  matters relating to
funding of employee  benefit plans,  or such other  information as any Lender or
the Agent may reasonably request.

         SECTION 5.03  Maintenance of Properties.  The Company shall,  and shall
cause each of its  Subsidiaries  to,  maintain,  preserve,  protect and keep, or
cause to be maintained,  preserved, protected and kept, its properties and every
part thereof in good repair, working order and condition,  and from time to time
will  make or  cause  to be made  all  needful  and  proper  repairs,  renewals,
replacements,  extensions,  additions, betterments, and improvements thereto, so
that the  business  carried  on in  connection  therewith  may be  properly  and
advantageously  conducted  at all times  other than those  which the  failure to
maintain would in the aggregate,  have no Materially  Adverse Effect;  provided,
however,  that the Company and each Subsidiary shall not be under any obligation
to repair or replace  any such  properties  which have  become  obsolete or have
become unsuitable or inadequate for the purpose for which they are used.

         SECTION 5.04  Maintenance of Insurance.  The Company  shall,  and shall
cause  each  of  its  Subsidiaries  to,  (i)  maintain  liability  and  worker's
compensation  insurance  with  financially  sound  and  reputable  insurers  (or
maintain a legally sufficient,  fully funded,  program


                                       48
<PAGE>

of self insurance against worker's compensation liabilities),  and also maintain
adequate  insurance on its properties  against such hazards and in at least such
amounts as is customary in the  business,  and (ii) name the Agent as loss payee
or additional  insured,  as its interest may appear,  on each of such  insurance
policies.  At the request of any Lender,  the Company will forthwith  deliver an
officer's  certificate  specifying  the  material  details of such  insurance in
effect.

         SECTION 5.05 Maintenance of Books;  Inspection of Property and Records.
The  Company  shall,  and shall cause each of its  Subsidiaries  to, keep proper
books of record and account  containing  complete  and  accurate  entries in all
material respects of all of their respective financial and business transactions
and  prepare  or cause to be  prepared  its  annual  statements  and  reports in
accordance  with  GAAP.  The  Company  shall,   and  shall  cause  each  of  its
Subsidiaries to, permit any person designated by any Lender to visit and inspect
any of its properties, corporate books and financial records, to make copies and
take extracts therefrom, and to discuss its accounts, affairs, and finances with
the  principal  officers of the Company and such  Subsidiary  during  reasonable
business  hours,  all at such  times  as the  Lenders  may  reasonably  request;
provided,  however, that any time following the occurrence and continuance of an
Event of Default,  no prior notice to the Company and such  Subsidiary  shall be
required.  The  Company  shall,  and shall  cause each of its  Subsidiaries  to,
prepare or cause to be prepared its interim statements and reports in accordance
with GAAP,  subject to usual and customary  year end audit and  adjustments  and
footnote disclosures.

         SECTION 5.06 Existence and Status.  The Company shall,  and shall cause
each of its  Subsidiaries  that is a  corporation  to,  maintain  its  corporate
existence,  its material  rights,  franchises  and licenses  (for the  scheduled
duration thereof), its patents, trademarks, trade names, service marks and other
intellectual property rights necessary or desirable in the normal conduct of its
business,  its good standing in its state of incorporation and its qualification
and good  standing  as a  foreign  corporation  in all  jurisdictions  where its
ownership of property or its business  activities cause such qualification to be
required and the failure to do so could have a Materially  Adverse  Effect.  The
Company shall cause each  Subsidiary  that is not a corporation  to maintain its
present form of existence, its material rights, franchises and licenses (for the
scheduled duration thereof), its patents, trademarks,  tradenames, service marks
and other  intellectual  property  rights  necessary  or desirable in the normal
conduct  of  its  business,  its  good  standing  in  the  jurisdiction  of  its
constitution and its  qualification and good standing as a foreign entity in all
jurisdictions  where its ownership of property or its business  activities cause
such  qualification  to be  required  and  the  failure  to do so  could  have a
Materially Adverse Effect.

         SECTION 5.07 Taxes and Claims.  The Company shall, and shall cause each
of its  Subsidiaries  to, pay and  discharge  (i) all Taxes prior to the date on
which  penalties  attach  thereto,  and  (ii)  all  claims  (including,  without
limitation,  claims for labor,  materials,  supplies or services)  (collectively
"Other Claims") which, if unpaid,  might become a Lien upon any of its property;
provided,  however,  that the Company and its Subsidiaries shall not be required
to pay and  discharge  any such Tax or Other  Claim so long as the  legality  or
amount  thereof  shall be promptly  contested  in good faith and by  appropriate
proceedings  which


                                       49
<PAGE>

effectively stay the enforcement of any Lien and the attachment of a penalty and
the  Company  or such  Subsidiary,  as the case  may be,  shall  have set  aside
appropriate reserves therefor in accordance with GAAP.

         SECTION 5.08 Compliance  with Laws,  Etc. The Company shall,  and shall
cause each of its  Subsidiaries  to, comply with all Applicable Law  (including,
without  limitation,  the  Environmental  Laws and  Employee  Benefit  Laws) and
Contractual  Obligations  applicable  to or  binding  on any of them  where  the
failure to comply with such  Applicable Law and  Contractual  Obligations  would
reasonably be expected to have a Materially Adverse Effect.

         SECTION  5.09  ERISA.  The Company  shall,  and shall cause each of its
Subsidiaries to, deliver to each of the Lenders:

         (a) Promptly after the discovery of the occurrence thereof with respect
to any Plan, or any trust  established  thereunder,  notice of (A) a "reportable
event"  described in Section 4043 of ERISA and the regulations  issued from time
to  time  thereunder  (other  than  a  "reportable  event"  not  subject  to the
provisions  for 30-day  notice to the PBGC under such  regulations),  or (B) any
other  event  which could  subject  the  Company or any ERISA  Affiliate  to any
material tax, penalty or liability under Title I or Title IV of ERISA or Chapter
43 of the Code;

         (b) At the same  time and in the same  manner  as such  notice  must be
provided  to the PBGC,  or to a Plan  participant,  beneficiary  or  alternative
payee,  any notice required under Section  101(d),  302(f)(4),  303(e),  307(e),
4041(b)(1)(A)  or  4041(c)(1)(A)  of ERISA or  Section  412(f)  of the Code with
respect to any Plan; and

         (c) Upon the request of any Lender, (A) true and complete copies of any
and all documents,  government  reports and determination or opinion letters (if
any) for any Plan, or (B) a current  statement of withdrawal  liability for each
Multiemployer Plan.

         SECTION 5.10  Litigation.  The Company shall give prompt written notice
to each of the  Lenders  of (a)  any  judgment  entered  by a  court,  tribunal,
administrative  agency or arbitration  panel in which the amount of liability is
$250,000  or more in excess of  insurance  coverage,  or in which the  aggregate
amount of liability is $500,000 or more in excess of insurance coverage, and (b)
any disputes which may exist between the Company or any of its  Subsidiaries and
any  governmental  or  regulatory  body, in which the amount in  controversy  is
$250,000  or more and which may  materially  and  adversely  affect  the  normal
business  operations of the Company or any of its  Subsidiaries  or any of their
respective properties and assets. The Company shall provide each of the Lenders,
on  a  quarterly  basis,  concurrently  with  the  delivery  of  the  Compliance
Certificate  as provided  under  Section  5.02(a)(ii),  a report which shall set
forth  each  action,  proceeding  or claim,  of which the  Company or any of its
Subsidiaries has notice, which is commenced or asserted against the Company, and
in which the amount claimed or the potential liability is $250,000 or more.

                                       50

<PAGE>

         SECTION 5.11 Notice of Events of Default.  The Company shall deliver to
each of the Lenders within five (5) days after any Executive Officer obtains any
knowledge of any condition, event or act which creates or causes a Default or an
Event of Default,  a certificate  signed by an officer of the Company specifying
the nature thereof,  the period of existence thereof and what action the Company
or such Subsidiary proposes to take with respect thereto.

         SECTION  5.12  Stockholder  Reports,  etc.  Contemporaneously  with the
sending  or  filing  thereof,   the  Company  will  provide  to  the  Agent  for
distribution  to each of the Lenders copies of all proxy  statements,  financial
statements, and reports which the Company sends to its stockholders,  and copies
of all regular,  periodic,  and special  reports,  and all statements  which the
Company files with the  Securities and Exchange  Commission or any  governmental
authority  which may be substituted  therefor,  or with any national  securities
exchange.

         SECTION 5.13 Future Guarantors.

         (a) Subject to any prohibitions or limitations as to power or authority
imposed by law  applicable to any such  Subsidiary,  the Company shall cause (1)
each  Person  incorporated  or  otherwise  organized  in the United  States that
hereafter becomes a Subsidiary (an "Additional Guarantor") to become a Guarantor
under the Guaranty  Agreement and to create a security  interest in favor of the
Lenders in all of its assets,  including, to the extent owned by such Guarantor,
100% of the stock of other Subsidiaries,  to the Agent upon the creation of such
Additional  Guarantor by executing and delivering to the Agent the  Supplemental
Documents;  and (2) each Person that owns the stock of the Additional  Guarantor
to pledge and deliver such stock to the Agent, together with a supplement to the
Company Pledge Agreement or Guarantor Pledge Agreement,  as the case may be, and
with stock powers or other appropriate  instruments of transfer executed by such
Person in blank.

         (b) The  Additional  Guarantor  shall also deliver to the Agent and the
Lenders,  simultaneously with the Supplemental Documents, (1) Certified Requests
for  Information  or Copies (Form  UCC-11) or equivalent  reports,  showing that
there are no effective financing  statements which name the Additional Guarantor
as debtor  and (2) an  opinion  rendered  by legal  counsel  to such  Additional
Guarantor  and the  Person  required  to  pledge  the  shares  of  stock  of the
Additional  Guarantor under the Security Documents to the Agent,  addressing the
types of  matters  set forth in  Exhibit G and  Exhibit H hereof  and such other
matters as the Lenders may  reasonably  request,  addressed to the Agent and the
Lenders.

         SECTION 5.14 Ownership of Guarantors.  The Company and its Subsidiaries
that own Guarantors shall maintain their percentage ownership of such Guarantors
existing as of the date hereof and shall not decrease its  ownership  percentage
in each Additional  Guarantor pursuant to Section 5.13 after the date hereof, as
such ownership exists at the time such Additional  Guarantor becomes a Guarantor
hereunder.

                                       51

<PAGE>

         SECTION 5.15 Interest Rate Protection. The Company shall enter into and
maintain  until the  Commitment  Termination  Date an  agreement  providing  for
payments  which are  related  to  fluctuations  of  interest  rates by which the
Company is protected  against changes in the variable rates of interest  payable
on its indebtedness as to a notional amount of approximately fifty percent (50%)
of Senior Funded Debt less the aggregate outstanding amount of Subordinated Debt
with one or more Lenders.

         SECTION 5.16 Cost of Products Sold. The Company shall calculate Cost of
Products Sold in a manner consistent with its calculations  prior to the Closing
Date and shall  include in such  calculation  all of the line items set forth on
Schedule 1.01.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

         So long as any Note shall  remain  unpaid or any Lender  shall have any
Commitment  hereunder,  without  the  written  consent of the  Required  Lenders
(unless otherwise provided herein):

         SECTION 6.01  Limitation on Liens and Security  Interests.  The Company
shall not,  and shall not  permit any of its  Subsidiaries  to,  create,  incur,
assume or suffer to exist,  any Lien or other  encumbrance of any kind on any of
its properties or assets, real or personal,  wherever located,  including assets
hereafter acquired, except

         (a) Liens existing on the date hereof and described on Schedule 6.01;

         (b) Liens in favor of the Agent;

         (c) Liens for Taxes not yet  payable or being  contested  in good faith
and by appropriate proceedings;

         (d) deposits or pledges to secure  payments of workmen's  compensation,
unemployment insurance, old age pension and other social security obligations;

         (e) mechanics', carriers', workmen's, repairmen's, landlord's, or other
Liens arising in the ordinary course of business securing  obligations which are
not overdue for a period  longer than 60 days,  or which are being  contested in
good faith by appropriate proceedings;

         (f) pledges or deposits to secure  performance in connection with bids,
tenders,  contracts  (other than  contracts  for the payment of money) or leases
made  in the  ordinary  course  of the  business  of the  Company  or any of its
Subsidiaries;

                                       52

<PAGE>

         (g) deposits to secure, or in lieu of, surety and appeal bonds to which
the Company or a Subsidiary of the Company is a party;

         (h) deposits in connection with the prosecution or defense of any claim
in any court or before any administrative commission or agency;

         (i) Liens  arising out of judgments or awards with respect to which the
Company  or a  Subsidiary  of the  Company  at the time  shall in good  faith be
diligently  prosecuting an appeal or proceedings  for review and with respect to
which  it  shall  have  secured  a stay of  execution  pending  such  appeal  or
proceedings for review;

         (j)   purchase  money  security  interests,  and  leases in the  nature
thereof,  for equipment and machinery or mortgages for real estate, in each case
purchased  in the  ordinary  course of business and to be used in the conduct of
its business,  provided that any such security interest or mortgage secures only
the repayment of the purchase price of such machinery,  equipment or real estate
and any  such  lease  obligations  do not  exceed  the  purchase  price  of such
machinery, equipment or real estate;

         (k)  Liens on fixtures in connection  with  existing  mortgages on real
property or mortgages permitted hereunder;

         (l)   zoning  restrictions,   easements,  licenses,   reservations  and
restrictions on the use of real property or minor irregularities thereto that do
not materially detract from the use thereof or the assets of the Company; and

         (m)  Liens incurred on pledges or deposits in connection  with workers'
compensation, unemployment insurance, old age or Social Security benefits.

         SECTION 6.02 Indebtedness. Create, incur, assume or suffer to exist, or
permit any of its Subsidiaries to create,  incur, assume or suffer to exist, any
Indebtedness, other than:

              (a) Indebtedness evidenced by this Agreement and by the Notes;

              (b) Indebtedness outstanding on the date hereof which is set forth
         on  Schedule  4.07 hereto and any  refinancings  thereof in a principal
         amount equal to, and on terms and conditions  substantially similar to,
         such   Indebtedness,   as  reasonably   determined  by  the  Agent  and
         Indebtedness  to be issued after the Closing Date pursuant to the Third
         Amendment to Senior Subordinated Debt in aggregate amount not to exceed
         $5,000,000;

              (c) secured  Indebtedness to the extent permitted by clause (j) of
         Section 6.01 above;

                                       53

<PAGE>

              (d)  unsecured   current   liabilities  (not  resulting  from  any
         borrowing)  incurred in the  ordinary  course of  business  for current
         purposes and not  represented by a promissory note or other evidence of
         indebtedness;

              (e) Indebtedness  related to interest rate swaps or hedges,  or to
         hedge the Company's variable interest rate exposure;

              (f)  Indebtedness  incurred  and  consented  to in  writing by the
         Lenders; or

              (g) Indebtedness incurred by the Company to make acquisitions that
         are  permitted by Section  6.08(b),  in the form of notes issued to the
         seller of the stock or assets, which notes shall be subordinated to the
         Obligations on terms and conditions satisfactory to the Lenders.

         SECTION 6.03 Compliance with ERISA.  The Company shall not take or fail
to take, or permit any of its  Subsidiaries or ERISA  Affiliates to take or fail
to take,  any action with respect to a Plan  including,  but not limited to, (i)
establishing any Plan, (ii) amending any Plan, (iii)  terminating or withdrawing
from any Plan, or (iv) incurring an "amount of unfunded benefit liabilities", as
defined in Section 4001(a)(18) of ERISA, or any withdrawal liability under Title
IV of ERISA,  where such  action or  failure  could  have a  Materially  Adverse
Effect,  result  in a  Lien  on  the  property  of  the  Company  or  any of its
Subsidiaries  or require the Company or any of its  Subsidiaries  to provide any
security, except to the extent permitted pursuant to Section 6.01 hereof.

         SECTION 6.04 Sale and  Leaseback.  The Company shall not, and shall not
permit any of its  Subsidiaries  to, enter into any  transaction  with any other
entity whereby such other entity leases assets sold or otherwise  transferred to
it by the Company or such Subsidiary.

         SECTION 6.05 Transactions  with Affiliates.  The Company shall not, and
shall not permit any of its Subsidiaries to:

         (a)  Enter  into  any  material   transaction   or  series  of  related
transactions  which in the  aggregate  would be material,  whether or not in the
ordinary  course of  business,  with any  affiliate of the Company or any of its
Subsidiaries  (but  excluding any  affiliate  which is the Company or any of its
Subsidiaries),  other than on terms and conditions substantially as favorable to
the  Company or such  Subsidiary  as would be  obtained  by the  Company or such
Subsidiary at the time in a comparable  arm's-length  transaction  with a Person
other than an affiliate.

         (b) Convey or transfer to any other  Person  (including  the Company or
any of its Subsidiaries) any real property,  buildings,  or fixtures used in the
manufacturing   or   production   operations  of  the  Company  or  any  of  its
Subsidiaries,  or convey or transfer  to the Company or any of its  Subsidiaries
any other assets  (excluding  conveyances or transfers in the ordinary


                                       54

<PAGE>

course of business) if at the time of such conveyance or transfer any Default or
Event of  Default  exists  or would  exist as a  result  of such  conveyance  or
transfer.

         SECTION 6.06  Guaranties.  The Company  shall not, and shall not permit
any of its Subsidiaries to, create, incur, assume, guarantee, suffer to exist or
otherwise  become  liable on or with  respect to,  directly or  indirectly,  any
guaranties other than:

         (a)  endorsements  of  instruments  for  deposit or  collection  in the
ordinary course of business; or

         (b)  guarantees of  Indebtedness  owed by any  Consolidated  Company to
another Consolidated Company.

         SECTION 6.07  Limitations on Payment  Restrictions.  Except as provided
under the Senior  Subordinated Debt, the Company shall not, and shall not permit
any of its  Subsidiaries  to,  create or  otherwise  cause or suffer to exist or
become  effective,  any consensual  encumbrance or restriction on the ability of
the Company or any of its  Subsidiaries  to (i) pay  dividends or make any other
distributions on stock of the Company or any of its  Subsidiaries,  (ii) pay any
indebtedness owed to the Company or any of its  Subsidiaries,  or (iii) transfer
any of its property or assets to the Company or any of its  Subsidiaries  except
any consensual encumbrance or restriction existing under the Loan Documents.

         SECTION 6.08 Merger; Joint Ventures; Sale of Assets; Acquisitions.  The
Company shall not, and shall not permit any of its Subsidiaries to:

         (a) merge or  consolidate  with any other entity,  except the foregoing
restrictions shall not be applicable to:

              (i) mergers or consolidations of (x) any Subsidiary with any other
         Subsidiary which is a Guarantor or (y) any Subsidiary with the Company;
         or

             (ii)  mergers  or  consolidations  in which any  Person  engaged in
         business  in which the  Company is engaged  as of the  Closing  Date or
         substantially  related thereto merges or consolidates  with the Company
         or any of its  Subsidiaries  where  the  surviving  corporation  is the
         Company or such Subsidiary;

         (b)  purchase,  lease or  otherwise  acquire  for cash,  stock or other
consideration,  the stock of any Person or all or any substantial portion of the
assets of any Person,  provided,  that the Company may acquire stock or all or a
substantial portion of the assets of a Person if the purchase price for all such
acquisitions,  whether in cash,  stock or other  consideration,  does not exceed
$1,000,000 in the aggregate; or

         (c) enter into a  partnership  or joint  venture with any other entity;
provided, however, that so long as no Event of Default has occurred, the Company
or any of its


                                       55
<PAGE>

Subsidiaries  may request that the Required Lenders consent to its entering into
a partnership or joint venture for the purposes of carrying on its business; or

         (d) sell, lease,  transfer or otherwise  dispose of any assets,  except
that this Section 6.08 shall not prohibit any disposition of (i) any asset if on
the date such asset is sold, the Asset Value of all asset sales  occurring after
the Closing  Date,  taking into  account the Asset Value of the  proposed  asset
sale,  would  not  exceed  on an  aggregate  basis  five  percent  (5%)  of  the
Consolidated  Net Worth of the Company and its  Subsidiaries on the Closing Date
and such  sale is in the  ordinary  course of  business,  (ii) any  obsolete  or
retired  property  not used or useful in its  business  (such  assets to include
high-pressure tanks, motorized vehicles, including cars and trucks, and lines of
business  other than carbon  dioxide that may be obtained by the Company as part
of the group of assets of any  corporation or other business  entity the Company
may  acquire) or (iii)  certain  other sales to be agreed upon in writing by the
Company and the Required Lenders.

         SECTION 6.09 Dividends; Loans, Advances.

         (a) In any fiscal year of the  Company,  the  Company  shall not pay or
declare any cash dividends on any of its capital stock.

         (b) The Company shall not, and shall not permit any of its Subsidiaries
to,  make,  permit  or hold  any  loans  or  advances  (not  including  accounts
receivable) to any Person, other than:

              (i) Investments in Subsidiaries existing on the Closing Date;

             (ii) direct obligations of the United States or any agency thereof,
         or obligations  guaranteed by the United States or any agency  thereof,
         in each  case  supported  by the full  faith and  credit of the  United
         States and maturing within one year from the date of creation thereof;

            (iii)  commercial  paper  maturing  within one year from the date of
         creation thereof rated in the highest grade by a nationally  recognized
         credit rating agency;

             (iv)  time  deposits  maturing  within  one  year  from the date of
         creation thereof with, including  certificates of deposit issued by any
         Lender and any office located in the United States of any bank or trust
         company  which is organized  under the laws of the United States or any
         state thereof and has total assets  aggregating at least  $500,000,000,
         including without  limitation,  any such deposits in Eurodollars issued
         by a foreign branch of any such bank or trust company;

              (v) Investments made by Plans;

             (vi) advances made by the Company or any of its Subsidiaries to its
                                       56

<PAGE>

         employees during the ordinary course of business, and loans made by the
         Company to its employees to allow such  employees to purchase  stock of
         the  Company  (such  loans to be  evidenced  by a  promissory  note and
         pledged to the Agent pursuant to the terms of the Security  Documents);
         provided that the aggregate  total of such advances made by the Company
         to its employees under this Subsection  shall not exceed  $1,000,000 at
         any time; and

            (vii) deposits made by the Company in connection  with  acquisitions
         of other business entities.

         SECTION 6.10 Nature of Business.  The Company  shall not, and shall not
permit any of its  Subsidiaries  to, engage in any business or businesses  other
than those  engaged in by the  Company or such  Subsidiary  on the date  hereof;
provided,  however,  that nothing herein  contained shall prevent the Company or
any of its  Subsidiaries  (i) from  expanding  the  location of its  business or
businesses in the United  States,  (ii) from ceasing or omitting to exercise any
rights, licenses,  permits, or franchises which in good faith in the judgment of
the Company or such Subsidiary can no longer be profitably  exercised,  or (iii)
from engaging in a business or businesses that are ancillary to those engaged in
by the Company or such Subsidiary on the date hereof.

         SECTION 6.11 Sale of Subsidiaries. The Company shall not, and shall not
permit any of its  Subsidiaries  to, sell or otherwise  dispose of any shares of
capital stock of or other  ownership  interest in any  Subsidiary of the Company
(except in connection with any acquisition, merger or consolidation permitted by
Section  6.08),  or permit any Subsidiary of the Company to issue any additional
shares of its capital  stock or other  incidents of  ownership,  except on a pro
rata basis to all its  stockholders,  partners or owners, as the case may be and
provided that any such additional  shares of capital stock or other incidents of
ownership  issued to the Company,  any  Guarantor or  Additional  Guarantor  are
pledged to the Agent.

         SECTION 6.12  Negative  Pledges.  The Company  shall not, and shall not
permit any of its Subsidiaries to, agree or covenant with any Person to restrict
in any way its ability to grant any Lien on its assets in favor of the  Lenders,
except that this Section 6.12 shall not apply to (i) any covenants  contained in
this  Agreement  or the  Security  Documents,  (ii) the  covenants  contained in
Section  8.02 of the Senior  Subordinated  Note  Purchase  Agreement,  and (iii)
covenants  and  agreements  made in connection  with Liens  described in Section
6.01(j) but only if such  covenant or agreement  applies  solely to the specific
machinery, equipment or real estate to which such Lien relates.

         SECTION 6.13 Creation of  Subsidiaries.  Neither the Company nor any of
its  Subsidiaries  shall  create or acquire  any other  Subsidiary  or any other
affiliate after the Closing Date.

         SECTION 6.14 Prepayments Under and Amendment of Other  Agreements.  The
Company  shall not,  and shall not permit any of its  Subsidiaries  to, make any
prepayments

                                       57
<PAGE>

under any  Subordinated  Debt  document or amend or waive any material  terms or
conditions under any Subordinated Debt document,  or repurchase any notes issued
in  connection  with any  Subordinated  Debt without the written  consent of the
Required  Lenders,  provided that no such consent shall be required with respect
to the  cancellation  or  reduction  by the  Company  of any  Commitment  of the
investors party to the Senior  Subordinated Note Purchase  Agreement to purchase
additional Senior Subordinated Debt in excess of the $10,000,000 pursuant to the
Third Amendment to Senior Subordinated Debt, after the date hereof.

         SECTION 6.15 Capital Expenditures. The Company shall not, and shall not
permit any of its Subsidiaries to, make Capital  Expenditures  during any period
in excess of the amount listed for such period on Annex B attached hereto.


                                  ARTICLE VII

                               FINANCIAL COVENANTS

         So long as any Note shall  remain  unpaid or any Lender  shall have any
Commitment hereunder, without the consent of the Required Lenders:

         SECTION 7.01 Senior Debt Coverage  Ratio.  The Company shall not permit
the Senior Debt Coverage  Ratio as of the last day of each fiscal  quarter to be
greater  than (i) 3.65 to 1.00 for the  period  beginning  on the  Closing  Date
through and including June 30, 1999; (ii) 3.35 to 1.00 for the period  beginning
July 1, 1999 through and including  September  30, 1999;  (iii) 3.00 to 1.00 for
the period beginning  October 1, 1999 through and including March 31, 2000; (iv)
2.75 to 1.00 for the period  beginning  April 1, 2000 through and including June
30, 2000; and (v) 2.50 to 1.00 thereafter.

         SECTION 7.02 Interest  Coverage Ratio. The Company shall not permit the
Interest  Coverage Ratio as of the last day of any fiscal quarter of the Company
to be less than (i) 1.30 to 1.00 for the period  beginning  on the Closing  Date
through and including June 30, 1999; (ii) 1.50 to 1.00 for the period  beginning
July 1, 1999 through and including  September 30, 1999;  (iii) 1.75 to 1.00, for
the period  beginning  October 1, 1999 through and including  December 31, 1999;
(iv) 2.25 to 1.00 for the period beginning January 1, 2000 through and including
March 31, 2000; (v) 2.50 to 1.00 for the period  beginning April 1, 2000 through
and including June 30, 2000; and (vi) 2.75 to 1.00 thereafter.

         SECTION 7.03 Senior Debt Leverage  Ratio.  The Company shall not permit
the Senior Debt  Leverage  Ratio as of the last day of any fiscal  quarter to be
greater than 0.50 to 1.00.

         SECTION 7.04 Minimum Net Worth. The Company shall at all times maintain
its Net Worth greater than the Minimum Net Worth, equal to (i) $45,000,000, plus
(ii) fifty  percent  (50%) of the  cumulative  Consolidated  Net Income for each
fiscal  quarter  beginning  after the fiscal  quarter


                                       58

<PAGE>

ending on March 31, 1999  (specifically  not including any Consolidated Net Loss
for any fiscal  quarter),  plus (iii) the  cumulative net proceeds of all equity
offerings made by the Company after the Closing Date.


                                  ARTICLE VIII

                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 8.01 Events of Default.  Any one or more of the following shall
constitute an Event of Default hereunder:

         (a) The Company shall fail to pay any  principal  amount owing when due
pursuant to this Agreement or the Notes; or

         (b) The  Company  shall fail to pay any  interest,  fees,  or any other
amounts owing  pursuant to this Agreement or the Notes within three (3) Business
Days of the due date thereof; or

         (c) The  Company  shall  fail to perform or  observe  any  covenant  or
agreement contained in Section 5.02 , Section 5.04 or Section 6.03, if remaining
unremedied for a period of ten (10) days after (x) an Executive  Officer becomes
aware of such failure or (y) the Agent or any Lender gives notice to the Company
as provided under Section 10.03; or

         (d) The  Company  shall  fail to perform or  observe  any  covenant  or
agreement  contained in Section  5.11,  Article VI (other than Section 6.03) and
Article VII; or

         (e) The Company shall fail to perform or observe any other  covenant or
agreement set forth in this  Agreement,  other than those referred to in clauses
(a),  (b),  (c) and (d) above,  and (to the extent such failure can be remedied)
such failure of performance  shall not be remedied within thirty (30) days after
the earlier of the date on which (1) the Company obtains  knowledge  thereof and
(2) written notice thereof has been given by the Agent to the Company; or

         (f) Any  representation,  warranty or statement made by or on behalf of
the Company or any Guarantor to the Agent or any Lender in this  Agreement,  the
Company Security Agreement,  the Company Pledge Agreement, the Company Trademark
Security  Agreement,  the Guarantor  Security  Agreement,  the Guarantor  Pledge
Agreement,  the Guarantor  Trademark  Security  Agreement,  the Mortgage and the
Assignment of Leases shall be in any respect  incorrect,  false or misleading as
of the  time  at  which  such  representation  or  warranty  was  given,  or any
representation, warranty or statement made by or on behalf of the Company or any
Guarantor  to the  Agent or any  Lender in any other  Loan  Documents  or in any
financial statement,  report or certificate furnished pursuant to this Agreement
shall be in any material


                                       59

<PAGE>

respect   incorrect,   false  or  misleading  as  of  the  time  at  which  such
representation, warranty or statement was made; or

         (g) The Company or any of its Subsidiaries fails to make any payment as
and when such payment is due upon any  Indebtedness  having an aggregate  unpaid
principal  balance  in excess of  $250,000,  other  than  Indebtedness  owing or
arising pursuant to this Agreement and the Notes, or any other default, event or
condition  shall  have  occurred  or  exist  with  respect  to  any  such  other
Indebtedness,  or under any  agreement  or  instrument  evidencing,  securing or
related  to such  other  Indebtedness,  the  effect of which is to cause,  or to
permit the holder or owner of such  Indebtedness to cause,  such Indebtedness or
any portion thereof, to become due prior to its stated maturity date or prior to
its regularly scheduled dates of payment; or

         (h) The Company or any of its  Subsidiaries  defaults in the observance
or performance of any Material Contract; or

         (i) The Company or any of its Subsidiaries  makes an assignment for the
benefit of its creditors or files a voluntary  petition seeking relief under any
provision  of  any  bankruptcy,   reorganization,   arrangement,  insolvency  or
readjustment  of  debt,  dissolution  or  liquidation  law of any  jurisdiction,
whether now or hereafter in effect; or

         (j)  Any  involuntary  petition is filed  against the Company or any of
its Subsidiaries under any bankruptcy, reorganization,  arrangement, insolvency,
readjustment  of  debt,  dissolution  or  liquidation  law of any  jurisdiction,
whether now or hereafter in effect,  and such petition shall remain  undismissed
for a period of sixty (60) days or the Company approves,  consents or acquiesces
thereto; or

         (k)  The Company  incurs any  liability or is exposed to any  potential
liability  under any  employee  benefit plan that has or would have a Materially
Adverse Effect; or

         (l)  Final judgment for the payment of money in excess of $250,000 (not
fully  covered by  insurance) or otherwise  having a Materially  Adverse  Effect
shall have been rendered  against the Company or any of its Subsidiaries and the
same  shall  have  remained  unpaid,  unstayed  on  appeal,   undischarged,   or
undismissed  for a period of sixty (60) days,  or such  longer  period as may be
permitted by Applicable Law, during which execution may not be made, provided no
judgment  Lien has  attached or continues to attach to the assets of the Company
or such Subsidiary during such longer period; or

         (m)  Any Change in Control occurs; or

         (n)  Edward M. Sellian shall cease to function as the  Company's  chief
executive  officer or  chairman  of the board or shall  cease to devote his full
time and attention thereto (other than due to his death or disability); or

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<PAGE>

         (o)  Any change occurs which has had or could reasonably be expected to
have a Materially Adverse Effect.

         SECTION 8.02 Remedies on Default.

         (a) Upon (i) the occurrence and during the  continuation of an Event of
Default (other than an Event of Default described in Section 8.01(i) or (j)) and
(ii) the receipt of written instructions by the Agent from any Lender, the Agent
shall (x) terminate all  obligations  of the Lenders to the Company,  including,
without  limitation,  the Commitments and all obligations to make Advances under
this  Agreement,  and (y)  declare  the Notes,  including,  without  limitation,
principal,  accrued  interest  and  costs  of  collection  (including,   without
limitation, reasonable attorneys' fees if collected by or through an attorney at
law or in bankruptcy,  receivership or other judicial proceedings) and all other
Obligations immediately due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are expressly waived.

         (b) Upon the occurrence of an Event of Default under Section 8.01(i) or
(j)  all  obligations  of  the  Lenders  to  the  Company,  including,   without
limitation,  the  Commitments,  shall  terminate  automatically  and the  Notes,
including,  without  limitation,   principal,  accrued  interest  and  costs  of
collection  (including,  without  limitation,   reasonable  attorneys'  fees  if
collected  by or through an attorney at law or in  bankruptcy,  receivership  or
other judicial  proceedings) and all other  Obligations shall be immediately due
and payable,  without presentment,  demand,  protest, or any other notice of any
kind, all of which are expressly waived.

         (c) Upon the occurrence of an Event of Default and  acceleration of the
Notes as provided in (a) or (b) above, each of the Lenders and the Agent, or any
of them, may pursue any remedy  available under this Agreement,  the Notes,  the
Security Documents or any other Loan Document, or available at law or in equity,
all of which shall be  cumulative.  The order and manner in which the rights and
remedies of the Lenders under the Loan  Documents and otherwise may be exercised
shall be determined by the Required Lenders.

         (d)  Regardless  of how each  Lender  may  treat the  payments  for the
purpose of its own  accounting,  for the  purpose  of  computing  the  Company's
obligations  hereunder and under the Notes,  no application of the payments will
cure any Event of Default or prevent acceleration, or continued acceleration, of
amounts  payable under the Loan Documents or prevent the exercise,  or continued
exercise,  of rights or remedies of the Lenders  hereunder  or under  applicable
law.


                                   ARTICLE IX

                                    THE AGENT

         SECTION  9.01  Appointment  and   Authorization.   Each  Lender  hereby
designates  SunTrust as Agent to act as herein  specified.  Each  Lender  hereby
irrevocably


                                       61
<PAGE>

authorizes,  and each holder of any  Revolving  Note or by the  acceptance  of a
Revolving Note shall be deemed irrevocably to authorize,  the Agent to take such
action on its behalf under the  provisions  of this  Agreement and the Revolving
Notes  and any other  instruments  and  agreements  referred  to  herein  and to
exercise such powers and to perform such duties  hereunder and thereunder as are
specifically  delegated  to or  required  of the Agent by the terms  hereof  and
thereof and such other powers as are reasonably  incidental  thereto.  The Agent
may perform any of its duties hereunder by or through its agents or employees.

         SECTION  9.02  Nature of Duties of the Agent.  The Agent  shall have no
duties or responsibilities to the other Lenders except those expressly set forth
in  this  Agreement.  Neither  the  Agent  nor any of its  officers,  directors,
employees  or agents  shall be liable for any  action  taken or omitted by it as
such  hereunder or in connection  herewith,  unless caused by its or their gross
negligence  or willful  misconduct.  The Agent  shall not have by reason of this
Agreement a fiduciary relationship in respect of any Lender; and nothing in this
Agreement,  expressed or implied,  is intended to or shall be so construed as to
impose upon the Agent any  obligations  in respect of this  Agreement  except as
expressly set forth  herein.  The Agent agrees to give each Lender prompt notice
of the Agent's receipt from the Company of any notice under this Agreement.

         SECTION 9.03  Lack of Reliance on the Agent.

         (a) Each Lender agrees that,  independently  and without  reliance upon
the Agent, any other Lender, or the directors,  officers, agents or employees of
the  Agent  or of any  other  Lender,  each  Lender,  to  the  extent  it  deems
appropriate,  has  made  and  shall  continue  to make  (i) its own  independent
investigation  of the  financial  condition  and  affairs of the Company and its
Subsidiaries  in  connection  with the  taking or not  taking  of any  action in
connection  with this  Agreement  and the other Loan  Documents,  including  the
decision  to enter  into  this  Agreement,  and (ii)  its own  appraisal  of the
creditworthiness  of the Company and its  Subsidiaries  and, except as expressly
provided  in this  Agreement,  the Agent  shall have no duty or  responsibility,
either initially or on a continuing basis, to provide any Lender with any credit
or other  information with respect  thereto,  whether coming into its possession
before the making of any Advance or at any time or times thereafter.

         (b) The Agent shall not be  responsible to any Lender for any recitals,
statements,  information,   representations  or  warranties  herein  or  in  any
document,  certificate or other writing delivered in connection  herewith or for
the   execution,    effectiveness,    genuineness,   validity,   enforceability,
collectibility,  priority or  sufficiency  of this  Agreement  or any other Loan
Documents or the financial  condition of the Company or its  Subsidiaries  or be
required to make any inquiry  concerning either the performance or observance of
any of the terms,  provisions or conditions of this  Agreement or any other Loan
Documents, or the financial condition of the Company or its Subsidiaries, or the
existence or possible existence of any Default or Event of Default.

                                       62

<PAGE>

         SECTION 9.04  Certain Rights of the Agent.

         (a) If the Agent shall request  instructions  from the Required Lenders
with respect to any act or action  (including  the failure to act) in connection
with this Agreement or any other Loan Documents,  the Agent shall be entitled to
refrain  from such act or taking  such  action  unless and until the Agent shall
have  received  instructions  from the Required  Lenders and the Agent shall not
incur liability to any Person by reason of so refraining.  Without  limiting the
foregoing, no Lender shall have any right of action whatsoever against the Agent
as a  result  of the  Agent  acting  or  refraining  from  acting  hereunder  in
accordance with the  instructions of the Required  Lenders;  provided,  however,
that the Agent shall not be required  to act or not act in  accordance  with any
instructions  of the  Required  Lenders  if to do so would  expose  the Agent to
personal  liability or would be contrary to any Loan  Document or to  Applicable
Law.

         (b) The Agent may assume that no Event of Default has  occurred  and is
continuing,  unless the Agent has received  notice from the Company  stating the
nature of the Event of Default, or has received notice from a Lender stating the
nature  of the Event of  Default  and that such  Lender  considers  the Event of
Default to have occurred and to be continuing.

         (c) If the Agent has notice,  or has received notice,  that an Event of
Default has occurred and is  continuing,  the Agent shall give notice thereof to
the  Lenders  and shall  act or not act upon the  instructions  of the  Required
Lenders,  provided  that the Agent shall not be required to act or not act if to
do so would  expose the Agent to personal  liability or would be contrary to any
Loan Document or to Applicable Law, and provided  further,  that if the Required
Lenders  fail,  for five days  after the  receipt of notice  from the Agent,  to
instruct the Agent, then the Agent, in its discretion,  may act or not act as it
deems  advisable for the protection of the interests of the Lenders and shall be
fully protected in so acting.

         SECTION 9.05  Liability of the Agent.  Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
not taken by them under or in  connection  with the Loan  Documents,  except for
their own gross  negligence  or willful  misconduct.  Without  limitation on the
foregoing, the Agent and its directors, officers, agents, and employees:

         (a) may treat the payee of any  Revolving  Note as the  holder  thereof
until the Agent receives  notice of the  assignment or transfer  thereof in form
satisfactory to the Agent, signed by the payee, and may treat each Lender as the
owner of that Lender's  interest in the  obligations  due to such Lender for all
purposes of this Agreement and the other Loan Documents until the Agent receives
notice of the assignment or transfer thereof, in form satisfactory to the Agent,
signed by such Lender;

         (b) may consult with outside legal counsel (including King & Spalding),
in-house legal counsel, independent public accountants, in-house accountants and
other  professionals,  or other experts  selected by it with reasonable care, or
with legal counsel,  independent  public  accountants,  or other experts for the
Company, and shall not be liable for any


                                       63

<PAGE>

action  taken or not taken by it or them in good  faith in  accordance  with the
advice of such legal counsel, independent public accountants, or experts;

         (c) will not be responsible to any Lender for any statement,  warranty,
or  representation  made  in  any  of  the  Loan  Documents  or in  any  notice,
certificate, report, request, or other statement (written or oral) in connection
with any of the Loan Documents;

         (d) except to the  extent  expressly  set forth in the Loan  Documents,
will have no duty to ascertain or inquire as to the performance or observance by
the Company or any of its  Subsidiaries or any other Person of any of the terms,
conditions,  or  covenants  of any of  the  Loan  Documents  or to  inspect  the
property,  books, or records of the Company or any of its  Subsidiaries or other
Person;

         (e)  will  not be  responsible  to any  Lender  for the due  execution,
legality, validity, enforceability,  genuineness, effectiveness, sufficiency, or
value of any Loan Document,  any other instrument or writing furnished  pursuant
thereto or in connection therewith;

         (f) will not incur any  liability  by acting or not acting in  reliance
upon any Loan  Document,  notice,  consent,  certificate,  document,  statement,
telex,  telecopier message or other instrument or writing believed by it or them
to be genuine and to have been signed, sent or made by the proper Person; and

         (g)  will  not  incur  any  liability  for any  arithmetical  error  in
computing  any  amount  payable  to or  receivable  from any  Lender  hereunder,
including,  without  limitation,  payment  of  principal  and  interest  on  the
Revolving  Notes,  Advances  and other  amounts;  provided  that  promptly  upon
discovery  of such an error in  computation,  the Agent,  the Lender and (to the
extent  applicable) the Company shall make such  adjustments as are necessary to
correct  such error and to restore the parties to the  position  that they would
have occupied had the error not occurred.

         SECTION 9.06  Indemnification. Each Lender shall, ratably in accordance
with the respective outstanding principal amount of its Advances,  indemnify and
hold the  Agent and its  directors,  officers,  agents  and  employees  harmless
against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements  of any kind or
nature  whatsoever   (including,   without   limitation,   attorneys'  fees  and
disbursements)  that may be imposed on,  incurred by, or asserted  against it or
them in any way  relating  to or arising out of the Loan  Documents  (other than
losses  incurred by reason of the failure by the Company to pay the  obligations
due to the Lenders  hereunder or under the Revolving  Notes) or any action taken
or not  taken by it as Agent  thereunder,  except  for the gross  negligence  or
willful  misconduct  of the Agent.  Without  limitation of the  foregoing,  each
Lender shall reimburse the Agent upon demand for that Lender's  ratable share of
any cost or expense  incurred by the Agent in connection  with the  negotiation,
preparation,    execution,   delivery,   administration,    amendment,   waiver,
refinancing, restructuring, reorganization (including a


                                       64
<PAGE>

bankruptcy  reorganization) or enforcement of the Loan Documents,  to the extent
that the Company is required to pay that cost or expense but fails to do so upon
demand.

         SECTION 9.07  Agent and Affiliates. SunTrust (and each successor Agent)
has the same rights and powers under the Loan  Documents as any other Lender and
may  exercise  the same as  though  it were  not the  Agent;  and the term  "the
Lenders" or "Lender" includes SunTrust in its individual capacity. SunTrust (and
each successor  Agent) and its Affiliates may accept  deposits from,  lend money
to, and generally  engage in any kind of banking,  trust or other  business with
the Company and any  Affiliate of the  Company,  as if it were not the Agent and
without  any  duty to  account  therefor  to the  Lenders.  SunTrust  (and  each
successor Agent) need not account to any other Lender for any monies received by
it for reimbursement of its costs, expenses and fees as the Agent hereunder,  or
for any monies received by it in its capacity as a Lender  hereunder,  except as
otherwise  provided  herein.  This Agreement shall not be deemed to constitute a
joint venture or partnership among the Lenders.

         SECTION 9.08  Successor Agent. The Agent may resign as such at any time
by  written  notice to the  Company  and the  Lenders,  to be  effective  upon a
successor's  acceptance of  appointment  as Agent.  In such event,  the Required
Lenders  shall  appoint a  successor  Agent or Agents who must be from among the
Lenders;  provided that the Agent shall be entitled to appoint a successor Agent
from among the Lenders,  subject to acceptance of  appointment by that successor
Agent if the Required Lenders have not appointed a successor Agent within thirty
(30)  calendar days after the date the Agent gave notice of  resignation  or was
removed;  and provided further that if no such successor Agent is appointed from
among the Lenders, an Agent who is not a Lender may be appointed, which shall be
a bank  organized  under the laws of the  United  States of America or any State
thereof, or any affiliate of such bank, having a combined capital and surplus of
at least $500,000,000. Upon a successor's acceptance of appointment as Agent the
successor  will  thereupon  succeed to and become  vested  with all the  rights,
powers,  privileges,  and duties of the Agent under the Loan Documents,  and the
resigning  Agent will  thereupon be discharged  from its duties and  obligations
thereafter arising under the Loan Documents.


                                   ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.01  Survival.  All  covenants,  agreements,  warranties  and
representations made herein, in the other Loan Documents, or in any certificates
or other  documents  delivered in connection with this Agreement by or on behalf
of the Company or any Guarantor  shall survive the advances of money made by the
Lenders to the Company  hereunder  and the  delivery of this  Agreement  and the
other  Loan  Documents,  and all  such  covenants,  agreements,  warranties  and
representations  shall be binding  upon and inure to the benefit of the Company,
the Guarantors,  the Lenders,  the Agent,  and their  respective  successors and
assigns,



                                       65
<PAGE>

whether or not so expressed,  provided, however, that the Company may not assign
or transfer any of its rights  under this  Agreement  without the prior  written
consent of each of the Lenders.

         SECTION  10.02  Amendments;   Consents.  No  amendment,   modification,
supplement,  termination,  or waiver of any  provision of this  Agreement or any
other Loan  Document,  and no  consent  to any  departure  by the  Company,  any
Guarantor  or any  Subsidiary  of the  Company  therefrom,  may in any  event be
effective unless in writing signed by the Required Lenders, and then only in the
specific instance and for the specific purpose given;  provided,  however,  that
without the  approval in writing of all  Lenders,  no  amendment,  modification,
supplement, termination, waiver, or consent may be effective:

         (a) to amend or modify the principal  of, the rate of interest  payable
on, or any fees with  respect to, any Lender's  Note,  the Fees or the amount of
any Lender's Commitment;

         (b) to postpone any date fixed for any payment of principal  of, or any
installment  of interest  on, any Lender's  Notes or the Fees,  or to extend the
term "Commitments" of any Lender's Commitment;

         (c) to amend or modify the  definitions of "Borrowing  Base",  "Cost of
Products  Sold",  "EBITDA  Multiple",  "Gross  Margin",  "Gross Margin  Factor",
"Revolving Loan Commitment" or "Required  Lenders",  to amend or modify Schedule
1.01, or the provisions of Section 10.07 or of this Section 10.02;

         (d) to  release  any of the  Collateral  pledged  to the  Agent for the
benefit of,  inter  alia,  the Agent or the  Lenders  pursuant  to the  Security
Documents to secure the  Obligations,  if any Obligations are outstanding or any
Commitment has not been terminated;

         (e) to consent to the existence of any other lien, security interest or
encumbrance on the Collateral except as otherwise permitted herein;

         (f) to subordinate  any of the  Obligations  or the  Commitments to any
other indebtedness of the Company or any of its Subsidiaries; and

         (g) to  release  any  Guarantor  or to consent  to the  termination  or
modification of any Guaranty Agreement.

Any amendment, modification, supplement, termination, waiver or consent effected
in  accordance  with this  Section  10.02 shall  apply  equally to, and shall be
binding upon, all Lenders and the Agent.

         SECTION  10.03  Notices.  All  notices,  consents,  demands  and  other
communications  provided for hereunder,  unless otherwise provided,  shall be in
writing and mailed,  sent by facsimile  transmission or delivered to the parties
hereto  addressed as follows or

                                       66

<PAGE>

at such other address as shall be designated by any party in a written notice to
the other party hereto:

                        If to the Company:

                        NuCo2 Inc.
                        2800 SE Market Place
                        Stuart, Florida 34997
                        Attn: Ms. Joann Sabatino
                        Chief Financial Officer
                        Telecopier No.: (561) 221-1690
                        Confirmation No.: (561) 221-1754

                        with a copy to:

                        Olshan Grundman Frome Rosenzweig & Wolosky LLP
                        505 Park Avenue
                        New York, New York  10022
                        Attn: Steven Wolosky, Esq.
                        Telecopier No.: (212) 755-1467
                        Confirmation No.: (212) 753-7200

                        If to the Agent:

                        SunTrust Bank, South Florida, National Association
                        501 E. Las Olas Blvd.
                        Ft. Lauderdale, Florida  33301
                        Attn:  Corporate Banking Department
                        Telecopier No.: (954) 765-7301
                        Confirmation No.: (954) 765-7152

                        with a copy to:

                        King & Spalding
                        191 Peachtree St.
                        Atlanta, Georgia 30303
                        Attn:  G. Lemuel Hewes, Esq.
                        Telecopier No.:   404-572-5149
                        Confirmation No.: 404-572-4862

                                       67
<PAGE>
         If to a Lender:

         The address, telecopier and confirmation numbers set forth opposite its
         name on the signature pages hereof.

         All  notices  that  are  sent by  facsimile  transmission  or are  hand
delivered  shall be deemed to be delivered  upon receipt.  All notices which are
mailed shall be mailed first class  certified  mail--return  receipt  requested,
postage prepaid, and shall be deemed delivered upon actual receipt or three days
after being deposited in the mail, whichever shall occur first.

         The parties  hereto agree that their  signatures by facsimile  shall be
effective and binding upon them as though executed in ink on paper, and that the
parties  shall  exchange  original ink  signatures  promptly  following any such
delivery by facsimile.

         SECTION 10.04  Severability;  Time of Essence.  Every provision of this
Agreement and the other Loan Documents are intended to be severable. If any term
or provision  of this  Agreement or the Loan  Documents,  or any other  document
delivered in connection  herewith  shall be  unenforceable  in any respect,  the
enforceability of the remaining  provisions shall not thereby be affected.  Time
is of the essence of this Agreement and the other Loan Documents.

         SECTION 10.05 Governing Law; Submission to Jurisdiction.

         (a) THIS  AGREEMENT,  THE OTHER LOAN DOCUMENTS AND ALL OTHER  DOCUMENTS
CONTEMPLATED HEREBY, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
UNDER THE OTHER LOAN  DOCUMENTS  SHALL BE CONSTRUED  AND ENFORCED IN  ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF FLORIDA  (WITHOUT  GIVING EFFECT TO
THE CONFLICT OF LAW PRINCIPLES THEREOF).

         (b) ANY LEGAL ACTION OR  PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR
ANY OTHER LOAN  DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF FLORIDA OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF FLORIDA, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT
OF  ITS  PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  THE  JURISDICTION  OF  THE
AFORESAID COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND
THE  COMPANY  HEREBY  IRREVOCABLY  WAIVES  ANY  OBJECTION,   INCLUDING,  WITHOUT
LIMITATION,  ANY  OBJECTION  TO THE  LAYING OF VENUE OR BASED ON THE  GROUNDS OF
FORUM NON CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

                                       68

<PAGE>

         (c) Nothing  herein shall affect the right of the Lenders and the Agent
to serve  process in any other  manner  permitted  by law or to  commence  legal
proceedings or otherwise proceed against the Company in any other jurisdiction.

         SECTION  10.06 Payment of Costs.  The Company shall pay all  reasonable
costs,  expenses,  taxes and fees incurred by the Agent in  connection  with the
negotiation,  preparation,  execution and delivery of this  Agreement,  the term
sheet  and the  Commitment  Letter  relating  to this  Agreement,  the  Security
Documents and all other Loan Documents,  including,  without limitation,  all of
the  reasonable  professional  fees and  expenses  of King &  Spalding,  special
counsel to the Agent, as set forth in the Commitment Letter.

         SECTION 10.07 Indemnity.  The Company agrees to protect,  indemnify and
save harmless the Agent and each Lender, and all directors,  officers, employees
and  agents of the  Agent  and each  Lender,  from and  against  any and all (i)
claims,  demands  and causes of action of any nature  whatsoever  brought by any
person or entity not a party to this  Agreement  and arising  from or related or
incident to this Agreement or any other Loan  Document,  (ii) costs and expenses
incident to the defense of such claims, demands and causes of action, including,
without   limitation,   reasonable   attorneys'  fees,  and  (iii)  liabilities,
judgments,  settlements,  penalties  and  assessments  arising from such claims,
demands and causes of action,  provided such claims,  costs and  liabilities are
not the result of the gross  negligence  or willful  misconduct of such Agent or
such  Lender.  The  indemnity  contained  in  this  Section  shall  survive  the
termination of this Agreement.

         SECTION 10.08 Benefit of the Agreement.

         (a) This  Agreement  shall be binding  upon and inure to the benefit of
and be  enforceable  by the  respective  successors  and  assigns of the parties
hereto, provided that the Company may not assign or transfer any of its interest
hereunder  without  the  prior  written  consent  of the  Lenders,  and no  such
assignment or transfer of any such obligations  shall relieve the Company of its
obligations hereunder unless each Lender shall have consented to such release in
a writing specifically  referring to the obligation from which the Company is to
be released.

         (b) Any Lender may make,  carry or transfer  Advances at, to or for the
account  of, any of its branch  offices  or the office of an  Affiliate  of such
Lender.  Any Lender may at any time  assign all or any  portion of its rights in
this Agreement and the Revolving  Notes issued to it to a Federal  Reserve Bank;
provided  that no such  assignment  shall  release  the  Lender  from any of its
obligations hereunder.

         (c)  Each  Lender  may  assign  or  delegate  all or a  portion  of its
interests,  rights  and  obligations  under  this  Agreement  and the other Loan
Documents (including all or a portion of any of its Commitments and the Advances
at the time owing to it and the Revolving Notes held by it) to another financial
or lending institution or entity; provided,  however, that (i) the Agent and the
Company must give their prior written consent to such assignment (which

                                       69

<PAGE>

consent, in the case of the Company,  shall not be unreasonably withheld) unless
such  assignment is to an Affiliate of the  assigning  Lender or, in the case of
the Company,  unless an Event of Default has occurred  and is  continuing,  (ii)
such  assignment  or  delegation  is  complete  or is in minimum  increments  of
$5,000,000,  and (iii) the  parties to each such  assignment  shall  execute and
deliver to the Agent an  Assignment  Agreement,  and,  together with a Revolving
Note or Revolving  Notes subject to such  assignment and, unless such assignment
is to an Affiliate of such Lender,  a processing and  recordation fee of $3,000.
The Company shall not be responsible  for such processing and recordation fee or
any  costs  or  expenses  incurred  by any  Lender  (other  than the  Agent)  in
connection with such assignment.  From and after the effective date specified in
each  Assignment  Agreement,  which  effective  date  shall be at least five (5)
Business Days after the execution  thereof,  the assignee  thereunder shall be a
party  hereto  and to the extent of the  interest  assigned  by such  Assignment
Agreement,  have the rights and  obligations  of a Lender under this  Agreement.
Within five (5)  Business  Days after  receipt of the notice and the  Assignment
Agreement,  the Company,  at its own expense,  shall  execute and deliver to the
Agent, in exchange for the surrendered  Revolving Note or Revolving Notes, a new
Revolving  Note or Revolving  Notes to the order of such assignee in a principal
amount  equal to the  applicable  Commitments  assumed  by it  pursuant  to such
Assignment  and  Acceptance  and new  Revolving  Note or Revolving  Notes to the
assigning Lender in the amount of its retained  Commitment or Commitments.  Such
new Revolving Note or Revolving Notes shall be in an aggregate  principal amount
equal to the aggregate  principal amount of such  surrendered  Revolving Note or
Revolving  Notes,  shall be dated the date of the surrendered  Revolving Note or
Revolving Notes which they replace,  and shall otherwise be in substantially the
form attached hereto.

         (d)  Each  Lender  may  from  time to  time  sell  or  otherwise  grant
participations  in all or a portion  of its rights  and  obligations  under this
Agreement  and the other  Loan  Documents  (including  all or a  portion  of its
Commitments  and the Advances owing to it and the Revolving Notes held by it) to
another financial or lending institution or entity,  whereupon the holder of any
such  participation,  if the  participation  agreement  so  provides,  shall  be
entitled to all of the rights of a Lender hereunder; provided, however, that (i)
the Agent must give its prior written consent to such participation  unless such
participation  is to an  Affiliate of such  Lender,  (ii) such selling  Lender's
obligations  under this  Agreement  shall remain  unchanged,  (iii) such selling
Lender shall  remain  solely  responsible  to the other  parties  hereto for the
performance  of such  obligations,  and (iv) the  Company,  the  Agent and other
Lenders  shall  continue  to deal  solely  and  directly  with  each  Lender  in
connection with such Lender's  rights and  obligations  under this Agreement and
the other Loan Documents, and such Lender shall retain the sole right to enforce
the  obligations  of the  Company  relating to the  Advances  and to approve any
amendment,  modification  or waiver of any  provisions of this  Agreement or the
other Loan Documents. Any Lender selling a participation hereunder shall provide
prompt written notice to the Company of the name of such participant.

         SECTION 10.09  Subordination of  Indebtedness.  Any Indebtedness of any
Guarantor now or hereafter owed to the Company is hereby  subordinated  in right
of payment to the payment by such  Guarantor  of its Guaranty  Obligations  such
that if a default in the payment


                                       70

<PAGE>

of the Obligations shall have occurred and be continuing,  any such Indebtedness
of such Guarantor owed to the Company,  if collected or received by the Company,
shall be held in trust by the Company for the holders of the  Obligations and be
paid  over to the  Lenders  and the Agent for  application  of such  Guarantor's
Guaranty Obligations.

         SECTION  10.10  Maximum  Interest  Rate.   Nothing  contained  in  this
Agreement  or any Note  shall  require  the  Company to pay  interest  at a rate
exceeding the Maximum  Permissible  Rate. If interest  payable to any Lender for
any period would exceed the Maximum  Permissible  Rate,  such interest  shall be
reduced  automatically  to the  maximum  amount that will not exceed the Maximum
Permissible Rate, and interest payable to any Lender for any subsequent  period,
to the extent less than the Maximum  Permissible Rate, shall, to that extent, be
increased by the aggregate amount of all such reductions.

         SECTION  10.11  Entire  Agreement.  This  Agreement  and the other Loan
Documents executed and delivered  contemporaneously  herewith, together with the
exhibits  and  schedules  attached  hereto and  thereto,  constitute  the entire
understanding of the parties with respect to the subject matter hereof,  and any
other prior or contemporaneous agreements, whether written or oral, with respect
thereto,  including,   without  limitation,  the  Commitment  Letter,  which  is
expressly  superseded  hereby;  provided,  however,  that the indemnities of the
Company in favor of the Lenders and SunTrust  Equitable  Securities  Corporation
contained in the  Commitment  Letter shall survive the execution and delivery of
this Agreement.  The execution of this Agreement and the other Loan Documents by
the Company was not based upon any facts or  materials  provided by the Agent or
any  Lender,  nor was the  Company or any  Guarantor  induced  to  execute  this
Agreement  or any  other  Loan  Document  by any  representation,  statement  or
analysis made by the Agent or any Lender.

         SECTION 10.12 Set-Off.  Upon the occurrence and during the  continuance
of any Event of Default,  each Lender, and each of its branches and offices,  is
hereby  authorized  by the Company,  at any time and from time to time,  without
notice to the Company (i) to set off against,  and to  appropriate  and apply to
the payment of the  Obligations  (in each case whether matured or unmatured) any
and all  amounts  owing by such  Lender,  or any such  office or branch,  to the
Company  (whether  payable in Dollars or any other currency,  whether matured or
unmatured,  and, in the case of deposits,  whether  general or special,  time or
demand and however  evidenced)  and (ii) pending any such action,  to the extent
necessary,  to hold such amounts as  collateral to secure such  Obligations  and
Guaranty  Obligations and to return as unpaid for insufficient funds any and all
checks and other items drawn  against any deposits so held as such Lender in its
sole  discretion  may elect.  Each Lender  shall give the Company  notice of its
intention to exercise its rights under this Section  10.12;  provided,  however,
that  failure by such Lender to give the Company  notice  shall not prevent such
Lender from exercising its rights as provided in this Section.  The Company,  to
the fullest extent it may  effectively do so under  Applicable  Law, agrees that
any holder of a participation  in any Advance may exercise rights of set-off and
counterclaim and other rights with respect to such  participation as fully as if
such  holder of a  participation  were a direct  creditor  of the Company in the
amount of such participation.

                                       71

<PAGE>

         SECTION  10.13  Counterparts.  This  Agreement  may be  executed in any
number of counterparts,  each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same instrument.

         SECTION 10.14 Replacement  Notes.  Upon receipt of evidence  reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Note, and in the case of any such loss,  theft or destruction,  upon delivery of
any indemnity agreement  reasonably  satisfactory to the Company or, in the case
of any such  mutilation,  upon  surrender  and  cancellation  of such Note,  the
Company shall execute and deliver, in lieu thereof, a replacement note identical
in form and  substance  to such Note and dated as of the date of such Note,  and
upon such execution and delivery of the replacement  note all references in this
Agreement  and in all other Loan  Documents to the Note shall be deemed to refer
to such replacement note.

         SECTION 10.15 Release. In consideration of the Agent's and the Lenders'
agreement  to  enter  into  this  Agreement  and to  establish  the  Commitments
hereunder,  the Company hereby (a) releases,  acquits and forever discharges the
Agent and the Lenders, their respective agents, employees,  officers, directors,
servants,   representatives,   attorneys,  affiliates,  successors  and  assigns
(collectively,  the "Released  Parties") from any and all  liabilities,  claims,
suits, debts, liens, losses, causes of action,  demands,  rights, damages, costs
and  expenses of any kind,  character  or nature  whatsoever,  known or unknown,
fixed or  contingent,  that the  Company  may have or claim to have  against the
Agent and the Lenders  which might arise out of or be connected  with any act of
commission  or omission of the Agent or the Lenders  existing or occurring on or
prior to the date of this Agreement,  including, without limitation, any claims,
liabilities or obligations  relating to or arising out of or in connection  with
the  Loan  Documents  (including,  without  limitation,  arising  out  of  or in
connection with the initiation,  negotiation,  closing or  administration of the
transactions  contemplated  thereby or related  thereto),  from the beginning of
time until the execution and delivery of this Agreement (the "Released  Claims")
and (b) agrees  forever to refrain from  commencing,  instituting or prosecuting
any  lawsuit,  action or other  proceeding  against the  Released  Parties  with
respect to any and all Released Claims.

                                       72

<PAGE>

         WITNESS  the hand and seal of the  parties  hereto  through  their duly
authorized officers, as of the date first above written.


                                                     NUCO2 INC.,
                                                     a Florida corporation


Address:                                       By: /s/ Joann Sabatino
c/o NuCo2 Inc.                                     -----------------------------
2800 S.E. Market Place                             Joann Sabatino
Stuart, Florida 34997                              Chief Financial Officer
                                                   and Treasurer


                                                   Attest: /s/ Eric M. Wechsler
                                                           --------------------
                                                           Eric M. Wechsler
                                                           General Counsel and
                                                           Secretary






               [SIGNATURE PAGE TO THE REVOLVING CREDIT AGREEMENT]


<PAGE>
                                        SUNTRUST BANK, SOUTH FLORIDA,
                                        NATIONAL ASSOCIATION,




                                        By: /s/ Russell E. Burnette
                                            ----------------------------------
                                           Russell E. Burnette
                                           Vice President


               [SIGNATURE PAGE TO THE REVOLVING CREDIT AGREEMENT]

<PAGE>



                                        BANK AUSTRIA CREDITANSTALT
                                        CORPORATE FINANCE, INC.,
                                        individually and as Documentation Agent



                                        By: /s/ Scott Kray
                                            ------------------------------------
                                            Name:  Scott Kray
                                            Title: Vice President




                                        By: /s/ Gary W. Andresen
                                            ------------------------------------
                                            Name:  Gary W. Andresen
                                            Title: Associate


               [SIGNATURE PAGE TO THE REVOLVING CREDIT AGREEMENT]

<PAGE>



                                        BANK-LEUMI LE-ISRAEL B.M.,
                                        MIAMI AGENCY


                                        By: /s/ Stephen Hanas
                                            -----------------------------------
                                            Name:  Steven Hanas
                                            Title: Vice President








               [SIGNATURE PAGE TO THE REVOLVING CREDIT AGREEMENT]

<PAGE>



                                        THE PROVIDENT BANK


                                        By: /s/ Nick Jeviz
                                            -----------------------------------
                                            Name:  Nick Jeviz
                                            Title: Vice President








               [SIGNATURE PAGE TO THE REVOLVING CREDIT AGREEMENT]