EXHIBIT 10.9

                           REVOLVING CREDIT AGREEMENT


            THIS REVOLVING CREDIT  AGREEMENT,  dated as of October 31, 1997 (the
"AGREEMENT") by and among (a) NUCO2 INC., a Florida corporation (the "COMPANY"),
(b) SUNTRUST  BANK,  SOUTH FLORIDA,  NATIONAL  ASSOCIATION,  a national  banking
association  ("SUNTRUST") and any other banks or other lending institutions that
are or will become  parties to this Agreement  (collectively,  the "LENDERS" and
individually,  a  "LENDER"),  and (c) SUNTRUST  BANK,  SOUTH  FLORIDA,  NATIONAL
ASSOCIATION, as agent for the Lenders (in such capacity, the "AGENT").


                              W I T N E S S E T H :


            WHEREAS,  the Company has  requested,  and  SunTrust and the Lenders
have agreed to commit to a revolving credit facility to the Company on the terms
and subject to the conditions set forth herein;

            NOW,  THEREFORE,  for and in  consideration  of the sum of $10.00 in
hand paid by  SunTrust  and the Lenders to the  Company,  and for other 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.

            "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.


<PAGE>
            "AGENT  FEE"  shall mean the  administrative  fee  described  in the
     Commitment 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 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  Company's  Senior Funded Debt to Annualized
     EBITDA ratio for each fiscal quarter-end, as indicated below:


                Senior Funded Debt to                   Applicable Commitment
               Annualized EBITDA Ratio                      Fee Percentage

            Less than 1.50:1.0                           0.1875%

            Greater than or equal to 1.50:1.0            0.25%
            and less than 2.25:1.0

            Greater than or equal to 2.25:1.0            0.375%
            and less than 3.00:1.0

            Greater than or equal to 3.00:1.0            0.50%

     Until the first quarterly pricing adjustment, the Applicable Commitment Fee
     Percentage shall be 0.375%,  PROVIDED,  HOWEVER, that if, subsequent to the
     Closing Date but prior to making the first  quarterly  pricing  adjustment,
     the Company closes and lenders fund a  subordinated  debt issue of at least
     $15,000,000,  on terms  and  conditions  satisfactory  to the Agent and the
     Lenders, the Applicable Commitment Fee Percentage will be reduced to 0.25%.

                                      -2-

<PAGE>
                        "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 Company's Senior Funded Debt to Annualized EBITDA
            ratio for each fiscal quarter-end, as indicated below:

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

    Less than 1.50:1.0                      1.25%                 0.00%

    Greater than or equal to 1.50:1.0       1.75%                 0.00%
    and less than 2.25:1.0

    Greater than or equal to 2.25:1.0       2.25%                 0.00%
    and less than 3.00:1.0

    Greater than or equal to 3.00:1.0       2.75%                 0.50%

    Until the first quarterly pricing adjustment, the Applicable Margin on LIBOR
    Advances  and Base Rate  Advances  shall be 2.25%  and  0.00%  respectively,
    PROVIDED,  HOWEVER  that if,  subsequent  to the  Closing  Date but prior to
    making  the first  quarterly  pricing  adjustment,  the  Company  closes and
    lenders fund a subordinated debt issue of at least $15,000,000, on terms and
    conditions  satisfactory to the Agent and the Lenders, the Applicable Margin
    on LIBOR Advances will be reduced to 1.75%.

                  "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.

                  "ASSIGNMENT  OF LEASES" shall mean that certain  Assignment of
    Leases agreement,  dated as of the date hereof,  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.

                                      -3-
<PAGE>
                  "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  (2%) 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.

                  "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 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. ' 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.

                                      -4-

<PAGE>
                  "CLOSING DATE" shall mean October 31, 1997.

                  "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.

                  "COMMITMENT"  shall  mean,  for any  Lender at any  time,  the
    aggregate revolving credit facility severally  established by such Lender in
    favor  of  the  Company  pursuant  to  Section  2.01,   including,   without
    duplication,  in the case of  SunTrust,  the Swing Line,  as the same may be
    increased  or  decreased  from  time to time as a  result  of any  reduction
    thereof pursuant to Section 2.04, any assignment thereof pursuant to Section
    10.08, or any amendment thereof pursuant to Section 10.02.

                  "COMMITMENT  FEE" shall have the  meaning set forth in Section
    2.10(c).

                  "COMMITMENT LETTER" means that certain Letter Agreement, dated
    as of September 16, 1997, executed by SunTrust and SunTrust Capital Markets,
    Inc., and accepted and agreed to by the Company.

                  "COMMITMENT TERMINATION DATE" shall have the meaning set forth
    in Section 2.01.

                  "COMMITTED  AMOUNT" shall mean,  with respect to any Facility,
    the maximum  principal  amount of such Facility  committed by the Lenders or
    any of them,  including any portion of the Committed Amount of such Facility
    in which such Lender has  purchased a  participation  as  permitted  by this
    Agreement and excluding any portion of the Committed Amount of such Facility
    in  which  such  Lender  has  sold a  participation  as  permitted  by  this
    Agreement, as such amount may be reduced from time to time.

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

                                      -5-

<PAGE>
                  "COMPANY TRADEMARK SECURITY AGREEMENT" shall mean that certain
    Trademark  Security  Agreement  (Company),  dated  as of  the  date  hereof,
    executed  by the  Company  in  favor of the  Agent,  as  hereafter  amended,
    restated, supplemented or otherwise modified from time to time.

                  "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.

                  "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 Contribution
    Agreement,  dated as of the date hereof, executed by the Company and each of
    the Guarantors,  substantially in the form of EXHIBIT E attached hereto,  as
    hereafter amended, restated, supplemented or otherwise modified from time to
    time.

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

                                      -6-

<PAGE>
                  "EBITDA" shall mean, for any fiscal 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.

                  "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.  ' 7401 ET SEQ.),  (ii) the Clean Water Act (33 U.S.C.  ' 1251 ET
    SEQ.), (iii) the Resource Conservation and Recovery Act (42 U.S.C. ' 6901 ET
    SEQ.), (iv) the Toxic Substances  Control Act (15 U.S.C. ' 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,   President,   Chief
    Financial Officer,  Executive Vice President,  Chief Operating Officer,  and
    Vice President of Administration.

                                      -7-

<PAGE>
                  "EXISTING  CREDIT  AGREEMENT"  shall  mean  that  certain  $30
    million  Revolving Credit  Agreement,  dated as of December 22, 1995, by and
    between the Company and NationsBank of Florida, N.A.

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

                  "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.

                  "FEES"  shall  mean,  collectively,  the  Agent  Fee  and  the
    Commitment Fee.

                  "FIXED  CHARGE  COVERAGE  RATIO"  shall  mean,  for any fiscal
    period of the  Company,  the ratio of (a) (1) EBITDA  for the fiscal  period
    ending on the last day of such period,  PLUS (2) Rent Expense for the fiscal
    period ending on the last day of such period,  MINUS (3) Maintenance Capital
    Expenditures for the fiscal period ending on the last day of such period, to
    (b)  Fixed  Charges  for the  fiscal  period  ending on the last day of such
    period.

                  "FIXED CHARGES" shall mean  consolidated  interest expense for
    the   period   of   determination   (including   both   capitalization   and
    non-capitalized  interest and the interest component of Capital Leases) plus
    minimum rent expenses under operating leases for such period,  calculated on
    a  consolidated  basis  in  accordance  with  GAAP  plus 4% of  quarter  end
    outstanding Borrowings under this Agreement.

                  "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.

                                      -8-

<PAGE>
                  "GUARANTOR PLEDGE AGREEMENT" shall mean that certain Stock and
    Notes Pledge Agreement  (Guarantors),  dated as of the date hereof, executed
    by each  Guarantor in favor of the Agent,  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 the date hereof,  executed by
    each  Guarantor  in favor of the  Agent,  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 the date
    hereof,  executed  by each  Guarantor  in favor of the Agent,  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   Guaranty
    Agreement,  dated as of the date hereof,  executed by each of the Guarantors
    in favor of the Lenders and the Agent,  substantially in the form of 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.

                  "HARSCO   ARRANGEMENT"  shall  mean  the  Company's  currently
    contemplated   financing   arrangement  with  Taylor-Wharton  Gas  Equipment
    division of Harsco Corporation,  a Delaware corporation  ("HARSCO"),  or any
    other current or future subsidiaries of Harsco.

                  "HAZARDOUS  SUBSTANCE" shall have the meaning assigned to that
    term in CERCLA.

                                      -9-

<PAGE>
                  "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  generally  accepted
    accounting   principles,   recorded  as  capital   leases,   (iv)  financial
    obligations as the issuer of capital stock 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  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  2.12(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
    2.12(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.

                                      -10-

<PAGE>
                  "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 Reuters Screen LIBOR Page 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 Reuters  Screen LIBOR Page,  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 Swing Line Note,  the Guaranty
    Documents,  the Security  Documents,  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.

                  "MAINTENANCE   CAPITAL   EXPENDITURES"   shall  mean   Capital
    Expenditures other than Capital Expenditures made (i) in connection with any
    business  expansion  of the  Company  and 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 and any of its Subsidiaries.

                  "MARGIN  REGULATIONS"  shall mean  Regulation G, 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.

                  "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.

                                      -11-

<PAGE>
                  "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.

                  "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 Commitment, either as originally executed or
    as it may be from time to time supplemented,  modified,  amended, renewed or
    extended.  The term "Note"  shall  include  any Swing Line Note,  unless the
    context otherwise requires.

                  "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.

                                      -12-

<PAGE>
                  "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),  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 CLAIM" 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  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.

                  "PRO RATA SHARE" shall mean,  for any Lender,  with respect to
    the  Facilities  (whether  one  or  more),  the  proportion  expressed  as a
    percentage  equal to (1) the sum of such  Lender's  portion of the Committed
    Amounts of such Facilities (including,  without duplication,  any portion of
    the Committed  Amounts of such Facilities in which such Lender has purchased
    a  participation  and  excluding,  without  duplication,  any portion of the
    Committed  Amounts  of such  Facilities  in  which  such  Lender  has sold a
    participation),  divided  by (2) the sum of the  Committed  Amounts  of such
    Facilities.

                                      -13-

<PAGE>
                  "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.

                  "RENT  EXPENSE"  shall mean all expenses for the rental of all
    property,  real or  personal,  by the Company  and any of its  Subsidiaries,
    determined in accordance with GAAP.

                  "REQUIRED  LENDERS" shall mean Lenders whose combined Pro Rata
    Shares as of the Closing Date of the Facilities  are at least  sixty-six and
    two-thirds percent (66 2/3%) of the Committed Amounts of such Facilities.

                  "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  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 to include
    any debt outstanding under the Harsco Arrangement, on such terms as shall be
    acceptable to the Lenders.

                  "SENIOR SUBORDINATED DEBT OFFERING" shall mean the offering of
    senior  Subordinated Debt, as described in that certain Senior  Subordinated
    Note Purchase  Agreement,  dated as of October 31, 1997, between the Company
    and the Guarantors and the Investors listed therein.

                                      -14-

<PAGE>
                  "SUBORDINATED DEBT" shall mean all Indebtedness of the Company
    subordinated to all obligations of the Company arising under this Agreement,
    the Notes, and the Swing Line Note, 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.

                  "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  RATE"  shall mean the rate of  interest  specified  by
    SunTrust to the Company as being  applicable to a Swing Line Loan  requested
    by the Company pursuant to Section 2.03(b).

                                      -15-

<PAGE>
                  "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 2.11(c).

                  "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.

                  "TOTAL  CAPITALIZATION"  shall  mean the sum of  shareholders'
    equity PLUS Subordinated Debt PLUS Senior Funded Debt.

                  "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.

                  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
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

                                      -16-

<PAGE>
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 Swing  Line  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.  COMMITMENTS AND NOTES.  Subject to and upon the
terms and conditions set forth in this Agreement,  each of the Lenders severally
establishes  until  October 31,  2000,  unless  otherwise  extended  pursuant to
Section 2.12 below (October 31, 2000, or such later date as the Commitments have
been  extended  pursuant  to Section  2.13,  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 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,           $50,000,000           100%
    National Association

         TOTAL:                            $50,000,000           100%
                                                                 ===

Within the limits of the Commitments, the Company may borrow, repay and reborrow
under the terms of this  Agreement;  PROVIDED,  HOWEVER,  that (i) the aggregate
principal  amount of each Borrowing  shall not be less than $1,000,000 and shall
be in integral multiples of $500,000, (ii) all of the Company's  representations
and  warranties  are true and  correct on and as of the date of each  Borrowing,
(iii) the Company may neither  borrow nor reborrow  should there exist a Default

                                      -17-

<PAGE>
or an Event of Default,  or such would result from the  Borrowing,  and (iv) the
aggregate  outstanding  amount of Advances after giving effect to each Borrowing
shall not exceed the Committed Amount of the  Commitments.  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  under these  Facilities  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 Note
payable to such Lender in the form of EXHIBIT A attached hereto with appropriate
insertions.  Each 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 hereinafter.  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 Committed Amount of the Commitments.

                  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.

                                      -18-

<PAGE>
                  (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 portion 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,
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  SUBFACILITY.  (a)  Notwithstanding
anything  contained  herein  to the  contrary,  SunTrust  hereby  establishes  a
subfacility  within its  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
Facility  shall  not at any  time  exceed  $2,000,000,  and  to the  extent  any
Borrowing  under the Swing Line Facility  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.

                                      -19-

<PAGE>
                  (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 $2,000,000.

                  (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.  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  2.16),  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 2.07 hereof,
and (iv) such  prepayments  include  interest  accrued,  on the principal amount
prepaid, to the prepayment date.

                  SECTION 2.05. MANDATORY PREPAYMENTS.

                  (a) 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

                                      -20-

<PAGE>
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.

                  (b) 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)  proceeds  from the Senior  Subordinated  Debt
Offering,  (ii)  proceeds  from the Harsco  Arrangement,  and (iii) any purchase
money obligations paid to the Company.

                  SECTION  2.06.  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 2.06 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.

                  SECTION 2.07. 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 2.08. TERMINATION OF COMMITMENTS. The unpaid principal
balance and all accrued and unpaid interest on the Notes and the Swing Line Note
will be due and  payable  upon the  first of the  following  dates or  events to
occur:  (i)  acceleration  of the maturity of any Note or the Swing Line 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.

                                      -21-

<PAGE>
                  SECTION 2.09. USE OF PROCEEDS.  The proceeds of each Borrowing
under  the  Commitments  will  be  used  by  the  Company  solely  to  refinance
outstanding debt, to finance acquisitions, to make capital expenditures,  and to
provide for the working capital and general corporate needs of the Company.

                  SECTION 2.10. FEES.

                  (a) On the Closing  Date,  the  Company  shall pay to SunTrust
Capital Markets,  Inc. the fees described in the Commitment  Letter,  which fees
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 2.12, the Company shall pay to
the Agent the Agent Fee, which fee shall be fully earned and 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 December 31, 1997,  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.

                  (d) 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 2.11. 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 Notes
shall accrue:

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

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

                                      -22-

<PAGE>
                  (b) Interest on the 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.

                  SECTION 2.12. 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

                                      -23-

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

                  SECTION 2.13.  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 2.13. 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.

                  SECTION 2.14. 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;

                                      -24-

<PAGE>
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  2.14(a),  PLUS any funding  losses as  described in Section
2.16,  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.

                  (b) If any  Lender  shall  advise  the Agent that at any time,
because  of the  circumstances  described  in clauses  (x) or (y) in  Subsection
2.14(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.

                                      -25-

<PAGE>
                  SECTION  2.15.  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 2.14 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.

                  SECTION 2.16.  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 2.17. MAKING OF PAYMENTS.

                  (a) The Fees and all payments of principal of, or interest on,
the Notes and the Swing Line Note 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.

                                      -26-

<PAGE>
                  (b) Subject to Subsection 2.12(c)(ii), whenever any payment to
be made hereunder or under any 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 Notes.

                  SECTION 2.18.  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 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
the Base Rate plus two percent (2.0%) per annum.  Interest  accruing pursuant to
this Section 2.17 will be due and payable upon demand.

                  SECTION  2.19.  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 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 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 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 2.18 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.

                                      -27-

<PAGE>
                  SECTION 2.20. 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 2.21. CALCULATION OF INTEREST. Interest payable on the
Notes,  including  interest  payable  as  provided  in  Section  2.17,  shall be
calculated  on the basis of a year of 360 days and paid for the actual number of
days elapsed.

                  SECTION 2.22. PAYMENTS FREE OF TAXES.

                  (a) All payments made by the Company under this Agreement, the
Notes and the  Swing  Line Note  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 or the Swing
Line Note, the Company shall (1) make such deduction or withholding  and pay the
same to the relevant  governmental  authority and (2) pay 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 or
the Swing Line Note 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.

                                      -28-

<PAGE>
                  SECTION  2.23.  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 2.24. 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  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 2.24(b).

                  SECTION  2.25.   INCREASE  OF   COMMITMENTS.   Notwithstanding
anything herein to the contrary,  in the event that the Company,  for any fiscal
quarter,  Annualized  EBITDA is greater than or equal to  $15,000,000,  then the
Company hereby shall automatically request from the Lenders that the Commitments
be increased to $100,000,000. Any such increase in the Commitments shall be made
in the sole  discretion  of the  Lenders,  with any  additional  increase in the
Commitments  to be  allocated  pro rata  among the  existing  Lenders.  Any such
increase  (i) shall  remain  in place  until the  Commitment  Termination  Date,
subject to any  reduction  provided for under the terms of this  Agreement,  and
(ii)  notwithstanding  anything  herein to the contrary,  shall be senior to any
other subordinated  Indebtedness of the Company,  including, but not limited to,
the Senior  Subordinated  Debt Offering.  If it is not possible for the existing
Lenders to accommodate  any such increase in the  Commitments,  then new Lenders
may be added so long as these new Lenders are reasonably acceptable to the Agent
and the Company.


                                      -29-
<PAGE>
                                   ARTICLE III

                            CONDITIONS TO BORROWINGS

                        The  obligation of each Lender to make an Advance to the
Company 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,

            (1) 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 described in the Commitment  Letter and the Agent Fee,
            shall have been paid in full;

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

                    (a)            A duly executed original of this Agreement.

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

                    (c)            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.

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

                                      -30-

<PAGE>
                    (5)            A  duly  executed  original  of  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.

                    (6)            Certified  Requests for Information or Copies
                          (Form  UCC-11)  or  equivalent  reports,  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.

                    (7)            Completion of and receipt of lien searches in
                          all relevant  jurisdictions  revealing no liens or any
                          assets of the Company  except for liens  permitted  by
                          the Loan  Documents  and liens to be terminated on the
                          Closing  Date  under  the  Company's  Existing  Credit
                          Agreement.

                    (8)            A  duly  executed  original  of  the  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.

                    (9)            A  duly  executed  original  of  the  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.

                                      -31-

<PAGE>
                    (10)           Duly executed  originals of any 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.

                    (11)           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.

                    (12)           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.

                    (13)           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.

                    (14)           Repayment  by the Company of all  outstanding
                          indebtedness   under  the  Company's  Existing  Credit
                          Agreement   and   termination   of   the   commitments
                          thereunder.

                    (15)           Payment of all fees required to be paid on or
                          prior to the Closing Date.

                    (16)           A  duly  executed  original  of  the  CLOSING
                          CERTIFICATE,   in  the   form   attached   hereto   as
                          EXHIBIT F. 

                                      -32-

<PAGE>
                    (17)           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.

                    (18)           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 Swing Line
                          Note, 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  Swing  Line  Note,  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.

                    (19)           A   favorable   written   opinion  of  Olshan
                          Grundman Frome & Rosenzweig  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.

                                      -33-

<PAGE>
                    (20)           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.

                    (21)           Certified copies of all consents,  approvals,
                          authorizations,  registrations  or filings required to
                          be made or obtained  by the Company or the  Guarantors
                          in  connection  with  the  transactions   contemplated
                          hereby and by the other Loan Documents.

            (3) 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. At
the time of the making by the Lenders of each Advance  hereunder  (including the
initial Advances), (a) the following statements shall be true:

                          (i) 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  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;

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

                          (iii) 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;

                         (iv) 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 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

                                      -34-

<PAGE>
                          (v) The  Advances  to be made and the use of  proceeds
            thereof shall not  contravene,  violate or conflict with, or involve
            the Agent or any Lender in a violation of, any Applicable Law.

            (b) each Notice of Borrowing given by the Company in accordance with
Section  2.02(a) hereof 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  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.

                                      -35-

<PAGE>
                         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 Swing Line
Note,  the  Security  Documents  and the other Loan  Documents  to which it is a
party.  This Agreement,  the Notes, the Swing Line Note, 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 Swing Line Note,
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 and the Swing Line
Note, other than the Senior Subordinated Debt Offering.

                         SECTION 4.04. ENFORCEABLE OBLIGATIONS.  This Agreement,
the Notes,  the Swing  Line  Note,  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, 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.

                                      -36-

<PAGE>
                         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 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.

                                      -37-

<PAGE>
                         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, 1997,  and the
related  consolidated   statements  of  income  (including  supporting  footnote
disclosures),  with opinion of Cooper,  Selvin & Strassberg  LLP, the  unaudited
consolidated  quarterly  financial  statements  of the Company  dated August 31,
1997, and the related  consolidated  statements of income (including  supporting
footnote   disclosures),   and  the  unaudited  consolidated  monthly  financial
statements of the Company dated August 31, 1997, 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 August 31, 1997, there
has been no material  adverse change in the  operations,  business,  property or
assets of, or in the condition (financial or otherwise) of, the Company.

                         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.

                                      -38-

<PAGE>
                         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

                        (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).

                                      -39-

<PAGE>
                         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.

                         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.

                                      -40-

<PAGE>
                         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.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                        So long as any Note or the Swing Line 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 2.09. 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 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 Cooper,  Selvin & Strassberg  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) from the
            Chief Financial  Officer of the Company stating whether a Default or
            Event of Default exists;

                                      -41-

<PAGE>
                        (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)  stating that 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;

                        (iii) as soon as  available  and in any event  within 45
            days after the end of each month,  the monthly  unaudited  financial
            statements of the Company; and

                        (iv)  at  least  15 days  prior  to the  closing  of any
            acquisition  permitted under Section 6.07(b), the adjusted pro forma
            balance sheet and income  statements of the Company,  reflecting the
            financial conditional of the Company and its Subsidiaries after such
            acquisition, all in accordance with GAAP.

            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 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.

                                      -42-

<PAGE>
                         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,  tradenames, 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 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.

                                      -43-

<PAGE>
                         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:

                          (i) 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;

                         (ii) 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

                        (iii)  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.

                         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.

                                      -44-

<PAGE>
                         SECTION     5.12.     STOCKHOLDER     REPORTS,     ETC.
Contemporaneously  with the sending or filing thereof,  the Company will provide
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.


                                      -45-

<PAGE>
                                   ARTICLE VI

                               NEGATIVE COVENANTS

                         So long as any Note or the Swing Line 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;

                        (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;

                                      -46-

<PAGE>
                        (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;

                        (m)  Liens  incurred  on  pledges  or  deposits  in  the
            ordinary   course  of   business   in   connection   with   workers'
            compensation,  unemployment  insurance,  old age or Social  Security
            benefits; and

                        (n) the assets in which a security  interest  is granted
            to Harsco  pursuant  to the Harsco  Arrangement,  PROVIDED  that the
            aggregate amount of such pledged assets is less than $20 million.

                         SECTION 6.02.  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  6.03.  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 6.04. TRANSACTIONS WITH AFFILIATES. The Company
shall not, and shall not permit any of its Subsidiaries to:

                                      -47-

<PAGE>
                        (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  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  6.05.  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:

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

                                    (ii) guarantees of Indebtedness  owed by any
Consolidated Company to another Consolidated Company; or

                                    (iii) guarantees made pursuant to the Harsco
Arrangement.

                         SECTION  6.06.  LIMITATIONS  ON  PAYMENT  RESTRICTIONS.
Except as provided under (i) the Senior Subordinated Debt Offering, and (ii) the
Harsco  Arrangement,  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 6.07. 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

                                      -48-

<PAGE>
                                    (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  where such  stock,
            assets or other consideration have an aggregate fair market value of
            more than $7,500,000, PROVIDED, HOWEVER, that so long as no Event of
            Default has  occurred (or will be caused by such  acquisition),  the
            Company or any of its  Subsidiaries  may  request  that the  Lenders
            consent  to  such   acquisition  for   consideration   greater  than
            $7,500,000 in any one transaction. Consistent with such request, the
            Company  shall  provide the Lenders with an  information  package to
            include (but not limited to) providing the following:

                                    (i) historical  financial statements showing
                        the  impact  of  the   acquisition   on  the   Company's
                        historical  operating  performance and existing  balance
                        sheet;

                                    (ii)  projections   detailing  the  expected
                         performance of the combined company going forward; and

                                    (iii)  a  detailed  listing  of  the  assets
                         proposed to be purchased in the transaction;

                        (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  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  6.07  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 6.08.  DIVIDENDS; LOANS, ADVANCES.

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

                                      -49-

<PAGE>
                         (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;

                                    (iv) Investments made by Plans;

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

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

                         SECTION  6.09.  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.

                                      -50-

<PAGE>
                         SECTION 6.10. 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  6.07),  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 6.11. 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 6.11 shall not apply to (i) any
covenants  contained  in this  Agreement  or the  Security  Documents,  and (ii)
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  6.12.  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 6.13.  PREPAYMENTS UNDER OTHER AGREEMENTS.  The
Company  shall not,  and shall not permit any of its  Subsidiaries  to, make any
prepayments  under any Subordinated Debt document or repurchase any notes issued
in  connection  with any  Subordinated  Debt without the written  consent of the
Lenders.


                                   ARTICLE VII

                               FINANCIAL COVENANTS

                        So long as any Note or the Swing Line 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 3.5 to 1.0.

                         SECTION 7.02.  FIXED CHARGE COVERAGE RATIO. The Company
shall not  permit  the  Fixed  Charge  Coverage  Ratio as of the last day of any
fiscal quarter of the Company to be less than 1.25 to 1.0.

                         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 0.60 to 1.0.

                                      -51-

<PAGE>
                         SECTION 7.04.  MINIMUM NET WORTH.  The Company shall at
all times  maintain its Net Worth  greater than the Minimum Net Worth,  equal to
(a)  $50,000,000,  increasing  to  $55,000,000  beginning on the fiscal  quarter
ending on December  31, 1999,  (b) PLUS fifty  percent  (50%) of the  cumulative
Consolidated  Net  Income for each  fiscal  quarter  beginning  after the fiscal
quarter   ending  on  September  30,  1997   (specifically   not  including  any
Consolidated  Net Loss for any  fiscal  quarter),  PLUS (c) the  cumulative  net
proceeds of all equity  offerings  made by the  Company for each fiscal  quarter
beginning after the fiscal quarter ending on September 30, 1997, if any.

                                  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,  the Notes or the Swing
            Line Note; or

                        (b) The Company shall fail to pay any interest, fees, or
            any other amounts owing pursuant to this Agreement, the Notes or the
            Swing  Line  Note  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 or Section 6.02, 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 6.02) 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

                                      -52-

<PAGE>
                        (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  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 the Swing Line Note, 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  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

                        (i)  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

                        (j) 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

                        (k) 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

                        (l) The  Company  fails to  close  and  have  funded  by
            lenders at least  $15,000,000  in  Subordinated  Debt,  evidenced by
            subordinated notes issued by the Company,  substantially  similar to
            the Senior Subordinated Debt Offering,  and in any event in form and
            substance  satisfactory  to the Lenders,  on or before  November 17,
            1997; or

                                      -53-

<PAGE>
                         (m) An Event of Default  occurs under any  Subordinated
            Debt document; or

                         (n) Any Change in Control occurs.

                        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(h) or (i)) 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 and the Swing Line
Note, 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(h) or (i) all obligations of the Lenders to the Company, including,
without limitation, the Commitments, shall terminate automatically and the Notes
and the Swing Line  Note,  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 and the Swing  Line Note 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 Swing Line Note, 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 and the Swing Line Note, 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.


                                      -54-

<PAGE>
                                   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  authorizes,  and each  holder of any Note or by the
acceptance of a Note shall be deemed irrevocably to authorize, the Agent to take
such action on its behalf under the  provisions of this  Agreement and the 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.

                                      -55-

<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  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  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;

                                      -56-

<PAGE>
                        (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 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 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  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.

                                      -57-

<PAGE>
                         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, 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.

                                      -58-

<PAGE>
                         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 of any Lender's Commitment;

                         (c) to amend or modify the  definitions of "Commitment"
            or "Required  Lenders" 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 at such other  address as shall be
designated by any party in a written notice to the other party hereto:

                                      -59-

<PAGE>
                        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 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

                        If to a Lender:

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

                                      -60-

<PAGE>
                         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.

                         (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.

                                      -61-

<PAGE>
                         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 Notes issued to it to a Federal  Reserve
Bank;  PROVIDED that no such assignment shall release the Lender from any of its
obligations hereunder.

                                      -62-

<PAGE>
                         (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  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 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 Note or 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 Note or Notes,
a new Note or 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 Note or Notes to the  assigning  Lender in the amount of its
retained  Commitment  or  Commitments.  Such new  Note or  Notes  shall be in an
aggregate  principal  amount  equal to the  aggregate  principal  amount of such
surrendered  Note or Notes,  shall be dated the date of the surrendered  Note or
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 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 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.

                                      -63-

<PAGE>
                         SECTION 10.10. MAXIMUM INTEREST RATE. Nothing contained
in this  Agreement  or any Note or Swing Line 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 Capital Markets,  Inc. 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.

                         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.

                                      -64-

<PAGE>
                         SECTION  10.14.  REPLACEMENT  NOTES.  Upon  receipt  of
evidence reasonably satisfactory to the Company of the loss, theft,  destruction
or mutilation of any Note or Swing Line 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 or Swing Line Note,  the Company shall
execute and deliver,  in lieu thereof,  a replacement note identical in form and
substance  to such Note or Swing Line Note and dated as of the date of such Note
or Swing Line 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 or
Swing Line 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.

                                      -65-

<PAGE>
               [SIGNATURE PAGE TO THE REVOLVING CREDIT AGREEMENT]

                         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:
c/o NuCo2 Inc.                             By: /S/ EDWARD M. SELLIAN
                                               ---------------------------------
2800 S.E. Market Place                         Name: Edward M. Sellian
Stuart, Florida 34997                          Title: President


                                           Attest: /S/ JOANN SABATINO
                                                   -----------------------------
                                                  Name: Joann Sabatino
                                                  Title: Chief Financial Officer




<PAGE>

                                           SUNTRUST BANK, SOUTH FLORIDA,
                                           NATIONAL ASSOCIATION, INDIVIDUALLY
                                           AND AS AGENT



                                           By: /S/ RUSSELL E. BURNETTE
                                               ---------------------------------
                                               Name: Russell E. Burnette
                                               Title: Vice President