EXHIBIT 10.41

                                CREDIT AGREEMENT

                          dated as of January 15, 1998

                                      among

                           LAW COMPANIES GROUP, INC.,
                          as Borrowers' Representative
                                 and a Guarantor

                LAW ENGINEERING AND ENVIRONMENTAL SERVICES, INC.
                                 AND GIBB LTD.,
                                  as Borrowers,

                       LAW ENVIRONMENTAL CONSULTANTS, INC.
                             LAW INTERNATIONAL, INC.
                        GIBB INTERNATIONAL HOLDINGS, INC.
                                       and
                               GIBB HOLDINGS LTD.
                                  as Guarantors

                   BANK OF AMERICA NATIONAL TRUST AND SAVINGS
         ASSOCIATION, ACTING INDIVIDUALLY AND THROUGH ITS LONDON BRANCH,
       as Issuing Bank, Overdraft Bank, International Agent and a Lender,

                              BANK OF AMERICA, FSB,
                           as U.S. Agent and a Lender

                                       and

        ANY OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO,
                                   as Lenders






                                       iv

                                TABLE OF CONTENTS

                                      Page


ARTICLE I.DEFINITIONS.........................................................1
1.1 Certain Defined Terms.....................................................1
1.2 Other Interpretive Provisions............................................25

ARTICLE II.THE CREDIT........................................................26
2.1 Amounts and Terms of Revolving Loan Commitment...........................26
2.2 Amounts and Terms of CAPEX Loan Commitment...............................27
2.3 Loan Accounts............................................................27
2.4 Manner of Borrowing and Disbursement.....................................28
2.5 Conversion and Continuation Elections....................................29
2.6 Voluntary Termination or Reduction of Commitments........................30
2.7 Mandatory Reduction of Commitments.......................................30
2.8 Optional Prepayments.....................................................31
2.9 Mandatory Repayments.....................................................31
2.10 Repayment...............................................................32
2.11 Interest................................................................32
2.12 Fees....................................................................33
2.13 Computation of Fees and Interest........................................33
2.14 Payments by the Borrowers...............................................34
2.15 Payments by the Lenders.................................................34
2.16 Sharing of Payments, Etc................................................35
2.17 Application of Payments.................................................36
2.18 Foreign Exchange Facility...............................................36
2.19 Guaranty................................................................38

ARTICLE 3.THE LETTERS OF CREDIT..............................................41
3.1 The Letter of Credit Subfacility................... .....................41
3.2 Issuance, Amendment and Renewal of Letters of Credit.....................42
3.3 Risk Participations, Drawings and Reimbursements.........................44
3.4 Repayment of Participations in Letters of Credit.........................45
3.5 Role of the Issuing Bank.................................................45
3.6 Obligations Absolute.....................................................46
3.7 Cash Collateral Pledge...................................................47
3.8 Letter of Credit Fees....................................................47
3.9 Uniform Customs and Practice.............................................47

ARTICLE 4.TAXES, YIELD PROTECTION AND ILLEGALITY.............................47
4.1 Taxes....................................................................47
4.2 Illegality...............................................................49
4.3 Increased Costs and Reduction of Return..................................50
4.4 Funding Losses...........................................................50
4.5 Inability to Determine Rates.............................................51
4.6 Certificates of Lenders..................................................51
4.7 Substitution of Lenders..................................................51
4.8 Survival.................................................................52

ARTICLE 5.CONDITIONS PRECEDENT...............................................52
5.1 Conditions of Initial Loans..............................................52
5.2 Conditions to All Credit Extensions......................................54

ARTICLE 6.REPRESENTATIONS AND WARRANTIES.....................................55
6.1 Corporate Existence and Power............................................55
6.2 Corporate Authorization; No Contravention................................55
6.3 Governmental Authorization...............................................56
6.4 Binding Effect...........................................................56
6.5 Litigation...............................................................56
6.6 No Default...............................................................56
6.7 ERISA Compliance.........................................................56
6.8 Use of Proceeds; Margin Regulations......................................57
6.9 Title to Properties......................................................57
6.10 Taxes...................................................................57
6.11 Financial Condition, Fiscal Year........................................58
6.12 Environmental Matters...................................................58
6.13 Collateral Documents....................................................58
6.14 Regulated Entities......................................................59
6.15 No Burdensome Restrictions..............................................59
6.16 Business and Collateral Locations.......................................59
6.17 Real Property...........................................................59
6.18 Intellectual Property; Licenses.........................................60
6.19 Subsidiaries............................................................60
6.20 Joint Ventures..........................................................60
6.21 Solvency................................................................61
6.22 Swap Obligations........................................................61
6.23 Material Contracts; Labor Matters.......................................61
6.24 Insurance...............................................................61
6.25 Year 2000 Compliance....................................................61
6.26 Full Disclosure.........................................................61

ARTICLE 7.AFFIRMATIVE COVENANTS..............................................62
7.1 Financial Statements.....................................................62
7.2 Certificates; Other Information..........................................62
7.3 Borrowing Base Certificate...............................................63
7.4 Notices..................................................................63
7.5 Preservation of Corporate Existence, Etc.................................64
7.6 Maintenance of Property and Management...................................65
7.7 Insurance................................................................65
7.8 Payment of Obligations...................................................65
7.9 Compliance with Laws.....................................................65
7.10 Compliance with ERISA...................................................66
7.11 Inspection of Property and Books and Records............................66
7.12 Environmental Laws......................................................66
7.13 Use of Proceeds.........................................................66
7.14 Further Assurances......................................................66
7.15 Additional Guarantors...................................................67
7.16 Required Swap Contracts.................................................67

ARTICLE 8.NEGATIVE COVENANTS.................................................68
8.1 Liens....................................................................68
8.2 Liquidation: Change in Ownership or Name; Disposition or Acquisition
of Assets; Etc...............................................................69
8.3 Consolidations and Mergers...............................................70
8.4 Loans and Investments....................................................70
8.5 Acquisitions.............................................................71
8.6 Indebtedness.............................................................71
8.7 Transactions with Affiliates.............................................72
8.8 Use of Proceeds..........................................................72
8.9 Contingent Obligations...................................................72
8.10 Joint Ventures..........................................................73
8.11 Restricted Payments.....................................................73
8.12 ERISA...................................................................73
8.13 Change in Business......................................................73
8.14 Accounting Changes......................................................73
8.15 Intellectual Property...................................................73
8.16 Negative Pledges, Etc...................................................74

ARTICLE 9.FINANCIAL COVENANTS................................................74
9.1 Capital Expenditures.....................................................74
9.2 Leverage Ratio...........................................................74
9.3 Fixed Charge Coverage....................................................74
9.4 EBITDA...................................................................75

ARTICLE 10.EVENTS OF DEFAULT.................................................75
10.1 Event of Default........................................................75
10.2 Remedies................................................................77
10.3 Specified Swap Contract Remedies........................................78
10.4 Rights Not Exclusive....................................................78

ARTICLE 11.THE AGENT.........................................................78
11.1 Appointment and Authorization; "Agent" and "Issuing Bank"...............78
11.2 Delegation of Duties....................................................79
11.3 Liability of Agent......................................................79
11.4 Reliance by Agent.......................................................79
11.5 Notice Of Default.......................................................79
11.6 Credit Decision.........................................................80
11.7 Indemnification of Agent................................................80
11.8 Agent in Individual Capacity............................................80
11.9 Successor Agent; Successor Issuing Bank.................................81
11.10 Withholding Tax........................................................81
11.11 Collateral Matters.....................................................82

ARTICLE 12.MISCELLANEOUS.....................................................83
12.1 Amendments and Waivers..................................................83
12.2 Notices.................................................................84
12.3 No Waiver; Cumulative Remedies..........................................85
12.4 Costs and Expenses......................................................85
12.5 Obligors' Indemnification...............................................85
12.6 Marshalling; Payments Set Aside.........................................86
12.7 Successors and Assigns..................................................86
12.8 Assignments and Participations..........................................86
12.9 Confidentiality.........................................................88
12.10 Set-off................................................................88
12.11 Automatic Debits of Fees Upon Default..................................89
12.12 Notification of Addresses, Lending Offices, Etc........................89
12.13 Counterparts...........................................................89
12.14 Severability...........................................................89
12.15 No Third Parties Benefited.............................................89
12.16 Governing Law and Jurisdiction.........................................89
12.17 WAIVER OF JURY TRIAL...................................................90
12.18 Conflicts..............................................................90
12.20 Entire Agreement.......................................................91





                                       -1-

                                CREDIT AGREEMENT


     PREAMBLE:  THIS  CREDIT  AGREEMENT,  dated  as of  January  15,  1998  (the
"Agreement Date"), is made by and among LAW COMPANIES GROUP, INC., a corporation
organized  under the laws of the State of Georgia,  United States  ("LCGI"),  as
Borrowers'  Representative and as a Guarantor; LAW ENGINEERING AND ENVIRONMENTAL
SERVICES,  INC., a corporation organized under the laws of the State of Georgia,
United States ("U.S.  Borrower"),  and GIBB LTD, a company  organized  under the
laws of the United Kingdom ("International Borrower"; the International Borrower
and the U.S. Borrower sometimes  hereinafter  called,  collectively,  herein the
"Borrowers" or,  individually,  a "Borrower"),  as Borrowers;  LAW ENVIRONMENTAL
CONSULTANTS,  INC.,  a  corporation  organized  under  the laws of the  State of
Georgia,  United  States  ("LECI"),  LAW  INTERNATIONAL,   INC.,  a  corporation
organized under the laws of the State of Georgia,  United States  ("LII"),  GIBB
INTERNATIONAL  HOLDINGS,  INC., a  corporation  organized  under the laws of the
State of Delaware ("GIH"), and GIBB HOLDINGS LTD., a corporation organized under
the laws of the United  Kingdom  ("GHL";  GHL, GIH, LII and LECI,  together with
other Subsidiaries  becoming Guarantors  hereafter pursuant to the operation and
effect of Section 7.15,  are sometimes  hereinafter  called,  collectively,  the
"Subsidiary  Guarantors"  and,  individually,   a  "Subsidiary  Guarantor"),  as
additional Guarantors; BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a
national  banking  association  organized  under the laws of the  United  States
("BOA"),  acting  individually  and  through  its London  Branch (in such latter
capacity,  BOA is sometimes called herein,  "BOAL"), as Issuing Bank,  Overdraft
Bank,  International Agent and a Lender; BANK OF AMERICA, FSB, a federal savings
bank organized under the laws of the United States ("BOAFSB"), as U.S. Agent and
a Lender;  and any other financial  institutions  party hereto from time to time
(herein sometimes called, collectively,  together with BOA, BOAL and BOAFSB, the
"Lenders" or, individually,  a "Lender"), as Lenders; for the purpose of setting
forth the terms,  covenants and conditions  governing  certain credit facilities
which the Lenders are making  available to the Borrowers at the request of LCGI,
as their representative (LCGI, acting in such capacity,  herein sometimes called
the "Borrowers'  Representative"),  consisting,  initially, of (i) a $40 million
revolving  credit  facility  being made available to the U.S.  Borrower,  (ii) a
(pound)11  million combined  revolving credit and overdraft  facility being made
available to the  International  Borrower,  (iii) a $2,664,000  credit facility,
initially,  increasing ultimately to $7,992,000,  for capital expenditures being
made available to the U.S. Borrower, and (iv) a (pound) 800,000 credit facility,
initially,  increasing ultimately to (pound)2,400,000,  for capital expenditures
being made available to the International Borrower. NOW, THEREFORE, for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

          I.1 Certain  Defined  Terms.  The  following  terms have the following
     meanings:  

          "Affiliate" means, as to any Person, any other Person which,  directly
     or  indirectly,  is in control  of, is  controlled  by, or is under  common
     control  with,  such Person.  A Person  shall be deemed to control  another
     Person if the controlling  Person  possesses,  directly or indirectly,  the
     power to direct or cause the  direction of the  management  and policies of
     the other  Person,  whether  through the  ownership  of voting  securities,
     membership interests, by contract, or otherwise.
                                                                                
          "Agent" shall mean either the U.S. Agent or the  International  Agent;
     and "Agents" shall refer, collectively,  thereto;  provided,  however, that
     wherever the term "Agent" is used, unless otherwise  expressly  provided or
     where the context otherwise  clearly requires,  "Agent" shall mean the U.S.
     Agent.

          "Agent-Related  Persons"  means  each  Agent,  Issuing  Bank  and  the
     Overdraft Bank, together with their respective Affiliates and the officers,
     directors,  employees,  agents and  attorneys-in-fact  of such  Persons and
     Affiliates.
 
          "Agent's  Payment Office" means the address for payments to each Agent
     set forth on Rider 1 or such  other  address as each Agent may from time to
     time specify.
 
          "Aggregate  Revolving Credit  Obligations" means, as of any particular
     time,  the sum of (a) the  Aggregate  Revolving  Dollar  Obligations,  plus
     (b) the  Equivalent  Amount (in Dollars) of the Aggregate  Revolving  Pound
     Obligations.

          "Aggregate  Revolving Dollar  Obligations" means, as of any particular
     time, the sum of (a) all Revolving Dollar Loans then outstanding,  plus (b)
     all U.S. L/C Obligations then outstanding.

          "Aggregate  Revolving Pound  Obligations"  means, as of any particular
     time, the sum of (a) all Revolving Pound Loans then outstanding,  including
     the Equivalent Amount (in Pounds) of any such Revolving Pound Loans made in
     Alternative  Currencies,  plus (b) all  International  L/C Obligations then
     outstanding,   including   the   Equivalent   Amount  (in  Pounds)  of  any
     International L/C Obligations  issued in Alternative  Currencies,  plus (c)
     all Overdraft Pound Loans then outstanding.

          "Agreement"  means  this  Credit  Agreement,  as it may be  amended or
     modified from time to time.

         "Agreement Date" means the date first specified as such hereinabove.

          "Alternative  Currencies"  means  any  currencies  other  than  Pounds
     approved by the  International  Agent from time to time for the issuance of
     International  Letters of Credit or the making of  Revolving  Pound  Loans,
     Overdraft Pound Loans or CAPEX Pound Loans.

          "Applicable Percentage" means the appropriate applicable percentage(s)
     per  annum  corresponding  to the  Leverage  Ratio in effect as of the most
     recent Calculation Date (as defined below) as shown below:
<TABLE>
<CAPTION>


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

Pricing      Leverage Ratio  LIBOR Rate      Overdraft       Base Rate      Unused Line     U.S. Letter of       International
Level                        and LIBOR       Pound Loan      Percentage     Fee Percentage  Credit Fee           Letter of
                             Daily Rate      Rate                                           Percentage           Credit Fee
                             Percentage      Percentage                                                          Percentage
------------ --------------- --------------- --------------- -------------- --------------- -------------------- ----------------
------------ --------------- --------------- --------------- -------------- --------------- -------------------- ----------------
<S>          <C>                  <C>             <C>             <C>            <C>               <C>                <C>

     I       greater than         2.00%           2.00%           -.00%          .30%              1.50%              1.75%
             2.75:1
------------ --------------- --------------- --------------- -------------- --------------- -------------------- ----------------
------------ --------------- --------------- --------------- -------------- --------------- -------------------- ----------------

    II       2.25:1 to            1.75%           1.75%           -.00%          .25%              1.25%              1.75%
             2.75:1
------------ --------------- --------------- --------------- -------------- --------------- -------------------- ----------------
------------ --------------- --------------- --------------- -------------- --------------- -------------------- ----------------

    III      Below 2.25:1         1.50%           1.50%           -.25%          .20%              1.25%              1.75%
------------ --------------- --------------- --------------- -------------- --------------- -------------------- ----------------
</TABLE>

          The Applicable  Percentage  for Loans,  Unused Line Fees and Letter of
     Credit  Fees  shall,  in each case,  be  determined  by the U.S.  Agent and
     adjusted quarterly on that date (each, a "Calculation  Date") which is five
     (5) Business Days after the date by which the Borrowers'  Representative is
     required  to  provide  a  Compliance  Certificate  to  the  U.S.  Agent  in
     accordance with the provisions of Section 7.2(a);  provided,  however, that
     the initial Applicable Percentage for Loans, Unused Line Fees and Letter of
     Credit Fees shall be based on Pricing  Level I (as shown above),  and shall
     remain at Pricing  Level I until the first  Calculation  Date subsequent to
     March 31,  1998 and,  thereafter,  the Pricing Level shall be determined by
     the  then  current   Leverage  Ratio  calculated  as  of  the  most  recent
     Calculation  Date;  and,   provided,   further,   that  if  the  Borrowers'
     Representative  fails to  provide  a  Compliance  Certificate  required  by
     Section 7.2(a)  on or before the then most  recent  Calculation  Date,  the
     Applicable Percentage for Loans, Unused Line Fees and Letter of Credit Fees
     shall be based on  Pricing  Level I  unless  and  until  such  time that an
     appropriate  Compliance  Certificate is provided to the Agent whereupon the
     Pricing Level shall be determined by the then current Leverage Ratio.  Each
     Applicable  Percentage  shall be effective from one Calculation  Date until
     the next  Calculation  Date. Any  adjustment in the  Applicable  Percentage
     shall be applicable to all existing Loans and Letters of Credit existing on
     the as well as any new Loans made or Letters  of Credit  issued  subsequent
     thereto but prior to the next.

         "Assignee" has the meaning specified in Section 12.8(a).

          "Assignment of Intercompany Notes" means all documents and instruments
     executed  by each  Borrower  in  connection  with the  satisfaction  of the
     obligations of such Borrower set forth in Section  8.6(h);  as the same may
     be modified, supplemented or amended from time to time.

          "Attorney   Costs"  means  and  includes  the   reasonable   fees  and
     disbursements  of any law firm or other  external  counsel,  the reasonable
     allocated cost of internal legal services and the reasonable  disbursements
     of internal counsel.

          "Available  Commitment" means,  collectively,  the Available Revolving
     Dollar  Loan  Commitment  and the  Equivalent  Amount (in  Dollars)  of the
     Available Pound Loan Commitment.

          "Available   Revolving  Dollar  Loan  Commitment"  means,  as  of  any
     particular  time, (a) the amount of the Revolving  Dollar Loan  Commitment,
     minus (b) all Aggregate Revolving Dollar Obligations then outstanding.

          "Available   Revolving  Pound  Loan  Commitment"   means,  as  of  any
     particular  time,  (a) the amount of the Revolving  Pound Loan  Commitment,
     minus (b) all Aggregate Revolving Pound Obligations then outstanding.

          "Bankruptcy Code" means the Federal  Bankruptcy Reform Act of 1978 (11
     U.S.C. Section 101, et seq.);

          "Base  Rate"  means,  for any day,  the rate of interest in effect for
     such day as publicly  announced  from time to time by the Reference Bank at
     its home office as its "reference rate." The "reference rate" is a rate set
     by the Reference  Bank based upon various  factors  including its costs and
     desired return,  general economic conditions and other factors, and is used
     as a reference point for pricing some loans, which may be priced at, above,
     or below such announced rate. Any change in the reference rate announced by
     the Reference  Bank shall take effect at the opening of business on the day
     specified in the public announcement of such change.

          "Base Rate Loan" means a Loan that bears  interest at a per annum rate
     equal to the Base  Rate in effect  from  time to time  plus the  Applicable
     Percentage.

          "BOA"  has the  meaning  given to such  term in the  preamble  to this
     Agreement.

          "BOAFSB"  has the meaning  given to such term in the  preamble to this
     Agreement.

          "BOAL"  has the  meaning  given to such term in the  preamble  to this
     Agreement.

          "Borrowers'  Representative" has the meaning given to such term in the
     preamble to this Agreement.

          "Borrowers" and "Borrower" shall have the meanings given to such terms
     in the preamble to this Agreement.

          "Borrowing"  means a borrowing  hereunder  consisting  of Loans of the
     same Type made to a Borrower on the same day by the Lenders  under  Article
     II, and, other than in the case of Base Rate Loans,  Overdraft  Pound Loans
     and LIBOR Daily Rate Loans, having the same Interest Period.

          "Borrowing Base" means, at any particular time, the lesser of: (i) the
     Revolving Loan Amount; or (ii) the product of (a) 2.75 times (b) EBITDA for
     the most recent  twelve (12) fiscal month period of LCGI for which  monthly
     financial statements are then available.

          "Borrowing Base  Certificate"  means a document  substantially  in the
     form of Exhibit A hereto, with appropriate  insertions,  or such other form
     as shall be acceptable to the Agent,  as it may be amended or modified from
     time to time,  pursuant to which a  Responsible  Officer of the  Borrowers'
     Representative shall certify the Borrowing Base.

          "Borrowing Base Deficiency"  means any condition wherein the Aggregate
     Revolving Credit  Obligations exceed the Borrowing Base as set forth on the
     most recent  Borrowing Base  Certificate  delivered to the U.S. Agent or as
     otherwise reasonably determined by the U.S. Agent.

          "Borrowing  Date"  means any date on which a  Borrowing  occurs  under
     Section 2.3.

         "Borrowing Limitations" has the meaning set forth in Section 2.4(a).

          "Business  Day" means any day other than a  Saturday,  Sunday or other
     day on which  commercial  banks  in  Atlanta,  Georgia  are  authorized  or
     required by law to close and, if the applicable Business Day relates to any
     LIBOR Rate Loan,  LIBOR Daily Rate Loan,  Revolving  Pound Loan,  Overdraft
     Pound  Loan or  International  L/C  Obligation,  means  such a day on which
     dealings  are  carried  on in  London,  England  and any  other  applicable
     offshore dollar interbank market.

          "CAPEX  Dollar Loan  Amount"  means an amount of up to Two Million Six
     Hundred Sixty-Four Thousand Dollars ($2,664,000),  initially; increasing to
     Five Million Three Hundred  Twenty-Eight  Thousand Dollars  ($5,328,000) on
     the first  anniversary  of the  Agreement  Date;  and  increasing  to Seven
     Million Nine Hundred Ninety-Two Thousand Dollars ($7,992,000) on the second
     anniversary  of the Closing  Date; as it may be reduced at any time or from
     time to time by the U.S. Borrower pursuant to Section 2.6.

          "CAPEX Dollar Loan  Commitment"  means the several  obligations of the
     U.S.  Lenders to make advances of loaned funds in an aggregate amount of up
     to the CAPEX Dollar Loan Amount to the U.S.  Borrower pursuant to the terms
     hereof.

          "CAPEX Dollar Loan Notes" means those certain  Promissory  Notes, each
     to  be  dated  as of  the  disbursement  date  of  the  CAPEX  Dollar  Loan
     corresponding thereto,  issued by the U.S. Borrower to each U.S. Lender, to
     evidence  its Pro Rata  Share of each  CAPEX  U.S.  Loan made  pursuant  to
     Section 2.2,  in  substantially  the  form of  Exhibit  B  hereto;  and any
     extensions, renewals, or amendments to, or replacements of, the foregoing.

          "CAPEX Dollar Loans" means, collectively, all advances of loaned funds
     made by the U.S.  Lenders to the U.S.  Borrower under the CAPEX Dollar Loan
     Commitments, not to exceed, in aggregate principal amount, the CAPEX Dollar
     Loan Commitment, and evidenced by the CAPEX Dollar Loan Notes. "CAPEX Loan"
     shall refer, individually, thereto.

          "CAPEX Loan  Commitment"  means,  collectively,  the CAPEX Dollar Loan
     Commitment and the CAPEX Pound Loan Commitment.

          "CAPEX Loan Notes"  means,  collectively,  the CAPEX Dollar Loan Notes
     and the CAPEX Pound Loan Notes.  "CAPEX Loan Note" shall refer individually
     thereto.

          "CAPEX  Loans"  means,  collectively,  the CAPEX  Dollar Loans and the
     CAPEX Pound Loans. "CAPEX Loan" shall refer individually thereto.

          "CAPEX Pound Amount"  means an amount of up to Eight Hundred  Thousand
     Pounds (800,000),  initially;  increasing  to One  Million  Six  Hundred
     Thousand  Pounds  (1,600,000)  on the first  anniversary of the Agreement
     Date;  and  increasing  to  Two  Million  Four  Hundred   Thousand   Pounds
     (2,400,000) on the second anniversary of the Agreement Date; as it may be
     reduced  at any  time or from  time to time by the  International  Borrower
     pursuant to Section 2.6.

          "CAPEX Pound Loan  Commitment"  means the several  obligations  of the
     International  Lenders to make  advances  of loaned  funds in an  aggregate
     amount of up to the CAPEX Pound Loan Amount to the  International  Borrower
     pursuant to the terms hereof.

          "CAPEX Pound Loan Notes" means those certain Promissory Notes, each to
     be dated as of the disbursement date of the CAPEX Pound Loan  corresponding
     thereto, issued by the International Borrower to each International Lender,
     to evidence  its Pro Rata Share of each CAPEX  Pound Loan made  pursuant to
     Section  2.2,  in  substantially  the form of  Exhibit  C  hereto;  and any
     extensions, renewals, or amendments to, or replacements of, the foregoing.

          "CAPEX Pound Loans" means, collectively,  all advances of loaned funds
     made by the International  Lenders to the International  Borrower under the
     CAPEX Pound Loan Commitment,  not to exceed, in aggregate principal amount,
     the CAPEX  Pound Loan  Commitment,  and  evidenced  by the CAPEX Pound Loan
     Notes. "CAPEX Pound Loan" shall refer individually thereto.

          "Capital  Adequacy   Regulation"  means  any  guideline,   request  or
     directive of any central bank or other Governmental Authority, or any other
     law, rule or regulation,  whether or not having the force of law (but which
     any affected  Lenders  recognize as having the force of law), in each case,
     regarding capital adequacy of any bank or of any corporation  controlling a
     bank.

          "Capital  Expenditures"  means,  for any  fiscal  year of LCGI and its
     consolidated  Subsidiaries,  the sum of (a)  the  aggregate  amount  of all
     expenditures  of or  Indebtedness  incurred  by such  Persons  for fixed or
     capital  assets made during such period  which,  in  accordance  with GAAP,
     would be classified as capital  expenditures,  and (b) the aggregate amount
     of all Capitalized  Lease  Obligations of such Persons incurred during such
     period,  and (c) the  aggregate  amount  of all  capitalized  research  and
     development costs as shown on the consolidated  balance sheet and cash flow
     statement of LCGI, and such consolidated Subsidiaries for such fiscal year.

          "Capital Stock" means, as applied to any Person,  any capital stock of
     such Person, regardless of class or designation, and all warrants, options,
     purchase  rights,  conversion or exchange rights,  voting rights,  calls or
     claims of any character with respect thereto.

          "Capitalized  Lease" means any lease which is or should be capitalized
     on the balance sheet of the lessee in accordance with GAAP.

          "Capitalized Lease Obligations" means, with respect to any Person, all
     monetary  obligations of such Person under any Capitalized Leases, and, for
     purposes of this Agreement and each other Loan Document, the amount of such
     obligations  shall  be  the  capitalized  amount  thereof,   determined  in
     accordance with GAAP, and the stated maturity  thereof shall be the date of
     the last  payment of rent or any other  amount  due under such  Capitalized
     Lease  prior to the first  date upon which  such  Capitalized  Lease may be
     terminated by the lessee without payment of a penalty.

          "Cash  Collateralize"  means to pledge and deposit  with or deliver to
     the appropriate  Collateral  Agent, for the benefit of the Issuing Bank and
     the Lenders,  as additional  collateral  for the L/C  Obligations,  cash or
     deposit account  balances  pursuant to  documentation in form and substance
     reasonably  satisfactory  to such  Collateral  Agent and the  Issuing  Bank
     (which  documents are hereby  consented to by the Lenders).  Derivatives of
     such term  shall  have  corresponding  meaning.  Cash  collateral  shall be
     maintained in blocked, non-interest bearing deposit accounts as directed by
     the appropriate Collateral Agent.

          "CERCLA" has the meaning specified in the definition of "Environmental
     Laws."

          "Change in Control" means the occurrence of any of the following:  (a)
     any Person (other than a Person that, as of the  Agreement  Date,  owns, or
     has the right vote, ten percent (10%) or more of the outstanding  shares of
     voting  securities of LCGI) or group (as such term is defined in Rule 13d-5
     under  the  Exchange  Act) of  Persons  shall  as a result  of a tender  or
     exchange  offer,  open  market  purchase,   merger,   privately  negotiated
     purchases or otherwise, have become, directly or indirectly, the beneficial
     owner  (within the meaning of Rule 13d-3 of the Exchange Act) of securities
     having  twenty  percent  (20%) or more of the ordinary  voting power of the
     then  outstanding  securities of LCGI;  or (b)  subsequent to the Agreement
     Date,  either  Bruce  Coles or Robert  Fooshee  shall  cease to be actively
     involved  in the  day-to-day  executive  management  of LCGI,  unless  such
     individual is replaced with an  individual  equally  acceptable to the U.S.
     Agent as soon as practicable but in any event within ninety (90) days.

          "Code"  means  the  Internal  Revenue  Code of 1986,  and  regulations
     promulgated thereunder.

          "Collateral" means all property and interests in property and proceeds
     thereof  now owned or  hereafter  acquired by any Person in or upon which a
     Lien now or hereafter  exists in favor of any Obligee,  individually  or as
     agent for itself and/or other  Obligees,  whether  under this  Agreement or
     under any other Collateral Documents.

          "Collateral  Agent"  means:  (i)  BOAFSB  with  respect  to  all  U.S.
     Collateral; and (ii) BOAL, with respect to all International Collateral.

          "Collateral   Documents"   means,   collectively,   (i)  the  Security
     Agreements,  the Stock Pledge  Agreements,  the Assignment of  Intercompany
     Notes, and all other security agreements, mortgages, deeds of trust, patent
     and trademark assignments, lease assignments,  guarantees and other similar
     agreements  between or among any  Obligors and  Obligees,  now or hereafter
     delivered  to  any  Obligees   pursuant  to  or  in  connection   with  the
     transactions   contemplated   hereby,  and  all  financing  statements  (or
     comparable  documents now or hereafter filed in accordance with the Uniform
     Commercial  Code or comparable  law) against any Obligor as debtor in favor
     of any Obligee,  as secured party,  and (ii) any  amendments,  supplements,
     modifications,  renewals, replacements,  consolidations,  substitutions and
     extensions of any of the foregoing.

          "Commitments"   means,   collectively,   the  Revolving   Dollar  Loan
     Commitment,  the  Revolving  Pound Loan  Commitment,  the CAPEX Dollar Loan
     Commitment and the CAPEX Pound Loan Commitment.

          "Commitment  Percentages"  means the  percentages in which the Lenders
     are severally  bound to satisfy the  Commitments as shall be in effect from
     time to time; such percentages as of the Agreement Date are as set forth on
     Rider 2 hereto.

          "Compliance Certificate" means a certificate substantially in the form
     of Exhibit D.

          "Contingent  Obligation"  means,  as to  any  Person,  any  direct  or
     indirect  liability  of that  Person,  whether or not  contingent,  with or
     without recourse,  (a) with respect to any Indebtedness,  lease,  dividend,
     letter of credit or other obligation (the "primary obligations") of another
     Person (the "primary obligor"), including any obligation of that Person (i)
     to purchase,  repurchase or otherwise  acquire such primary  obligations or
     any security therefor,  (ii) to advance or provide funds for the payment or
     discharge of any such primary obligation, or to maintain working capital or
     equity  capital of the primary  obligor or  otherwise  to maintain  the net
     worth or solvency or any balance  sheet item,  level of income or financial
     condition of the primary obligor, (iii) to purchase property, securities or
     services  primarily  for the  purpose  of  assuring  the  owner of any such
     primary obligation of the ability of the primary obligor to make payment of
     such primary  obligation,  or (iv) otherwise to assure or hold harmless the
     holder of any such  primary  obligation  against  loss in  respect  thereof
     (each, a "Guaranty Obligation");  (b) with respect to any Surety Instrument
     (other than any Letter of Credit)  issued for the account of that Person or
     as to which that Person is otherwise  liable for  reimbursement of drawings
     or payments;  (c) to purchase  any  materials,  supplies or other  property
     from, or to obtain the services of, another Person if the relevant contract
     or other  related  document or  obligation  requires  that payment for such
     materials,  supplies or other property, or for such services, shall be made
     regardless  of  whether  delivery  of such  materials,  supplies  or  other
     property is ever made or tendered,  or such services are ever  performed or
     tendered,  or (d) in  respect  of any  Swap  Contract.  The  amount  of any
     Contingent  Obligation  (other  than any in respect of the Swap  Contracts)
     shall, in the case of Guaranty  Obligations,  be deemed equal to the stated
     or determinable  amount of the primary  obligation in respect of which such
     Guaranty  Obligation is made or if less,  the maximum  stated amount of the
     Guaranty  Obligation  or, if not stated or if  indeterminable,  the maximum
     reasonably  anticipated  liability in respect  thereof;  and in the case of
     other Contingent Obligations other than in respect of Swap Contracts, shall
     be equal to the maximum reasonably anticipated liability in respect thereof
     and, in the case of  Contingent  Obligations  in respect of Swap  Contracts
     shall be equal to the amount that would be determined if such Swap Contract
     were  terminated  on such date of  determination,  taking into  account any
     legally  enforceable  netting  arrangement  relating to such Swap  Contract
     (such amount, "Swap Termination Value").

          "Contractual Obligation" means, as to any Person, any provision of any
     security issued by such Person or of any agreement, undertaking,  contract,
     indenture,  mortgage,  deed of  trust  or  other  instrument,  document  or
     agreement  to  which  such  Person  is a party or by which it or any of its
     property is bound.

          "Conversion/Continuation   Date"  means  any  date  on  which,   under
     Section 2.5,  a Borrower,  acting through the Borrowers' Representative (a)
     converts  Loans of one Type to another  Type,  or (b) continues as Loans of
     the same  Type,  but with a new  Interest  Period,  Loans  having  Interest
     Periods expiring on such date.

          "Credit  Extension"  means and  includes  (a) the  making of any Loans
     hereunder, (b) the Issuance of any Letters of Credit hereunder, and (c) the
     taking of any other action similar in effect thereto by any Obligee.

          "Default"  means any event or circumstance  which,  with the giving of
     notice,  the  lapse of time,  or both,  would  (if not  cured or  otherwise
     remedied during such time) constitute an Event of Default.

          "Default  Rate"  means a simple per annum  interest  rate equal to two
     percent  (2%) per annum in  excess  of the  interest  rate  otherwise  then
     applicable to any Obligations.

          "Dollars",  "dollars"  or "$" shall  mean  lawful  money of the United
     States.

          "EBITDA" means, for any period, for LCGI, on a consolidated basis, the
     net income for such period  (computed  without regard to any  extraordinary
     gains or extraordinary losses), plus without duplication, and to the extent
     reflected as charges in the  statement  of net income for such period,  the
     sum of (a)  income  taxes,  (b)  interest  expense,  (c)  depreciation  and
     amortization expense.

          "EBIRT"  means,  for any  particular  fiscal  period,  for LCGI,  on a
     consolidated basis, the net income for such period (computed without regard
     to any  extraordinary  gains or  extraordinary  losses),  plus (i)  without
     duplication,  to the extent  reflected  as charges in the  statement of net
     income for such period,  the sum of (a) income taxes, (b) interest expense,
     (c) rent expense.

          "Eligible  Assignee"  means (a) a commercial  bank or other  financial
     institution  organized  under  the laws of the  United  States,  any  state
     thereof or England,  and having a combined  capital and surplus of at least
     One  Hundred  Million  Dollars  ($100,000,000)  (or the  Equivalent  Amount
     thereof in Pounds);  (b) a commercial bank or other  financial  institution
     organized  under  the laws of any  other  country  which is a member of the
     Organization for Economic  Cooperation and Development  (the "OECD"),  or a
     political  subdivision of any such country,  and having a combined  capital
     and surplus of at least One Hundred Million Dollars  ($100,000,000) (or the
     Equivalent  Amount thereof in Pounds or Alternative  Currency,  as the case
     may be);  and (c) a Person  that is  primarily  engaged in the  business of
     commercial  banking or asset based  lending and that is an  Affiliate  of a
     Lender.

          "Eligible  Capital Assets" means new or used  equipment,  machinery or
     fixtures  purchased by a Borrower on or subsequent  to the  Agreement  Date
     which are used or useful in the ordinary course of such Borrower's business
     operations and which the appropriate  Agent, in the reasonable  exercise of
     its discretion,  otherwise determines to be eligible for financing with one
     or more CAPEX Loans.

          "Environmental  Claims" means all claims by any Governmental Authority
     or  other  Person  alleging  potential   liability  or  responsibility  for
     violation of any Environmental Laws.

          "Environmental Laws" means the Resource Conservation and Recovery Act,
     42 U.S.C.  Section 690 et seq., the Comprehensive  Environmental  Response,
     Compensation  and  Liability  Act  of  1980,  as  amended  ("CERCLA"),  any
     so-called "Superfund" or "Superlien" law, the Toxic Substances Control Act,
     and any successor statute of similar import,  together with the regulations
     thereunder,  in each  case as in effect  from  time to time,  and any other
     applicable federal,  English,  European community,  state or local statute,
     law,  ordinance,  code, rule,  regulation,  guideline,  order or decree, or
     other  requirement  regulating,  relating  to,  or  imposing  liability  or
     standards of conduct (including,  but not limited to, permit  requirements,
     and emission or effluent  restrictions)  concerning any Hazardous Materials
     or any hazardous,  toxic or dangerous waste,  substance or constituent,  or
     any pollutant or contaminant or other substance,  whether solid,  liquid or
     gas, or otherwise relating to public health and safety and/or protection of
     the environment,  as now or at any time hereafter in effect.  References to
     sections  of any such  statute  shall  be  construed  to also  refer to any
     successor sections.

          "Equivalent  Amount"  means (i) whenever  this  Agreement  requires or
     permits a  determination  on any date of the  equivalent  in  Dollars of an
     amount expressed in Pounds,  the equivalent  amount in Dollars of an amount
     expressed in Pounds as determined by the appropriate  Agent, in good faith,
     on such date on the basis of the Spot Rate for the purchase of Dollars with
     such Pounds on the relevant  Computation  Date provided for  hereunder;  or
     (ii) whenever this Agreement or any other Loan Document requires or permits
     a determination on any date of the equivalent amount in Pounds of an amount
     expressed in any Alternative  Currency,  the equivalent amount in Pounds of
     an amount  expressed  in the  Alternative  Currency  as  determined  by the
     appropriate  Agent,  in good  faith,  on such date on the basis of the Spot
     Rate for the purchase of such Pounds with the  Alternative  Currency on the
     relevant computation date provided for hereunder.

          "ERISA" means the Employee Retirement Income Security Act of 1974, and
     regulations promulgated thereunder.

          "ERISA  Affiliate"  means  any  trade  or  business  (whether  or  not
     incorporated)  under common control with either Borrower within the meaning
     of  Section 414(b)  or (c) of the Code (and Sections  414(m) and (o) of the
     Code for purposes of provisions relating to Section 412 of the Code)

          "ERISA  Event" means (a) a Reportable  Event with respect to a Pension
     Plan;  (b) a withdrawal by either  Borrower or any ERISA  Affiliate  from a
     Pension Plan subject to  Section 4063  of ERISA during a plan year in which
     it was a substantial employer (as defined in  Section 4001(a)(2)  of ERISA)
     or a cessation of  operations  which is treated as such a withdrawal  under
     Section 4062(e)  of ERISA;  (c) a complete or partial  withdrawal by either
     Borrower or any ERISA Affiliate from a  Multiemployer  Plan or notification
     that a Multiemployer Plan is in reorganization;  (d) the filing of a notice
     of intent to terminate,  the treatment of a Plan amendment as a termination
     under Section 4041 or 4041A of ERISA, or the commencement of proceedings by
     the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or
     condition  which might  reasonably be expected to constitute  grounds under
     Section 4042  of ERISA  for the  termination  of, or the  appointment  of a
     trustee to administer,  any Pension Plan or Multiemployer  Plan; or (f) the
     imposition  of any  liability  under  Title IV of  ERISA,  other  than PBGC
     premiums due but not delinquent  under  Section 4007 of ERISA,  upon either
     Borrower or any ERISA Affiliate.

          "Estimated   Remediation   Costs"  means  all  costs  associated  with
     performing work to remediate contamination of real property or groundwater,
     including  engineering and other  professional fees and expenses,  costs to
     remove,  transport  and  dispose of  contaminated  soil,  costs to "cap" or
     otherwise contain  contaminated soil, and costs to pump and treat water and
     monitor water quality.

          "Event of Default" means any of the events or circumstances  specified
     in Section 10.1.

          "Exchange  Act"  means  the  Securities  Exchange  Act  of  1934,  and
     regulations promulgated thereunder.

          "FDIC"  means  the  Federal  Deposit  Insurance  Corporation,  and any
     Governmental Authority succeeding to any of its principal functions.

          "Federal  Funds Rate"  means,  for any day,  the rate set forth in the
     weekly  statistical  release  designated  as H.15 (519),  or any  successor
     publication,  published by the Federal  Reserve Bank of New York (including
     any such successor,  H.15 (519)) on the preceding Business Day opposite the
     caption "Federal Funds (Effective)";  or, if for any relevant day such rate
     is not so published on any such  preceding  Business Day, the rate for such
     day will be the arithmetic mean as determined by the Agent of the rates for
     the last  transaction  in overnight  Federal funds  arranged prior to 12:00
     p.m. (New York City time) on that day by each of three  leading  brokers of
     Federal funds transactions in New York, New York selected by the Agent.

         "Fee Letter" has the meaning specified in Section 2.12(a).

         "FEMA" has the meaning specified in Section 2.18.

          "Foreign Exchange Agreement" means a foreign currency exchange hedging
     product  agreement  providing  foreign currency  exchange  protection,  and
     arising at any time between  either  Borrower,  on the one hand, and one or
     more of the Lenders (or an  Affiliate of a Lender),  on the other hand,  as
     such agreement may be modified, supplemented or amended, and in effect from
     time to time.

          "FRB" means the Board of Governors of the Federal Reserve System,  and
     any Governmental Authority succeeding to any of its principal functions.

          "Funded Debt" means, without double-counting,  with respect to LCGI on
     a consolidated basis with its Subsidiaries for any twelve (12) month fiscal
     period,  the arithmetic  average  Equivalent Amount in Dollars  outstanding
     during such period of the following:  (i Indebtedness  for money borrowed;
     (ii) Indebtedness   represented  by  notes  payable  and  drafts   accepted
     representing  extensions  of credit,  (iii) all  obligations  evidenced  by
     bonds,   debentures,   notes  or  other   similar   instruments,   (iv) all
     Indebtedness  upon which interest  charges are  customarily  paid,  (v) all
     Capitalized  Lease  Obligations,  (vi) all  reimbursement  obligations with
     respect to  outstanding  letters of  credit,  including  Letters of Credit,
     (vii) all  Indebtedness  issued or assumed as full or partial  payment  for
     property  or services  (other  than  accrued  expenses  and trade  payables
     arising in the ordinary course of business, but only if and so long as such
     accounts are payable on trade terms customary in the industry),  whether or
     not  any  such  notes,  drafts,   obligations  or  Indebtedness   represent
     Indebtedness  for  money  borrowed,   and  (viii)  the  principal   balance
     outstanding  under any  synthetic  lease,  tax retention  operating  lease,
     off-balance sheet loan or similar off-balance sheet financing product where
     such transaction is considered borrowed money indebtedness for tax purposes
     but is classified as an operating lease in accordance with GAAP.

          "Further  Taxes"  means any and all present or future  taxes,  levies,
     assessments,  imposts,  duties,  deductions,  fees, withholdings or similar
     charges  (including,  without  limitation,  net income taxes and  franchise
     taxes),   and  all  liabilities  with  respect  thereto,   imposed  by  any
     jurisdiction on account of amounts payable or paid pursuant to Section 4.1.

         "FX Lender" has the meaning set forth in Section 2.18.

          "FX Trading  Office"  means the office (if any)  designated  as the FX
     Trading  Office on Rider 1,  or such other  office as BOAFSB may  designate
     from time to time.

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

          "Governmental Authority" means any nation or government,  any state or
     other political  subdivision thereof, any central bank (or similar monetary
     or  regulatory   authority)  thereof,  any  entity  exercising   executive,
     legislative,   judicial,  regulatory  or  administrative  functions  of  or
     pertaining  to  government,  and any  corporation  or other entity owned or
     controlled,  through stock or capital ownership or otherwise, by any of the
     foregoing.

          "Guarantors" means, collectively, (i) LCGI, as to both Borrowers, (ii)
     the  U.S.  Borrower,  as to the  International  Borrower,  (iii)  any  U.S.
     Subsidiary which is a Subsidiary Guarantor, as to both Borrowers,  and (iv)
     any  International  Subsidiary which is a Subsidiary  Guarantor,  as to the
     International Borrower. "Guarantor" shall refer, individually, thereto. The
     term  "Guarantor"  shall be subject further to the limitations set forth in
     Section 2.19(a).

          "Guaranty  Obligation" has the meaning  specified in the definition of
     "Contingent Obligation" in Sectin 1.1.

          "Hazardous  Materials"  means all those  substances that are regulated
     by, or which may form the basis of liability under, any Environmental  Law,
     including  any  substance  identified  under  any  Environmental  Law  as a
     pollutant,  contaminant,  hazardous waste, hazardous  constituent,  special
     waste,  hazardous  substance,  hazardous material,  or toxic substance,  or
     petroleum or petroleum derived substance or waste.

         "Honor Date" has the meaning specified in Subsection 3.3(b).

          "Indebtedness"  of any  Person  means,  without  duplication,  (a) all
     indebtedness for borrowed money; (b) all obligations issued,  undertaken or
     assumed as the deferred  purchase price of property or services (other than
     trade payables  entered into in the ordinary course of business on ordinary
     terms);  (c) all non-contingent  reimbursement or payment  obligations with
     respect to Surety  Instruments;  (d) all  obligations  evidenced  by notes,
     bonds,   debentures  or  similar  instruments,   including  obligations  so
     evidenced  incurred in connection with the acquisition of property,  assets
     or  businesses;   (e)  all  indebtedness   created  or  arising  under  any
     conditional  sale or  other  title  retention  agreement,  or  incurred  as
     financing,  in either case with respect to property  acquired by the Person
     (even  though  the  rights  and  remedies  of the seller or bank under such
     agreement  in the event of default are limited to  repossession  or sale of
     such property); (f) all obligations with respect to capital leases; (g) all
     indebtedness  referred to in clauses  (a) through (f) above  secured by (or
     for which the holder of such Indebtedness has an existing right, contingent
     or  otherwise,  to be secured by) any Lien upon or in  property  (including
     accounts  and  contracts  rights)  owned by such  Person,  even though such
     Person  has  not  assumed  or  become   liable  for  the  payment  of  such
     Indebtedness;  and (h) all Guaranty  Obligations in respect of indebtedness
     or  obligations  of others of the kinds  referred to in clauses (a) through
     (g) above.  For all purposes of this  Agreement,  the  Indebtedness  of any
     Person shall include all recourse  Indebtedness of any partnership or joint
     venture or  limited  liability  company  in which such  Person is a general
     partner or a joint venturer or a member.

         "Indemnified Obligations" has the meaning specified in Section 12.5.

         "Indemnified Person" has the meaning specified in Section 12.5.

         "Independent Auditor" has the meaning specified in Subsection 7.1(a).

          "Insolvency  Proceeding"  means,  with respect to any Person,  (a) any
     case,  action or proceeding with respect to such Person before any court or
     other  Governmental  Authority  relating  to  bankruptcy,   reorganization,
     insolvency, liquidation, receivership, dissolution, winding-up or relief of
     debtors,  or (b) any  general  assignment  for the  benefit  of  creditors,
     composition,  Marshalling  of  assets  for  creditors,  or  other,  similar
     arrangement  in  respect  of its  creditors  generally  or any  substantial
     portion of its creditors;  undertaken under U.S. Federal,  state or foreign
     law, including the Bankruptcy Code.

          "Interest Payment Date" means: (i) as to any LIBOR Rate Loan, the last
     day of each Interest Period  applicable to such LIBOR Rate Loan;  provided,
     however,  that  if any  Interest  Period  for a  LIBOR  Rate  Loan  exceeds
     three (3)  months,  the dates that fall at the three (3)  month  intervals,
     after the  beginning and prior to the end of such  Interest  Period,  shall
     also be Interest  Payment Dates;  and (ii) as to any Base Rate Loan,  LIBOR
     Daily Rate Loan and  Overdraft  Pound Loan,  the last  Business Day of each
     month following its  disbursement or the date on which such Loan is paid in
     full or converted into another Type of Loan.

          "Interest  Period"  means,  as to any  LIBOR  Rate  Loan,  the  period
     commencing   on   the   Borrowing   Date   of   such   Loan   or   on   the
     Conversion/Continuation  Date  on  which  the  Loan  is  converted  into or
     continued  as an LIBOR Rate Loan,  and ending on the date one (1), two (2),
     three  (3) or six (6)  months  thereafter  as  selected  by the  Borrowers'
     Representative    in   its    Notice    of    Borrowing    or   Notice   of
     Conversion/Continuation; provided that:

          (1) if any Interest  Period would otherwise end on a day that is not a
     Business  Day,  that  Interest  Period  shall be extended to the  following
     Business Day unless,  in the case of an LIBOR Rate Loan, the result of such
     extension  would be to carry such  Interest  Period into  another  calendar
     month,  in which  event such  Interest  Period  shall end on the  preceding
     Business Day;

          (2) any Interest  Period  pertaining to an LIBOR Rate Loan that begins
     on the last  Business Day of a calendar  month (or on a day for which there
     is no  numerically  corresponding  day in the calendar  month at the end of
     such  Interest  Period)  shall end on the last Business Day of the calendar
     month at the end of such  Interest  Period;  (3) no Interest  Period  shall
     extend beyond the Maturity Date.

          "International  Agent" means BOAL,  acting in such capacity  hereunder
     and under the other Loan Documents.

          "International  Borrower"  has the  meaning  given to such term in the
     preamble to this Agreement.

          "International  Collateral"  means any  Collateral  in which a Lien is
     hereafter  granted by a  International  Obligor in favor of the  Collateral
     Agent.

          "International  L/C  Commitment"  means the  commitment of the Issuing
     Bank to issue  International  Letters of Credit,  and of the  International
     Lenders severally to participate in International  Letters of Credit,  from
     time to time  Issued  under  Article III,  of which  not more  than  Eleven
     Million Pounds  Sterling  (11,000,000)  (or the Equivalent  Amount in any
     Alternative  Currencies)  shall  be  made  available  to the  International
     Borrower and the  International  Subsidiaries  at any one time, as the same
     shall or may be reduced as a result of the reduction in the L/C  Commitment
     pursuant to Section2.6 or Section 2.7; provided that the International L/C
     Commitment  is a part of the  Revolving  Pound Loan  Commitment,  and not a
     separate, independent commitment.

          "International L/C Obligations" means at any time, the sum of: (a) the
     aggregate undrawn amount of all International  Letters of Credit (in Pounds
     or the  Equivalent  Amount in Pounds of any  Alternative  Currencies)  plus
     (b) the   aggregate  amount  of  all  then   unreimbursed   drawings  under
     International  Letters  of Credit in Pounds  (or the  Equivalent  Amount in
     Pounds of any Alternative Currencies).

          "International  Lenders" means those Lenders listed as  "International
     Lenders" on Rider 2 hereto and any assignees of International Lenders which
     hereafter  become parties hereto pursuant to and in accordance with Section
     11.8 hereof; and "International Lender" shall refer,  individually thereto.
     As of the Agreement Date, BOAL is the only International Lender.

          "International Letter of Credit" means any Letter of Credit other than
     a U.S. Letter of Credit.

          "International  Obligors"  means,   collectively,   the  International
     Borrower and each International  Subsidiary which is, or hereafter becomes,
     a Subsidiary Guarantor.

          "International  Subsidiary" means any direct or indirect Subsidiary of
     an Obligor,  whether existing on the Agreement Date or subsequent  thereto,
     which is not a U.S. Subsidiary.

          "IRS"  means  the  Internal  Revenue  Service,  and  any  Governmental
     Authority succeeding to any of its principal functions under the Code.

         "Issuance Date" has the meaning specified in Section 3.1(a).

          "Issue"  means,  with respect to any Letter of Credit,  to issue or to
     extend the expiry of, or to renew or increase the amount of, such Letter of
     Credit; and the terms "Issued," "Issuing" and "Issuance" have corresponding
     meanings.

          "Issuing  Bank" means (i) BOA,  for U.S.  Letters of Credit,  and (ii)
     BOAL, for  International  Letters of Credit;  together with any replacement
     letter of credit issuer arising under Section 11.9

          "Joint  Venture"  means  a  single-purpose  corporation,  partnership,
     limited  liability   company,   joint  venture  or  other,   similar  legal
     arrangement  (whether  created by contract or conducted  through a separate
     legal  entity)  now  or  hereafter  formed  by  the  LCGI  or  any  of  its
     Subsidiaries  with another  Person in order to conduct a common  venture or
     enterprise with such Person.

          "Judgment   Currency"  has  the  meaning  ascribed  to  such  term  in
     Section 2.17(c) hereof.

         "LCGI" has the meaning specified in the preamble to this Agreement.

          "L/C Amendment Application" means an application form for amendment of
     outstanding standby or commercial documentary letters of credit as shall at
     any time be in use at the Issuing Bank, as the Issuing Bank shall request.

          "L/C  Application"  means an application form for issuances of standby
     letters of credit as shall at any time be in use at the  Issuing  Bank,  as
     the Issuing Bank shall request.

          "L/C Commitments" means, collectively, the U.S. L/C Commitment and the
     International L/C Commitment.

          "L/C-Related   Documents"  means  the  Letters  of  Credit,   the  L/C
     Applications,  the  L/C  Amendment  Applications  and  any  other  document
     relating  to any  Letter of Credit,  including  any of the  Issuing  Bank's
     standard form documents for letter of credit issuances.

          "Lenders" means those financial institutions whose names are set forth
     on the signature pages hereof under the heading "Lenders" and the Overdraft
     Bank and any assignees of the Lenders and the Overdraft  Bank who hereafter
     become  parties  hereto  pursuant to and in  accordance  with  Section 12.8
     hereof;  and  "Lender"  shall  mean any one of the  foregoing  Lenders.  In
     addition to the foregoing,  unless the context  otherwise clearly requires,
     the term "Lender" shall also include any such institution,  or Affiliate of
     such  institution  (as the case may be), in its capacity as a Swap Provider
     or FX Lender.

          Lending  Office" means,  as to the Agent or any Lender,  the office or
     offices of the Agent or such Lender  specified as its  "Lending  Office" or
     "U.S.  Lending Office" or "International  Lending Office",  as the case may
     be, on Rider 1, or such other office or offices as the Lender may from time
     to time notify the Borrowers' Representative and each Agent.

          "Letters of Credit" means any commercial or standby  letters of credit
     (or  contracts of guaranty,  surety or indemnify  substantially  similar in
     effect thereto) Issued by the Issuing Bank pursuant to Article III.

          "Leverage  Ratio" shall mean the ratio of (i) total  Funded  Debt,  to
     (ii) EBITDA;  in each case,  determined  for the twelve (12) fiscal  months
     period ending on a fiscal quarter end of LCGI.

          "LIBOR Rate" means,  for each Interest Period in respect of LIBOR Rate
     Loans  comprising  part of the same  Borrowing,  an interest rate per annum
     (rounded  upward to the nearest 1/16th of l%) determined by the appropriate
     Agent pursuant to the following formula:

          (a) With  respect to LIBOR  Rate  Loans  denominated  in  Dollars,  as
     follows:

     -------------------- ------------------------------------------------------
     LIBOR Rate    =                      LIBOR
                          ------------------------------------------------------
                          ------------------------------------------------------
                                        1.00 - Offshore Reserve Percentage
     -------------------- ------------------------------------------------------

         Where,

          "Offshore  Reserve  Percentage"  means  for any  day for any  Interest
     Period the maximum  reserve  percentage  (expressed  as a decimal,  rounded
     upward to the nearest  1/16th of 1%) in effect on such day  (whether or not
     applicable to any Lender) under regulations issued from time to time by the
     FRB  for  determining  the  maximum  reserve  requirement   (including  any
     emergency, supplemental or other marginal reserve requirement) with respect
     to   eurocurrency   funding   (currently   referred  to  as   "Eurocurrency
     liabilities")  having a term comparable to such Interest  Period,  with the
     LIBOR Rate to be adjusted  automatically as of the date on which any change
     in the Offshore Reserve Percentage becomes effective; and

          "LIBOR"  means the rate of interest per annum  determined  by the U.S.
     Agent to be the  arithmetic  mean (rounded  upward to the nearest 1/16th of
     1%) of the  rates of  interest  per  annum  notified  to such  Agent by the
     Reference  Bank as the rate of  interest  at which  dollar  deposits in the
     approximate  amount of the Loan to be made or  continued  as, or  converted
     into,  a LIBOR  Rate  Loan by such  Reference  Bank and  having a  maturity
     comparable to such  Interest  Period would be offered to major banks in the
     London  interbank  market at their request at or about 11:00 a.m.  (Atlanta
     time) on the second Business Day prior to the commencement of such Interest
     Period.

          (b)  With  respect  to LIBOR  Rate  Loans  denominated  in  Pounds  or
     Alternative Currencies, as follows:

                          LIBOR Rate = LIBOR + MLA Cost

         Where,

          "LIBOR" means the rate of interest equal to the average among interest
     rates  (rounded  upwards,  if  necessary,  to the nearest 1/16 of 1%) as of
     11:00 a.m.  (London Time), on the Business Day of the  commencement of such
     Interest Period for a period  comparable to such Interest Period,  at which
     deposits in Pounds in Same Day Funds are offered to the International Agent
     in the London interbank market in the approximate  amount of the Loan to be
     made or continued as, or converted  into, a LIBOR Rate Loan  denominated in
     Pounds  or  the  Equivalent  Amount,  in  Pounds,  of  a  LIBOR  Rate  Loan
     denominated in an Alternative Currency.

          "MLA Cost"  means,  subject to  paragraph 3 below,  the rate per annum
     determined by the  International  Agent to be equal to the arithmetic  mean
     (rounded  to three  decimal  places with the  mid-point  rounded up) of the
     respective  rates  determined  by  the  International  Agent  as  the  rate
     resulting from the application of the following formula:

                             A (D-E) + BD + C (D-F)
                                   100 - (B+C)

          where on the date upon which the calculation  falls to be made:

          "A" is the level of secured loans which the Reference Bank is required
     by the Bank of  England to  maintain  with  members of the London  Discount
     Market  Association,  gilt-edged  market  makers and Stock  Exchange  money
     brokers or certain marketable or callable  securities  approved by the Bank
     of England, expressed as a percentage of Eligible Liabilities;

          "B" is the level of interest  free cash  balances  which the Reference
     Bank is  required  to maintain  with the Bank of  England,  expressed  as a
     percentage of Eligible Liabilities;

          "C" is the  level  of  interest-bearing  Special  Deposits  which  the
     Reference Bank is required to maintain with the Bank of England,  expressed
     as a percentage of Eligible Liabilities;

          "D" is the interest rate  expressed as a percentage per annum at which
     one, two or three months (as the case may be) sterling deposits are offered
     to the Reference Bank in the London Interbank Market at or about 11:00 a.m.
     (London time);

          "E" is the lower of D (above) and the  interest  rate  expressed  as a
     percentage  per annum  offered by discount  houses for secured  one, two or
     three month callable  fixtures (as the case may be) at or about  11:00 a.m.
     (London time); and

          "F" is the lower of D (above) and the  interest  rate  expressed  as a
     percentage  per annum payable by the Bank of England to the Reference  Bank
     on interest-bearing Special Deposits.

          1. For purposes hereof, Eligible Liabilities and Special Deposits have
     the meanings given to them at the time of application of the formula by the
     Bank of England.

          2. The MLA Cost shall be calculated by the  International  Agent at or
     about  11:00 a.m.  (London time) on the first day of each  Interest  Period
     and,  if  necessary,  on days  falling  at  intervals  of three (3)  months
     thereafter  during such Interest  Period;  the MLA Cost so calculated shall
     apply from and including the date on which the  calculation is made to, but
     excluding,  the date on which  the MLA Cost is next  calculated  or, as the
     case may require, the last day of the Interest Period in question.

          3. If there is any  change in  applicable  law or  regulation,  or the
     interpretation  thereof,  by any  governmental  authority  charged with the
     administration  thereof,  or in the nature of any request or requirement by
     the Bank of England,  or other applicable banking authority,  the effect of
     which is to impose, modify or deem applicable any reserve, special deposit,
     liquidity or similar  requirements  against assets held by, or deposits in,
     or for the account of, or advances by the  Reference  Bank, or in any other
     respect whatsoever,  the International Lender shall be entitled to vary the
     above formula so as (but only so as) to restore the  position,  in terms of
     overall return to that which prevailed before such change became necessary.
     The  Reference  Bank shall  notify  the  Borrowers'  Representative  of any
     necessary variation to the formula and the formula, as so varied,  shall be
     the  formula  for  the  purposes  hereof  with  effect  from  the  date  of
     notification; however, such change shall not affect the MLA Cost in respect
     of any  period  of  calculation  which  commenced  before  the date of such
     notification.

          4. The LIBOR Rate shall be adjusted  automatically as of the effective
     date of any change in the MLA Cost.

          "LIBOR  Daily Rate"  means the rate of  interest  equal to the average
     among interest rates (rounded upwards, if necessary,  to the nearest 1/16th
     of  1%) as of  11:00 a.m.  (London  time),  on any  Business  Day at  which
     deposits in Pounds in Same Day Funds are offered to the International Agent
     in the London  interbank  market for a period of less than thirty (30) days
     in the  approximate  amount  of the  Loan to be made or  continued  as,  or
     converted  into,  a LIBOR  Daily  Rate  Loan  denominated  in Pounds or the
     Equivalent  Amount in Pounds of any such Loan denominated in an Alternative
     Currency.

          "LIBOR Daily Rate Loan" means a Loan that bears  interest based on the
     then effective LIBOR Daily Rate plus the Applicable Percentage.

          "LIBOR Rate Loan" means a Loan that bears  interest  based on the then
     effective LIBOR Rate plus the Applicable Percentage.

          "Lien" means any security interest,  mortgage,  deed of trust, pledge,
     hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
     (statutory  or other)  or  preferential  arrangement  of any kind or nature
     whatsoever in respect of any property  (including those created by, arising
     under  or  evidenced  by any  conditional  sale or  other  title  retention
     agreement,  the interest of a lessor under a capital  lease,  any financing
     lease  having  substantially  the  same  economic  effect  as  any  of  the
     foregoing, or the filing of any financing statement naming the owner of the
     asset to which such lien  relates as debtor,  under the Uniform  Commercial
     Code or any  comparable  law)  and any  contingent  or other  agreement  to
     provide any of the  foregoing,  but not  including the interest of a lessor
     under an operating lease.

          "Loans" means,  collectively,  Revolving Loans,  Overdraft Pound Loans
     and CAPEX Loans. "Loan" shall refer, individually, thereto.

          "Loan  Documents"  means this  Agreement,  any Notes,  the  Collateral
     Documents,  the L/C-Related Documents, the Fee Letter, any Foreign Exchange
     Agreements,  any Specified Swap Contracts, and all other documents executed
     and/or  delivered  by any  Obligor to any  Obligee in  connection  with the
     transactions contemplated by this Agreement.

          "Majority Lenders" means at any time of determination (a) if there are
     less than three (3) Lenders hereunder, all of the Lenders, and (b) if there
     are three (3) or more Lenders  hereunder,  at least (i) two (2) Lenders the
     total of whose Loans  outstanding  equals or exceeds fifty percent (50%) of
     the  total  principal  amount  of  all  Loans  then  outstanding  hereunder
     (including the Equivalent  Amount in Dollars of the total principal  amount
     of the Pounds Loans outstanding as of the most recent computation date).

          "Margin  Stock"  means  "margin  stock"  as such  term is  defined  in
     Regulation G, T, U or X of the FRB.

          "Material Adverse Effect" means (a) a material adverse change in, or a
     material  adverse  effect upon,  the  operations,  business,  properties or
     condition   (financial  or   otherwise)   of  LCGI  and  its   consolidated
     Subsidiaries, taken as a whole; (b) a material impairment of the ability of
     any Obligor to perform under any Loan Document to which it is a party or to
     avoid any Event of Default;  or (c) a material  adverse effect upon (i) the
     legality, validity, binding effect or enforceability against any Obligor in
     respect of any Loan  Document,  or (ii) the  perfection  or priority of any
     Lien granted under any of the Collateral Documents.  As used herein, to the
     extent applicable, "material" shall be equivalent to the "Material Amount."

          "Material Amount" shall mean Five Hundred Thousand Dollars  ($500,000)
     or, as appropriate, the Equivalent Amount in Dollars of any sum denominated
     in Pounds or Alternative Currencies.

          "Material Subsidiary" means (i) the Subsidiary Guarantors,  (ii) those
     additional  Subsidiaries  of LCGI (if any) listed on Schedule  6.19 hereto,
     and  identified as such thereon,  and (iii) any  other  Subsidiary of LCGI,
     hereafter  created,  which (a) owns assets having an aggregate market value
     equal to or greater  than five  percent  (5%) of all assets of LCGI and its
     Subsidiaries,  on a consolidated  basis, or (b) has gross revenues which in
     the  aggregate  are equal to or greater than five percent (5%) of the gross
     revenues of LCGI and its Subsidiaries,  on a consolidated basis;  provided,
     however,  that, in any event,  notwithstanding  the foregoing,  Gibb Africa
     Consulting  Engineers,  Ltd. and its Subsidiaries  shall not at any time be
     considered Material Subsidiaries.

          "Maturity  Date" means January 15, 2001, or such earlier date on which
     payment  of  all  the  Loans  shall  be due  (whether  by  acceleration  or
     otherwise)  upon the  terms and  conditions  set  forth  herein;  provided,
     however,  that,  at the sole  option  of the  Lenders,  by  giving  written
     affirmation to the Borrowers'  Representative to such effect, the "Maturity
     Date" may be extended  for up to two (2) years  subsequent  to January 15,
     2001; that is, until January 15, 2003, in one (1) year increments,  at the
     request of Borrowers' Representatives made in writing to the U.S. Agent not
     earlier than ninety (90)  days, and not later than sixty (60) days,  before
     the first  anniversary of the Agreement Date. Any such request to which the
     Borrowers'  Representative  does not receive an affirmation in writing from
     the U.S.  Agent  within  ten (10)  Business  Days of the date on which such
     request was made shall be deemed to be a negative response.

          "Maximum CAPEX Loan Advance" means, for any CAPEX Loan, a sum equal to
     eighty percent (80%) of (i) invoiced cost to the Borrower  requesting  such
     advance,  for  expenditures in respect of Eligible Capital Assets which are
     new (which, for purposes hereof, shall mean purchased within six (6) months
     or less from the date of the request for a CAPEX Loan) or, if used, have an
     invoiced cost to such Borrower of less than Five Hundred  Thousand  Dollars
     ($500,000)  (or  the  Equivalent  Amount  in  Dollars,   if  such  cost  is
     denominated  in Pounds or an  Alternative  Currency);  or (ii) the lower of
     invoiced  cost to such  Borrower  for, or the  Appraised  Value (as defined
     hereinbelow in this  definition)  of, any other Eligible  Capital Assets of
     such Borrower, to the extent not governed by clause (i) above. For purposes
     hereof,  "Appraised  Value"  means  the  orderly  liquidation  value  of an
     Eligible Capital Asset, as determined by an independent appraiser, selected
     by Borrowers' Representative,  and reasonably acceptable to the appropriate
     Agent.

          "Mortgage"  means any deed of  trust,  mortgage,  leasehold  mortgage,
     assignment of rents or other  document  creating a Lien on real property or
     any interest in real property.

          "Mortgaged  Property" means all property subject to a Lien pursuant to
     a Mortgage.  Initially,  Mortgaged  Property  shall be limited to that Real
     Property owned by the U.S. Obligors and identified as such on Schedule 6.17
     hereto.

          "Multiemployer Plan" means a "multiemployer  plan", within the meaning
     of  Section 4001(a)(3)  of ERISA,  to which  either  Borrower  or any ERISA
     Affiliate  makes,  is making,  or is  obligated to make  contributions  or,
     during the preceding three calendar  years,  has made, or been obligated to
     make, contributions.

          "Notes"  means,  collectively,  the Revolving Loan Notes and the CAPEX
     Loan Notes. "Note" shall refer, individually, thereto.

          "Notice  of  Borrowing"  means a notice in  substantially  the form of
     Exhibit E.

          "Notice of  Conversion/Continuation"  means a notice in  substantially
     the form of Exhibit F.

          "Obligations"  means all advances,  debts,  liabilities,  obligations,
     covenants and duties  arising under any Loan Document  owing by any Obligor
     to any Obligee,  whether  direct or indirect  (including  those acquired by
     assignment),  absolute or  contingent,  joint or several,  due or to become
     due,  now  existing or  hereafter  arising.  The term  "Obligations"  shall
     include all Loans,  L/C  Obligations,  all obligations  under any FEMA, all
     obligations under any Specified Swap Contract, all interest, fees, charges,
     and  Attorney  Costs,   and  all  obligations  in  respect  of  Indemnified
     Obligations.

          "Obligee"  means,  individually,  each Lender,  each Issuing Bank, the
     Overdraft  Bank,  each Agent,  each Collateral  Agent,  each  Agent-Related
     Person,  each Indemnified  Person and each Swap Provider.  "Obligees" means
     all such Persons, collectively.

          "Obligor" means, individually, LCGI, each Borrower, any Guarantor, and
     each other Person who is or shall become primarily or secondarily liable on
     any of the  Obligations,  or on whose  property any Obligee holds a Lien as
     security for any of the  Obligations.  "Obligors"  means all such  Persons,
     collectively.

          "Original   Currency"  has  the  meaning  ascribed  to  such  term  in
     Section 2.16 hereof.

          "Organization   Documents"   means,  (i)  for  any  corporation,   the
     certificate  or  articles  of  incorporation  (or  the  foreign  equivalent
     thereof,  if any), the bylaws (or the foreign equivalent  thereof, if any),
     any certificate of  determination  or instrument  relating to the rights of
     preferred   shareholders  of  such  corporation,   any  shareholder  rights
     agreement, and all applicable resolutions of the board of directors (or any
     committee thereof) of such corporation;  (ii) for any partnership  (general
     or limited), its articles of partnership and any partnership agreement; and
     (iii) for any limited liability  company,  its articles of organization and
     any operating agreement.

          "Other Taxes" means any present or future stamp,  court or documentary
     taxes or any other  excise or  property  taxes,  charges or similar  levies
     which  arise  from  any  payment  made  hereunder  or from  the  execution,
     delivery,  performance,  enforcement or registration  of, or otherwise with
     respect to, this Agreement or any other Loan Documents.

          "Overdraft Amount" means the sum of Four Million Pounds (4,000,000),
     initially,  as it  shall  or may be  reduced  from  time to time  hereafter
     pursuant to the operation and effect of Sections 2.6 and 2.7.

         "Overdraft Bank" means BOAL.

          "Overdraft  Current Account" means each current account in the name of
     the International Borrower with the Overdraft Bank.

          "Overdraft  Facility"  means the  overdraft  facility  granted  by the
     Overdraft Bank to the International Borrower pursuant to Subsection 2.1(b).

          "Overdraft  Outstandings" means, as of any particular time, the amount
     at that time of the debit balance on the Overdraft Current Accounts.

          "Overdraft   Pound  Loan   Commitment"   means  the  Overdraft  Bank's
     obligation to make funds available to the International  Borrower under the
     Overdraft  Facility,  and  the  several  obligations  of the  International
     Lenders to participate in such credit extensions, in an aggregate amount up
     to the Overdraft Amount;  provided that the Overdraft Pound Loan Commitment
     is a part of the  Revolving  Pound  Loan  Commitment,  and not a  separate,
     independent commitment.

          "Overdraft Pound Loans" means,  collectively,  the amounts advanced by
     the Overdraft Bank to the International  Borrower under the Overdraft Pound
     Loan Commitment, not to exceed the Overdraft Amount.

          "Overdraft  Rate" shall mean the  interest  rate  imposed from time to
     time by the Reference Bank in London,  England on  outstanding  overdrafts.
     Such interest may be different for different amounts,  periods  outstanding
     and customers.

         "Participant" has the meaning specified in Subsection 12.8(d).

          "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation,   or  any
     Governmental  Authority  succeeding to any of its principal functions under
     ERISA.

          "Pension  Plan" means a pension  plan (as defined in  Section 3(2)  of
     ERISA)  subject  to Title  IV of  ERISA  which  either  Borrower  sponsors,
     maintains,  or to  which it  makes,  is  making,  or is  obligated  to make
     contributions,  or in the case of a multiple employer plan (as described in
     Section 4064(a)  of ERISA) has made  contributions  at any time  during the
     immediately preceding five (5) plan years.

         "Permitted Liens" has the meaning specified in Section 8.1.

          "Permitted Swap Obligations" means obligations of an Obligor or any of
     its  Material  Subsidiaries  under  Swap  Contracts  incurred  either:  (i)
     pursuant to Section 7.16;  or (ii) if, other than pursuant to Section 7.16,
     in the ordinary course of such Person's  business,  and not for speculative
     purposes; provided, however, that: (a) the aggregate Swap Termination Value
     of all Swap  Contracts  outstanding  at any one  time,  inclusive  of those
     described in both clauses (i) and (ii) above,  shall not exceed Two Million
     Five Hundred  Thousand Dollars  ($2,500,000);  and (b) the term of any Swap
     Contract is made co-terminous with the term of this Agreement.

          "Person"  means  an  individual,  partnership,   corporation,  limited
     liability   company,   business   trust,   joint  stock   company,   trust,
     unincorporated association, joint venture or Governmental Authority.

          "Plan" means an employee  benefit plan (as defined in  Section 3(3) of
     ERISA)  which  either  Borrower  sponsors or  maintains  or to which either
     Borrower  makes,  is making,  or is  obligated  to make  contributions  and
     includes any Pension Plan.

          "Pledge  Agreement"  means a pledge  agreement issued by an Obligor in
     favor of the Agent in respect of any Material  Subsidiary which is a direct
     Subsidiary  of such  Obligor,  pledging  to the  Agent the  capital  stock,
     membership  interests,  partnership shares or any other, similar indicia of
     equity ownership owned by such Obligor in such Material Subsidiary; each to
     be in form and  substance  satisfactory  to the Agent.  The initial  Pledge
     Agreement,  to be signed by the Obligors on the  Agreement  Date,  shall be
     substantially in the form of Exhibit G hereto.

         "Pledged Collateral" has the meaning specified in the Pledge Agreement.

          "Pro Rata Share" means,  as to any Lender at any time, in reference to
     any  Commitment  or all  Commitments,  as the case may be,  the  percentage
     equivalent (expressed as a decimal, and rounded to the ninth decimal place)
     at  such  time  of  such  Lender's   Commitment  divided  by  the  combined
     Commitments of all Lenders.

         "Pounds" or "Pound" means British Pounds Sterling.

          "Reference  Bank" means BOA,  except that for purposes of  determining
     the interest  rate payable on Revolving  Pound Loans  (including  Overdraft
     Pound Loans), BOAL shall be deemed the "Reference Bank."

          "Real  Property" of any Person means the real  property  owned by such
     Person,  including  the Real  Property of the U.S.  Obligors  identified on
     Schedule 6.17 hereto.

          "Reportable   Event"   means,   any  of  the   events   set  forth  in
     Section 4043(c) of ERISA or the regulations thereunder, other than any such
     event for which the thirty (30) day notice requirement under ERISA has been
     waived in regulations issued by the PBGC.

          "Requirement  of Law" means,  as to any Person,  any law (statutory or
     common), treaty, rule or regulation or determination of an arbitrator or of
     a Governmental  Authority,  in each case  applicable to or binding upon the
     Person or any of its property or to which the Person or any of its property
     is subject.

          "Responsible   Officer"  means,  with  respect  to  any  Obligor,  the
     president,  chief executive officer, the chief operating officer, the chief
     financial officer thereof, the corporate controller, the general counsel or
     any other officer having substantially the same authority.

          "Resulting  Currency"  has  the  meaning  ascribed  to  such  term  in
     Section 2.17 hereof.

          "Revolving  Dollar Loan Amount" means the sum of Forty Million Dollars
     ($40,000,000),  initially;  as it shall or may be reduced from time to time
     hereafter   pursuant  to  the  operation  and  effect  of  Section 2.6  and
     Section 2.7.

          "Revolving  Dollar Loan Commitment"  means the several  obligations of
     the U.S. Lenders to make advances of loaned funds in an aggregate amount up
     to the Revolving Dollar Loan Amount to the U.S. Borrower.

          "Revolving  Dollar Loan Notes" means those certain  Promissory  Notes,
     dated as of the Agreement Date, in an aggregate  principal  amount equal to
     the Revolving Dollar Loan Commitment,  issued by the U.S.  Borrower to each
     U.S.  Lender,  pursuant to  Section 2.3(b),  in  substantially  the form of
     Exhibit  H hereto;  and any  extensions,  renewals,  or  amendments  to, or
     replacements of, the foregoing.

          "Revolving Dollar Loans" means, collectively,  the amounts advanced by
     the U.S.  Lenders to the U.S.  Borrower  under the  Revolving  Dollar  Loan
     Commitment,  not to exceed the amount of the Revolving  Dollar Loan Amount,
     and evidenced by the Revolving Dollar Loan Notes.

          "Revolving  Loan Amount" means the sum of Fifty-Eight  Million Dollars
     ($58,000,000),   initially;   reducing  to  Forty-Eight   Million   Dollars
     ($48,000,000),  effective  on  January 1,  1999;  and  reducing  further to
     Forty-Three Million Dollars ($43,000,000), effective on January 1, 2000.

          "Revolving Loan Commitment" means, collectively,  the Revolving Dollar
     Loan Commitment and the Revolving Pound Loan Commitment.

          "Revolving Loan Notes" means, collectively,  the Revolving Dollar Loan
     Notes and the  Revolving  Pound Loan  Notes.  "Revolving  Loan Note"  shall
     refer, individually, thereto.

          "Revolving Loans" means, collectively,  the Revolving Dollar Loans and
     the  Revolving  Pound Loans.  "Revolving  Loan" shall refer,  individually,
     thereto.

          "Revolving  Pound Loan Amount" means the sum of Eleven  Million Pounds
     Sterling (11,000,000), initially, as it shall or may be reduced from time
     to time hereafter  pursuant to the operation and effect of Section 2.6  and
     Section 2.7.

          "Revolving Pound Loan Commitment" means the several obligations of the
     International  Lenders to make  advances  of loaned  funds in an  aggregate
     amount up to the Revolving Pound Loan Amount to the International Borrower;
     together with the Overdraft Pound Loan Commitment.

          "Revolving Pound Loans" means,  collectively,  the amounts advanced by
     the International Lenders to the International Borrower under the Revolving
     Pound Loan Commitment,  not to exceed the Revolving Pound Loan Amount,  and
     evidenced by the Revolving Pound Loan Notes.

          "Revolving  Pound Loan Notes" means those  certain  Promissory  Notes,
     dated as of the Agreement Date, in an aggregate  principal  amount equal to
     the Revolving Pound Loan Commitment,  issued by the International  Borrower
     to each International Lender, pursuant to Section 2.3(b),  in substantially
     the form of Exhibit I hereto; and any extensions,  renewals,  or amendments
     to, or replacements of, the foregoing.

          "Same Day Funds" means (i) with respect to disbursements  and payments
     in  Dollars,   immediately  available  funds,  and  (ii)  with  respect  to
     disbursements and payments in Pounds or Alternative Currencies, same day or
     other funds as may be determined by the International Agent to be customary
     in  the  place  of   disbursements   or  payment  for  the   settlement  of
     international   banking   transactions   in  Pounds  or  such   Alternative
     Currencies.

          "Security  Agreements" means,  collectively,  (i) a Security Agreement
     executed by each U.S. Obligor in favor of BOAFSB,  as Collateral  Agent, in
     which such U.S. Obligor shall grant a security  interest to such Collateral
     Agent in all, or substantially  all, of its personal property and fixtures,
     including its  accounts,  contract  rights,  general  intangibles,  chattel
     paper, instruments, inventory, documents and equipment, as security for all
     Obligations, and (ii) that certain Debenture of even date herewith executed
     by the International Borrower in favor of BOAL, as Collateral Agent, in its
     accounts,   contract  rights,   chattel  paper,   instruments  and  general
     intangibles,  as security  for certain of the  Obligations;  as each of the
     same may be amended,  modified or supplemented from time to time. "Security
     Agreement" means any of the foregoing.  The initial Security Agreement,  to
     be  signed  by  the  U.S.   Obligors  on  the  Agreement  Date,   shall  be
     substantially in the form of Exhibit J hereto;  and the initial  Debenture,
     to be signed by the International  Borrower on the Agreement Date, shall be
     substantially in the form of Exhibit K hereto.

          "SEC"  means  the   Securities   and  Exchange   Commission,   or  any
     Governmental Authority succeeding to any of its principal functions.

          "Solvent" means, as to any Person at any time, that (a) the fair value
     of the property of such Person is greater than the amount of such  Person's
     liabilities (including disputed,  contingent and unliquidated  liabilities)
     as such value is established and liabilities  evaluated for purposes of the
     Bankruptcy  Code and,  in the  alternative,  for  purposes  of the  Uniform
     Fraudulent  Transfer  Act;  (b) the  present  fair  saleable  value  of the
     property  of such  person is not less than the amount that will be required
     to pay the  probable  liability  of such Person on its debts as they become
     absolute and matured;  (c) such Person is able to realize upon its property
     and pay its debts and other liabilities (including disputed, contingent and
     unliquidated  liabilities) as they mature in the normal course of business;
     (d) such  Person  does not intend to,  and does not  believe  that it will,
     incur  debts or  liabilities  beyond such  Person's  ability to pay as such
     debts  and  liabilities  mature;  and (e) such  Person  is not  engaged  in
     business  or a  transaction,  and is not about to engage in  business  or a
     transaction, for which such Person's property would constitute unreasonably
     small capital.

          "Specified Swap Contract" means any Swap Contract made or entered into
     at any time,  or in effect at any time (whether  heretofore or  hereafter),
     whether  directly or  indirectly,  and whether as a result of assignment or
     transfer or otherwise,  between an Obligor and any Swap Provider which Swap
     Contract  is or was  intended by the  parties  hereto to have been  entered
     into,  in part or entirely,  for purposes of  mitigating  interest  rate or
     currency  exchange risk in accordance with Section 7.16 (which intent shall
     conclusively  be deemed to exist if a Borrower  so  represents  to the Swap
     Provider in writing).

          "Spot Rate" for a currency  means the rate  quoted by the  appropriate
     Agent as the spot rate for the purchase by such Agent of such currency with
     another currency at approximately  9:00 a.m. (Atlanta time), in the case of
     conversions  from Pounds to Dollars,  and 9:00 a.m.  (London time),  in the
     case of conversions  from  Alternative  Currencies to Pounds,  on that date
     which is two (2)  Business  Days prior to the date as of which the  foreign
     exchange computation is made.

          "Subordinated  Debt" means Indebtedness which is subordinated in right
     and claim to the  rights  and  claims of the  Obligees  in  respect  of the
     Obligations on terms and conditions satisfactory to the U.S. Agent pursuant
     to a currently effective Subordination Agreement.

          "Subordination Agreement" means a written agreement either directly in
     favor of the  Lenders  (or the  U.S.  Agent,  on the  Lenders'  behalf)  or
     contained in any instrument  evidencing  Subordinated  Debt,  setting forth
     terms and conditions of subordination  satisfactory to the Agent in respect
     of Subordinated Debt; provided however, that if such agreement is contained
     in the  instrument  evidencing  Subordinated  Debt and not  specific to the
     Obligations,  the U.S. Agent may require, as a condition to such debt being
     considered  as  Subordinated  Debt,  that  a  Responsible  Officer  of  the
     Borrowers'  Representative  certify in writing to the U.S.  Agent that such
     agreement was intended to apply to, and shall apply to, the Obligations and
     that the Lenders are entitled to rely thereon as third party beneficiaries,
     to be substantially in the form of Exhibit L attached hereto.

          "Subsidiary"   of  a  Person  means  any   corporation,   association,
     partnership,  limited  liability  company,  joint venture or other business
     entity  of which  more  than  fifty  percent  (50%) of the  voting  stock ,
     membership  interests  or other  equity  interests  (in the case of Persons
     other than corporations),  is owned or controlled directly or indirectly by
     the  Person,  or one  or  more  of the  Subsidiaries  of the  Person,  or a
     combination thereof.

          "Subsidiary  Guarantor" and "Subsidiary  Guarantors"  have the meaning
     specified in the preamble to this Agreement.

          "Surety  Instruments"  means with  respect to a Person all  letters of
     credit (including standby and commercial),  banker's acceptances,  shipside
     bonds, surety bonds and similar instruments of such Person.

          "Swap  Contract"  means  any  agreement,  whether  or not in  writing,
     relating to any transaction that is a rate swap,  basis swap,  forward rate
     transaction,  commodity swap, commodity option, equity or equity index swap
     or option, bond, note or bill option, interest rate option, forward foreign
     exchange  transaction,  cap,  collar or floor  transaction,  currency swap,
     cross-currency rate swap,  swaption,  currency option or any other, similar
     transaction  (including  any option to enter into any of the  foregoing) or
     any combination of the foregoing, and, unless the context otherwise clearly
     requires,  any master agreement  relating to or governing any or all of the
     foregoing.

          "Swap Provider" means any Lender, or any Affiliate of any Lender, that
     is at the time of determination party to a Swap Contract with a Borrower or
     any Subsidiary.

          "Swap  Termination  Value" has the meaning specified in the definition
     of "Contingent Obligation."

          "Taxes"   means  any  and  all  present  or  future   taxes,   levies,
     assessments,  imposts,  duties,  deductions,  fees, withholdings or similar
     charges, and all liabilities with respect thereto,  excluding,  in the case
     of each  Lender,  the  Overdraft  Bank,  the  Issuing  Bank and the  Agent,
     respectively,  taxes  imposed  on or  measured  by its  net  income  by the
     jurisdiction (or any political subdivision thereof) under the laws of which
     such Lender, the Overdraft Bank, the Issuing Bank or the Agent, as the case
     may be, is organized or maintains a Lending Office.

          "Type"  means a type of Loan;  that is,  either a Base  Rate Loan or a
     LIBOR Rate Loan.

          "UCC" means the Uniform  Commercial  Code as in effect in the State of
     Georgia from time to time or any other applicable jurisdiction.

          "Unfunded  Pension  Liability"  means the  excess of a Plan's  benefit
     liabilities under  Section 4001(a) (16) of ERISA, over the current value of
     that Plan's assets,  determined in accordance with the assumptions used for
     funding  the  Pension  Plan  pursuant  to  Section 412  of the Code for the
     applicable plan year.

         "United States" and "U.S." each means the United States of America.

          "U.S. Agent" shall mean BOAFSB,  acting in such capacity hereunder and
     under the other Loan Documents.

          "U.S.  Borrower"  has the meaning  specified  in the  preamble to this
     Agreement.

          "U.S.  Collateral"  means all  Collateral,  other  than  International
     Collateral.

          "U.S. Lenders" means those Lenders listed as "U.S. Lenders" on Rider2
     hereto  and any  assignees  of such U.S.  Lenders  which  hereafter  become
     parties  hereto and in  accordance  with  Section  11.8  hereof;  and "U.S.
     Lender"  shall refer,  individually,  thereto.  As of the  Agreement  Date,
     BOAFSB is the only U.S. Lender.

          "U.S.  L/C  Commitment"  means the  commitment  of the Issuing Bank to
     Issue  U.S.  Letters  of  Credit,  and of the  U.S.  Lenders  severally  to
     participate  in U.S.  Letters of  Credit,  from time to time  Issued  under
     Article III, not to exceed Three Million Dollars ($3,000,000),  as the same
     shall or may be reduced  as a result in the  reduction  of L/C  Commitments
     pursuant to Section 2.6 or Section 2.7;  provided,  however,  that the U.S.
     L/C Commitment is a part of the Revolving Dollar Loan Commitment, and not a
     separate, independent commitment.

          "U.S.  L/C  Obligations"  means the sum of (a) the  aggregate  undrawn
     amount  of all U.S.  Letters  of  Credit  then  outstanding,  plus  (b) the
     aggregate amount of all then  unreimbursed  drawings under all U.S. Letters
     of Credit.

          "U.S.  Letter of Credit"  means a Letter of Credit issued on behalf of
     the U.S. Borrower or a U.S. Subsidiary.

          "U.S. Obligors" means, collectively,  LCGI, the U.S. Borrower and each
     U.S. Subsidiary which is, or hereafter becomes, a Subsidiary Guarantor.

          "U.S.  Subsidiary"  means any  direct  or  indirect  Subsidiary  of an
     Obligor which is domiciled, incorporated or organized under the laws of any
     State of the United States or the District of Columbia, whether existing on
     the Agreement Date or subsequent thereto.

         I.2      Other Interpretive Provisions.

          The meanings of defined  terms are equally  applicable to the singular
     and  plural  forms of the  defined  terms.  The words  "hereof",  "herein",
     "hereunder" and similar words refer to this Agreement as a whole and not to
     any  particular  provision  of this  Agreement;  and  subsection,  Section,
     Schedule and Exhibit  references  are to this  Agreement  unless  otherwise
     specified.   The  term  "documents"   includes  any  and  all  instruments,
     documents,   agreements,   certificates,   indentures,  notices  and  other
     writings, however evidenced. The term "including" is not limiting and means
     "including without  limitation." In the computation of periods of time from
     a specified date to a later specified date, the word "from" means "from and
     including";  the words "to" and "until" each mean "to but  excluding",  and
     the word "through" means "to and  including." The term "property"  includes
     any kind of  property  or  asset,  real,  personal  or mixed,  tangible  or
     intangible.  Unless otherwise expressly provided herein,  (i) references to
     agreements  (including  this Agreement) and other  contractual  instruments
     shall  be  deemed  to  include   all   subsequent   amendments   and  other
     modifications  thereto,  but only to the extent such  amendments  and other
     modifications  are not  prohibited by the terms of any Loan  Document,  and
     (ii) references  to  any  statute  or  regulation  are to be  construed  as
     including all statutory and regulatory provisions consolidating,  amending,
     replacing,  supplementing  or interpreting  the statute or regulation.  The
     captions and headings of this  Agreement are for  convenience  of reference
     only and  shall not  affect  the  interpretation  of this  Agreement.  This
     Agreement and other Loan Documents may use several  different  limitations,
     tests or  measurements  to regulate the same or similar  matters.  All such
     limitations,  tests and  measurements  are  cumulative  and  shall  each be
     performed  in  accordance  with their  terms.  Unless  otherwise  expressly
     provided,  any  reference  any  Obligee,  or  group of  Obligees  by way of
     consent,  approval  or waiver  shall be deemed  modified  by the phrase "in
     its/their  sole  discretion,  exercised in good faith and in a commercially
     reasonable  manner." This  Agreement  and the other Loan  Documents are the
     result of  negotiations  among and have been  reviewed  by  counsel  to the
     Obligees and the Obligors, and are the product of all parties. Accordingly,
     they shall not be construed  against any Obligee or Obligor  merely because
     of its involvement in their preparation. Each definition of an agreement in
     this Article 1 shall  include  such  agreement  as  modified,  amended,  or
     supplemented  from  time to time  with the  prior  written  consent  of the
     Borrowers'  Representative and the Majority Lenders,  except as provided in
     Section 12.1   hereof.   Except  where  the  context  otherwise'  requires,
     definitions imparting the singular shall include the plural and vice versa.
     Except where otherwise specifically  restricted,  reference to a party to a
     Loan Document includes that party and its successors and permitted assigns.
     All  terms  used  herein  which are  defined  in  Article 9 of the  Uniform
     Commercial  Code in effect in the State of Georgia  on the date  hereof and
     which are not otherwise  defined herein shall have the same meanings herein
     as set forth therein.  All accounting terms used herein without  definition
     shall be used as defined  under GAAP.  For all  purposes of this  Agreement
     (other than for purposes of the  preparation  of any  financial  statements
     delivered  pursuant  hereto),  the  equivalent of any Pounds or Alternative
     Currency  shall be determined  at the Spot Rate and all covenants  shall be
     calculated  in the  Equivalent  Amount  of  Dollars.  References  herein to
     "fiscal year" shall mean the fiscal year of LCGI and  references  herein to
     "fiscal quarter" or "fiscal month" shall mean the fiscal quarters or fiscal
     months of LCGI.


                                   ARTICLE II.
 
                                   THE CREDIT

         II.1     Amounts and Terms of Revolving Loan Commitment.

          (a) Each U.S.  Lender  severally  agrees,  on the terms and conditions
     hereinafter set forth, to make Revolving Dollar Loans to the U.S.  Borrower
     from time to time on any Business Day during the period from the  Agreement
     Date to the Maturity Date, in an aggregate amount  (determined in Dollars),
     not to  exceed  at any time the  lesser of (a) the  Revolving  Dollar  Loan
     Commitment  of such  Lender as set forth in the  definition  of  Commitment
     Percentages in Section 1.1  hereof,  or (b) the Available  Revolving Dollar
     Loan Commitment;  provided,  however, that, after giving effect to any such
     Revolving  Dollar Loan,  the  aggregate  principal  amount  (determined  in
     Dollars) of all  outstanding  Revolving  Dollar  Loans shall not exceed the
     aggregate amount of the Revolving Dollar Loan Commitment;  provided further
     that,  after giving effect to the making of such Revolving Dollar Loan, the
     U.S. Borrower shall remain in compliance with all relevant  limitations set
     forth in Section 3.1(a)  concerning the issuance of U.S. Letters of Credit.
     Within the limits of each U.S.  Lender's  Revolving Dollar Loan Commitment,
     and  subject to  subsection  (c) below and the other  terms and  conditions
     hereof, the U.S. Borrower may borrow under this Section2.1(a),  may prepay
     pursuant to Section 2.8 and reborrow pursuant to this  Section 2.1(a),  and
     shall prepay (as necessary) pursuant to Section 2.7.

          (b) (i) Each  International  Lender severally agrees, on the terms and
     conditions  hereinafter  set forth,  to make  Revolving  Pound Loans to the
     International Borrower and (ii) the Overdraft Bank agrees, on the terms and
     conditions  hereinafter set forth, to allow the  International  Borrower to
     make drawings under the Overdraft Facility by presentation to the Overdraft
     Bank  of any  checks  drawn  by the  International  Borrower  and/or  other
     instructions from the  International  Borrower for payment (and such checks
     and/or  instructions shall be honored by the Overdraft Bank); in each case,
     from time to time on any Business Day during the period from the  Agreement
     Date to the Maturity  Date, in an aggregate  amount  (determined in Pounds)
     not to  exceed  at any time the  lesser  of (a) the  Revolving  Pound  Loan
     Commitment  of such  Lender as set forth in the  definition  of  Commitment
     Percentages in Section 1.1  hereof,  or (b) the Available  Revolving  Pound
     Loan Commitment;  provided,  however,  that after giving effect to any such
     Revolving  Pound Loan or  Overdraft  Pound Loan,  the  aggregate  principal
     amount  (determined  in  Pounds or the  Equivalent  Amount in Pounds of any
     Alternative  Currencies)  of all  outstanding  Revolving  Pound  Loans  and
     Overdraft  Pound  Loans  shall  not  exceed  the  aggregate  amount  of the
     Revolving  Pound  Loan  Commitment;   provided   further,   that  Overdraft
     Outstandings shall not exceed the Overdraft Amount; provided, further, that
     the liability of the International  Borrower in respect of any drawing made
     pursuant to the Overdraft Facility shall not be affected in any way if such
     drawing is made in  contravention  of the terms and conditions  hereinafter
     set forth; and provided,  further,  that, after giving effect to the making
     of any  Revolving  Pound  Loans,  the  International  Borrower  remains  in
     compliance  with all  relevant  limitations  set  forth  in  Section 3.1(a)
     concerning  the  issuance of  International  Letters of Credit.  Within the
     limits of each International Lender's Pound Loan Commitment, and subject to
     subsection  (c) below  and the other  terms  and  conditions  thereof,  the
     International  Borrower  may borrow under this  Section 2.1(b),  may prepay
     pursuant to Section 2.8 and reborrow pursuant to this  Section 2.1(b),  and
     shall prepay (as necessary) pursuant to Section 2.7.

          (c) In  addition  to the  foregoing  limitations,  in no  event  shall
     Aggregate Revolving Credit Obligations outstanding, measured monthly by the
     U.S.  Agent  as of the  last day of each  fiscal  month  of the  Borrowers,
     commencing  with the fiscal month ending closest to January 31,  1998, ever
     exceed the Borrowing Base.

         II.2     Amounts and Terms of CAPEX Loan Commitment.

          (a) Each U.S.  Lender  severally  agrees,  on the terms and conditions
     hereinafter set forth, to make CAPEX Dollar Loans to the U.S. Borrower from
     time to time on any Business Day during the period from the Agreement  Date
     to the Maturity Date, in an aggregate amount  (determined in Dollars),  not
     to exceed at any time the CAPEX  Dollar Loan  Commitment  of such Lender as
     set forth in the  definition  of  Commitment  Percentages  in  Section  1.1
     hereof;  provided,  however,  that,  after giving  effect to any such CAPEX
     Dollar Loan, the aggregate  principal amount (determined in Dollars) of all
     outstanding CAPEX Dollar Loans shall not exceed the aggregate amount of the
     CAPEX Dollar Loan Commitment. Within the limits of each U.S. Lender's CAPEX
     Dollar  Loan  Commitment,  and  subject to the other  terms and  conditions
     hereof,  the U.S. Borrower may borrow under this Section 2.2(a), may prepay
     pursuant to Section  2.8,  and shall  prepay  pursuant  to Section  2.7. No
     amount of any CAPEX Dollar Loan may be  reborrowed,  once repaid,  however,
     and the total  number of CAPEX  Dollar  Loans  outstanding  at any one time
     shall not exceed twelve (12).

          (b) Each  International  Lender  severally  agrees,  on the  terms and
     conditions  hereinafter  set  forth,  to  make  CAPEX  Pound  Loans  to the
     International  Borrower  from time to time on any  Business  Day during the
     period from the Agreement Date to the Maturity Date, in an aggregate amount
     (determined in Pounds or the Equivalent Amount in Pounds of any Alternative
     Currencies),  not to exceed at any time the CAPEX Pound Loan  Commitment of
     such Lender as set forth in the  definition  of Commitment  Percentages  in
     Section 1.1 hereof; provided, however, that after giving effect to any such
     CAPEX Pound Loan, the aggregate  principal amount  (determined in Pounds or
     the  Equivalent  Amount in Pounds of any  Alternative  Currencies),  of all
     outstanding  CAPEX Pound Loans shall not exceed the aggregate amount of the
     CAPEX  Pound  Loan  Commitment.  Within  the  limits of each  International
     Lender's  CAPEX Pound Loan  Commitment,  and subject to the other terms and
     conditions  thereof,  the  International  Borrower  may  borrow  under this
     Section  2.1(b),  may prepay  pursuant  to Section  2.8 , and shall  prepay
     pursuant  to  Section 2.7.  No  amount  of  any  CAPEX  Pound  Loan  may be
     reborrowed, once repaid, however, and the total number of CAPEX Pound Loans
     outstanding at any one time shall not exceed twelve (12).

          (c) In addition to the  foregoing  limitations,  (i) in no event shall
     CAPEX Loans outstanding, measured in Dollars using the Equivalent Amount in
     Dollars of all CAPEX Pound Loans,  determined monthly as of the last day of
     each fiscal  month,  commencing  with the fiscal  month  ending  closest to
     January 31, 1998, ever exceed the sum of Four Million Dollars ($4,000,000),
     initially;  increasing to Eight Million  Dollars  ($8,000,000) on the first
     anniversary of the Agreement Date; and increasing to Twelve Million Dollars
     ($12,000,000)  on the second  anniversary  of the Agreement  Date; nor (ii)
     shall any CAPEX Loan ever exceed the Maximum CAPEX Loan Advance.

         II.3     Loan Accounts.

          (a) The  Loans  made by each  Lender  and the  Overdraft  Bank and the
     Letters of Credit  issued by the Issuing  Bank shall be evidenced by one or
     more accounts or records  maintained by the appropriate  Agent on behalf of
     such Lender, the Overdraft Bank or the Issuing Bank, as the case may be, in
     the ordinary  course of business.  The accounts or records so maintained by
     such Agent,  the Issuing  Bank or the  Overdraft  Bank shall be prima facie
     evidence of the amount of the Loans made by the  Lenders to each  Borrower,
     the Overdraft  Pound Loans made by the Overdraft Bank to the  International
     Borrower and the Letters of Credit Issued for the account of each Borrower,
     and the  interest  and  payments  thereon.  Any failure so to record or any
     error in doing  so shall  not,  however,  limit  or  otherwise  affect  the
     obligation of any Obligor hereunder to pay any amount owing with respect to
     the Loans or any Letter of Credit.

          (b) The Loans made by each Lender shall be evidenced by a Note payable
     to the order of such Lender (i) in an amount equal to its Revolving  Dollar
     Loan  Commitment,  in the case of  Revolving  Dollar  Loans,  for each U.S.
     Lender, (ii) in an amount equal to its Revolving Pound Loan Commitment,  in
     the case of Revolving Pound Loans, for each International  Lender, (iii) in
     an amount  equal to its Pro Rata Share of each CAPEX Pound  Loan,  for each
     U.S.  Lender,  and (iv) in an  amount  equal to its Pro Rata  Share of each
     CAPEX Pound Loan,  for each  International  Lender.  Overdraft  Pound Loans
     shall not be separately evidenced by promissory notes,  initially,  but the
     International  Agent  shall  have  the  right to  require  that one or more
     Overdraft Pound Loans being separately  evidenced by promissory notes. Each
     such Lender shall endorse on the schedules annexed to its Note(s) the date,
     amount and  maturity of each Loan made by it and the amount of each payment
     of principal made by the Borrowers with respect  thereto.  Each such Lender
     is irrevocably  authorized by each Borrower to endorse its Note(s) and each
     Lender's  record shall be prima facie evidence of the amount of such Loans;
     provided,  however,  that the  failure of a Lender to make,  or an error in
     making,  a  notation  thereon  with  respect to any Loan shall not limit or
     otherwise affect the obligations of any Obligor hereunder or under any such
     Note to such Lender.

         II.4     Manner of Borrowing and Disbursement.

          (a) Each advance of a Loan (other than an Overdraft  Pound Loan) shall
     be made upon the  Borrowers'  Representative's  irrevocable  written notice
     delivered to (i) BOAFSB,  as the U.S.  Agent,  in respect of any  Revolving
     Dollar Loans and CAPEX Dollar Loans,  and (ii) BOAL,  as the  International
     Agent, in respect of any Revolving Pound Loans and CAPEX Pound Loans;  each
     to be delivered in accordance with Section 12.2, in the form of a Notice of
     Borrowing,  within the following time periods:  (i) for Base Rate Loans, at
     least one (1) Business Day prior to the requested  advance  date,  (ii) for
     LIBOR Rate Loans,  at least three (3) Business  Days prior to the requested
     advance date and (iii) for LIBOR Daily Rate Loans, on the requested advance
     date.  Each such Notice of Borrowing  shall specify:  (1) the amount of the
     Loan,  which  (except for LIBOR Daily Rate Loans)  shall be in an aggregate
     minimum  principal amount of Two Hundred Fifty Thousand Dollars  ($250,000)
     or any multiple of Fifty Thousand Dollars ($50,000) in excess thereof,  for
     Revolving Dollar Loans,  and One Hundred Fifty Thousand Pounds  (150,000)
     or any multiple of Fifty Thousand Pounds (50,000) in excess thereof,  for
     Revolving  Pound  Loans,  or the  Equivalent  Amount  thereof in Pounds for
     Revolving  Pound  Loans  made  in  Alternative  Currencies  (the  foregoing
     limitations called the "Borrowing Limitations"),  (2) the requested advance
     date, which shall be a Business Day;  (3) whether the Loan is to be a LIBOR
     Rate Loan, a LIBOR Daily Rate Loan or a Base Rate Loan;  (4) for LIBOR Rate
     Loans,  the  duration  of the  Interest  Period  applicable  to such  Loans
     included in such notice.  If the Notice of Borrowing  shall fail to specify
     the duration of the Interest  Period for any LIBOR Rate Loan, such Interest
     Period  shall be three (3)  months;  (5) whether  the Loan is to be a CAPEX
     Loan or a Revolving Loan; (6) whether a Revolving Loan is to be a Revolving
     Dollar Loan or Revolving  Pound Loan;  (7) if the Loan is to be a Revolving
     Pound Loan or a CAPEX Pound Loan, whether such Loan is to be made in Pounds
     or an  Alternative  Currency;  (8)  whether  a CAPEX  Loan is to be a CAPEX
     Dollar  Loan or a CAPEX Pound Loan;  and  (9) the  name of the  Borrower on
     behalf  of whom  the  Loan is  requested.  Notwithstanding  the  foregoing,
     however,  with respect to any Loans to be made on the Agreement  Date,  (i)
     Borrowings  shall be limited to  Revolving  Loans only,  (ii) any Notice of
     Borrowing in regard thereto shall be delivered, for Revolving Dollar Loans,
     to the U.S.  Agent by not  later  than  12:00  noon  (Atlanta  time) on the
     Agreement  Date  and  delivered,   for  Revolving   Pound  Loans,   to  the
     International  Agent by not later  than  12:00  noon  (London  time) on the
     Agreement  Date;  and (iii) all such  Loans  shall be Base Rate  Loans,  if
     Revolving  Dollar  Loans,  or LIBOR Daily Rate Loans,  if  Revolving  Pound
     Loans, and remain so for at least three (3) Business Days.

          (b) Each U.S. Lender will make the amount of its Commitment Percentage
     of each  Revolving  Dollar Loan or CAPEX Dollar Loan  available to the U.S.
     Agent for the account of the U.S.  Borrower by transferring  such amount by
     wire transfer to the U.S.  Agent's  Office on the advance date requested by
     the  Borrowers'  Representative  in Same Day Funds by 12:00  noon  (Atlanta
     time).  Each  International  Lender will make the amount of its  Commitment
     Percentage  of each  Revolving  Pound Loan or CAPEX  Pound  Loan  available
     directly to the International  Borrower by transferring such amount by wire
     transfer  to the  International  Borrower's  account  at the  International
     Agent's   office  on  the  advance  date   requested   by  the   Borrowers'
     Representative in Same Day Funds by 12:00 noon (London time).

          (c) The proceeds of all such Loans will then be made  available to the
     applicable Borrower by the appropriate Agent by transferring the amounts so
     made  available  by  wire  transfer  pursuant  to the  instructions  of the
     Borrowers'  Representative,  or,  in  the  absence  of  such  instructions,
     crediting  the amounts so made  available to the account of the  applicable
     Borrower maintained with such Agent or an Affiliate of such Agent.

          (d) Unless the Majority  Lenders  shall  otherwise  agree,  during the
     existence  of a Default  or an Event of  Default,  neither  the  Borrowers'
     Representative  nor  either  Borrower  may elect to have a Loan made as, or
     converted into or continued as, an LIBOR Rate Loan.

         II.5     Conversion and Continuation Elections.

          (a) The Borrowers' Representative may, upon irrevocable written notice
     to the appropriate Agent in accordance with Section 2.4(b),  subject to the
     Borrowing Limitations:

          (1) elect to convert on any Business  Day, any Base Rate Loans (or any
     part thereof) into LIBOR Rate Loans;

          (2) elect to convert on the last day of the applicable Interest Period
     any LIBOR Rate Loans having Interest  Periods  maturing on such day (or any
     part thereof) into Base Rate Loans; or

          (3) elect to renew on the last day of the current  Interest Period any
     LIBOR Rate Loan  maturing at the end of such  Interest  Period (or any part
     thereof);

          provided, that if the aggregate amount of LIBOR Rate Loans denominated
     in Dollars  comprising  part of the same Borrowing shall have been reduced,
     by payment,  prepayment,  or conversion of part thereof to be less than Two
     Hundred  Fifty  Thousand  Dollars  ($250,000)  or One  Hundred  Twenty-Five
     Thousand  Pounds  (125,000)  (or the  Equivalent  Amount in Pounds of any
     Alternative  Currency),  such LIBOR Rate Loans shall automatically  convert
     into  Base  Rate  Loans,  and on and  after  such  date  the  right  of the
     Borrowers' Representative to continue such Loans as, and convert such Loans
     into, LIBOR Rate Loans, shall terminate.

          (b)  The   Borrowers'   Representative   shall  deliver  a  Notice  of
     Conversion/Continuation  in accordance with  Section 11.2 to be received by
     the U.S.  Agent not later than 12:00 noon  (Atlanta  time),  in the case of
     Revolving  Dollar Loans, and to be received by the  International  Agent by
     not later than 12:00 noon (London  time),  in the case of  Revolving  Pound
     Loans, in each case, at least (i) three (3) Business Days in advance of the
     Conversion Date or Continuation Date, if the Loans are to be converted into
     or continued  as LIBOR Rate Loans;  or (ii) one (1) Business Day in advance
     of the  Conversion  Date,  if the Loans are to be converted  into Base Rate
     Loans,  specifying:  (1) the proposed Conversion Date or Continuation Date;
     (2) the  aggregate  amount of Loans to be  converted  or  renewed;  (3) the
     nature of the proposed conversion or continuation;  and (4) the duration of
     the requested Interest Period.

          (c) If upon the  expiration of any Interest  Period  applicable to any
     LIBOR Rate Loan, the Borrowers'  Representative has failed to select timely
     a new Interest Period to be applicable  thereto, or upon the request of the
     Majority  Lenders if any Default or Event of Default shall then exist,  the
     Borrowers'  Representative  shall be deemed to have elected to convert such
     LIBOR Rate Loan into a Base Rate Loan,  for Revolving  Dollar  Loans,  or a
     LIBOR Rate Loan, for Revolving Pound Loans,  effective as of the expiration
     date of such current Interest Period.

          (d)  Upon  receipt  of  a  Notice  of   Conversion/Continuation,   the
     appropriate  Agent will  promptly  notify  each Lender  thereof,  or, if no
     timely notice is provided by the Borrowers' Representative, such Agent will
     promptly notify each Lender of the details of any automatic conversion. All
     conversions  and  continuations  shall be made pro  rata  according  to the
     respective outstanding principal amounts of the Loans with respect to which
     the notice was given held by each Lender.

          II.6 Voluntary Termination or Reduction of Commitments. The Borrowers'
     Representative may, upon not less than five (5) Business Days' prior notice
     to the U.S.  Agent,  terminate  any  Commitment or  permanently  reduce any
     Commitment  by  an  aggregate   minimum  amount  of  One  Million   Dollars
     ($1,000,000)  or, to the extent  that such  Commitment  is  denominated  in
     Pounds,  Five Hundred Thousand Pounds  (500,000),  or any multiple of One
     Million  Dollars  ($1,000,000)  or, as appropriate,  Five Hundred  Thousand
     Pounds  (500,000) in excess  thereof;  provided that no such reduction or
     termination  shall be permitted if, after giving effect  thereto and to any
     prepayments of the Loans made on the effective  date thereof,  (a) the then
     outstanding  principal  amount of the Loans would  exceed the amount of the
     corresponding  Commitments then in effect,  (b) the aggregate amount of all
     Revolving Loans,  Overdraft Pound Loans and L/C Obligations  together would
     exceed the  aggregate  amount of the  Revolving  Loan  Commitments  then in
     effect,  (c) the aggregate  amount of all L/C Obligations  then outstanding
     would exceed the  corresponding  L/C Commitments then in effect, or (d) the
     Overdraft  Outstandings  would  exceed  the  Overdraft  Amount;   provided,
     further,  that  once  reduced  in  accordance  with this  Section 2.6,  the
     Commitment so reduced may not be increased. Any reduction of the Commitment
     shall be applied to each Lender's  Commitment  pro rata in accordance  with
     such Lender's Commitment  Percentage.  All accrued commitment and letter of
     credit fees to, but not  including,  the effective date of any reduction or
     termination  of a Commitment,  shall be paid on the effective  date of such
     reduction or termination of any such request.  The U.S. Agent will promptly
     notify  the  Lenders  and,  if  applicable,  the  Issuing  Bank  and/or the
     Overdraft Bank of any reduction of a Commitment by the Borrowers hereunder.

          II.7 Mandatory Reduction of Commitments.  In addition to any voluntary
     reduction  of  Commitments  pursuant to  Section 2.6,  the  Revolving  Loan
     Commitments  shall be subject to mandatory  reduction as follows:  (i) by a
     total of Ten Million  Dollars  ($10,000,000),  effective  as of  January 1,
     1999;  and  (ii) by  a  total  of  an  additional   Five  Million   Dollars
     ($5,000,000),   effective   as   of   January 1,   2000.   The   Borrowers'
     Representative  shall have the right,  by giving written notice to the U.S.
     Agent to such  effect  not later  than five  (5) Business  Days  prior to a
     specified  reduction  date, to select an  allocation  between the Revolving
     Dollar Loan Commitment or the Revolving Pound Loan  Commitment;  otherwise,
     such  reduction  shall be  allocated  between the  Commitments  in a manner
     determined  by the U.S.  Agent;  provided,  however,  that (i) the U.S. L/C
     Commitment  shall not be reduced as a result of any such  reduction  unless
     and until the Revolving  Dollar Loan Commitment is reduced to the amount of
     U.S. L/C Commitment,  and, then, such reductions  shall be pro tanto;  (ii)
     any  reduction in the Revolving  Pound Loan  Commitment  shall reduce,  pro
     tanto, the International L/C Commitment; and (iii) the Overdraft Pound Loan
     Commitment  shall not be reduced as a result of any such  reduction  unless
     and until the Revolving  Pound Loan  Commitment is reduced to the amount of
     the Overdraft Pound Loan Commitment and, then, such reductions shall be pro
     tanto.  If,  as a  result  of any  such  required  reduction  of  the  Loan
     Commitments,  (i) Aggregate  Credit  Obligations  then exceed the Revolving
     Loan Commitment,  (ii) Aggregate  Revolving Dollar  Obligations then exceed
     the Revolving  Dollar Loan  Commitment,  (iii)  Aggregate  Revolving  Pound
     Obligations  then exceed the  Revolving  Pound Loan  Commitment,  or (iv) a
     Borrowing Base Deficiency exists,  the Borrowers shall be obliged,  in each
     case,  immediately to reduce the principal  amounts of the Revolving  Loans
     then outstanding by an amount necessary to reduce such deficiency. The U.S.
     Agent will promptly notify the Lenders and, if applicable, the Issuing Bank
     and/or the Overdraft Bank of such reductions of Commitments hereunder.

          II.8 Optional  Prepayments.  Subject to  Section 4.4,  the  Borrowers'
     Representative  may,  at any time or from  time to time,  (a) upon at least
     three (3) Business Days' notice to the International  Agent with respect to
     LIBOR Rate Loans or LIBOR Daily Rate Loans denominated in other than Pounds
     or Dollars,  (b) on the same  Business  Day's  notice to the  International
     Agent with  respect to LIBOR  Daily  Rate  Loans  denominated  in Pounds or
     Dollars and Overdraft  Pound Loans,  and (c) upon at least one (1) Business
     Day's  notice to the U.S.  Agent with  respect to Base Rate  Loans,  prepay
     Loans in whole or in part,  but  (except  for LIBOR  Daily  Rate  Loans and
     Overdraft  Pound Loans) in minimum  amounts of Two Hundred  Fifty  Thousand
     Dollars  ($250,000)  (or,  in the case of  Revolving  Pound Loans which are
     LIBOR Rate Loans, One Hundred  Twenty-Five  Thousand Pounds  (125,000) or
     the  Equivalent  Amount  in  Pounds  of any  Alternative  Currency)  or any
     multiple of Fifty Thousand Dollars  ($50,000) (or, in the case of Revolving
     Pound  Loans  which are  LIBOR  Rate  Loans,  Twenty-Five  Thousand  Pounds
     (25,000),  or the Equivalent  Amount thereof in Pounds of any Alternative
     Currency) in excess thereof. The Borrowers'  Representative shall deliver a
     notice of prepayment in accordance with  Section 11.1 to be received by the
     U.S.  Agent,  not later  than  12:00 noon  (Atlanta  time),  in the case of
     Revolving  Dollar Loans or CAPEX Dollar Loans, and received by BOAL, as the
     Agent,  not later than 12:00 noon (London  time),  in the case of Revolving
     Pound  Loans  and  CAPEX  Pound  Loans.  If such  notice  is  given  by the
     Borrowers' Representative, the Borrowers shall make such prepayment and the
     payment  amount  specified  in such notice  shall be due and payable on the
     date specified therein, together with accrued interest to each such date on
     the amount prepaid and any amounts required pursuant to Section 4.4.

         II.9     Mandatory Repayments.

          (a) If at any time and for any reason  there  shall  exist a Borrowing
     Base  Deficiency,  the Borrowers  shall  immediately pay to the appropriate
     Agent an amount equal to the Borrowing Base Deficiency,  allocated pro rata
     between the Loans to each  Borrower then  outstanding,  which payment shall
     constitute a mandatory repayment of the Loans hereunder.

          (b) If on any date any L/C Obligations  exceed the  corresponding  L/C
     Commitment,  the Borrower  obligated  therefor shall Cash  Collateralize on
     such date the  outstanding  Letters  of  Credit  in an amount  equal to the
     excess of the maximum  amount then  available to be drawn under the Letters
     of Credit over the Aggregate L/C Commitment.

          (c) If on any date the  Overdraft  Outstandings  exceed the  Overdraft
     Amount,  the  International  Borrower  shall repay to the Overdraft Bank an
     amount equal to the excess of the Overdraft Amount.

          (d)  Any  prepayments  made  pursuant  to  clauses  (a) or (b) of this
     Section 2.9 shall be applied first to any Base Rate Loans then outstanding,
     then to any LIBOR  Daily Rate Loans  then  outstanding,  then to LIBOR Rate
     Loans in Dollars with the shortest Interest Periods remaining,  and then to
     LIBOR  Rate  Loans  with  the  shortest  Interest  Periods  remaining.  The
     Borrowers shall pay,  together with each prepayment under this Section 2.9,
     accrued interest on the amount prepaid and any amounts required pursuant to
     Section 4.4.

         II.10    Repayment.

          (a)  Payment  of all  Obligations  then  outstanding  shall be due and
     payable  on the  Maturity  Date.  Prior  thereto,  each CAPEX Loan shall be
     payable in equal, or nearly equal,  quarterly installments (based on a five
     (5) year level principal payment amortization),  beginning on the first day
     of the first  calendar  quarter  following the  disbursement  date for such
     CAPEX Loan, and continuing on each succeeding  January 1,  April 1,  July 1
     and October 1 preceding the Maturity Date.

          (b) The  International  Borrower may repay and reborrow  amounts under
     the Overdraft  Facility,  subject to Sections 2.1(b) and 2.6 to 2.8, at any
     time;  provided  that  the  Overdraft  Bank  may  demand  repayment  of the
     Overdraft  Outstandings,  or any part thereof,  at any time; and, provided,
     further,  that  the  International   Borrower  shall  repay  all  Overdraft
     Outstandings,  together  with any interest  thereon and shall cease to make
     drawings thereunder, on the Maturity Date.

         II.11    Interest.  Interest on Loans shall be payable as follows:

          (a)  Interest on Base Rate Loans  shall be payable  monthly in arrears
     following their disbursement,  on each Interest Payment Date, until paid in
     full. Interest shall accrue and be payable on each Base Rate Loan at a rate
     per annum equal to the Base Rate plus the Applicable Percentage.

          (b)  Interest on LIBOR  Daily Rate Loans  shall be payable  monthly in
     arrears following their disbursement,  on each Interest Payment Date, until
     on each Interest  Payment Date, paid in full.  Interest shall accrue and be
     payable  on each  LIBOR  Daily  Rate Loan at a rate per annum  equal to the
     Daily LIBOR Rate plus the Applicable Percentage.

          (c) Interest on LIBOR Rate Loans shall be payable in arrears following
     their disbursement on each Interest Payment Date. Interest shall accrue and
     be payable  on each LIBOR Rate Loan at a rate per annum  equal to the LIBOR
     Rate plus the Applicable Percentage.

          (d) Interest on Overdraft Pound Loans shall accrue and be payable at a
     rate per annum rate equal to the Overdraft  Rate from time to time plus the
     Applicable  Percentage.  Interest  so accrued  will be  payable  monthly in
     arrears on each Interest  Payment  Date, by debit to the Overdraft  Current
     Accounts, and on any demand for payment of the Overdraft Loans.

          (e)  Upon the  occurrence  of an Event  of  Default,  interest  on the
     outstanding  Obligations  shall accrue at the Default Rate from the date of
     such Event of  Default.  Interest  accruing  at the  Default  Rate shall be
     payable on demand at the request of the Majority  Banks and in any event on
     the  Maturity  Date and shall  accrue  until the  earliest  to occur of (i)
     waiver in  writing  by the  Majority  Lenders  of the  applicable  Event of
     Default,  (ii) agreement by the Majority Lenders to rescind the charging of
     interest at the Default Rate, or (iii) payment in full of the  Obligations.
     The Lenders  shall not be required to  (i) accelerate  the  maturity of the
     Loans,  or (ii)  exercise  any  other  rights  or  remedies  under the Loan
     Documents in order to charge interest hereunder at the Default Rate.

          (f) Anything herein to the contrary  notwithstanding,  the obligations
     of the Borrowers to any Lender hereunder shall be subject to the limitation
     that  payments of interest  shall not be required  for any period for which
     interest is computed hereunder, to the extent (but only to the extent) that
     contracting  for or receiving such payment by such Lender would be contrary
     to the provisions of any law applicable to such Lender limiting the highest
     rate of interest that may be lawfully  contracted for,  charged or received
     by such  Lender,  and in such  event the  Borrowers  shall pay such  Lender
     interest at the highest rate permitted by applicable law.

          (g) If the  Borrowers'  Representative  fails to give the  appropriate
     Agent timely notice of its selection of an LIBOR Rate Basis,  or if for any
     reason a  determination  of an LIBOR  Rate Basis for any Loan is not timely
     concluded, the Base Rate shall apply to such Loan.

          (h) At no time may the number of  outstanding  LIBOR Rate Loans exceed
     twelve (12).

         II.12    Fees.

          (a) The  Borrowers  shall pay a closing fee to the U.S.  Agent for the
     U.S.  Agent's own  account,  as required by that certain  letter  agreement
     ("Fee Letter") between the Borrowers and the Agent dated December 4, 1997.

          (b) The Borrowers shall pay to the applicable Agent for the account of
     the Lenders an unused line fee on the average  daily unused  portion of the
     aggregate Commitments (without duplication),  computed on a quarterly basis
     in arrears on the last Business Day of each calendar quarter based upon the
     daily utilization for that calendar  quarter,  as calculated by such Agent,
     equal to the  Applicable  Percentage  corresponding  to such fee.  Such fee
     shall accrue from the Agreement  Date to the Maturity Date and shall be due
     and payable  quarterly in arrears on the last Business Day of each calendar
     quarter  commencing on March 31,  1998 through the Maturity Date,  with the
     final payment to be made on the Maturity Date; provided that, in connection
     with any reduction or termination of the Commitments under  Sections 2.6 or
     2.7, the accrued  unused line fee  calculated for the period ending on such
     date shall also be paid on the date of such reduction or termination,  with
     the following quarterly payment being calculated on the basis of the period
     from such reduction or termination  date to such monthly  payment date. The
     fee  provided  in  this  Section shall   accrue  at  all  times  after  the
     above-mentioned  commencement date,  including at any time during which one
     or more  conditions in Article V are not met. The U.S. Agent shall compute,
     collect and allocate the commitment fee due the U.S. Lenders based on their
     respective  Commitments using Dollars;  and the  International  Agent shall
     compute the  commitment  fee due the  International  Lenders based on their
     respective  Commitments  using Pounds or, as  appropriate,  the  Equivalent
     Amount in Pounds for Obligations denominated in Alternative Currencies.

          II.13  Computation of Fees and Interest.  All computations of interest
     on  Revolving  Pound Loans and  Overdraft  Pound Loans shall be made on the
     basis of a 365-day year and actual days elapsed.  All other computations of
     fees and  interest  hereunder  shall be made on the basis of a 360-day year
     and actual days elapsed  (which results in more interest being paid than if
     computed on the basis of a 365-day  year) . Interest  and fees shall accrue
     during each period during which interest or such fees are computed from the
     first  day  thereof  to the  last day  thereof.  Each  determination  of an
     interest rate by an Agent shall be prima facie  evidence of such rate.  Any
     change  in the  interest  rate on a Loan  resulting  from a  change  in the
     Offshore  Reserve  Percentage  shall become  effective as of the opening of
     business  on the day on which such change in  Offshore  Reserve  Percentage
     becomes  effective.  The  appropriate  Agent  will  notify  the  Borrowers'
     Representative and the Lenders of the effective date and the amount of such
     change,  provided that any failure to do so shall not relieve the Borrowers
     of any  liability  hereunder or provide the basis for any claim against the
     Agent. Each  determination of an Equivalent Amount by the appropriate Agent
     shall be prima facie evidence of such Equivalent Amount.

         II.14    Payments by the Borrowers.

          (a) All payments  (including  prepayments) to be made by the Borrowers
     on  account  of  principal,  interest,  fees  and  other  amounts  required
     hereunder shall be made without set-off,  recoupment or counterclaim  shall
     be made to the appropriate  Agent for the ratable account of the applicable
     Lenders at such Agent's  Office.  Such  payments  shall be made in Same Day
     Funds,  (i) in the case of  payments on or in respect of  Revolving  Dollar
     Loans and CAPEX Dollar  Loans,  to the U.S.  Agent no later than 12:00 noon
     (Atlanta  time)  on the  date  specified  herein,  and  (ii) in the case of
     payments on or in respect of Revolving  Pound Loans,  Overdraft Pound Loans
     and CAPEX Pound Loans, to the International  Agent no later than 12:00 noon
     (London time) on the date  specified  herein.  The  appropriate  Agent will
     promptly distribute to each applicable Lender its Commitment  Percentage of
     such principal, interest, fees or other amounts, in like funds as received.
     Any payment which is received by the appropriate Agent later than the times
     specified  in  clauses  (i) and (ii)  above,  shall be  deemed to have been
     received on the  immediately  succeeding  Business  Day and any  applicable
     interest or fee shall continue to accrue.

          (b) Whenever any payment  hereunder shall be stated to be due on a day
     other  than a  Business  Day,  such  payment  shall  be  made  on the  next
     succeeding  Business Day, and such  extension of time shall in such case be
     included  in the  computation  of  interest  or  fees,  as the case may be;
     subject to the provisions set forth in the definition of "Interest  Period"
     herein.

          (c) Unless the  appropriate  Agent shall have received notice from the
     Borrowers'  Representative prior to the date on which any payment is due to
     the Lenders hereunder that the Borrowers will not make such payment in full
     as and when  required  hereunder,  such Agent may assume that the Borrowers
     have made such payment in full to such Agent on such date in Same Day Funds
     and such Agent may (but shall not be so  required),  in reliance  upon such
     assumption,  cause to be distributed to each applicable  Lender on such due
     date an amount  equal to the  amount  then due such  Lender.  If and to the
     extent  the  Borrowers  shall not have made  such  payment  in full to such
     Agent,  each such  Lender  shall  repay to such Agent on demand such amount
     distributed  to such Lender,  together with  interest  thereon for each day
     from the date such amount is distributed to such Lender until the date such
     Lender  repays such amount to such Agent,  at the Federal  Funds Rate as in
     effect for each such day.

         II.15    Payments by the Lenders.

          (a) Unless the  appropriate  Agent shall have received  notice from an
     applicable  Lender on the Agreement Date or, with respect to each Borrowing
     of a Loan denominated in Dollars after the Agreement Date, at least one (1)
     Business Day prior to the date of any such  proposed  Loan that such Lender
     will not make  available to such Agent as and when  required  hereunder for
     the  account  of the  Borrowers  the  amount  of that  Lender's  Commitment
     Percentage  of the Loan,  such Agent may assume  that each such  Lender has
     made such amount  available  to such Agent in Same Day Funds on the advance
     date and such Agent may (but shall not be so  required),  in reliance  upon
     such assumption,  make available to a Borrower on such date a corresponding
     amount.  If and to the extent any such Lender  shall not have made its full
     amount  available  to such  Agent in Same Day  Funds  and the Agent in such
     circumstances has made available to such Borrower such amount,  that Lender
     shall on the next Business Day following the date of such advance make such
     amount available to such Agent, together with interest at the Federal Funds
     Rate for and determined as of each day during such period. A notice of such
     Agent submitted to any such Lender with respect to amounts owing under this
     Section 2.15(a) shall be conclusive,  absent manifest error. If such amount
     is so made  available,  such  payment to such Agent shall  constitute  such
     Lender's Loan on the date of advance for all purposes of this Agreement. If
     such amount is not made  available  to such Agent on the next  Business Day
     following the date of such advance,  such Agent shall notify the Borrowers'
     Representative  of such failure to fund and, upon demand by such Agent, the
     appropriate  Borrower  shall pay such amount to such Agent for such Agent's
     account, together with interest thereon for each day elapsed since the date
     of such advance,  at a rate per annum equal to the interest rate applicable
     at the time to the Loans comprising such advance.  The foregoing provisions
     of this  paragraph  (a) shall only apply to Loans  denominated  in Dollars.
     Each International Lender will advance each Revolving Pound Loans and CAPEX
     Pound Loans  directly to the  International  Borrower,  in accordance  with
     Section 2.4 hereof, and will promptly deliver a notice confirming such Loan
     to the International Agent.

          (b) The  failure  of any  Lender  to  make  any  Loan  on any  date of
     Borrowing shall not relieve any other Lender of any obligation hereunder to
     make a Loan  on the  date  of  such  borrowing,  but  no  Lender  shall  be
     responsible for the failure of any other Lender to make the Loan to be made
     by such other Lender on the date of any  borrowing.  In the event that,  at
     any time when the  Borrowers  are not in  Default,  a Lender for any reason
     (other than the failure of the Borrowers to satisfy the  conditions  herein
     to an advance of a Loan or the  appropriate  Agent's failure to give notice
     of such advance as required hereunder) fails or refuses to fund its portion
     of a Loan,  then,  until such time as such Lender has funded its portion of
     such Loan, or all other  Lenders have received  payment in full (whether by
     payment or  repayment) of the principal and interest due in respect of such
     Loan, such non-funding Lender shall (i) have no right to vote regarding any
     issue on which voting is required or advisable  under this Agreement or any
     other Loan  Document,  and (ii) shall be entitled to receive no payments of
     principal,  interest or fees from  either  Borrower in respect of such Loan
     which such Lender failed to make.

          II.16 Sharing of Payments,  Etc. If, other than as expressly  provided
     elsewhere herein, any Lender shall obtain on account of any Loan made by it
     any payment (whether  voluntary,  involuntary,  through the exercise of any
     right of set-off,  or otherwise) in excess of its Commitment  Percentage of
     payments on account of such Loan obtained by all other applicable  Lenders,
     such Lender shall forthwith (i) notify the appropriate  Agent of such fact,
     and (ii) purchase from the other Lenders such participations in the related
     Loans made by them as shall be necessary to cause such purchasing Lender to
     share the excess payment ratably with each of them; provided, however, that
     if all or any portion of such excess  payment is thereafter  recovered from
     the  purchasing  Lender such purchase shall to that extent be rescinded and
     each other Lender shall repay to the  purchasing  Lender the purchase price
     paid  therefor,  together  with an  amount  equal to such  paying  Lender's
     Commitment  Percentage  (according  to the  proportion of (i) the amount of
     such  paying  Lender's  required  repayment  to (ii) the  total  amount  so
     recovered from the purchasing  Lender, of any interest or other amount paid
     or payable  by the  purchasing  Lender in  respect  of the total  amount so
     recovered.   Each   Borrower   agrees  that  any  Lender  so  purchasing  a
     participation from another Lender pursuant to this Section 2.16 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 such  Borrower in the
     amount of such  participation.  The  appropriate  Agent  will keep  records
     (which shall be conclusive and binding in the absence of manifest error) of
     participations  purchased  pursuant to this  Section 2.16  and will in each
     case  notify  the  applicable  Lenders  following  any  such  purchases  or
     repayments.

         II.17    Application of Payments.

          (a) Payments made to any Obligee (from  realization  on collateral for
     the Obligations or otherwise),  shall be distributed in the following order
     of priority  subject at all times to the  limitations  set forth in Section
     2.19(a) in respect of each Obligor's own liabilities  hereunder:  FIRST, to
     the costs and expenses  (including  Attorneys'  Costs), if any, incurred by
     such Obligee in the  collection of such amounts under this  Agreement or of
     the Loan Documents,  including,  without limitation,  any costs incurred in
     connection with the sale or disposition of any Collateral;  SECOND,  to any
     fees then due and payable to such Obligee and each other Obligee under this
     Agreement  or any other Loan  Document;  THIRD,  to the payment of interest
     then due and  payable on the  Loans;  FOURTH,  to the extent  there are any
     unreimbursed  drawings  under any Letter of Credit,  to the Issuing Bank in
     respect of such  unreimbursed  drawings  then  outstanding;  FIFTH,  to the
     payment of principal then due and payable on the Loans; SIXTH, to any other
     Obligations not otherwise referred to in this Section 2.17(a) in such order
     among  the  Obligees  to whom  such  Obligations  are  owing as they  shall
     mutually  determine;  SEVENTH, to damages incurred by any Obligee by reason
     of any  breach  hereof or of any other  Loan  Document;  and  EIGHTH,  upon
     satisfaction in full of all Obligations,  to the Borrowers'  Representative
     or as otherwise required by law.

          (b) The Obligations shall,  notwithstanding any judgment of any court,
     arbitral tribunal or similar authority  specifying judgment in any currency
     (as so specified, the "Judgment Currency") other than the currency in which
     such Obligations were originally denominated (as applicable,  the "Original
     Currency"),  be  discharged  only to the  extent  that,  on the  date  when
     received  by an  Obligee,  the sum  adjudged  to be so due in the  Judgment
     Currency,  after conversion to the Original Currency in accordance with the
     following  Section 2.17(c),  is equal to the amount of the Obligations when
     denominated  in the  Original  Currency.  If  the  amount  of the  Judgment
     Currency, after being so converted, is less than the amount of the Original
     Currency,  each  Obligor  agrees to  indemnify  each  Obligee  against such
     difference,  and if the amount of the  Judgment  Currency,  after  being so
     converted,  is  greater  than the  amount of the  Original  Currency,  each
     Obligee shall remit such excess to the Borrowers' Representative.

          (c) Except where otherwise  expressly  provided in this Agreement,  in
     any case  where any  Original  Currency  is to be  converted  into  another
     currency (as applicable,  a "Resulting  Currency"),  the appropriate  Agent
     shall convert the Original  Currency into the Resulting  Currency using the
     applicable  Spot Rate, and the  calculations of such Agent thereof shall be
     prima facie evidence of the Resulting Currency amount.

         II.18    Foreign Exchange Facility.

          (a) BOAFSB or its Affiliate (a "FX  Lender"),  at its  discretion  may
     enter into a Foreign  Exchange  Agreement  at any time or from time to time
     with a  Borrower  subsequent  to the  Agreement  Date,  but  shall  have no
     obligation,  or  commitment,  to do so, and may set limits on both  foreign
     exchange contract limits and settlement limits.  That is, as used herein, a
     "foreign  exchange  contract  limit"  is  the  maximum  limit  on  the  net
     difference between the total Foreign Exchange  Agreements  outstanding less
     the total  Foreign  Exchange  Agreements  for which a Borrower  has already
     compensated the FX Lender and a "settlement  limit" is the maximum limit on
     the gross total amount of all sale and purchase contracts on which delivery
     is to be effected and settlement allowed on any one banking day.

          (b)  Foreign  Exchange  Agreements  will  be  in  form  and  substance
     satisfactory to the FX Lender and the Borrowers' Representative.

          (c) Each Foreign  Exchange  Agreement  will be  co-terminous  with the
     Maturity Date and in addition no Foreign  Exchange  Agreement  shall have a
     tenor longer than 365 days.

          (d) Each Borrower understands the risks of, and is financially able to
     bear any losses resulting from, entering into Foreign Exchange  Agreements.
     The FX Lender shall not be liable for any loss  suffered by a Borrower as a
     result of a Foreign Exchange Agreement.  Each Borrower will enter into each
     Foreign  Exchange  Agreement  in  reliance  only upon such  Borrower's  own
     judgment.  Each  Borrower  acknowledges  that in entering  into any Foreign
     Exchange  Agreement  with such  Borrower  the FX Lender is not  acting as a
     fiduciary.  Each Borrower understands that neither the FX Lender nor either
     Borrower has any obligation to enter into any particular  Foreign  Exchange
     Agreement with the other.

          (e) Each Borrower will enter into Foreign Exchange  Agreements only in
     connection  with the  conduct of its  business  or to manage the risk of an
     asset or liability  owned or incurred in the conduct of its  business,  and
     not for speculative purposes in any event.

          (f) Each  Borrower  hereby  requests  the FX  Lender  to rely upon and
     execute such Borrower's telephonic  instructions regarding Foreign Exchange
     Agreements,  and such  Borrower  agrees  that the FX Lender  shall incur no
     liability  for its acts or  omissions  which  result from  interruption  of
     communications,   misunderstood   communications   or   instructions   from
     unauthorized  persons,  unless  caused  by the gross  negligence  or wilful
     misconduct of the FX Lender or its officers or employees as determined by a
     final judgment of a court of competent  jurisdiction.  Each Borrower agrees
     to  protect  the FX  Lender  and hold it  harmless  from any and all  loss,
     damage,  claim,  expense  (including the reasonable fees of outside counsel
     and the  allocated  costs  of  staff  counsel)  or  inconvenience,  however
     arising,  which the FX Lender  suffers or incurs or might  suffer or incur,
     based on or arising out of said acts or omissions.

          (g) Each Borrower agrees to promptly review all confirmations  sent to
     such  Borrower  by the FX  Lender.  Each  Borrower  understands  that these
     confirmations  are not legal  contracts  but only evidence of the valid and
     binding oral contract which such Borrower has already entered into with the
     FX Lender.  Each Borrower  agrees to promptly  execute and return to the FX
     Lender  confirmations  which  accurately  reflect  the  terms of a  Foreign
     Exchange Agreement,  and immediately contact the FX Lender if such Borrower
     believes  a  confirmation  is not  accurate.  In the  event of a  conflict,
     inconsistency or ambiguity between the provisions of this Agreement and the
     provisions  of a  confirmation,  the  provisions  of  this  Agreement  will
     prevail.

          (h) Each Borrower agrees that the FX Lender may electronically  record
     all  telephonic  conversations  with  such  Borrower  relating  to  Foreign
     Exchange  Agreements  and that such tape  recordings  may be  submitted  in
     evidence  to any  court  or in  any  other  proceedings  relating  to  such
     contracts.   Each  Borrower  agrees  that  in  the  event  of  a  conflict,
     inconsistency  or  ambiguity  between  the  terms  of  a  Foreign  Exchange
     Agreement  as  reflected  in a tape  recording  and the  terms  stated on a
     confirmation, the terms reflected in the tape recording shall control.

          (i) Any sum owing to the FX Lender under a Foreign Exchange  Agreement
     from  time  to  time  shall  constitute  part  of the  Obligations.  Unless
     otherwise  agreed in writing  between the FX Lender and such Borrower,  any
     such sum shall bear  interest  from and after the due date for the  payment
     thereof  (if  payment is not made when  due),  on the same basis as is then
     (and  thereafter)  applicable to Revolving Dollar Loans which are Base Rate
     Loans, if such sums are owing by the U.S.  Borrower,  or to Revolving Pound
     Loans  which  are LIBOR  Daily  Rate  Loans,  if such sums are owing by the
     International  Borrower.  Each Borrower hereby  authorizes the FX Lender to
     debit such Borrower's account with the FX Lender for payments due from such
     Borrower to the FX Lender with respect to any Foreign  Exchange  Agreement.
     Each Borrower  acknowledges,  subject at all times to the  limitations  set
     forth in Section  2.19(a) in respect  of each  Borrower's  own  liabilities
     hereunder,  that collateral pledged to secure the Borrower's performance of
     their  obligations  under this  Agreement  secures not only the  Borrower's
     obligation to repay  advances  hereunder  but also secures such  Borrower's
     performance  of each and  every  obligation  hereunder,  including  but not
     limited to such  Borrower's  performance of its  obligations  under Foreign
     Exchange Agreements with the FX Lender.

          (j) In  addition to any other  rights or remedies  which the FX Lender
     may have under this Agreement or otherwise, upon the occurrence of an Event
     of Default  under this  Agreement and until such Event of Default is waived
     in writing by the Lenders in accordance with  Section 12.1  hereof,  the FX
     Lender may: (1) suspend  performance of its  obligations to either Borrower
     under any Foreign  Exchange  Agreement;  (2)  declare all Foreign  Exchange
     Agreements,  interest  and any other  amounts  which are  payable by either
     Borrower  to the FX Lender  immediately  due and  payable;  and (3) without
     notice to either Borrower, close out any or all Foreign Exchange Agreements
     or positions of each Borrower  with the FX Lender.  The FX Lender shall not
     be under any  obligation  to  exercise  any such  rights or  remedies or to
     exercise them at a time or in a manner beneficial to either Borrower.  Each
     Borrower  shall be and remain liable for any amounts owing to the FX Lender
     after exercise of any such rights and remedies.

          (k)  Either  of the  Borrowers  and the FX Lender  may  enter  into an
     Foreign  Exchange Master  Agreement (as amended,  modified or renewed,  the
     "FEMA") . All foreign exchange transactions entered into between a Borrower
     and the FX Lender shall be subject to the  provisions of this Agreement and
     the  FEMA  in the  event  of any  conflict  or  inconsistency  between  the
     provisions of this Agreement and the provisions of the FEMA, the provisions
     of the FEMA shall control, except that with respect to provisions governing
     which  portions  of  the  Collateral  and  which  guarantees  secure  which
     Obligations, the provisions of this Agreement control. The occurrence of an
     Event of Default  under the FEMA shall also  constitute an Event of Default
     under this Agreement.

         II.19    Guaranty.

          (a) Each Guarantor hereby  unconditionally  guarantees to each Obligee
     and their respective  successors and assigns and the subsequent  holders of
     the  Notes,  irrespective  of  the  validity  and  enforceability  of  this
     Agreement,  the  Notes,  or the other  Loan  Documents  or the  Obligations
     hereunder of the Borrowers or a Borrower,  as the case may be, the value or
     sufficiency  of  any  Collateral  or  any  other  circumstance  that  might
     otherwise affect the liability of a guarantor,  that all Obligations  shall
     be  promptly  paid in  full  when  due,  whether  at  stated  maturity,  by
     acceleration  or otherwise,  in accordance with the terms hereof and of the
     other Loan Documents.  Failing payment when due of any amount so guaranteed
     for  whatever  reason,  such  Guarantor  will be  obligated to pay the same
     immediately.  Notwithstanding  the foregoing,  however,  or any term of any
     Loan Document to the contrary,  (i) neither the International Borrower, nor
     any  International  Subsidiary,  shall,  in any  event,  be  deemed to be a
     Guarantor in respect of any  Obligations  of the U.S.  Borrower or any U.S.
     Subsidiary,  and (ii) no International  Collateral shall secure the payment
     or  performance  of  the  Obligations  of the  U.S.  Borrower  or any  U.S.
     Subsidiary.

          (b) Each  Guarantor  hereby  waives  presentment,  protest,  demand of
     payment,  notice of dishonor and all other notices and demands  whatsoever.
     Each Guarantor  further agrees that, as between such Guarantor,  on the one
     hand,  and  the  Obligees,  on the  other  hand,  (i) the  maturity  of the
     Obligations   guaranteed   hereby  may  be   accelerated   as  provided  in
     Section 10.2 hereof for the purposes of this guarantee, notwithstanding any
     stay,  injunction or other  prohibition  preventing  such  acceleration  in
     respect of the Obligations  guaranteed hereby, and (ii) in the event of any
     declaration of acceleration of such Obligations as provided in Section 10.2
     hereof,  such Obligations  (whether or not due and payable) shall forthwith
     become due and payable by each Borrower for purposes of this guaranty.  The
     obligations   of  each   Guarantor   under  this   Section 2.19   shall  be
     automatically  reinstated  if and to the  extent  that for any  reason  any
     payment by or on behalf of a Borrower or any other  Guarantor  is rescinded
     or must  otherwise  be  restored  by any  holder of any of the  Obligations
     guaranteed hereunder,  whether as a result of any proceedings in bankruptcy
     or  reorganization  or otherwise,  and each  Guarantor  agrees that it will
     indemnify  the  Obligees on demand for all  reasonable  costs and  expenses
     (including,  without  limitation,  reasonable fees and expenses of counsel)
     incurred by the Obligees in connection with such rescission or restoration.

          (c) The  guaranty of each  Guarantor  set forth herein shall remain in
     full force and effect until all Obligations are indefeasibly  paid in full.
     No payment or payments  made by a Borrower or any other  Person or received
     or collected by an Obligee from a Borrower or any other Person by virtue of
     any action or proceeding or any set-off or  appropriation or application at
     any  time  or  from  time to time  in  reduction  of or in  payment  of the
     Obligations shall be deemed to modify,  reduce, release or otherwise affect
     the  liability  of such  Guarantor  pursuant  to this  Section 2.19,  which
     liability shall,  notwithstanding any such payment or payments,  other than
     payments  made by such Borrower in respect of the  Obligations,  remain for
     the  Obligations  until all  Obligations  are paid in full.  Each Guarantor
     agrees that whenever,  at any time, or from time to time, it shall make any
     payment to any Obligee on account of its liability under this Section 2.19,
     it will notify the  appropriate  Agent in writing that such payment is made
     under its  guaranty  obligations  of this  Section 2.19  for such  purpose.
     Anything  herein,   or  in  any  other  Loan  Document,   to  the  contrary
     notwithstanding,  the  maximum  liability  of  each  Guarantor  under  this
     Section 2.19 shall in no event exceed the amount which can be guaranteed by
     such  Guarantor  under  applicable  federal or state laws  relating  to the
     insolvency of debtors.

          (d) Without in any manner  limiting the  generality of the  foregoing,
     each   Guarantor   agrees  that  each  Obligee  may,  in  accordance   with
     Section 12.1 hereof, from time to time, consent to any action or non-action
     of either  Borrower  or any other  Obligor  which,  in the  absence of such
     consent,   violates  or  may  violate  this  Agreement,   with  or  without
     consideration,  on such terms and  conditions  as may be acceptable to such
     Obligee,  without in any manner affecting or impairing the liability of any
     Guarantor hereunder. Each Guarantor waives any defense arising by reason of
     any  inability to pay or any defense  based on  bankruptcy or insolvency or
     other similar limitations on creditors' remedies. Each Guarantor authorizes
     each  Obligee,   without  notice  or  demand  and  without  affecting  such
     Guarantor's  liability  hereunder or under any of the other Loan Documents,
     from time to time to: (i) accelerate (or, in accordance  with  Section 12.1
     hereof,  renew,  extend,  or otherwise change the time or place for payment
     of, or otherwise  change the terms of) the Notes or the  Obligations or any
     part thereof  including,  without  limitation,  increase or decrease of the
     rate of  interest  thereon;  (ii)  take and hold  security,  and  exchange,
     enforce,  waive and release any  collateral or security or any part thereof
     or any such other security or surrender,  modify,  impair,  change,  alter,
     renew,  continue,  compromise  or  release  in whole or in part of any such
     security,  or fail to  perfect  its  interest  in any such  security  or to
     establish its priority with respect thereof;  (iii) apply such security and
     direct  the  order or  manner or sale  thereof  as the  Agent and  Majority
     Lenders in their sole discretion may determine;  (iv) release or substitute
     either Borrower or any other  Guarantor,  in whole or in part or any of the
     endorsers or guarantors of the Obligations or any part thereof;  (v) settle
     or compromise  any or all of the  Obligations  with either  Borrower or any
     other Guarantor or any endorser or guarantor of the  Obligations;  and (vi)
     subordinate  any or all of the  Obligations to any other  obligations of or
     claim against either Borrower or any other  Guarantor,  whether owing to or
     existing in favor of such Obligee or any other party.

          (e) Each  Obligee may, at its  election,  exercise any right or remedy
     that it may have against  either  Borrower or any Guarantor or any security
     now or  hereafter  held by or for the benefit of the  Obligees,  including,
     without  limitation,  the  right to  foreclose  upon any such  security  by
     judicial or nonjudicia1 sale, without affecting or impairing in any way the
     liability  of either  Borrower or any  Guarantor,  except to the extent the
     Obligations may thereby be paid. Each Guarantor  waives any defense arising
     out of the absence,  impairment  or loss of any right of  reimbursement  or
     other right or remedy against either Borrower or any other Guarantor or any
     such  security,  whether  resulting  from the  election  by any  Obligee to
     exercise any right or remedy they may have against  either  Borrower or any
     other Guarantor,  any defect in, failure of, or loss or absence of priority
     with respect to the interest of any Obligee in such security, or otherwise.
     In the event  that any  foreclosure  sale is deemed to be not  commercially
     reasonable,  each  Guarantor  waives any right that it may have to have any
     portion of the  Obligations  discharged  except to the extent of the amount
     actually bid and received by the Lenders at any such sale. No Obligee shall
     be required to institute or prosecute proceedings to recover any deficiency
     as a condition of payment hereunder or enforcement hereof.

          (f) Each  Guarantor  waives the benefit of any statute of  limitations
     affecting its liability hereunder or the enforcement thereof, to the extent
     permitted by law. Any part performance of the Obligations by a Borrower, or
     any other  event or  circumstances,  which  operate to toll any  statute of
     limitations as to such  Borrower,  shall not operate to toll the statute of
     limitations as to the other Borrower or any other Guarantor. Each Guarantor
     waives any defense  arising by reason of any disability or other defense of
     either  Borrower or any other  Guarantor or by reason of the cessation from
     any cause  whatsoever of the  liability of the other  Borrower or any other
     Guarantor.  Each Guarantor waives any setoff, defense or counterclaim which
     any other Borrower may have or claim to have against any Obligee.

          (g) Each  Guarantor  expressly  represents and  acknowledges  that any
     financial  accommodations  by any Obligee to either Borrower  hereunder and
     under the other Loan Documents are and will be of direct interest,  benefit
     and  advantage to such  Guarantor.  Each  Guarantor  acknowledges  that any
     notice  given  by  any  Obligee  to  either   Borrower  or  the  Borrowers'
     Representative  shall be  effective  with respect to all  Guarantors.  Each
     Guarantor shall be entitled to subrogation and contribution rights from and
     against any other Guarantor to the extent such Guarantor is required to pay
     to any  Obligee  any  amount  in excess  of the  Loans  advanced  hereunder
     directly to such Borrower or as otherwise  available under  Applicable Law;
     provided,  however,  that such subrogation and contribution  rights are and
     shall be subject to the terms and conditions of Section 2.19(b) hereof. The
     provisions of this  Section 2.19(g)  shall in no way limit the  obligations
     and  liabilities of any Guarantor to the Obligees and each Guarantor  shall
     remain liable to the Obligees for the full amount of the Obligations.

          (h) No Guarantor  will exercise any rights which it may acquire by way
     of subrogation  hereunder or under any other Loan Document or at law by any
     payment made  hereunder or otherwise,  nor shall any  Guarantor  seek or be
     entitled to seek any contribution or reimbursement from any other Guarantor
     in respect of payments made by such Guarantor  hereunder or under any other
     Loan Document,  until all  Obligations are paid in full and all Commitments
     are terminated. If any amounts shall be paid to any Guarantor on account of
     such  subrogation  or  contribution  rights  at any  time  when  all of the
     Obligations  shall not have been paid in full, such amount shall be held by
     such  Guarantor in trust for the Obligees,  segregated  from other funds of
     such Guarantor,  and shall,  forthwith upon receipt by such  Guarantor,  be
     turned over to the appropriate  Obligees in the exact form received by such
     Guarantor  (duly endorsed by such Guarantor to such Obligee,  if required),
     to be applied  against the  Obligations,  whether  mature or unmatured,  as
     provided for herein.

          (i)   Notwithstanding   any   provision  to  the  contrary   contained
     hereinabove, to the extent the obligations of any Guarantor hereunder shall
     be adjudicated to be invalid or  unenforceable  for any reason  (including,
     without limitation, because of any applicable state or federal law relating
     to  fraudulent  conveyances  or  transfers)  then the  obligations  of such
     Guarantor  hereunder  shall  be  limited  to the  maximum  amount  that  is
     permissible  under  applicable law (whether federal or state and including,
     without limitation, the Bankruptcy Code).


                                  ARTICLE III.

                              THE LETTERS OF CREDIT


         III.1    The Letter of Credit Subfacility.

          (a) On the terms and conditions set forth herein,  including,  but not
     limited to, the conditions set forth in  Section 5.2,  (i) the Issuing Bank
     agrees,  (A) from time to time on any  Business  Day during the period from
     the Agreement  Date to the Maturity Date to issue Letters of Credit for the
     account of the requesting Borrower, and to amend or renew Letters of Credit
     previously  issued by it, in accordance  with  Subsections  3.2 (c) and 3.2
     (d),  and (B) to honor  drafts  under the Letters of Credit;  (ii) the U.S.
     Lenders severally agree to participate in U.S. Letters of Credit Issued for
     the  account  of the U.S.  Borrower;  and (iii) the  International  Lenders
     severally  agree to participate in  International  Letters of Credit issued
     for the account of the International  Borrower;  provided, that the Issuing
     Bank shall not Issue any Letter of Credit if as of the date of  Issuance of
     such Letter of Credit (the "Issuance  Date") and after giving effect to the
     issuance of such Letters of Credit:  (i) U.S.  L/C  Obligations  exceed the
     U.S.  L/C  Commitment;   (ii) International   L/C  Obligations  exceed  the
     International L/C Commitment; (iii) the participation of any U.S. Lender in
     the  U.S.  L/C  Obligations  then  outstanding,  when  aggregated  with all
     Revolving  Dollar  Loans of such  Lender  then  outstanding,  exceeds  such
     Lender's  Revolving Dollar Loan Commitment;  (iv) the  participation of any
     International Lender in the International L/C Obligations then outstanding,
     when  aggregated  with  all  Revolving  Pound  Loans  of such  Lender  then
     outstanding,   exceeds  such  Lender's  Revolving  Pound  Loan  Commitment;
     (v) total U.S. L/C Obligations then outstanding, when aggregated with total
     Revolving Dollar Loans then outstanding,  exceeds the Revolving Dollar Loan
     Commitment;  or (vi) total  International L/C Obligations then outstanding,
     in Pounds (or the Equivalent Amount in Pounds of any L/C Obligations issued
     in Alternative  Currencies),  when  aggregated  with total  Revolving Pound
     Loans and Overdraft Pound Loans  outstanding  (or the Equivalent  Amount in
     Pounds of any such  Loans  made in  Alternative  Currencies),  exceeds  the
     Revolving Pound Loan Commitment.  Within the foregoing limits,  and subject
     to the other terms and conditions  hereof, the Borrowers' ability to obtain
     Letters of Credit shall be fully revolving, and, accordingly, the Borrowers
     may,  during  the  foregoing  period,  obtain  Letters of Credit to replace
     Letters  of Credit  which  have  expired  or which have been drawn upon and
     reimbursed.

          (b) No Issuing  Bank shall be obligated to Issue any Letter of Credit,
     however, if:

          (i) any order,  judgment or decree of any  Governmental  Authority  or
     arbitrator  shall by its terms  purport to enjoin or restrain  such Issuing
     Bank  from  Issuing  such  Letter  of  Credit,  or any  Requirement  of Law
     applicable to such Issuing Bank or any request or directive (whether or not
     having the force of law) from any Governmental  Authority with jurisdiction
     over such  Issuing Bank shall  prohibit,  or request that such Issuing Bank
     refrain from, the Issuance of Letters of Credit generally or such Letter of
     Credit in particular or shall impose upon such Issuing Bank with respect to
     such Letter of Credit any restriction,  reserve or capital requirement (for
     which such  Issuing Bank is not  otherwise  compensated  hereunder)  not in
     effect on the  Agreement  Date,  or shall impose upon such Issuing Bank any
     unreimbursed  loss,  cost  or  expense  which  was  not  applicable  on the
     Agreement  Date and which such Issuing Bank in good faith deems material to
     it;

          (ii) any requested Letter of Credit does not provide for drafts, or is
     not otherwise in form and substance  reasonably  acceptable to such Issuing
     Bank,  or the Issuance of a Letter of Credit shall  violate any  applicable
     policies of such Issuing Bank;

          (iii) except for those Letters of Credit  described on Schedule  3.1.,
     to be issued on or about the  Agreement  Date,  and  except,  in respect of
     International  Letters of Credit,  as may be necessary to accommodate local
     laws  prescribing  acceptable  letter of credit issuers,  provided that the
     International  Agent approves such letter of credit  issuer,  any Letter of
     Credit is for the  purpose  of  supporting  the  issuance  of any letter of
     credit by any other Person;

          (iv) such Letter of Credit is in a face amount less than Ten  Thousand
     Dollars ($10,000), for U.S. Letters of Credit only;

          (v) any Issuing Bank has received written notice from any Lender,  the
     Agent or the  Borrowers'  Representative,  on or prior to the  Business Day
     prior to the requested date of Issuance of such Letter of Credit,  that one
     or more of the applicable  conditions  contained in Section 5.2 is not then
     satisfied;

          (vi) the  expiry  date of any  requested  Letter of Credit is (A) more
     than 365 days after the date of Issuance,  for U.S. Letters of Credit only,
     unless the Agent has approved such expiry date in writing, or (B) after the
     Maturity  Date;  provided,   however,  that,  subject  to  compliance  with
     Section 3.7,  up to  One  Million  Pounds  (1,000,000)  in  International
     Letters of Credit may be issued with expiring days longer than as specified
     hereinabove or which have automatic renewal provisions.

          (c) BOA,  as  Issuing  Bank,  shall  only  Issue  Letters of Credit in
     Dollars,  and BOAL, as Issuing Bank,  shall only Issue Letters of Credit in
     Pounds or Alternative  Currencies.  All references herein to "Issuing Bank"
     with  respect to Letters of Credit  Issued or requested to be Issued in (a)
     Dollars, shall refer to BOA in its capacity as Issuing Bank, and (h) Pounds
     or Alternative  Currencies,  shall refer to BOAL in its capacity as Issuing
     Bank.

         III.2    Issuance, Amendment and Renewal of Letters of Credit.

          (a) Each Letter of Credit shall be issued upon the irrevocable written
     request of the Borrowers' Representative received by the Issuing Bank (with
     a copy sent by the Borrowers'  Representative to the appropriate  Agent) at
     least three  (3) Business Days with respect to U.S. Letters of Credit,  and
     at least three  (3) Business Days with respect to International  Letters of
     Credit (or such  shorter time as the Issuing Bank may agree in a particular
     instance in its sole  discretion)  prior to the proposed  date of issuance.
     Each such request for issuance of a Letter of Credit shall be by facsimile,
     confirmed immediately in the form of an L/C Application,  or electronically
     using the Issuing Bank's automated personal computer based letter of credit
     initiation  software,  and  shall  specify  in form and  detail  reasonably
     satisfactory  to the Issuing Bank: (i) the proposed date of issuance of the
     Letter of Credit (which shall be a Business  Day);  (ii) the face amount of
     the Letter of Credit;  (iii) the expiry date of the Letter of Credit;  (iv)
     the name and address of the  beneficiary  thereof;  (v) the documents to be
     presented by the beneficiary of the Letter of Credit in case of any drawing
     thereunder;  (vi) the full text of any  certificate  to be presented by the
     beneficiary in case of any drawing thereunder;  (vii) whether the Letter of
     Credit is to be Issued in Dollars,  Pounds or an Alternative Currency,  and
     (viii) such other matters as the Issuing Bank may require.

          (b) At least two (2) Business Days prior to the Issuance of any Letter
     of Credit,  the Issuing  Bank will confirm  with the  appropriate  Agent in
     writing that such Agent has received a copy of the L/C  Application  or L/C
     Amendment  Application from the Borrowers'  Representative and, if not, the
     Issuing Bank will provide the Agent with a copy thereof. Unless the Issuing
     Bank  has  received  notice  on or  before  the  Business  Day  immediately
     preceding  the date the  Issuing  Bank is to issue a  requested  Letter  of
     Credit  from the Agent (A)  directing  the  Issuing  Bank not to issue such
     Letter  of  Credit  because  such  issuance  is not  then  permitted  under
     Subsection  3.1(a) (ii) as a result of the limitations set forth in clauses
     (1) through (5) thereof or Subsection 3.1 (b) (ii); or (B) that one or more
     conditions specified in Article V are not then satisfied;  then, subject to
     the terms and conditions  hereof,  the Issuing Bank shall, on the requested
     date issue a Letter of Credit for the account of the applicable Borrower in
     accordance with the Issuing Bank's usual and customary business practices.

          (c) From time to time  while a Letter of  Credit  is  outstanding  and
     prior to the Maturity Date, the Issuing Bank will, upon the written request
     of the Borrowers'  Representative received by the Issuing Bank (with a copy
     sent by the Borrowers'  Representative  to the appropriate  Agent) at least
     two (2)  Business  Days (or such shorter time as the Issuing Bank may agree
     in a particular instance in its sole discretion) prior to the proposed date
     of  amendment,  amend any Letter of Credit  issued by it. Each such request
     for amendment of a Letter of Credit shall be made by  facsimile,  confirmed
     immediately in the form of an L/C Amendment Application,  or electronically
     using the Issuing Bank's automated personal computer based letter of credit
     initiation  software,  and  shall  specify  in form and  detail  reasonably
     satisfactory  to the Issuing Bank:  (i) the Letter of Credit to be amended;
     (ii) the proposed date of amendment of the Letter of Credit (which shall be
     a Business Day); (iii) the nature of the proposed amendment;  and (iv) such
     other  matters as the Issuing Bank may  require.  The Issuing Bank shall be
     under no  obligation to amend any Letter of Credit if: (A) the Issuing Bank
     would have no obligation at such time to issue such Letter of Credit in its
     amended form under the terms of this  Agreement;  or (B) the beneficiary of
     any such Letter of Credit  does not accept the  proposed  amendment  to the
     Letter of Credit. The appropriate Agent will promptly notify the applicable
     Lenders  of the  receipt  by it of any  L/C  Application  or L/C  Amendment
     Application.

          (d) The  Issuing  Bank and the Lenders  agree that,  while a Letter of
     Credit is outstanding  and prior to the Maturity Date, at the option of the
     Borrowers'  Representative  and upon the written  request of the Borrowers'
     Representative  received  by the  Issuing  Bank  (with  a copy  sent by the
     Borrowers'  Representative to the Agent) at least two (2) Business Days (or
     such shorter time as the Issuing Bank may agree in a particular instance in
     its sole discretion) prior to the proposed date of notification of renewal,
     the Issuing Bank shall be entitled to  authorize  the renewal of any Letter
     of Credit issued by it. Each such request for renewal of a Letter of Credit
     shall be made by  facsimile,  confirmed  immediately  in the form of an L/C
     Amendment Application, or electronically using the Issuing Bank's automated
     personal  computer based letters of credit  software,  and shall specify in
     form and detail reasonably satisfactory to the Issuing Bank: (i) the Letter
     of Credit to be renewed;  (ii) the proposed date of notification of renewal
     of the Letter of Credit (which shall be a Business Day);  (iii) the revised
     expiry  date of the  Letter of Credit;  and (iv) such other  matters as the
     Issuing Bank may require.  The Issuing Bank shall be under no obligation so
     to renew any  Letter of Credit  if:  (A) the  Issuing  Bank  would  have no
     obligation  at such  time to issue or amend  such  Letter  of Credit in its
     renewed form under the terms of this  Agreement;  or (B) the beneficiary of
     any such  Letter of Credit  does not  accept  the  proposed  renewal of the
     Letter of Credit.

          (e) The Issuing  Bank may, at its election (or as required by the U.S.
     Agent at the  direction  of the  Majority  Lenders)  deliver any notices of
     termination or other  communications to any Letter of Credit beneficiary or
     transferee,  and take any other action as necessary or appropriate,  at any
     time and from  time to time,  in  order to cause  the  expiry  date of such
     Letter of Credit to be a date not later than the Maturity Date.

          (f) This Agreement shall control in the event of any conflict with any
     L/C-Related Document (other than any Letter of Credit).

          (g) The  Issuing  Bank will also  deliver  to the  appropriate  Agent,
     concurrently or promptly  following its delivery of a Letter of Credit,  or
     amendment  to or renewal of a Letter of Credit,  to an  advising  bank or a
     beneficiary,  a true and  complete  copy of each  such  Letter of Credit or
     amendment to or renewal of a Letter of Credit.

         III.3    Risk Participations, Drawings and Reimbursements.

          (a)  Immediately  upon the  Issuance  of each  Letter of  Credit  each
     applicable   Lender  shall  be  deemed  to,  and  hereby   irrevocably  and
     unconditionally  agrees to,  purchase from the Issuing Bank a participation
     in such Letter of Credit and each drawing  thereunder in an amount equal to
     the product of (i) the Commitment Percentage of such Lender, times (ii) the
     maximum  amount  available  to be drawn under such Letter of Credit and the
     amount of such  drawing,  respectively.  Only  International  Lenders shall
     participate in International  Letters of Credit and only U.S. Lenders shall
     participate  in any U.S.  Letters of Credit.  For purposes of  Section 2.1,
     each  Issuance  of a Letter  of  Credit  shall be  deemed  to  utilize  the
     Commitment  of  each  Lender  by an  amount  equal  to the  amount  of such
     participation.

          (b) In the event of any request for a drawing under a Letter of Credit
     by the  beneficiary or transferee  thereof,  the Issuing Bank will promptly
     notify the Borrowers'  Representative.  The appropriate Borrower then shall
     reimburse  the  Issuing  Bank prior to 12:00 noon  (Atlanta  time) for U.S.
     Letters  of  Credit,  and by 12:00  noon  (London  time) for  International
     Letters of Credit on each date that any amount is Paid by the Issuing  Bank
     under any Letter of Credit (each such date, an "Honor Date"),  in an amount
     equal to the amount so paid by the  Issuing  Bank.  In the event a Borrower
     fails to  reimburse  the  Issuing  Bank for the full  amount of any drawing
     under any Letter of Credit by 12:00 noon (Atlanta time),  for U.S.  Letters
     of Credit,  and by 12:00 noon (London  time) for  International  Letters of
     Credit  on the Honor  Date,  the  Issuing  Bank will  promptly  notify  the
     appropriate  Agent and such Agent will promptly notify each affected Lender
     thereof, and such Borrower shall be deemed to have requested that Revolving
     Dollar Loans or, with respect to International Letters of Credit, Revolving
     Pound Loans,  be made by the affected  Lenders to be disbursed on the Honor
     Date under such Letter of Credit.  Any notice  given by the Issuing Bank or
     the Agent  pursuant to this  Subsection  3.3(b) may be oral if  immediately
     confirmed in writing  (including by  facsimile);  provided that the lack of
     such an  immediate  confirmation  shall not  affect the  conclusiveness  or
     binding effect of such notice.

          (c) Each Lender shall upon any notice  pursuant to  Subsection  3.3(b)
     make  available  to the  appropriate  Agent for the account of the relevant
     Issuing  Bank an  amount  in  Dollars  or  Pounds,  as  applicable,  and in
     immediately  available  funds  equal to its  Commitment  Percentage  of the
     amount of the drawing,  whereupon the  participating  Lenders shall each be
     deemed to have made a Loan  consisting  of a Revolving  Dollar Loan (or, in
     the case of International Letters of Credit, a Revolving Pound Loan) to the
     Borrower for whose account such Letter of Credit was issued in that amount.
     If any Lender so notified fails to make available to the appropriate  Agent
     for the account of the Issuing Bank the amount of such Lender's  Commitment
     Percentage of the amount of the drawing by no later than 3:00 p.m. (Atlanta
     time) for U.S.  Letters of Credit,  and not later  than  3:00 p.m.  (London
     time) for International  Letters of Credit on the Honor Date, then interest
     shall accrue on such Lender's  obligation  to make such  payment,  from the
     Honor Date to the date such Lender makes such payment,  at a rate per annum
     equal to the  Federal  Funds Rate in effect  from time to time  during such
     period.  The appropriate  Agent will promptly give notice of the occurrence
     of the Honor Date, but failure of such Agent to give any such notice on the
     Honor  Date or in  sufficient  time to enable  any  Lender  to effect  such
     payment on such date shall not relieve  such  Lender  from its  obligations
     under this Section 3.3.

          (d) Each Lender's obligation in accordance with this Agreement to make
     the Loans, as contemplated  by this  Section 3.3,  as a result of a drawing
     under a Letter of Credit,  shall be absolute and  unconditional and without
     recourse to the Issuing Bank and shall not be affected by any circumstance,
     including (i) any set-off, counterclaim, recoupment, defense or other right
     which such Lender may have against the Issuing Bank, either Borrower or any
     other Person for any reason whatsoever;  (ii) the occurrence or continuance
     of a Default,  an Event of Default or a Material  Adverse Effect;  or (iii)
     any other  circumstance,  happening  or event  whatsoever,  whether  or not
     similar to any of the foregoing.

         III.4    Repayment of Participations in Letters of Credit.

          (a) Upon (and only  upon)  receipt  by the  appropriate  Agent for the
     account  of the  Issuing  Bank of  immediately  available  funds  from  the
     Borrowers  (i) in  reimbursement  of any payment  made by the Issuing  Bank
     under the  Letter of Credit  with  respect to which any Lender has paid the
     Agent for the account of the Issuing Bank for such  Lender's  participation
     in the  Letter of Credit  pursuant  to  Section 3.3  or (ii) in  payment of
     interest  thereon,  the Agent will pay to each Lender, in the same funds as
     those received by the Agent for the account of the Issuing Bank, the amount
     of such  Lender's pro rata share of such funds  (determined  in  accordance
     with its  Commitment  Percentage),  and the Issuing Bank shall  receive the
     amount of the pro rata share of such  funds of any  Lender  that did not so
     pay the Agent for the account of the Issuing Bank.

          (b) If the  appropriate  Agent or the Issuing  Bank is required at any
     time to return to either Borrower, or to a trustee,  receiver,  liquidator,
     custodian, or any official in any Insolvency Proceeding, any portion of the
     payments  made by either  Borrower  to such  Agent for the  account  of the
     Issuing Bank pursuant to Subsection  3.4(a) in  reimbursement  of a payment
     made under the Letter of Credit or  interest  or fee  thereon,  each Lender
     shall,  on  demand of such  Agent,  forthwith  return to such  Agent or the
     Issuing Bank the amount of its pro rata share of any amounts so returned by
     the Agent or the  Issuing  Bank plus  interest  thereon  from the date such
     demand is made to the date such amounts are returned by such Lender to such
     Agent or the Issuing  Bank,  at a rate per annum equal to the Federal Funds
     Rate in effect from time to time.

         III.5    Role of the Issuing Bank.

          (a) Each Lender and each  Borrower  agrees that, in paying any drawing
     under  a  Letter  of  Credit,   the   Issuing   Bank  shall  not  have  any
     responsibility  to  obtain  any  document  (other  than  any  sight  draft,
     documents and certificates  expressly  required by the Letter of Credit) or
     to ascertain or inquire as to the validity or accuracy of any such document
     or the authority of the Person executing or delivering any such document.

          (b) No Agent-Related Person nor any of the respective  correspondents,
     participants or assignees of any Issuing Bank shall be liable to any Lender
     for: (i) any action taken or omitted in connection  herewith at the request
     or with the approval of the Lenders  (including  the Majority  Lenders,  as
     applicable);  (ii) any  action  taken or  omitted  in the  absence of gross
     negligence or willful  misconduct  as determined by a final  non-appealable
     order of a court of  competent  jurisdiction;  or (iii) the due  execution,
     effectiveness, validity or enforceability of any L/C-Related Document.

          (c) Each Borrower hereby assumes all risks of the acts or omissions of
     any  beneficiary  or  transferee  with  respect to its use of any Letter of
     Credit;  provided,  however,  that this  assumption is not intended to, and
     shall not, preclude such Borrower's pursuing such rights and remedies as it
     may have against the  beneficiary  or  transferee at law or under any other
     agreement.   No   Agent-Related   Person,   nor   any  of  the   respective
     correspondents,  participants  or assignees of any Issuing  Bank,  shall be
     liable or  responsible  for any of the  matters  described  in clauses  (i)
     through (vii) of Section 3.6;  provided,  however, anything in such clauses
     to the  contrary  notwithstanding,  that  such  Borrower  may  have a claim
     against  the  Issuing  Bank,  and the  Issuing  Bank may be  liable to such
     Borrower,  to the extent, but only to the extent, of any direct, as opposed
     to consequential or exemplary, damages suffered by such Borrower which such
     Borrower  proves were caused by the Issuing  Bank's  willful  misconduct or
     gross negligence as determined by a final  non-appealable  order of a court
     of competent  jurisdiction.  In  furtherance  and not in  limitation of the
     foregoing:  (i) the Issuing Bank may accept  documents that appear on their
     face to be in order,  without  responsibility  for  further  investigation,
     regardless  of any  notice or  information  to the  contrary;  and (ii) the
     Issuing Bank shall not be  responsible  for the validity or  sufficiency of
     any  instrument  transferring  or  assigning or  purporting  to transfer or
     assign a Letter of Credit or the rights or benefits  thereunder or proceeds
     thereof,  in whole or in part, which may prove to be invalid or ineffective
     for any reason.

          III.6  Obligations  Absolute.  The obligations of each Borrowers under
     this Agreement and any  L/C-Related  Document to reimburse the Issuing Bank
     for a drawing under a Letter of Credit issued for its account, and to repay
     any drawing under any such Letter of Credit converted into Loans,  shall be
     unconditional  and  irrevocable,  and shall be paid  strictly in accordance
     with the terms of this Agreement and each such other  L/C-Related  Document
     under all circumstances,  including the following: (i) any lack of validity
     or enforceability of this Agreement or any L/C-Related  Document;  (ii) any
     change in the time, manner or place of payment of, or in any other term of,
     all or any of the  obligations of either  Borrower in respect of any Letter
     of Credit or any other  amendment  or waiver of or any consent to departure
     from all or any of the  L/C-Related  Documents;  (iii) the existence of any
     claim, set-off, defense or other right that either Borrower may have at any
     time against any  beneficiary or any transferee of any Letter of Credit (or
     any  Person for whom any such  beneficiary  or any such  transferee  may be
     acting),  the Issuing Bank or any other Person,  whether in connection with
     this Agreement, the transactions  contemplated hereby or by the L/C-Related
     Documents or any unrelated transaction; (iv) any draft, demand, certificate
     or other document presented under any Letter of Credit proving to be forged
     or fraudulent (other than by an action of any of the Lenders or the Issuing
     Bank or any of their employees),  or invalid or insufficient in any respect
     or any statement therein being untrue or inaccurate in any respect;  or any
     loss or delay in the transmission or otherwise of any document  required in
     order to make a drawing under any Letter of Credit;  (v) any payment by the
     Issuing Bank under any Letter of Credit against  presentation of a draft or
     certificate  that does not strictly  comply with the terms of any Letter of
     Credit;  (vi) any  payment  made by the  Issuing  Bank  under any Letter of
     Credit  to  any  Person   purporting   to  be  a  trustee  in   bankruptcy,
     debtor-in-possession,  assignee for the benefit of  creditors,  liquidator,
     receiver or other  representative of or successor to any beneficiary or any
     transferee  of any Letter of Credit,  including  any arising in  connection
     with  any   Insolvency   Proceeding;   (vii)  any   exchange,   release  or
     non-perfection of any Collateral,  or any release or amendment or waiver of
     or consent to  departure  from any other  guarantee,  for all or any of the
     obligations  of either  Borrower  in respect  of any  Letter of Credit;  or
     (viii)  any other  circumstance  or  happening  whatsoever,  whether or not
     similar to any of the  foregoing,  including  any other  circumstance  that
     might  otherwise  constitute  a defense  available  to, or a discharge  of,
     either Borrower or any Obligor.

          III.7 Cash Collateral Pledge.  Upon (i) the request of the appropriate
     Agent,  if, as of the  Maturity  Date,  any  Letters  of Credit may for any
     reason  remain  outstanding  and partially or wholly  undrawn,  or (ii) the
     occurrence of the circumstances  described in  Subsection 2.9(a)  requiring
     the Borrowers to Cash Collateralize  Letters of Credit, then, the Borrowers
     shall immediately Cash Collateralize the L/C Obligations in an amount equal
     to such L/C Obligations.

         III.8    Letter of Credit Fees.

          (a) The Borrowers shall pay to the  appropriate  Agent for the account
     of each of the  Lenders a letter of credit fee with  respect to the Letters
     of Credit equal to product of the Applicable  Percentage  times the average
     daily  maximum  available  to be drawn  under the  outstanding  Letters  of
     Credit,  computed on a monthly basis in arrears on the last Business Day of
     each month  based  upon  Letters  of Credit  outstanding  for that month as
     calculated by such Agent;  provided,  however,  only International  Lenders
     will receive such fee with respect to International  Letters of Credit, and
     only U.S. Lenders will receive such fee with respect to any U.S. Letters of
     Credit.  With  respect  to  International   Letters  of  Credit  issued  in
     Alternative  Currencies,  such fee shall be based on the Equivalent Amounts
     thereof  in Pounds.  Such  letter of credit  fees shall be due and  payable
     monthly in arrears on the last Business Day of each  calendar  month during
     which Letters of Credit are outstanding,  commencing on the first such date
     to occur after the Agreement Date, through the Maturity Date (or such later
     date upon which the outstanding  Letters of Credit shall expire),  with the
     final  payment to be made on the  Maturity  Date (or such later  expiration
     date).

          (b) The  Borrowers  shall pay to the Issuing Bank from time to time on
     demand the normal  issuance,  presentation,  amendment and other processing
     fees, and other standard costs and charges, of the Issuing Bank relating to
     letters  of  credit as from  time to time in  effect  plus any legal  costs
     reasonable in amount and actually  incurred.  Such charges  shall  include,
     without limitation,  initially,  a minimum issuance charge per annum of One
     Hundred  Dollars ($100) for U.S.  Letters of Credit and a minimum charge of
     One Hundred Fifty Pounds (150) for International  Letters of Credit,  due
     and  payable  upon   issuance.   The  Issuing  Bank  will,  to  the  extent
     practicable,  notify the Borrowers'  Representative of all such charges (or
     any  changes  therein)  before  each  affected  Letter of Credit is issued,
     amended, renewed or continued.

          III.9 Uniform  Customs and Practice.  The Uniform Customs and Practice
     for  Documentary  Credits  as  published  by the  International  Chamber of
     Commerce  most  recently  at the time of  issuance  of any Letter of Credit
     shall  apply to all  Letters  of  Credit,  and be  deemed  incorporated  by
     reference therein.


                                   ARTICLE IV.

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         IV.1     Taxes.

          (a) Any and all payments by either Borrower to each Obligee under this
     Agreement and any other Loan Document  shall be made free and clear of, and
     without deduction or withholding for, any Taxes. In addition, the Borrowers
     shall pay all Other Taxes.

          (b) If either  Borrower shall be required by law to deduct or withhold
     any  Taxes,  Other  Taxes or  Further  Taxes  from or in respect of any sum
     payable hereunder to any Obligee, then:

          (i) the sum payable  shall be increased  as  necessary so that,  after
     making all required deductions and withholdings  (including  deductions and
     withholdings  applicable  to additional  sums payable under this  Section),
     such Obligee  receives and retains an amount equal to the sum it would have
     received and retained had no such deductions or withholdings been made;

          (ii) such Borrower shall make such deductions and withholdings;

          (iii) such Borrower shall pay the full amount  deducted or withheld to
     the  relevant  taxing  authority  or other  authority  in  accordance  with
     applicable law; and

          (iv)  without  duplication,  such  Borrower  shall  also  pay to  each
     Obligee,  at the time  interest is paid,  Further  Taxes in the amount that
     such Obligee  specifies as necessary to preserve the  after-tax  yield that
     such  Obligee  would have  received if such  Taxes,  Other Taxes or Further
     Taxes had not been imposed.

          (c) Each Borrower  agrees to indemnify and hold harmless each affected
     Obligee  for the full  amount of (i)  Taxes,  (ii) Other  Taxes,  and (iii)
     Further  Taxes in the amount that such  Obligee  specifies  as necessary to
     preserve,  after taking into account any  increases in the sums paid by the
     Borrowers pursuant to Section 4.1(b), the after-tax yield that such Obligee
     would have  received  if such Taxes,  Other Taxes or Further  Taxes had not
     been imposed and deducted or withheld by such  Borrower,  and any liability
     (including  penalties,  interest,  additions to tax and  expenses)  arising
     therefrom or with respect thereto as a result of such Borrower's failure to
     timely remit payment  following such Obligee's demand therefor,  whether or
     not such Taxes,  Other  Taxes or Further  Taxes were  correctly  or legally
     asserted.  Payment under this  indemnification  shall be made within thirty
     (30) days after the date that such Obligee  makes written  demand  therefor
     upon a Borrower. No Obligee shall be indemnified,  however, pursuant hereto
     for any Taxes,  Other Taxes or Further Taxes  incurred or accrued more than
     ninety (90) days prior to the date on which such demand is made.

          (d) Within  thirty  (30) days after the date of any  payment by either
     Borrower  of Taxes,  Other  Taxes or Further  Taxes,  such  Borrower  shall
     furnish to each  affected  Obligee the  original  or a certified  copy of a
     receipt   evidencing   payment  thereof,   or  other  evidence  of  payment
     satisfactory to such Obligee.

          (e) If either  Borrower  is  required to pay any amount to any Obligee
     pursuant to Subsection (b) or (c) of this Section,  then such Obligee shall
     use reasonable efforts (consistent with legal and regulatory  restrictions)
     to change the  jurisdiction of its Lending Office (if appropriate) so as to
     eliminate any such additional payment by such Borrower which may thereafter
     accrue,  if such  change  in the  sole  judgment  of such  Obligee,  is not
     otherwise disadvantageous to such Obligee.

          (f) If following  any  deduction or  withholding  as is referred to in
     clause  4.1(b) from any payment by either  Borrower  and the receipt by any
     Obligee of the  payments by either  Borrower  required  pursuant to clauses
     4.1(b) or 4.1(c), such Obligee shall receive or be granted a credit against
     or remission  for any Taxes  payable by it or shall  receive a repayment of
     any Taxes,  Other Taxes or Further  Taxes so withheld,  then,  such Obligee
     shall,  subject to the relevant  Borrower having made any increased payment
     in  accordance  with clause  4.1(b) or any  payment  under  clause  4.1(c),
     reimburse  the relevant  Borrower with such amount as such Obligee shall in
     its  absolute  discretion  certify  to be the  proportion  of such  credit,
     remission   or   repayment   as  will  leave  such   Obligee   (after  such
     reimbursement)  in no worse  position  than it would have been in had there
     been no such deduction or withholding  from the payment by such Borrower as
     aforesaid.  Such  reimbursement  shall be made  forthwith upon the relevant
     Obligee  certifying  that the amount of such credit or  remission  has been
     received by it;  provided  that such Obligee shall not  unreasonably  delay
     before so certifying.  Nothing contained in this Agreement shall oblige the
     relevant  Obligee to  disclose  to the  Borrowers  or any other  Person any
     information regarding its tax affairs or tax computations or interfere with
     the right of the  relevant  Obligee to arrange  its tax affairs in whatever
     manner it thinks fit and,  in  particular,  no  Obligee  shall be under any
     obligation  to claim relief from its  corporate  profits,  tax liability or
     similar  tax  liabilities  in respect of such tax in  priority to any other
     claims, reliefs,  credits or deductions available to it but subject thereto
     each shall use all reasonable  efforts to obtain any such available credit,
     remission or repayment.

          (g) Each Lender shall use its reasonable efforts  (consistent with its
     internal  policies  and  legal  and  regulatory  restrictions)  to select a
     jurisdiction  for its applicable  lending office or change the jurisdiction
     of its applicable  lending  office,  as the case may be, so as to avoid the
     imposition  of any Taxes,  Other Taxes or Further Taxes or to eliminate the
     amount of any such additional amounts which may thereafter accrue; provided
     that no such  selection or change of the  jurisdiction  for its  applicable
     lending office shall be made if, in the reasonable judgment of such Lender,
     such selection or change would be disadvantageous to such Lender.

          (h)  Notwithstanding  any other  provision  of this  Section  4.1,  no
     Obligor  shall be obliged  to  increase  the  amount of any  payment to any
     Obligee  pursuant hereto if the requirement to make the relevant  deduction
     or withholding arises as a consequence of (i) that such Obligee not being a
     bank within the meaning of Section 840(A) of the Income and Corporation Tax
     Act of 1988 of the United  Kingdom;  or (ii) that such  Obligor  failing to
     bring all  interest  received  by it  hereunder  into  account as a trading
     receipt of a bona fide banking business in the United Kingdom.

         IV.2     Illegality.

          (a) If any Lender  reasonably  determines that the introduction of any
     Requirement  of Law,  or any change in any  Requirement  of Law,  or in the
     interpretation  or  administration  of any  Requirement of Law, has made it
     unlawful,  or that any central  bank or other  Governmental  Authority  has
     asserted  that it is  unlawful,  for any Lender or its  applicable  Lending
     Office to make LIBOR Daily Rate Loans or LIBOR Rate Loans,  or both,  then,
     on notice  thereof by the Lender to the Borrowers'  Representative  through
     the  appropriate  Agent,  any obligation of that Lender to make LIBOR Daily
     Rate  Loans or LIBOR  Rate  Loans,  or both,  as the case may be,  shall be
     suspended   until  the  Lender  notifies  such  Agent  and  the  Borrowers'
     Representative that the circumstances  giving rise to such determination no
     longer exist.

          (b) If  any  Lender  reasonably  determines  that  it is  unlawful  to
     maintain  any LIBOR  Daily Rate Loan or LIBOR Rate Loan,  the  Borrower  so
     affected shall, upon the receipt by the Borrowers' Representative of notice
     of such fact and demand  from such Lender  (with a copy to the  appropriate
     Agent),  prepay in full such  LIBOR  Daily  Rate Loan or LIBOR Rate Loan of
     that Lender then  outstanding,  together with interest  accrued thereon and
     amounts required under Section 4.4,  either on the last day of the Interest
     Period thereof,  if the Lender may lawfully continue to maintain such LIBOR
     Rate Loan or LIBOR  Daily  Rate Loan to such day,  or  immediately,  if the
     Lender may not lawfully  continue to maintain  such LIBOR Rate Loanor LIBOR
     Daily Rate Loan. If a Borrower is required to so prepay any LIBOR Rate Loan
     or LIBOR  Daily Rate Loan,  then  concurrently  with such  prepayment,  the
     Borrower  shall  borrow  from the  affected  Lender,  in the amount of such
     repayment, a Base Rate Loan, if such Loan is a Revolving Dollar Loan, or an
     Overdraft Pound Loan, if such Loan is a Revolving Pound Loan.

          (c) If the  obligation  of any Lender to make or maintain  LIBOR Daily
     Rate Loans or LIBOR Rate Loans has been so  terminated  or  suspended,  the
     Borrowers' Representative may elect, by giving notice to the Lender through
     the  appropriate  Agent that all Loans which would otherwise be made by the
     Lender as LIBOR Daily Rate Loans or LIBOR Rate Loans shall be made  instead
     as a Base  Rate  Loan,  if such  Loan is a  Revolving  Dollar  Loan,  or an
     Overdraft Pound Loan, if such Loan is a Revolving Pound Loan.

         IV.3     Increased Costs and Reduction of Return.

          (a) If any Lender  reasonably  determines  that, due to either (i) the
     introduction  of or any change  (other than any change by way of imposition
     of or increase in reserve  requirements  included in the calculation of the
     LIBOR Rate or in respect of the  assessment  rate  payable by any Lender to
     the FDIC for insuring U.S. deposits) in or in the interpretation of any law
     or regulation  or (ii) the  compliance by that Lender with any guideline or
     request from any central bank or other  Governmental  Authority (whether or
     not  having  the  force of law,  but  which  lenders  in such  jurisdiction
     generally  recognize  as  having  the  force  of law),  there  shall be any
     increase in the cost to such Lender of agreeing to make or making,  funding
     or maintaining any LIBOR Rate Loans or  participating in Letters of Credit,
     or,  in the  case of the  Issuing  Bank,  any  increase  in the cost to the
     Issuing  Bank of agreeing to issue,  issuing or  maintaining  any Letter of
     Credit or of agreeing to make or making,  funding or maintaining any unpaid
     drawing under any Letter of Credit, then the Borrowers shall be liable for,
     and shall from time to time,  upon demand on the Borrowers'  Representative
     (with a copy of such demand to be sent to the  appropriate  Agent),  pay to
     such  Agent for the  account  of such  Lender,  additional  amounts  as are
     sufficient to compensate such Lender for such increased costs.

          (b) If any Lender,  the Overdraft  Bank or the Issuing Bank shall have
     reasonably  determined that (i) the  introduction  of any Capital  Adequacy
     Regulation,  (ii) any change in any Capital Adequacy Regulation,  (iii) any
     change in the  interpretation  or  administration  of any Capital  Adequacy
     Regulation by any central bank or other Governmental Authority charged with
     the  interpretation or administration  thereof,  or (iv) compliance by such
     Lender,  the Overdraft Bank or the Issuing Bank (or its Lending  Office) or
     any corporation  controlling such Lender, the Overdraft Bank or the Issuing
     Bank with any  Capital  Adequacy  Regulation,  affects or would  affect the
     amount of capital  required or expected to be  maintained by such Lender or
     the Issuing Bank or any corporation  controlling such Lender or the Issuing
     Bank and (taking into consideration such Lender's,  the Overdraft Bank's or
     the Issuing  Bank's,  as applicable,  or such  corporation's  policies with
     respect to capital  adequacy and such  Lender's,  the Overdraft Bank or the
     Issuing Bank's, as applicable,  desired return on capital)  determines that
     the amount of such capital is increased as a consequence of its Commitment,
     L/C Commitment,  loans, credits or obligations under this Agreement,  then,
     upon demand of such Lender,  the Overdraft  Bank or the Issuing Bank to the
     Borrowers'  Representative  through the Agent,  the Borrowers  shall pay to
     such Lender,  from time to time as specified by such Lender,  the Overdraft
     Bank's or the Issuing Bank, as applicable, additional amounts sufficient to
     compensate  the Lender,  the  Overdraft  Bank or the Issuing  Bank for such
     increase.

          IV.4 Funding  Losses.  Each Borrower  shall  reimburse each Lender and
     hold each Lender  harmless  from any loss or expense  which such Lender may
     sustain or incur as a consequence of:

          (a) the failure of such Borrower to make on a timely basis any payment
     of principal of any LIBOR Rate Loan;

          (b) the failure of such Borrower to borrow, continue or convert a Loan
     after the Borrowers'  Representative has given (or is deemed to have given)
     a Notice of Borrowing or a Notice of Conversion/ Continuation;

          (c) the failure of such Borrower to make any  prepayment in accordance
     with any notice delivered under Section 2.9; or

          (d) the prepayment (including pursuant to Sections 2.7, 2.8 or 2.9) or
     other payment (including after acceleration  thereof) of an LIBOR Rate Loan
     on a day that is not the last day of the  relevant  Interest  Period or the
     conversion  pursuant to  Section 2.5 of any LIBOR Rate Loan to another Type
     of  Loan  on a day  that is not the  last  day of the  respective  Interest
     Period;  including any such loss or expense arising from the liquidation or
     reemployment  of funds  obtained  by it to  maintain  its LIBOR  Rate Loans
     hereunder or from fees payable to  terminate  the deposits  from which such
     funds were obtained or from charges relating to any LIBOR Rate Loans;

          including  any such loss or expense  arising from the  liquidation  or
     reemployment  of funds  obtained by it to maintain  its LIBOR Rate Loans or
     from fees  payable to  terminate  the  deposits  from which such funds were
     obtained.  For purposes of calculating  amounts payable by the Borrowers to
     the Lenders under this Section and  under  Section 4.3 (a), each LIBOR Rate
     Loan made by a Lender (and each related reserve, special deposit or similar
     requirement) shall be conclusively  deemed to have been funded at the LIBOR
     Rate used in  determining  the  LIBOR  Rate for such  LIBOR  Rate Loan by a
     matching deposit or other borrowing in the interbank  eurodollar market for
     a comparable amount and for a comparable period,  whether or not such LIBOR
     Rate Loan is in fact so funded.

          IV.5 Inability to Determine Rates. If the appropriate Agent determines
     that  for any  reason  adequate  and  reasonable  means  do not  exist  for
     determining  the LIBOR Rate for any requested  Interest Period with respect
     to a proposed LIBOR Rate Loan, or that the LIBOR Rate  applicable  pursuant
     to  Section 2.11(a)  for any  requested  Interest  Period with respect to a
     proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to
     the Lenders of funding  such Loan,  such Agent will  promptly so notify the
     Borrowers'  Representative and each Lender.  Thereafter,  the obligation of
     the affected  Lenders to make or maintain LIBOR Rate Loans  hereunder shall
     be suspended until such Agent upon the instruction of the affected  Lenders
     revokes such notice in writing. Upon receipt of such notice, the Borrowers'
     Representative   may  revoke  any   Notice  of   Borrowing   or  Notice  of
     Conversion/Continuation   then   submitted   by  it.   If  the   Borrowers'
     Representative  does not revoke such  Notice,  the affected  Lenders  shall
     make,  convert  or  continue  the  Loans,  as  proposed  by the  Borrowers'
     Representative,  in the amount specified in the applicable notice submitted
     by the Borrowers'  Representative,  but such Loans shall be made, converted
     or continued as Base Rate Loans,  in the case of Revolving  Dollars  Loans,
     and Overdraft Pound Loans, in the case of Revolving Pound Loans.

          IV.6  Certificates of Lenders.  Any Lender claiming  reimbursement  or
     compensation  under  this  Article  IV  shall  deliver  to  the  Borrowers'
     Representative  (with a copy to the U.S. Agent) a certificate setting forth
     in reasonable  detail the amount payable to such Lender  hereunder and such
     certificate shall be prima facie evidence of the amounts due thereunder.

          IV.7  Substitution  of  Lenders.  Upon the  receipt by the  Borrower's
     Representative  from any  Lender  (an  "Affected  Lender")  of a claim  for
     compensation under Section 4.3, the Borrowers may: (i) request the Affected
     Bank to use its best  efforts  to obtain a  replacement  bank or  financial
     institution  satisfactory to the Borrower and to the  appropriate  Agent (a
     "Replacement Lender") to acquire and assume all or a ratable part of all of
     such Affected Bank's Loans and Commitments, and if such Affected Lenders or
     any Affiliate  thereof is a Swap Provider,  all Specified Swap Contracts of
     such  Affected  Lender and  Affiliate;  (ii) request  one more of the other
     Lenders to acquire and assume all or part of such Affected  Lender's  Loans
     and  Commitment;   or  (iii) designate  a  Replacement   Lender.  Any  such
     designation  of a  Replacement  Bank  under  clause  (i) or (iii)  shall be
     subject to the prior written consent of the U.S. Agent (which consent shall
     not be unreasonably withheld).

          IV.8 Survival. The agreements and obligations of the Borrowers in this
     Article IV shall survive the payment of all other Obligations.


                                   ARTICLE V.

                              CONDITIONS PRECEDENT

          V.1  Conditions  of Initial  Loans.  The  obligation of the Lenders to
     undertake  the  Commitments  and to make the initial Loan  hereunder on the
     Agreement  Date,  the  obligation  of any Issuing Bank to issue the initial
     Letter of Credit and the  obligation of the  Overdraft  Bank to provide the
     Overdraft  Facility  is subject to the  condition  that,  unless  otherwise
     waived, suspended or deferred by written agreement of the U.S. Agent on the
     Agreement Date, the appropriate  Agent shall have received on or before the
     Agreement Date all of the following, in such form and substance as shall be
     satisfactory to such Agent:

          (1) This duly executed Agreement;

          (2) A duly  executed Note to the order of each Lender in the amount of
     such Lender's Commitment Percentage;

          (3) A loan  certificate  signed  by an  officer  of  each  Obligor  in
     substantially   the  form  of  Exhibit  M  attached  hereto,   including  a
     certificate of incumbency  with respect to at least two executive  officers
     of such Person,  together with appropriate attachments which shall include,
     without  limitation,  the  following:  (A) a  copy  of the  Certificate  of
     Incorporation (or the foreign  equivalent  thereof,  if any exists) of such
     Person,  certified (if such Person is organized  under the laws of a United
     States  jurisdiction) to be true,  complete and correct by the Secretary of
     State for the jurisdiction of its incorporation,  (B) a true,  complete and
     correct  copy of the By-Laws of such  Obligor  (or the  foreign  equivalent
     thereof,  if any  exists),  (C) a true,  complete  and correct  copy of the
     resolutions  of such Obligor  authorizing  the borrowing  hereunder and the
     execution,  delivery and  performance by such Obligor of the Loan Documents
     (or the foreign  equivalent  thereof,  if any exists),  (D) certificates of
     good standing (or the foreign equivalent  thereof, if any exists) from such
     Obligor's  jurisdiction  of  incorporation,  (E) with  respect  to any U.S.
     Obligors,  copies of certain employment  contracts for key management level
     employees of such Obligor,  and (F) a copy of any  shareholders'  or voting
     trust or other similar  agreement  among the  shareholders  of such Obligor
     certified to be true, complete and correct by a Responsible Officer of such
     Obligor;

          (4) Security Agreements, duly executed by each Obligor, as applicable;

          (5) Pledge  Agreements,  duly executed by each Obligor,  in respect of
     any Material  Subsidiary  whose  Capital  Stock is owned by it,  limited to
     sixty-five   percent  (65%)  of  such  Capital   Stock,   in  the  case  of
     International Subsidiaries, as applicable;

          (6) A Debenture, duly executed by the International Borrower;

          (7) Opinions of counsel to the  Obligors,  each in form and  substance
     satisfactory to the Agent and its counsel;

          (8) Payment of all documentary  stamp,  intangible  taxes or recording
     fees payable in connection  with the recording of any of the Loan Documents
     including such sums, if any, due in connection with any future Loans;

          (9) Lien search  results (or the  equivalent  thereof) with respect to
     each U.S.  Obligor  and the  International  Borrower  from all  appropriate
     jurisdictions and filing offices;

          (10) Original  Uniform  Commercial  Code financing  statements (or the
     foreign  equivalent  thereof)  signed by each U.S.  Obligor  as debtor  and
     naming the respective  Collateral Agent as secured party to be filed in all
     appropriate  jurisdictions,  in such form as shall be  satisfactory  to the
     U.S. Agent;

          (11) Funds  sufficient  to pay any filing or  recording  tax or fee in
     connection with any and all UCC-1 financing statements and any Mortgages;

          (12) With respect to any Mortgaged Property,  an ALTA Form B (or other
     form  acceptable  to the Agent  mortgagee  policy of title  insurance  or a
     binder  issued  by a title  insurance  company  satisfactory  to the  Agent
     insuring  (or  undertaking  to  insure,  in the case of a binder)  that the
     Mortgage  creates and  constitutes a valid first Lien against the Mortgaged
     Property in favor of the U.S. Agent, subject only to exceptions  acceptable
     to the U.S. Agent, with such endorsements and affirmative  insurance as the
     U.S. Agent may reasonably request;

          (13) Evidence that BOAFSB, as Collateral Agent, has been named as loss
     payee  under all  policies  of  casualty  insurance,  as its  interests  as
     Collateral Agent may appear,  and as additional  insured under all policies
     of  liability  insurance  (excluding  workers'   compensation   insurance),
     required by the Mortgage;

          (14) Evidence that any Mortgaged  Property is not in a "special  flood
     hazard  area"  according  to  federal  guidelines  or, if it is,  and flood
     insurance is available, that such insurance has been obtained;

          (15) Current ALTA surveys and surveyor's  certification as to all real
     property  and all land  covered  by a lease in  respect  of which  there is
     delivered a Mortgage,  or as may be reasonably  required by the Agent, each
     in form and substance satisfactory to the U.S. Agent;

          (16)  Appraisals of each Mortgaged  Property,  in such form, from such
     appraisers, and using such methodologies as shall be acceptable to the U.S.

          (17)  Proof of payment of all title  insurance  premiums,  documentary
     stamp or intangible  taxes,  recording  fees and mortgage  taxes payable in
     connection  with the recording of any Mortgage or the issuance of the title
     insurance  policies  (whether  due on the  Closing  Date or in the  future)
     including sums due in connection with any future advances;

          (18) Such  consents,  estoppels,  subordination  agreements  and other
     documents and instruments executed by landlords,  tenants and other Persons
     party to material contracts relating to any Collateral as to which the U.S.
     Agent  shall be  granted  a Lien for the  benefit  of the  Lenders  and the
     Issuing Bank, as may be reasonably requested by the U.S. Agent; and

          (19) Evidence  that all other actions  necessary or, in the opinion of
     the Agent, desirable to perfect and protect the first priority Lien created
     by the Collateral Documents, and to enhance the Agent's ability to preserve
     and protect its interests in and access to the Collateral, have been taken;

          (20)  Standard  lenders'  payable  endorsements  with  respect  to the
     insurance policies or other instruments or documents  evidencing  insurance
     coverage on the properties of the Company in accordance with Section 7.7.

          (21)  A duly  executed  Borrowing  Base  Certificate  dated  as of the
     Agreement Date;

          (22) Unaudited consolidating and consolidated financial statements for
     LCGI and its  Subsidiaries  for the nine (9) month period ending  September
     30,  1997,  together  with  LCGI's 10-Q report to the SEC as of such fiscal
     quarter end;

          (23) Copies of certificates of insurance,  loss payee endorsements (or
     their foreign  equivalent,  if any), with respect to the insurance policies
     covering the assets  (other than real  property) of Borrowers and otherwise
     meeting the requirements of Section 7.6 hereof;

          (24) Copies of any pay-off letters,  termination statements,  canceled
     mortgages  and the like  required by the Agent or the Lenders in connection
     with the removal of any Liens  (other  than  Permitted  Liens)  against the
     assets of the Borrowers (including,  but not limited to, the release of all
     Liens of SunTrust Bank,  Atlanta  against the assets of the Borrowers and a
     letter  from   Barclays   Bank,   PLC  addressed  to  LCGI,  as  Borrowers'
     Representatives,  and stating the agreement of Barclays Bank PLC to release
     its Liens against the assets of Gibb upon receipt of a Letter of Credit);

          (25)  Payment  of all  fees  and  expenses  payable  to the  Agent  in
     connection  with the execution and delivery of this  Agreement,  including,
     without limitation, fees and expenses of counsel to the Agent;

          (26) A  certificate,  to be  substantially  in the form of  Exhibit  M
     attached hereto,  signed by a Responsible  Officer of LCGI, dated as of the
     Agreement  Date,  stating  that:  (a) the  representations  and  warranties
     contained in Article VI are true and correct on and as of such date; (b) no
     Default  or Event  of  Default  exists  or would  result  from the  initial
     Borrowing  on the  Agreement  Date;  and (c) there has not  occurred  since
     November 30,  1997,  any event or  circumstance  that has resulted or could
     reasonably be expected to result in a Material Adverse Effect; and

          (27) Such other  approvals,  opinions,  documents  or materials as the
     Agent, any Issuing Bank or any Lender may reasonably request.

          V.2 Conditions to All Credit Extensions. The obligation of the Lenders
     to make each Loan, including the initial Loan hereunder,  or to continue or
     convert any Loan under Section 2.4,  and the obligation of the Issuing Bank
     to Issue any Letter of Credit  (including  the initial Letter of Credit) is
     subject to the  satisfaction of the following  conditions  precedent on the
     relevant  Borrowing Date,  Conversion Date,  Continuation  Date or Issuance
     Date:

          (a) The  appropriate  Agent shall have received  (with, in the case of
     the  initial  Loan  only,  a copy for each  affected  Lender)  a Notice  of
     Borrowing or a Notice of  Conversion/Continuation,  as applicable or in the
     case of any  Issuance  of any Letter of Credit,  the  Issuing  Bank and the
     appropriate  Agent shall have received an L/C  Application or L/C Amendment
     Application, as required under Section 3.2;

          (b) The representations and warranties in Article VI shall be true and
     correct in all material respects, and shall be deemed to be made, at and as
     of the Agreement Date and the date of the Borrowing of each Loan which will
     increase  the  principal  amount  of the  Loans  outstanding,  or upon  the
     issuance  of each  Letter of Credit  hereunder,  except to the extent  such
     representations and warranties (a) relate expressly to an earlier date, (b)
     were  previously  fulfilled in accordance  with the terms hereof and to the
     extent  subsequently  inapplicable,  or (c) are  modified  as a  result  of
     activities  of the  Borrowers or changes in  circumstances,  in any case as
     permitted  hereunder or as consented to or waived in writing in  accordance
     with Section 12.1 hereof, and all representations and warranties made under
     this Agreement shall survive, and not be waived by, the execution hereof by
     the Agent, the Issuing Banks, and the Lenders, or by the making of any Loan
     or the issuance of any Letter of Credit under this Agreement.

          (c) No Default,  Event of Default or Borrowing Base  Deficiency  shall
     exist or shall result from such Borrowing or  continuation or conversion or
     Issuance.

          Each Notice of Borrowing,  Notice of  Conversion/Continuation  and L/C
     Application  or L/C  Amendment  Application  submitted  by  the  Borrowers'
     Representative  hereunder shall constitute a representation and warranty by
     the Borrowers hereunder,  as of the date of each such notice and as of each
     Borrowing  Date,   Conversion/Continuation   Date,  or  Issuance  Date,  as
     applicable, that the conditions in this Section 5.2 are satisfied.


                                  ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

          Each Obligor represents and warrants to Obligee that:

          VI.1 Corporate  Existence and Power. Such  Obligor:rate  Existence and
     Power

          (a) is a  corporation  duly  organized,  validly  existing and in good
     standing under the laws of the jurisdiction of its incorporation;

          (b)  has the  power  and  authority  and  all  governmental  licenses,
     authorizations,  consents  and  approvals  to own its assets,  carry on its
     business and to execute,  deliver,  and perform its  obligations  under the
     Loan Documents;

          (c) is duly  qualified as a foreign  corporation  and in good standing
     under the laws of each jurisdiction where its ownership, lease or operation
     of property or the conduct of its business  requires such  qualification or
     license and the failure to be so  qualified  would have a Material  Adverse
     Effect on such Borrower; and

          (d) is in compliance with all material Requirements of Law.

          VI.2  Corporate  Authorization;   No  Contravention.   The  execution,
     delivery and  performance  by each Obligor of this Agreement and each other
     Loan Document, have been duly authorized by all necessary corporate action,
     and do not and will not:

          (a) contravene the terms of such Obligor's Organization Documents;

          (b) conflict  with or result in any material  breach or  contravention
     of, or the creation of any material Lien under, any document evidencing any
     Contractual  Obligation  to which  any  Obligor  is a party  or any  order,
     injunction,  writ or  decree  of any  Governmental  Authority  to which any
     Obligor or any of its property is subject; or

          (c) violate any Requirement of Law.

          VI.3 Governmental Authorization.  Except as disclosed on Schedule 6.3,
     no  approval,  consent,  exemption,  authorization,  or other action by, or
     notice  to,  or  filing  with,  any  Governmental   Authority  (except  for
     recordings or filings in connection  with the Liens granted to the Agent or
     a Collateral Agent under the Collateral Documents) is necessary or required
     in  connection   with  the  execution,   delivery  or  performance  by,  or
     enforcement  against,  any  Obligor  of the  Agreement  or any  other  Loan
     Document.

          VI.4 Binding  Effect.  This  Agreement and each other Loan Document to
     which such  Obligor is a party  constitute  the  legal,  valid and  binding
     obligations of such Obligor  enforceable against such Obligor in accordance
     with their respective  terms,  except as  enforceability  may be limited by
     applicable   bankruptcy,   insolvency,   or  similar  laws   affecting  the
     enforcement  of  creditors'  rights  generally or by  equitable  principles
     relating to enforceability.

          VI.5  Litigation.  Except as  specifically  disclosed in Schedule 6.5,
     there are no actions, suits, proceedings, claims or disputes pending, or to
     the  knowledge of the  Borrowers,  threatened or  contemplated,  at law, in
     equity,  in arbitration or before any Governmental  Authority,  against any
     Obligor,  any Material  Subsidiaries or any of their respective  properties
     that  involve  an amount in excess of the  Material  Amount and that is not
     fully covered by insurance,  and none of the matters  disclosed on Schedule
     6.5:

          (a) purport to affect or pertain to this  Agreement  or any other Loan
     Document, or any of the transactions contemplated hereby or thereby; or

          (b) if determined  adversely to such Obligor or any Subsidiary,  would
     reasonably be expected to have a Material Adverse Effect.

          No injunction,  writ, temporary  restraining order or any order of any
     nature  has  been  issued  by any  court or  other  Governmental  Authority
     purporting to enjoin or restrain the execution,  delivery or performance of
     this  Agreement  or  any  other  Loan  Document,   or  directing  that  the
     transactions provided for herein or therein not be consummated as herein or
     therein provided.

          VI.6 No Default. No Default or Event of Default exists or would result
     from the incurring of any  Obligations by the Obligors or from the grant or
     perfection  of the Liens of the  Obligees  on the  Collateral.  Neither any
     Obligor nor any Material  Subsidiary is in default under or with respect to
     any  Contractual  Obligation  in any  respect  (including  the  granting or
     perfection of Liens on the Collateral) which, individually or together with
     all such defaults,  could  reasonably be expected to result in liability to
     LCGI or such Subsidiary in excess of the Material Amount.

          VI.7 ERISA  Compliance.  Except as specifically  disclosed in Schedule
     6.7:

          (a) Each  Plan is in  compliance  in all  material  respects  with the
     applicable  provisions  of ERISA,  the Code and other federal or state law.
     Each Plan which is intended to qualify under Section 401(a) of the Code has
     received  a  favorable  determination  letter  from  the  IRS  and,  to the
     knowledge of the Borrowers, nothing has occurred which would cause the loss
     of such qualification.  Each Borrower and each ERISA Affiliate has made all
     required  contributions to any Plan subject to Section 412 of the Code, and
     no  application  for a funding  waiver or an extension of any  amortization
     period  pursuant to  Section 412  of the Code has been made with respect to
     any Plan.

          (b)  There  are no  pending  or,  to the  knowledge  of the  Obligors,
     threatened  claims,  actions  or  lawsuits,  or action by any  Governmental
     Authority,  with respect to any Plan which has resulted or could reasonably
     be expected to result in liability to LCGI or any  Subsidiary  in excess of
     the Material Amount. There has been no prohibited  transaction or violation
     of the  fiduciary  responsibility  rules with respect to any Plan which has
     resulted or could  reasonably be expected to result in liability to LCGI or
     any Subsidiary in excess of the Material Amount.

          (c) (i) No ERISA  Event has  occurred  or is  reasonably  expected  to
     occur;  (ii) no Pension  Plan has any  Unfunded  Pension  Liability;  (iii)
     neither any Obligor nor any ERISA  Affiliate  has  incurred,  or reasonably
     expects to incur, any liability under Title IV of ERISA with respect to any
     Pension Plan (other than premiums due and not delinquent under Section 4007
     of  ERISA);  (iv)  neither  either  Borrower  nor any ERISA  Affiliate  has
     incurred,  or reasonably  expects to incur, any liability (and no event has
     occurred  which,  with the giving of notice  under  Section 4219  of ERISA,
     would result in such  liability)  under  Section 4201 or 4243 of ERISA with
     respect to a  Multiemployer  Plan; and (v) neither either  Borrower nor any
     ERISA  Affiliate  has  engaged  in a  transaction  that could be subject to
     Section 4069 or 4212(c) of ERISA.

          VI.8 Use of Proceeds:  Margin  Regulations.  The proceeds of the Loans
     are to be used  solely  for the  purposes  set  forth in and  permitted  by
     Section 7.13  and  Section 8.7.  No  Borrower is  generally  engaged in the
     business of purchasing or selling Margin Stock or extending  credit for the
     purpose of purchasing or carrying Margin Stock.

          VI.9  Title to  Properties.  Such  Obligor  and  each of the  Material
     Subsidiaries  have good  record and  marketable  title in fee simple to, or
     valid  leasehold  interests in, all real property  necessary or used in the
     ordinary conduct of their respective businesses, except for such defects in
     title as could  not,  individually  or in the  aggregate,  have a  Material
     Adverse Effect.  As of the Agreement Date, the property of each Obligor and
     the  Material  Subsidiaries  is subject to no Liens  (other  than any being
     released upon closing of the transactions  contemplated herein), other than
     Permitted Liens.

          VI.10 Taxes.  Except as disclosed on Schedule  6.10,  each Obligor and
     the Material  Subsidiaries have filed all Federal and other tax returns and
     reports  required to be filed,  and have paid all Federal and other  taxes,
     assessments,  fees and other  governmental  charges  levied or imposed upon
     them or their  properties,  income or  assets  otherwise  due and  payable,
     except  those  which  are  being  contested  in good  faith by  appropriate
     proceedings  and  for  which  adequate   reserves  have  been  provided  in
     accordance  with GAAP.  There is no  proposed  tax  assessment  against any
     Obligor or any Material Subsidiary that would, if made, result in liability
     to such Obligor or any such  Subsidiary  in excess of the Material  Amount.
     The  charges,  accruals,  and  reserves  on  the  books  of  LCGI  and  its
     Subsidiaries  in  respect  of taxes  are,  in the  reasonable  judgment  of
     Obligors,  adequate.  Except as  disclosed  on Schedule  6.10,  neither any
     Obligor nor any  Material  Subsidiary  is  presently  being  audited by, or
     received  notice of any future audit from, the Internal  Revenue Service or
     any other tax authority.

          VI.I Financial Condition, Fiscal Year

          (a) The  financial  statements  of  LCGI  and  its  Subsidiaries  most
     recently  delivered to the Agent: (i) were prepared in accordance with GAAP
     consistently  applied  throughout  the period  covered  thereby,  except as
     otherwise  expressly  noted  therein  (subject,  in  the  case  of  interim
     financial  statements,   to  ordinary,   good  faith,  year-end  accounting
     adjustments in accordance  with GAAP);  (ii) present fairly in all material
     respects the  financial  condition of LCGI and its  Subsidiaries  as of the
     date thereof and results of operations for the period covered thereby;  and
     (iii)  show all  material  Indebtedness  and other  liabilities,  direct or
     contingent,  of  LCGI  and its  consolidated  Subsidiaries  as of the  date
     thereof;

          (b) Since  September  30,  1997,  there has been no  Material  Adverse
     Effect.

          (c) The fiscal year of LCGI and each Material  Subsidiary  ends on (or
     about) December 31.

          VI.12 Environmental Matters. Except as disclosed in Schedule 6.12:

          (a) the on-going  operations  of each Obligor and each of the Material
     Subsidiaries  comply in all respects with all material  Environmental Laws,
     except such non-compliance  which would not (if enforced in accordance with
     applicable law) result in liability in excess of Two Hundred Fifty Thousand
     Dollars ($250,000), in the aggregate.

          (b) each Obligor and each of the Material  Subsidiaries  have obtained
     all material licenses,  permits,  authorizations and registrations required
     under any  Environmental  Law  ("Environmental  Permits") and necessary for
     their respective ordinary course operations, all such Environmental Permits
     are  in  good  standing,   and  each  Obligor  and  each  of  the  Material
     Subsidiaries  are in compliance  with all material  terms and conditions of
     such Environmental Permits.

          (c) neither any Obligor, nor any of the Material Subsidiaries, nor any
     of its or their respective  present  property or operations,  is subject to
     any  outstanding  written  order from or  agreement  with any  Governmental
     Authority,   nor  subject  to  any  judicial  or  docketed   administrative
     proceeding,  respecting  any  Environmental  Law,  Environmental  Claim  or
     Hazardous Material.

          (d)  there  are  no  Hazardous   Materials  or  other   conditions  or
     circumstances  existing with respect to any property of each Obligor or any
     Material  Subsidiary,  or arising from operations of such Obligor or any of
     its Material Subsidiaries that would reasonably be expected to give rise to
     Environmental  Claims with a  potential  liability  to each  Obligor or any
     Material  Subsidiaries in excess of the Material Amount,  in the aggregate,
     for any such condition,  circumstance or property.  In addition (i) neither
     any Obligor nor any Material  Subsidiary has any underground  storage tanks
     (x)  that  are  not  properly  registered  or  permitted  under  applicable
     Environmental  Laws,  or (y) that are  leaking or  disposing  of  Hazardous
     Materials  off-site,  and  (ii)  each  Obligor  and  each  of the  Material
     Subsidiaries have notified all of their employees of the existence, if any,
     of any health hazard  arising from the  conditions of their  employment and
     have met all  notification  requirements  under Title III of CERCLA and all
     other Environmental Laws.

          VI.13 Collateral Documents

          (a) The provisions of each of the  Collateral  Documents are effective
     to create in favor of the appropriate  Collateral  Agent for the benefit of
     the  Obligees,  a legal,  valid and  enforceable  first  priority  security
     interest in all right, title and interest of such Obligor in the collateral
     described therein;  and financing statements have been filed in the offices
     in  all  of the  jurisdictions  listed  in  the  schedule  to the  Security
     Agreement  and each  such  Security  Agreement  has been  filed in the U.S.
     Patent and Trademark Office and the U.S. Copyright Office.

          (b) Each Mortgage when delivered will be effective to grant to BOAFSB,
     as  Collateral  Agent,  for the benefit of the Obligees a legal,  valid and
     enforceable  deed  of  trust/mortgage  lien  on all the  right,  title  and
     interest of the mortgagor  under such  Mortgage in the  mortgaged  property
     described therein.  When each such Mortgage is duly recorded in the offices
     listed on the schedule to such Mortgage and the mortgage recording fees and
     taxes in respect  thereof are paid and compliance is otherwise had with the
     formal requirements of state law applicable to the recording of real estate
     mortgages  generally,   each  such  mortgaged  property,   subject  to  the
     encumbrances  and exceptions to title set forth therein and except as noted
     in the title policies  delivered to the Agent pursuant to  Section 6.1,  is
     subject to a legal, valid, enforceable and perfected first priority deed of
     trust;  and when  financing  statements  have  been  filed  in the  offices
     specified in such  Mortgage,  such  Mortgage  also creates a legal,  valid,
     enforceable  and  perfected  first lien on, and  security  interest in, all
     right,  title and  interest  of such  Obligor  under such  Mortgage  in all
     personal  property and fixtures which is covered by such Mortgage,  subject
     to no other Liens,  except the  encumbrances  and  exceptions  to title set
     forth  therein  and  except as noted in the  title  policies  delivered  to
     BOAFSB, as Collateral Agent pursuant to Section 3.1, and Permitted Liens.

          (c) All  representations and warranties of such Obligor and any of its
     Material  Subsidiaries party thereto contained in the Collateral  Documents
     are true and correct.

          VI.14 Regulated Entities. No Obligor nor any Material Subsidiary is an
     "Investment  Company"  within the meaning of the Investment  Company Act of
     1940. No Borrower is subject to regulation under the Public Utility Holding
     Company Act of 1935,  the Federal Power Act, the  Interstate  Commerce Act,
     any state public  utilities  code, or any other Federal or state statute or
     regulation limiting its ability to incur Indebtedness.

          VI.15  No  Burdensome  Restrictions.   No  Obligor  nor  any  Material
     Subsidiary is a party to or bound by any Contractual Obligation, or subject
     to any restriction in any Organization Document, or any Requirement of Law,
     which could reasonably be expected to have a Material Adverse Effect.

          VI.16 Business and Collateral Locations

          (a) On the date of this  Agreement the office where each Obligor keeps
     its books and records  concerning  its Accounts and other  Collateral,  and
     such  Obligor's  chief place of business  and chief  executive  office,  is
     located at the  respective  address  set forth on  Schedule  6.16(a)  which
     contains a complete and accurate list, as of the date of this Agreement, of
     all of the places of business of each Obligor.

          (b) Schedule  6.16(b) contains a complete and accurate list, as of the
     date of this Agreement, of the locations of all Collateral of each Obligor.

          VI.17 Real  Property.  Schedule  6.17 contains a complete and accurate
     list,  as of the  date of this  Agreement,  of (a) the  address  and  legal
     descriptions  of any  Real  Property  owned by each  Obligor  or any of its
     Material Subsidiaries and (b) the name and mailing address of the landlord,
     and the property  address,  of all Real Property not owned by an Obligor on
     which any  Fixtures  or  Equipment  owned by any Obligor is located (to the
     extent such information is not included on Schedule 6.16).

          VI.18 Intellectual Property;  Licenses.  Each Obligor owns directly or
     is entitled to use, by license or otherwise, adequate Intellectual Property
     to continue to conduct its business as heretofore  conducted by it, and all
     Intellectual  Property  existing on the date hereof,  (together with in the
     case of Patents,  trademarks and copyrights, the date of issuance thereof),
     is listed on Schedule 6.18.  With respect to  Intellectual  Property of any
     Obligor,  unless  such  Intellectual  Property  is  immaterial  to business
     operations,  has  become  obsolete  or is no  longer  used or useful in the
     conduct  of the  business  of such  Borrower,  and except as  described  on
     Schedule 6.18:

          (a) It is  valid  and  enforceable,  is  subsisting,  and has not been
     adjudged invalid or unenforceable, in whole or in part;

          (b) Unless and except to the extent  that its failure to do so has not
     had,  and could  not be  reasonably  expected  to have a  Material  Adverse
     Effect,  such Obligor has made all necessary  filings and  recordations  to
     protect its interest therein, including,  without limitation,  recordations
     of all of its interest in its patent  property,  trademark  property in the
     United States Patent and Trademark  Office and, to the extent necessary for
     the conduct of such Obligor's business, in corresponding offices throughout
     the world and its claims to its  copyright  property  in the United  States
     Copyright  Office  and,  to the extent  necessary  for the  conduct of such
     Obligor's business, in corresponding offices throughout the world;

          (c)  Except  as set  forth  on  Schedule  6.18,  such  Obligor  is the
     exclusive owner of the entire and unencumbered right, title and interest in
     and to such  Intellectual  Property  owned by it and no claim has been made
     that the use of any of its owned Intellectual  Property does or may violate
     the asserted rights of any third party; and

          (d) Unless and except to the extent  that its failure to do so has not
     had,  and could  not be  reasonably  expected  to have a  Material  Adverse
     Effect,  such Obligor has  performed,  and such  Borrower  will continue to
     perform, all acts, and such Borrower has paid and will continue to pay, all
     required  fees  and  taxes,  to  maintain  each  and  every  item  of  such
     Intellectual  Property in full force and effect  throughout  the world,  as
     applicable.

          Except as set forth on Schedule 6.18, each Obligor owns directly or is
     entitled  to  use,  by  license  or  otherwise,  all  patents,  trademarks,
     copyrights, mask works, licenses, technology, knowhow, processes and rights
     with  respect  to  any  of  the  foregoing  used  in,  necessary  for or of
     importance to the conduct of such Obligor's business, the lack of ownership
     of, or entitlement to, would have a Material Adverse Effect.

          VI.19  Subsidiaries.  Schedule 6.19 sets forth,  for each  Obligor,  a
     complete and accurate list of such  Obligor's  Subsidiaries,  and, for each
     such  Subsidiary,  a complete and accurate  statement of (a) such Obligor's
     percentage ownership of each of such Subsidiaries  (including a description
     of the  outstanding  Capital  Stock of such  Subsidiary),  (b) the state or
     other  jurisdiction of formation or  incorporation of each such Subsidiary,
     (c) each state or other jurisdiction in which each such Domestic Subsidiary
     is qualified to do business on the date of this Agreement,  (d) all of such
     Subsidiary's  trade names, trade styles or doing business forms on the date
     of  this  Agreement,   and  (e)  whether  such  Subsidiary  is  a  Material
     Subsidiary.  Except as thus disclosed on Schedule 6.19,  there are no other
     Material Subsidiaries on the Agreement Date.

          VI.20  Joint   Ventures.   Neither   any  Obligor  nor  any   Material
     Subsidiaries is a partner or joint venturer in any Joint Venture other than
     (i) the Joint Ventures listed on Schedule 6.20,  which sets forth, for each
     Joint  Venture,  a complete  and accurate  statement of (a) the  percentage
     ownership of each such partnership or joint venture by LCGI or any Material
     Subsidiaries, and (b) the state, country or other jurisdiction of formation
     or incorporation, as appropriate, of each Joint Venture.

          VI.21 Solvency. Each Obligor and each Material Subsidiary are Solvent.

          VI.22  Swap   Obligations.   No  Obligor  nor  any  of  the   Material
     Subsidiaries  has  incurred  any  outstanding  obligations  under  any Swap
     Contracts,  other  than  as  may be  listed  on  Schedule  6.22.  LCGI  has
     undertaken  its own  independent  assessment  of its  consolidated  assets,
     liabilities  and  commitments  and  has  considered  appropriate  means  of
     mitigating  and  managing  risks  associated  with such matters and has not
     relied  on any  Swap Provider  or any  Affiliate  of any Swap  Provider  in
     determining whether to enter into any Swap Contract.

          VI.23  Material  Contracts;  Labor  Matters.  Schedule 6.23 contains a
     list,  as of the date of this  Agreement,  of all,  or  substantially  all,
     contracts or  agreements  to which any Obligor or Material  Subsidiary is a
     party  which is for one (1) year or longer and  provide for payment by such
     Person  of One  Million  Dollars  ($1,000,000)  (or the  Equivalent  Amount
     thereof in Pounds or Alternative  Currencies) or more and, upon the request
     of the Agent or any Lender,  such  Obligor  will  provide the Agent or such
     Lender,  as  applicable,  with a copy of any such  contract  or  agreement.
     Except as disclosed on Schedule  6.23:  (a) no labor  contract to which any
     Obligor  or  Material  Subsidiary  is a party or is  otherwise  subject  is
     scheduled to expire prior to the Maturity  Date; (b) no Obligor or Material
     Subsidiary has,  within the two (2) year period  preceding the date of this
     Agreement,  taken any action which would have  constituted or resulted in a
     "plant  closing" or "mass layoff"  within the meaning of the Federal Worker
     Adjustment  and  Retraining   Notification  Act  of  1988  or  any  similar
     applicable  federal,  state or local law,  and no  Obligor or any  Material
     Subsidiary has a reasonable  expectation that any such action is or will be
     required at any time prior to the Maturity  Date;  and (c) on the Agreement
     Date (i) no Obligor or Material  Subsidiary is a party to any labor dispute
     (other than any immaterial  disputes with its employees as individuals  and
     not  affecting  its  relations  with any labor group or its  workforce as a
     whole)  and (ii)  there are no  pending  or, to such  Obligor's  knowledge,
     threatened strikes or walkouts relating to any labor contracts to which any
     Obligor or Material Subsidiary is a party or is otherwise subject.

          VI.24 Insurance.  The Obligors have insurance meeting the requirements
     of Section 7.7  hereof,  and such insurance  policies are in full force and
     effect.  As of the Agreement Date, all insurance  maintained by any Obligor
     is described on Schedule 6.24 hereto.

          VI.25 Year 2000 Compliance.  LCGI has conducted a comprehensive review
     and assessment of its and the Material  Subsidiaries' computer applications
     with respect to the "year 2000  problem"  (that is, the risk that  computer
     applications may not be able to properly perform  date-sensitive  functions
     after December 31, 1999) and,  based on that review,  if any, LCGI does not
     believe the year 2000  problem  will  result in a change  having a Material
     Adverse Effect.

          VI.26 Full Disclosure.  None of the representations or warranties made
     by the Obligors in the Loan  Documents as of the date such  representations
     and  warranties  are  made or  deemed  made,  and  none  of the  statements
     contained in any report,  or  certificate  furnished by or on behalf of the
     Borrowers  in  connection  with the Loan  Documents,  contains  any  untrue
     statement  of a material  fact or omits any  material  fact  required to be
     stated therein or necessary to make the statements  made therein,  in light
     of the  circumstances  under which they are made,  not misleading as of the
     time when made or delivered.


                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

          So long as any Lender or the Overdraft  Bank shall have any Commitment
     hereunder,  or the Issuing Bank shall have any L/C Commitment hereunder, or
     any Loan or other  Obligation  shall remain unpaid or  unsatisfied,  or any
     Letter of Credit shall  remain  outstanding,  unless the  Majority  Lenders
     waive compliance in writing:

          VII.1  Financial  Statements.   The  Borrowers'  Representative  shall
     deliver to the U.S. Agent, in form and detail satisfactory to such Agent:

          (a) as soon as  available,  but not later than  ninety (90) days after
     the end of each fiscal  year, a copy of the audited  balance  sheet of LCGI
     and its Subsidiaries as at the end of such year and the related  statements
     of income or operations, shareholders' equity and cash flows for such year,
     on a consolidated and  consolidating  basis,  setting forth in each case in
     comparative  form the figures for the previous fiscal year, and accompanied
     by  the  opinion  of  Ernst  &  Young  or any  other  nationally-recognized
     independent  public  accounting  firm  selected by LCGI which is reasonably
     acceptable to the Agent  ("Independent  Auditor")  which report shall state
     that such consolidated  financial statements present fairly in all material
     respects the  financial  position for the periods  indicated in  conformity
     with GAAP  applied on a basis  consistent  with prior  years.  Such opinion
     shall not be  qualified  or  limited  because  of a  restricted  or limited
     examination by the Independent Auditor of any material portion of LCGI's or
     any Subsidiary's records, and

          (b) as soon as  available,  but not later than  thirty (30) days after
     the end of each of fiscal month,  a copy of the unaudited  balance sheet of
     LCGI  and its  Subsidiaries  as of the end of such  month  and the  related
     statement of income, on a consolidating and consolidated  basis,  certified
     by a Responsible Officer as presenting fairly in all material respects,  in
     accordance with GAAP (subject to ordinary,  good faith, year-end accounting
     adjustments  in  accordance  with GAAP),  the  financial  position  and the
     results of operations of LCGI and the Subsidiaries.

          VII.2 Certificates;  Other Information.  The Borrowers' Representative
     shall furnish to the U.S. Agent:

          (a)  concurrently  with  the  delivery  of  the  financial  statements
     referred  to in  Subsections  7.1(b) for the months  ending at each  fiscal
     quarter end, a Compliance  Certificate executed by a Responsible Officer of
     LCGI;

          (b) promptly, copies of all financial statements and reports that LCGI
     sends to its shareholders;

          (c)  promptly,  from time to time,  as the U.S.  Agent may  reasonably
     request,  a written report of any material  change in the  information  set
     forth in Schedule 6.19 or Schedule 6.20  concerning,  respectively,  any of
     the Subsidiaries or Joint Venture;

          (d)  promptly,  from time to time,  as the U.S.  Agent may  reasonably
     request,  but at least annually,  within thirty (30) days after each fiscal
     year end, a written  report of any material  change to the list of patents,
     trademarks,  copyrights and other  Intellectual  Property  information  set
     forth in Schedule 6.18;

          (e)  promptly,  from time to time,  as the U.S.  Agent may  reasonably
     request, but at least quarterly, within thirty (30) days after each quarter
     end, a written  report of any material  change to the list of contracts set
     forth in Schedule 6.23.

          (f) promptly after,  but in any event within ten (10) days after,  the
     sending  thereof,  copies of all  financial  statements,  reports and other
     information which LCGI files with the Securities and Exchange Commission;

          (g) promptly after,  but in any event within ten (10) days after,  the
     preparation of same,  copies of all material press releases  issued by LCGI
     or any Subsidiary;

          (h) as soon as available  but not later than thirty (30) days prior to
     the end of any fiscal year,  copies of any annual budget or projections for
     the next fiscal year prepared by LCGI; and

          (i)  promptly,  such  additional  information  regarding the business,
     financial or corporate  affairs of LCGI or any Subsidiary as the U.S. Agent
     may from time to time reasonably request;

          VII.3 Borrowing Base Certificate.  The Borrowers' Representative shall
     deliver to U.S. Agent a Borrowing Base Certificate  signed by a Responsible
     Officer as of the end of each fiscal month as soon as available each month,
     but in any event  not later  than  thirty  (30) days  after the end of such
     fiscal month.

          VII.4 Notices. The Borrowers' Representative shall promptly notify the
     U.S. Agent:

          (a) of the  occurrence of any Event of Default,  and of the occurrence
     or existence of any event or circumstance that could reasonably be expected
     to result in an Event of Default;

          (b) of (i) any breach or non-performance of, or any default under, any
     Contractual  Obligation  of any Obligor;  or (ii) any dispute,  litigation,
     investigation, proceeding or suspension which may exist at any time between
     LCGI or any of its Subsidiaries and any Governmental  Authority;  which, in
     either case,  could  reasonably be expected to result in a Material Adverse
     Effect.

          (c) (x) of the  commencement  of, or any material  development in, any
     litigation  or  proceeding  by,  against or affecting  LCGI or any Material
     Subsidiary (i) in which the amount of damages  claimed exceeds the Material
     Amount,  (ii) in which injunctive or similar relief is sought and which, if
     adversely  determined,  would  reasonably  be  expected  to have a Material
     Adverse  Effect,  or (iii) in which the relief  sought is an  injunction or
     other stay of the  performance of this  Agreement or any Loan Document,  or
     (y) of the  entry of any  judgment  against  any  Obligor  in excess of the
     Material Amount;

          (d) of any material  change or proposed  material change in any of the
     information set forth on Schedule 6.16 or Schedule 6.17,  including but not
     limited to (i) any change in the location of the chief executive  office or
     chief place of business,  and (ii) any opening,  closing or other change in
     the list of offices and other places of business.

          (e) any change in the name of any Obligor;

          (f) any  material  change in the  insurance  information  set forth in
     Schedule 6.24;

          (g) any  material  payment  default by any  Account  Debtor,  or other
     Person obligated to an Obligor, under any contract,  chattel paper, note or
     other  evidence  of  amounts  payable  or due or to  become  due to  either
     Borrower if the amount payable under such contract,  chattel paper, note or
     other  evidence  of  amounts  payable or due or to become due is a Material
     Amount or greater;

          (h) upon,  but in no event  later than five (5)  Business  Days after,
     becoming  aware  of  (i)  any  enforcement,   cleanup,   removal  or  other
     governmental  or  regulatory  actions  instituted,  completed or threatened
     against any Obligor or any Material  Subsidiary or any of their  respective
     properties  pursuant to any applicable  Environmental  Laws, (ii) all other
     Environmental  Claims,  and (iii) any  material  environmental  or  similar
     condition  on any real  property  adjoining  or in the vicinity of the Real
     Property of any Obligor or any Material Subsidiary that could reasonably be
     anticipated to cause such property or any part thereof to be subject to any
     restrictions on the ownership,  occupancy,  transferability  or use of such
     property under any Environmental Laws;

          (i) of the  occurrence  of any of the following  events  affecting any
     Obligor or any ERISA Affiliate (but in no event more than five (5) Business
     Days after such event),  and deliver to the Agent and each Lender a copy of
     any notice  with  respect  to such event that is filed with a  Governmental
     Authority and any notice  delivered by a  Governmental  Authority to either
     Borrower or any ERISA  Affiliate  with respect to such event:  (i) an ERISA
     Event;  (ii)  material  increase in the Unfunded  Pension  Liability of any
     Pension Plan;  (iii) the adoption of, or the  commencement of contributions
     to, any Plan subject to Section 412  of the Code by either  Borrower or any
     ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to
     Section 412 of the Code, if such amendment  results in a material  increase
     in contributions or Unfunded Pension Liability; and

          (j) of  any  material  change  in  accounting  policies  or  financial
     reporting practices by any Obligor or any of the Material Subsidiaries;

          (k) of the entry by any Obligor or any  Material  Subsidiary  into any
     Specified Swap Contract, together with the details thereof;

          (l) of the  occurrence of any default,  event of default,  termination
     event or other  event  under any  Specified  Swap  Contract  that after the
     giving of notice, passage of time or both, would permit either counterparty
     to such  Specified  Swap  Contract  to  terminate  early any or all  trades
     relating to such contract; and

          (m) upon the request from time to time of either Agent, termination or
     unwind  amounts,  together with a  description  of the method by which such
     amounts were determined, relating to any then-outstanding Swap Contracts to
     which any Obligor is party.

          Each  notice  under this  Section shall  be  accompanied  by a written
     statement by a Responsible Officer of the Borrowers' Representative setting
     forth  details of the  occurrence  referred  to therein,  and stating  what
     action  such  Borrower  or any  affected  Subsidiary  proposes to take with
     respect  thereto and at what time. Each notice under  Section 7.4(a)  shall
     describe  with  particularity  any and all  clauses or  provisions  of this
     Agreement or other Loan  Document that have been (or  foreseeably  will be)
     breached or violated.

          VII.5  Preservation of Corporate  Existence,  Etc. Except as otherwise
     expressly provided in Section 8.3, each Obligor shall, and shall cause each
     of its  Material  Subsidiaries  to: (a) preserve and maintain in full force
     and effect its corporate  existence and good standing under the laws of its
     state or jurisdiction of  incorporation;  (b) preserve and maintain in full
     force and  effect  all  governmental  rights,  privileges,  qualifications,
     permits,  licenses and  franchises  necessary or desirable (in any material
     respect) to the normal conduct of its business; (c) use reasonable efforts,
     in the ordinary course of business,  to preserve its business  organization
     and  goodwill;  and (d)  preserve or renew all of its  registered  patents,
     trademarks,  trade  names  and  service  marks to the  extent  the same are
     necessary for or of importance to the conduct of the Borrower's business.

          VII.6 Maintenance of Property and Management.  Each Obligor shall, and
     shall cause each of its Material Subsidiaries to, maintain and preserve (i)
     all its respective property which is used or useful in its business in good
     working order and  condition,  ordinary wear and tear excepted and make all
     necessary  repairs thereto and renewals and  replacements  thereof and (ii)
     its  executive  management  in  substantially  the  same  manner  and  with
     substantially  the same  Persons as  existing  on the  Agreement  Date.  In
     furtherance  of the  foregoing,  by the  Agreement  Date,  LCGI  shall have
     entered into, and shall maintain at all times thereafter during the term of
     this Agreement,  executive  management contracts with Bruce Coles, as chief
     executive officer, and Robert Fooshee, as chief financial officer,  each in
     a form and substance  satisfactory to the Agent,  and as to which the Agent
     shall have received a certified copy, as signed.

          VII.7 Insurance.  Each Obligor shall, and shall cause each of Material
     Subsidiaries to, maintain, with financially sound and reputable independent
     insurers,  insurance with respect to its  properties  and business  against
     loss or damage of the kinds customarily  insured against by Persons engaged
     in the same or similar  business,  of such types and in such amounts as are
     customarily  carried under  similar  circumstances  by such other  Persons,
     including workers'  compensation  insurance,  public liability and property
     and casualty insurance.  All casualty insurance maintained by the Borrowers
     shall name the Agent as loss payee and all liability  insurance  (excluding
     professional liability and workers' compensation  insurance) shall name the
     Agent as  additional  insured for the  benefit of the Issuing  Bank and the
     Lenders,  as their interests may appear. All policies of insurance required
     to be maintained  under this  Agreement  shall be in form and with insurers
     recognized as adequate by the Agent and all such policies  shall be in such
     amounts as may be  reasonably  satisfactory  to the Agent and shall,  by an
     endorsement or independent  instrument  furnished to the Agent provide that
     the  insurance  companies  will give Agent at least  thirty (30) days prior
     written  notice  before any such policy or policies of  insurance  shall be
     materially  altered  or  canceled.  On the  Agreement  Date,  and  upon the
     renewal,  replacement,  or addition of each policy of insurance thereafter,
     the Borrowers'  Representative shall deliver to Agent a copy of each policy
     of insurance and a certificate of insurance that evidences the existence of
     each policy of insurance,  payment of all premiums  therefor and compliance
     with  all  provisions  of  this  Agreement.  In  addition,  the  Borrowers'
     Representative  shall  notify the U.S.  Agent  promptly  of any  occurrence
     causing a loss or decline in value in excess of the Material  Amount in the
     aggregate of any real or personal property and the estimated (or actual, if
     available) amount of such loss or decline.

          VII.8 Payment of Obligations. Each Obligor shall, and shall cause each
     of its Material Subsidiaries to, pay and discharge as the same shall become
     due  and  payable,  all  their  respective   obligations  and  liabilities,
     including: (a) all tax liabilities, assessments and governmental charges or
     levies  upon it or its  properties  or  assets,  unless  the same are being
     contested in good faith by appropriate proceedings and adequate reserves in
     accordance with GAAP or its foreign equivalent are being maintained by LCGI
     or such  Subsidiary;  (b) all lawful claims which, if unpaid,  would by law
     become a Lien upon its respective property; and (c) all Indebtedness as and
     when due and payable.

          VII.9  Compliance with Laws. Each Obligor shall,  and shall cause each
     of its Material  Subsidiaries to, comply in all material  respects with all
     Requirements of Law of any Governmental  Authority having jurisdiction over
     it or its business (including the Federal Fair Labor Standards Act), except
     such as may be  contested  in good faith or as to which a bona fide dispute
     may exist.

          VII.10 Compliance with ERISA. Each Obligor shall, and shall cause each
     of its ERISA  Affiliates  to: (a) maintain  each Plan in  compliance in all
     material  respects with the  applicable  provisions of ERISA,  the Code and
     other federal or state law; (b) with respect to a Plan which has received a
     favorable  determination  from  the IRS as to its  qualified  status  under
     Section 401(a) of the Code, take all reasonable,  necessary and appropriate
     actions  in order to  preserve  such  determined  status;  and (c) make all
     required contributions to any Plan subject to Section 412 of the Code.

          VII.11  Inspection  of Property  and Books and  Records.  Each Obligor
     shall,  and shall cause each of its Material  Subsidiaries to, maintain and
     shall cause each Material Subsidiary to maintain proper books of record and
     account,  in which full,  true and correct entries in conformity with GAAP,
     or its  foreign  equivalent,  consistently  applied  shall  be  made of all
     financial  transactions  and matters  involving  the assets and business of
     such Obligor and such Subsidiary. The Obligors shall permit representatives
     and independent contractors of the Agent or any Lender to visit and inspect
     any of their respective properties,  to examine their respective corporate,
     financial  and  operating  records,  and make copies  thereof or  abstracts
     therefrom, to inspect and audit Collateral, and to discuss their respective
     affairs,  finances and accounts with their respective directors,  officers,
     and independent public accountants, all at the expense of the Borrowers and
     at such  reasonable  times during normal business hours and as often as may
     be reasonably  desired,  upon  reasonable  advance notice to the Borrowers'
     Representative;  provided,  however,  when an Event of  Default  exists the
     Agent or any Lender  may do any of the  foregoing  at any time and  without
     advance notice.

          VII.12 Environmental Laws

          (a)  Each  Obligor  shall,  and  shall  cause  each  of  its  Material
     Subsidiaries  to, conduct its operations and keep and maintain its property
     in compliance in all material respects with all Environmental Laws.

          (b)  Upon  the  written  request  of the U.S.  Agent,  the  Borrowers'
     Representative  shall submit to the U.S. Agent at the Borrowers'  sole cost
     and expense, at reasonable  intervals,  a report providing an update of the
     status  of any  environmental,  health  or  safety  compliance,  hazard  or
     liability  issue  identified in any notice or report  required  pursuant to
     Subsection 7.4(h), that could, individually or in the aggregate,  result in
     liability in excess of the Material Amount.

          VII.13 Use of Proceeds.  Each  Borrower  shall use the proceeds of the
     Revolving  Loans made  hereunder to  refinance  certain  Indebtedness,  for
     working   capital  and  for  other  general   corporate   purposes  not  in
     contravention of any Requirement of Law or of this Agreement. Each Borrower
     shall use the  proceeds of each CAPEX Loan solely to finance its  purchase,
     or  refinance  any  Indebtedness  incurred  initially in its  purchase,  of
     Eligible Capital Assets.

          VII.14 Further Assurances

          (a)  Each  Obligor  shall,  and  shall  cause  each  of  its  Material
     Subsidiaries to, ensure that all written information,  exhibits and reports
     furnished  to each  Agent or the  Lenders do not and will not  contain  any
     untrue  statement of a material  fact and do not and will not omit to state
     any material fact or any fact  necessary to make the  statements  contained
     therein not  misleading in light of the  circumstances  in which made,  and
     will  promptly  disclose  to each Agent and the  Lenders  and  correct  any
     material  defect or error  that may be  discovered  therein  or in any Loan
     Document or in the execution, acknowledgment or recordation thereof.

          (b)  Promptly  upon  request by the  appropriate  Agent,  the Obligors
     shall, and shall cause each of their respective  Material  Subsidiaries to,
     do,  execute,  acknowledge,  deliver,  record,  re-record,  file,  re-file,
     register  and   re-register,   any  and  all  such  further  acts,   deeds,
     conveyances,   security  agreements,   mortgages,   assignments,   estoppel
     certificates,  financing statements and continuations thereof,  termination
     statements, notices of assignment, transfers, certificates,  assurances and
     other instruments as such Agent may reasonably require from time to time in
     order (i) to carry out more  effectively  the purposes of this Agreement or
     any other Loan Document, (ii) to subject to the Liens created by any of the
     Collateral Documents any of the properties,  rights or interests covered by
     any  of the  Collateral  Documents,  (iii)  to  perfect  and  maintain  the
     validity, effectiveness and priority of any of the Collateral Documents and
     the Liens  intended  to be  created  thereby,  and (iv) to  better  assure,
     convey,  grant,  assign,  transfer,  preserve,  protect and confirm to such
     Agent or any Obligee the rights granted or now or hereafter  intended to be
     granted  to the  Agent,  the  Issuing  Bank or the  Lenders  under any Loan
     Document or under any other document executed in connection therewith.

          VII.15  Additional  Guarantors.  At the  time  any  Person  becomes  a
     Material  Subsidiary  of an  Obligor,  Borrowers'  Representative  shall so
     notify the Agent and promptly  thereafter  (but in any event within  thirty
     (30) days after the date  thereof)  such  Person or, as  appropriate,  that
     Person  which owns the capital  stock of such  Person,  shall (a) execute a
     Joinder  Agreement in  substantially  the same form as Exhibit O, (b) cause
     all of the  capital  stock of such Person (if it is a U.S.  Subsidiary)  or
     sixty-five  percent  (65%) of the capital  stock of such Person (if it is a
     International  Subsidiary)  to be delivered to the  appropriate  Collateral
     Agent  (together  with undated stock powers signed in blank) and pledged to
     the  appropriate   Collateral  Agent  pursuant  to  an  appropriate  pledge
     agreement in  substantially  the form of the Pledge Agreement (or a joinder
     to the  existing  Pledge  Agreement)  and  otherwise  in a form  reasonably
     acceptable to the  appropriate  Collateral  Agent,  (c) if such Person is a
     U.S. Subsidiary, grant a security interest in all, or substantially all, of
     its  assets to the  appropriate  Collateral  Agent  pursuant  to a security
     agreement in substantially the form of the Security Agreement (or a joinder
     to the existing  Security  Agreement)  and  otherwise in a form  reasonably
     acceptable to the Collateral Agent, (d) if such Person is a U.S. Subsidiary
     and  owns or  leases  any  real  property,  execute  any and all  necessary
     mortgages,  deeds of trust,  deeds to secure debt or other appropriate real
     estate  collateral  documentation  in a form  acceptable to the appropriate
     Collateral  Agent (or cause to be  delivered in a  commercially  reasonable
     manner a landlord  waiver or estoppel letter with respect thereto in a form
     acceptable to the appropriate  Collateral Agent) and (e) deliver such other
     documentation as the appropriate Collateral Agent may reasonably request in
     connection with the foregoing,  including, without limitation,  appropriate
     UCC-1  financing   statements,   real  estate  title  insurance   policies,
     appraisals,    environmental   reports,   landlord's   waivers,   certified
     resolutions  and other  organizational  and  authorizing  documents of such
     Person and favorable opinions of counsel to such Person (which shall cover,
     among  other  things,   the   legality,   validity,   binding   effect  and
     enforceability  of the  documentation  referred  to  above),  all in  form,
     content and scope  reasonable  satisfactory to the  appropriate  Collateral
     Agent.

          VII.16  Required Swap Contracts.  As soon as  practicable,  but in any
     event by not later than ninety  (90) days after the  Agreement  Date,  LCGI
     shall have entered into, and thereafter  shall maintain for the entire term
     of this Agreement,  Swap Contracts having terms and conditions satisfactory
     to the U.S.  Agent for not less than fifty percent (50%) of that portion of
     its Funded Debt  consisting of borrowed funds payable at variable  interest
     rates.

          VII.17  Mortgaged  Property.  The  Collateral  Agent  shall  have  the
     continuing  right,  upon giving at least thirty (30) days written notice to
     the  Borrowers'  Representative  to such effect (unless an Event of Default
     then  exists,  in which case no such prior notice need be given) to require
     that any real  property of the U.S.  Obligors set forth on Schedule 6.17 or
     acquired  by any  U.S.  Obligor  subsequent  to the  Closing  Date,  become
     Mortgaged  Property,  in which event the  Borrowers'  Representative  shall
     cause  such  U.S.  Obligor  to comply  promptly  in all  respects  with the
     conditions  set forth in  Sections  5.1 and 6.13  hereof as they  relate to
     Mortgaged  Property or a Mortgage in specific regard to such real property,
     all at U.S. Borrower's expense.



                                  ARTICLE VIII.

                               NEGATIVE COVENANTS

          So long as any Lender  shall  have any  Commitment  hereunder,  or any
     Issuing Bank shall have any L/C Commitment hereunder,  or any Loan or other
     Obligation  shall  remain  unpaid or  unsatisfied,  or any Letter of Credit
     shall remain  outstanding,  unless the Majority Lenders waive compliance in
     writing:

          VII.1 Liens.  The  Obligors  shall not, and shall not suffer or permit
     any of their respective  Material  Subsidiaries to, directly or indirectly,
     make,  create,  incur,  assume  or  suffer  to exist  any Lien upon or with
     respect to any part of its or their respective property or assets,  whether
     now owned or  hereafter  acquired,  other  than the  following  ("Permitted
     Liens") :

          (a) any Lien  existing on property of LCGI or any Material  Subsidiary
     on the Agreement  Date and set forth in Schedule 8.1 securing  Indebtedness
     outstanding on such date;

          (b) any Lien created under any Loan Document;

          (c) Liens for taxes, fees,  assessments or other governmental  charges
     which are not  delinquent  or remain  payable  without  penalty,  or to the
     extent that non-payment thereof is permitted by Section 7.8,  provided that
     no notice of lien has been filed or recorded;

          (d) carriers',  warehousemen's,  mechanics', landlords' materialmen's,
     repairmen's  or other  similar  Liens  arising  in the  ordinary  course of
     business  which are not  overdue  for a period  longer than sixty (60) days
     delinquent or remain payable  without  penalty or which are being contested
     in good faith and by appropriate  proceedings,  which  proceedings have the
     effect  of  preventing  the  forfeiture  or  sale of the  property  subject
     thereto;

          (e) Liens  (other than any Lien imposed by ERISA and other than on the
     Collateral)  consisting  of pledges or deposits  required  in the  ordinary
     course of business in connection with workers'  compensation,  unemployment
     insurance and other social security legislation;

          (f) Liens (other than Liens on the Collateral) on the property of LCGI
     or any Material  Subsidiary  securing (i) the nondelinquent  performance of
     bids, trade contracts (other than for borrowed  money),  leases,  statutory
     obligations,  (ii) contingent  obligations on surety and appeal bonds,  and
     (iii)  other  nondelinquent  obligations  of a like  nature;  in each case,
     incurred in the  ordinary  course of business , provided  all such Liens in
     the aggregate would not (even if enforced) cause a Material Adverse Effect;

          (g) Liens (other than Liens on the Collateral)  consisting of judgment
     or judicial  attachment liens,  provided that the enforcement of such Liens
     is  effectively  stayed  and all such  Liens in the  aggregate  at any time
     outstanding  for LCGI  and its  Material  Subsidiaries  do not  exceed  the
     Material Amount;

          (h)   easements,   rights-of-way,   restrictions   and  other  similar
     encumbrances  incurred in the  ordinary  course of business  which,  in the
     aggregate,  are not  substantial  in  amount,  and which do not in any case
     materially  detract  from the  value of the  property  subject  thereto  or
     interfere  with the  ordinary  conduct  of the  businesses  of LCGI and its
     Material Subsidiaries;

          (i) Liens on assets of  Persons  which  become  Material  Subsidiaries
     after  the date of this  Agreement,  provided,  however,  that  such  Liens
     existed at the time the respective Persons became Subsidiaries and were not
     created in anticipation thereof and do not exceed the Material Amount;

          (j) purchase money security interests on any property acquired or held
     by a  Borrower  or its  Material  Subsidiaries  in the  ordinary  course of
     business,  securing  Indebtedness  incurred  or assumed  for the purpose of
     financing all or any part of the cost of acquiring  fixed assets;  provided
     that (i) any such Lien attaches to such fixed assets;  concurrently with or
     within  twenty  (20) days  after the  acquisition  thereof,  (ii) such Lien
     attaches solely to the fixed assets so acquired in such transaction,  (iii)
     the principal  amount of the  Indebtedness  secured thereby does not exceed
     one hundred  percent (100%) of the cost of such fixed assets;  and (iv) the
     principal amount of the  Indebtedness  secured by any and all such purchase
     money security  interests  (exclusive of  Capitalized  Leases and any CAPEX
     Loans)  shall not  exceed,  in the  aggregate,  One  Million  Five  Hundred
     Thousand Dollars ($1,500,000) in any fiscal year of LCGI;

          (k) Liens securing  obligations  in respect of  Capitalized  Leases on
     assets  subject  to such  leases,  provided  that such  Capital  Leases are
     otherwise permitted hereunder;

          (l) Liens  arising  solely by virtue of any  statutory  or common  law
     provision  relating to banker's liens,  rights of set-off or similar rights
     and  remedies  as to deposit  accounts  or other  funds  maintained  with a
     creditor depository institution;  provided that (i) such deposit account is
     not a dedicated cash collateral  account and is not subject to restrictions
     against  access by LCGI on such  Subsidiary in excess of those set forth by
     regulations  promulgated  by the FRB, and (ii) such deposit  account is not
     intended by LCGI or any Subsidiary to provide  collateral to the depository
     institution;

          (m)  deposits  to secure,  or in lieu of,  surety and appeal  bonds to
     which any Obligor is a party;

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

          (o) Liens  granted in any  intercompany  note provided that such Liens
     are, by their express terms,  subject and  subordinate to any Liens granted
     or  arising  pursuant  hereto in favor of the  Collateral  Agreement,  and,
     provided,  further,  that all such  Liens are  assigned  to the  Collateral
     Agent.

          VIII.2  Liquidation,  Change  in  Ownership  or Name;  Disposition  or
     Acquisition of Assets; Etc. The Obligors shall not, and shall not suffer or
     permit  any of their  respective  Material  Subsidiaries  to,  directly  or
     indirectly:

          (a)  Liquidate  or  dissolve  itself  (or suffer  any  liquidation  or
     dissolution) or otherwise wind up its business;

          (b) Sell,  lease,  abandon,  transfer  or  otherwise  dispose of, in a
     single  transaction  or a  series  of  related  transactions,  any  assets,
     property or business  except (i) in the ordinary  course of business at the
     fair  market  value  thereof  and for  cash or cash  equivalents,  (ii) for
     physical  assets used,  consumed or  otherwise  disposed of in the ordinary
     course of business, (iii) other assets, the fair market value of which does
     not exceed in the aggregate,  for LCGI and the Material  Subsidiaries,  the
     Material Amount in any fiscal year, or (iv) to another Obligor,  so long as
     buyer and seller are both U.S. Obligors or both International Obligors.

          (c)  Create  any  Material  Subsidiary,  unless  (i) if such  Material
     Subsidiary  is  organized  or operated  in the United  States or the United
     Kingdom,  any  such  Subsidiary  executes  at the  time of its  creation  a
     security  agreement  in  favor  of the  Collateral  Agent,  and  all  UCC-l
     financing  statements (or the equivalent  thereof) necessary to perfect the
     security   interest  of  the  Collateral  Agent  granted  by  the  security
     agreement,  all in form and substance  satisfactory to the Agent, (ii) such
     Subsidiary  executes at the time of its  creation a guaranty  agreement  in
     favor  of the  Agent,  in form and  substance  satisfactory  to the  Agent,
     pursuant to Section 7.15,  (iii) the Agent receives such opinion letters as
     it may reasonably  request  regarding the documents  delivered  pursuant to
     clauses (i) and (ii) above (and,  if  applicable,  the  perfection of Liens
     created  thereunder),  and (iv) no Default exists  immediately  prior to or
     after the creation of such Subsidiary.

          (d) Change its name  without  giving the Agent  thirty (30) days prior
     written  notice of its intention to do so and complying with all reasonable
     requirements of the Agent in regard thereto.

          VIII.3 Consolidations and Mergers.  Except as permitted by Section 8.2
     and Section 8.5, the Obligors shall not, and shall not suffer or permit any
     of their respective  Material  Subsidiaries to, merge,  consolidate with or
     into, or convey,  transfer,  lease or otherwise  dispose of (whether in one
     transaction or in a series of transactions all or substantially  all of its
     assets  (whether  now owned or  hereafter  acquired)  to or in favor of any
     Person,  except any Material  Subsidiary  (other than a Borrower) may merge
     with  (a)  either  Borrower,  provided  that  such  Borrower  shall  be the
     continuing or surviving corporation, (b) any other Material Subsidiary, and
     (c) any other Subsidiary,  provided that (i) such Material Subsidiary shall
     be the continuing or surviving corporation, and (ii) no Default or Event of
     Default shall exist hereunder,  both before and after giving effect to such
     Merger.

          VIII.4  Loans and  Investments  The  Obligors  shall not  purchase  or
     acquire,  or make  any  commitment  therefor,  any  Capital  Stock,  equity
     interest,  or any  obligations or other  securities of, or any interest in,
     any  Person,  or make or commit to make any  advance,  loan,  extension  of
     credit or capital  contribution  to or any other  investment in, any Person
     including  any  Affiliate  of LCGI,  excluding,  however,  any  acquisition
     transaction governed by Section 8.5 (together, "Investments"), except:

          (a) an Obligor or any of its  Material  Subsidiaries  may  purchase or
     otherwise acquire and own (i) marketable,  direct obligations of the United
     States of America and its agencies maturing within three hundred sixty-five
     (365)  days of the  date of  purchase,  (ii)  commercial  paper  issued  by
     corporations,  each of which shall (A) have a consolidated  net worth of at
     least Two Hundred Fifty  Million  Dollars  ($250,000,000),  and (B) conduct
     substantially  all of its business in the United  States of America,  which
     commercial  paper will mature within one hundred eighty (180) days from the
     date of the original  issue thereof and is rated "P-1" or better by Moody's
     Investors  Service,   Inc.,  or  "A-I"  or  better  by  Standard  &  Poor's
     Corporation,  (iii)  certificates of deposit  maturing within three hundred
     sixty-five (365) days of the date of purchase and issued by a United States
     national or state bank having deposits totaling more than Two Hundred Fifty
     Million Dollars ($250,000,000), and whose short-term debt is rated "P-1" or
     better by Moody's Investors Service,  Inc. or "A-I" or better by Standard &
     Poor's  Corporation,  and (iv) up to One Million Dollars  ($1,000,000)  per
     institution  and up to  $1,000,000  in  the  aggregate  in  (A)  short-term
     obligations issued by any local commercial bank or trust company located in
     those areas where LCGI or such  Subsidiary  conducts  its  business,  whose
     deposits are insured by the Federal Deposit Insurance  Corporation,  or (B)
     commercial   bank-insured   money  market  funds,  or  any  combination  of
     investments described in clauses (A) and (B);

          (b)  Investments  constituting  extensions  of credit in the nature of
     accounts  receivable or notes receivable  arising from the sale or lease of
     goods or services in the ordinary course of business;

          (c)  Investments  in the  nature  of (i)  extensions  of  credit  by a
     Borrower  or  any  of  its   Material   Subsidiaries   to  another  of  its
     Subsidiaries, in accordance with Section 8.6 hereof;

          (d) Investments permitted under Section 8.5;

          (e) Investments constituting Permitted Swap Obligations or payments or
     advances under Swap Contracts relating to Permitted Swap Obligations.

          (f) Investments in existence as of the Agreement Date and described in
     Schedule 8.4.

          VII.5  Acquisitions.  No  Obligor  shall  enter  into,  nor permit any
     Material  Subsidiary to enter into,  any  transaction  or series of related
     transactions  for the purpose of or resulting,  directly or indirectly,  in
     (a) the  acquisition of all or substantially all of the assets of a Person,
     or of any  business  or  division of a Person,  (b the  acquisition  of in
     excess of fifty percent (50%) of the capital stock,  partnership interests,
     membership  interests  or equity of any Person,  or  otherwise  causing any
     Person to become a  Subsidiary,  or (c) a  merger or  consolidation  or any
     other  combination  with  another  Person  (other  than a Person  that is a
     Subsidiary  provided  that LCGI or a Subsidiary  is the  surviving  entity)
     (herein, an "acquisition"), unless: (i) the corporation, partnership, joint
     venture,   operating   assets  or  line  of  business   acquired  is  in  a
     substantially  similar  line  of  business  as  the  Borrowers;   (ii)  the
     corporation, joint venture or partnership in which any interest is acquired
     shall not have had a net operating loss for the twelve-month  period ending
     on  the  last  day  of the  last  fiscal  month  preceding  the  applicable
     acquisition date; (iii) the acquisition is not being contested by the board
     of directors (or similar governing body) of the entity being acquired; that
     is, it is not a "hostile"  acquisition;  (iv) the purchase price (including
     the amount of all  liabilities  assured by either  Borrower  or  Guarantor)
     (A) of  any  such   acquisition   shall  not  exceed  Two  Million  Dollars
     ($2,000,000)  in the aggregate or (B) for all such  acquisitions  shall not
     exceed Seven  Million Five Hundred  Thousand  Dollars  ($7,500,000)  in the
     aggregate;  (v) no Event of Default or Default  shall  exist at the time of
     such  acquisition;  (vi) not more  than  two (2)  such  acquisitions  shall
     involve  corporations,  partnerships,  joint ventures,  operating assets or
     lines of business  which are more than fifty percent (50%) located  outside
     the United States; (vii) after giving effect to each such acquisition,  the
     Available  Commitment is at least Five Million  Dollars  ($5,000,000);  and
     (vi) the Agent contemporaneously with the closing of such acquisition shall
     have  received (A) such  documents and  instruments  as may be necessary to
     grant or confirm to the Agent or a  Collateral  Agent a Lien on or security
     interest in all of the assets so acquired, and (B) if an entity is acquired
     and  not  merged  into  a  Borrower  or a  Guarantor,  a  guaranty  of  the
     Obligations executed by such entity in the form and substance  satisfactory
     to the Agent.

          VII.6  Indebtedness.  The Obligors  shall not, and shall not suffer or
     permit any of their respective  Material  Subsidiaries  to, create,  incur,
     assume,  suffer to  exist,  or  otherwise  become  or  remain  directly  or
     indirectly liable with respect to, any Indebtedness, except:

          (a)  Indebtedness  incurred  pursuant to this  Agreement and the other
     Loan Documents;

          (b)  Indebtedness   consisting  of  Contingent  Obligations  permitted
     pursuant to Section 8.9;

          (c) all  Indebtedness  existing on the Agreement Date and set forth in
     Schedule 8.6;

          (d)  Indebtedness  secured by Liens permitted by Section 8.  1 (i) and
     (j);

          (e)  Indebtedness  incurred in connection  with Capital Leases entered
     into by LCGI or any Subsidiary to finance the acquisition of equipment (and
     in compliance with Section 8.1(j).

          (f) Trade or accounts payable and/or similar obligations,  and accrued
     expenses,  incurred  in the  ordinary  course of  business,  other than for
     borrowed money;

          (g) Subordinated Debt (including that set forth and identified as such
     on Schedule 8.6); provided,  however,  that (i) no Subordinated Debt may be
     prepaid, in whole or in part, at any time; (ii) no Subordinated Debt may be
     repaid,  nor may any interest,  fees or other charges be paid thereon or in
     connection  therewith,  except in  accordance  with,  and  subject  to, the
     Subordination Agreement corresponding thereto or, if and to the extent that
     the subordination of any such Debt is, by its terms, dependent on the terms
     of this  Agreement  relevant  thereto,  then,  as set  forth  below in this
     subsection  and as  contained in Section  12.19  below;  (iii) no principal
     amount of Subordinated  Debt may be repaid, in any event, in 1998; and (iv)
     total principal payments in respect of all such Subordinated Debt shall not
     exceed,  in any event,  in any fiscal year of LCGI  subsequent to 1998, the
     lesser of (i) Four Million Dollars  ($4,000,000) or (ii) a sum,  determined
     as of the last day of  LCGI's  prior  fiscal  year,  equal in amount to the
     amount (if any) by which (A)  EBITDA,  for the  twelve  (12)  fiscal  month
     period ending on the last day of such preceding fiscal year,  multiplied by
     two (2),  exceeds  (B)  total  Funded  Debt,  determined  for the same said
     period;

          (h) Indebtedness owing to a Borrower or any Material Subsidiary by one
     of its Subsidiaries,  not to exceed,  however,  in aggregate  amount,  Five
     Hundred  Thousand  Dollars  ($500,000)  in any  fiscal  year of LCGI,  and,
     provided,  further,  that  all such  Indebtedness  shall  be  evidenced  by
     intercompany notes receivable from the borrowing Subsidiary, which shall be
     assigned to the Collateral Agent; and

          (i) Other  Indebtedness,  in addition to that described in subsections
     (a) through (h) above, not to exceed, in aggregate  amount,  the sum of One
     Million Dollars ($1,000,000).

          VII.7 Transactions with Affiliates.  The Obligors shall not, and shall
     not  suffer or permit any of their  respective  Material  Subsidiaries  to,
     enter into any material transaction with any Affiliate of LCGI, except upon
     fair and reasonable terms fully disclosed to Agent and no less favorable to
     LCGI or such  Subsidiary  than it would obtain in a comparable  arms length
     transaction with a Person not an Affiliate of LCGI.

          VII.8 Use of Proceeds.  The Borrowers shall not use any portion of the
     Loan  proceeds  or any Letter of Credit,  directly  or  indirectly,  (i) to
     purchase  or carry  Margin  Stock,  (ii) to repay  or  otherwise  refinance
     indebtedness  of either  Borrower  or others  incurred to purchase or carry
     Margin  Stock,  (iii) to extend  credit for the  purpose of  purchasing  or
     carrying  any  Margin  Stock,  or  (iv)  to  acquire  any  security  in any
     transaction that is subject to Sections 13 or 14 of the Exchange Act.

          VIII.9 Contingent  Obligations.  The Obligors shall not, and shall not
     suffer or permit any of their respective Material  Subsidiaries to, create,
     incur, assume or suffer to exist any Contingent Obligations, except:

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

          (b) Contingent  Obligations of a Borrower or its Material Subsidiaries
     existing as of the Agreement Date and listed in Schedule 8.9;

          (c)  Guaranty  Obligations  entered into by a Borrower or any Material
     Subsidiary  after the  Agreement  Date with  respect to  obligations  of an
     Affiliate  of  LCGI  and  not  exceeding  Five  Hundred   Thousand  Dollars
     ($500,000) in the aggregate at any time outstanding; and

          (d) Permitted Swap Obligations.

          VIII.10 Joint Ventures.  The Obligors shall not, and shall  not suffer
     or permit any of their respective Material  Subsidiaries to, enter into any
     Joint Venture, other than in the ordinary course of business.

          VIII.11  Restricted  Payments.  The Obligors  shall not, and shall not
     suffer or permit any of their respective Material  Subsidiaries to, declare
     or make any dividend payment or other  distribution of assets,  properties,
     cash,  rights,  obligations  or  securities on account of any shares of any
     class of its Capital Stock,  or purchase,  redeem or otherwise  acquire for
     value any shares of its Capital Stock or any warrants, rights or options to
     acquire  such  shares,  now  or  hereafter  outstanding;   except  that  as
     applicable:

          (a) any Obligor or Material  Subsidiary  may declare and make dividend
     payments or other distributions payable solely in its common stock;

          (b) Any Obligor or Material  Subsidiary  may declare and pay dividends
     to LCGI or to any other Obligor; and

          (c)  Provided no Event of Default  exists or would  result  therefrom,
     LCGI may pay dividends and make  distributions on or in respect of (i) that
     portion of its Capital Stock  consisting of Preferred Stock in an aggregate
     amount not to exceed Eight Hundred Thousand  Dollars  ($800,000) per fiscal
     year of LCGI.

          VIII.12 ERISA.  The Obligors shall not, and shall not suffer or permit
     any of their  respective  ERISA  Affiliates  to: (a) engage in a prohibited
     transaction or violation of the fiduciary responsibility rules with respect
     to any Plan which has  resulted or could  reasonably  expected to result in
     liability of the Borrower in an aggregate  amount in excess of the Material
     Amount;   or  (b)  engage  in  a  transaction  that  could  be  subject  to
     Section 4069 or 4212(c) of ERISA.

          VIII.13  Change in Business.  The Obligors shall not, and shall suffer
     or permit any of their respective  Material  Subsidiaries to, engage in any
     material  line of  business  substantially  different  from those  lines of
     business carried on by the Borrowers or such  Subsidiaries on the Agreement
     Date; provided,  however, nothing contained herein shall prevent any of the
     Obligors from expanding the locations in which they do business.

          VIII.24  Accounting  Changes.  The  Obligors  shall not, and shall not
     suffer or permit any of their respective Material Subsidiaries to, make any
     significant change in accounting treatment or reporting  practices,  except
     as required by GAAP or its foreign equivalent, or change the fiscal year of
     LCGI or of any Material Subsidiary.

          VIII.15 Intellectual Property.  Each Obligor agrees that it will, with
     respect to the Intellectual Property of such Obligor or any of its Material
     Subsidiaries  which is necessary for or of importance to the conduct of the
     business of such  Person,  unless  such  Intellectual  Property  has become
     obsolete:

          (a)  Not,  do any  act,  or omit  to do any  act,  whereby  any of its
     respective  Patent  Property may lapse or become  abandoned or dedicated to
     the public or unenforceable;

          (b) Not, and not permit any licensee of it to: (i) fail to continue to
     use  any of the  trademark  property  in  order  to  maintain  all of  such
     trademark  property  in full force free from any claim of  abandonment  for
     non-use;  (ii) fail to maintain as in the past in all material respects the
     quality  of  products  and  services  offered  under  all of the  trademark
     property;  (iii) fail to employ all of the  trademark  property  registered
     with any Federal or state or foreign  authority with an appropriate  notice
     of such  registration;  (iv)  adopt  or use any  other  trademark  which is
     confusingly  similar  or a  colorable  imitation  of any  of the  trademark
     property; (v) use any of the trademark property registered with any Federal
     or state or foreign authority except for the uses for which registration or
     application  for  registration  of all of such trademark  property has been
     made; or (vi) do or permit any act or knowingly  omit to do any act whereby
     any of the trademark property may lapse or become invalid or unenforceable;

          (c) Not, do or permit any act or knowingly  omit to do any act whereby
     any of the copyright  property may lapse or become invalid or unenforceable
     or placed in the public  domain  except  upon  expiration  of the end of an
     unrenewable term of a registration thereof;

          VIII.16 Negative Pledges. The Obligors will not, and not permit any of
     their  respective  Material  Subsidiaries  to,  enter  into  any  agreement
     (excluding  this  Agreement  and any  Loan  Document)  prohibiting  (a) the
     creation or assumption of any Lien upon its properties, revenues or assets,
     whether  now  owned  or  hereafter  acquired,  or (b)  the  ability  of the
     Borrowers  to amend or  otherwise  modify this  Agreement or any other Loan
     Document.


                                   ARTICLE IX.

                               FINANCIAL COVENANTS

          So long as any Lender  shall  have any  Commitment  hereunder,  or any
     Issuing Bank shall have any L/C Commitment hereunder,  or any Loan or other
     Obligation  shall  remain  unpaid or  unsatisfied,  or any Letter of Credit
     shall remain  outstanding,  unless the Majority Lenders waive compliance in
     writing:

          IX.1 Capital Expenditures.  Total Capital Expenditures of LCGI and its
     Subsidiaries  on a  consolidated  basis,  shall not  exceed  Seven  Million
     Dollars ($7,000,000), in the aggregate, per each Fiscal Year.

          IX.2 Leverage Ratio.  The Leverage Ratio,  measured  quarterly,  as of
     each fiscal  quarter end of LCGI,  commencing on the fiscal  quarter ending
     closest  to  March 31,   1998,  shall  not  exceed:  (i)  3.25:1,  for  all
     measurements  during the period from the Agreement  Date through the fiscal
     month ending closest to June 30,  1998; (ii) 3.00:1,  for all  measurements
     during the period from the fiscal month beginning  closest to July 1,  1998
     through the fiscal month ending closest to June 30, 1999; and (iii) 2.75:1,
     for all measurements  from and after the fiscal month beginning  closest to
     July 1, 1999.

          IX.3  FIxed  Charge  Coverage.  The  ratio  of:  (a)  EBIRT,  measured
     quarterly  for the twelve (12) fiscal  months period ending on the last day
     of each fiscal  quarter of LCGI,  commencing on the fiscal  quarter  ending
     closest to  March 31,  1998,  to (b) the sum of  interest  expense and rent
     expense in connection  with operating  leases for the same said period,  to
     the extent each is included in the statement of net income for such period,
     shall be greater than: (i) 1.20:1,  for all measurements  during the period
     from the  Agreement  Date  through  the  fiscal  month  ending  closest  to
     December 31, 1998; (ii) 1.40:1, for all measurements during the period from
     the fiscal month  beginning  closest to January 1,  1999 through the fiscal
     month  ending  closest to  December 31,  1999;  and (iii)  1.65:1,  for all
     measurements  during from and after the fiscal month  beginning  closest to
     January 1, 2000.

          IX.4 EBITDA.  EBITDA:  (i)  calculated  on a trailing  four (4) fiscal
     quarters'  basis at the close of each  fiscal  quarter of LCGI,  commencing
     with the fiscal  quarter ended  closest to  January 31,  1998,  shall be at
     least  Sixteen  Million  Dollars  ($16,000,000);  and (ii)  calculated on a
     quarterly  basis,  at the close of each fiscal quarter of LCGI,  commencing
     with the fiscal quarter ended closest to March 31,  1998, shall be at least
     One  Dollar  ($1.00);  provided,   however,  that,  for  purposes  only  of
     calculating  EBITDA in this clause (ii),  there shall be excluded from such
     calculation any charges against net income taken in such quarter in respect
     of losses  sustained in the buyout of lease (or sublease)  obligations,  to
     the extent made in  accordance  with GAAP,  and not to exceed Three Million
     Dollars ($3,000,000) in such exclusions in any one fiscal year.


                                   ARTICLE X.

                                EVENTS OF DEFAULT

          X.1 Event of Default.  Any of the following shall constitute an "Event
     of Default":

          (a) The  Borrowers  fail to pay,  (i) when and as  required to be paid
     herein,  any amount of principal of any Loan or of any L/C  Obligation,  or
     (ii)  within  three (3) days  after the same  becomes  due,  payment of any
     interest, fee or any other amount payable hereunder or under any other Loan
     Document; or

          (b) Any  representation or warranty by any Obligor made or deemed made
     herein,   in  any  other  Loan  Document  or  which  is  contained  in  any
     certificate,  document or financial or other statement by such Obligor,  or
     any Responsible Officer,  furnished at any time under this Agreement, or in
     or under any other Loan Document is incorrect in any material respect on or
     as of the date made or deemed made; or

          (c) Any  Obligor  fails to perform or observe  any term,  covenant  or
     agreement  contained in Sections 7.1, 7.2, 7.3, 7.4, or 7.14 or in Articles
     VIII or IX (other than Section 8.4); or

          (d) Any Obligor  party  thereto  fails to perform or observe any other
     term,  covenant or agreement  contained in this Agreement or any other Loan
     Document and such default shall continue  unremedied for the earlier of (i)
     the applicable cure period in such Loan Document,  if any, or (ii) a period
     of  [twenty-one  (21)] days after the  earlier of (A) the date upon which a
     Responsible Officer knew or reasonably should have known of such failure or
     (B) the date upon which written  notice  thereof is given to the Borrowers'
     Representative by the Agent or any Lender; or

          (e) either (i) any Obligor (A) fails to make any payment in respect of
     any  Indebtedness or Contingent  Obligation  having an aggregate  principal
     amount  (including  undrawn  committed or available  amounts and  including
     amounts  owing to all  creditors  under any combined or  syndicated  credit
     arrangement)  of more  than  the  Material  Amount  when  due  (whether  by
     scheduled  maturity,   required   prepayment,   acceleration,   demand,  or
     otherwise) and such failure  continues after the applicable grace or notice
     period,  if any,  specified  in the  relevant  document on the date of such
     failure;  or (B)  fails to  perform  or  observe  any  other  condition  or
     covenant,  or any other  event shall occur or  condition  exist,  under any
     agreement or  instrument  relating to any such  Indebtedness  or Contingent
     Obligation, and such failure continues after the applicable grace or notice
     period,  if any,  specified  in the  relevant  document on the date of such
     failure if the effect of such failure,  event or condition is to cause,  or
     to permit  the holder or holders of such  Indebtedness  or  beneficiary  or
     beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
     holder  or  holders  or  beneficiary  or   beneficiaries)   to  cause  such
     Indebtedness  to be  declared  to be due and  payable  prior to its  stated
     maturity,   or  such  Contingent  Obligation  to  become  payable  or  cash
     collateral in respect  thereof to be demanded;  or (ii) there  occurs under
     any Swap  Contract  an Early  Termination  Date (as  defined  in such  Swap
     Contract)  resulting from (1) any event of default under such Swap Contract
     as to which the  Company  or any  Subsidiary  is the  Defaulting  Party (as
     defined in such Swap Contract) or (2) any Termination Event (as so defined)
     as to which such  Obligor is an  Affected  Party (as so  defined),  and, in
     either  event,  the Swap  Termination  Value owed by the such  Obligor as a
     result thereof is greater than the Material Amount;

          (f) An Obligor or any  Material  Subsidiary  (i) ceases or fails to be
     Solvent,  or generally  fails to pay, or admits in writing its inability to
     pay, its debts as they become due, subject to applicable grace periods,  if
     any, whether at stated maturity or otherwise;  (ii)  voluntarily  ceases to
     conduct its business in the ordinary course; (iii) commences any Insolvency
     Proceeding  with respect to itself;  or (iv) takes any action to effectuate
     or authorize any of the foregoing; or

          (g) either (i) Any involuntary  Insolvency  Proceeding is commenced or
     filed  against  any  Obligor  or any  Material  Subsidiary,  or  any  writ,
     judgment, warrant of attachment, execution or similar process, is issued or
     levied  against  a  substantial  part  of  an  Obligor's  or  any  Material
     Subsidiary's  properties,  and any such proceeding or petition shall not be
     dismissed,  or such writ,  judgment,  warrant of  attachment,  execution or
     similar process shall not be released, vacated or fully bonded within sixty
     (60) days  after  commencement,  filing or levy;  (ii) any  Obligor  or any
     Material  Subsidiary admits the material  allegations of a petition against
     it in any Insolvency  Proceeding,  or an order for relief (or similar order
     under non-U.S. law) is ordered in any Insolvency  Proceeding;  or (iii) any
     Obligor or any  Material  Subsidiary  acquiesces  in the  appointment  of a
     receiver,  trustee,  custodian,   conservator,   liquidator,  mortgagee  in
     possession  (or agent  therefor),  or other similar  Person for itself or a
     substantial portion of its property or business; or

          (h) either (i) An ERISA Event  shall  occur with  respect to a Pension
     Plan or  Multiemployer  Plan  which has  resulted  or could  reasonably  be
     expected to result in liability of the Borrower  under Title IV of ERISA to
     the Pension Plan,  Multiemployer Plan or the PBGC in an aggregate amount in
     excess of the Material  Amount;  or (ii) the  aggregate  amount of Unfunded
     Pension  Liability among all Pension Plans at any time exceeds the Material
     Amount; or (iii) the Borrower or any ERISA Affiliate shall fail to pay when
     due, after the expiration of any applicable  grace period,  any installment
     payment with respect to its  withdrawal  liability  under  Section 4201  of
     ERISA under a  Multiemployer  Plan in an aggregate  amount in excess of the
     Material Amount; or

          (i) One or more non-interlocutory judgments,  noninterlocutory orders,
     decrees  or  arbitration  awards is  entered  against  any  Obligor  or any
     Material Subsidiary in the aggregate a liability (to the extent not covered
     by  independent  third-party  insurance  as to which the  insurer  does not
     dispute  coverage)  as to any  single or  related  series of  transactions,
     incidents or conditions, of the Material Amount or more, and the same shall
     remain  unvacated  and unstayed  pending  appeal for a period of sixty (60)
     days after the entry thereof; or

          (j) Any non-monetary judgment,  order or decree is entered against any
     Obligor  or any  Material  Subsidiary  which  does or would  reasonably  be
     expected to have a Material  Adverse Effect,  and there shall be any period
     of sixty (60)  consecutive  days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or otherwise, shall not be
     in effect; or

          (k) There occurs any Change of Control; or

          (l) Any event described in the definition of "Material Adverse Effect"
     set forth herein shall occur; or

          (m) Any  Loan  Document  executed  by an  Obligor  is for  any  reason
     partially  (including with respect to future advances) or wholly revoked or
     invalidated,  or  otherwise  ceases to be in full force and effect,  or any
     Obligor  contests in any manner the validity or  enforceability  thereof or
     denies that it has any further liability or obligation  thereunder and such
     revocation,  invalidation, lack of effort or lack of enforceability remains
     in effect for a period of twenty-one (21) days or more;

          (n) either (i) any provision of any Collateral  Document shall for any
     reason cease to be valid and binding on or enforceable  against the Obligor
     party  thereto  or any such  Obligor  shall so state in writing or bring an
     action to limit its  obligations  or  liabilities  thereunder;  or (ii) any
     Collateral  Document shall for any reason (other than pursuant to the terms
     thereof)  cease  to  create a valid  security  interest  in the  Collateral
     purported to be covered  thereby or such  security  interest  shall for any
     reason cease to be a perfected and first priority security interest subject
     only to Permitted Liens and such condition remains in effect for twenty-one
     (21) days; or

          (o) Any Subordination Agreement or the subordination provisions of any
     agreement or instrument  governing any other  Subordinated  Debt is for any
     reason revoked or  invalidated,  or otherwise cease to be in full force and
     effect,  or any Person party thereto contests in any manner the validity or
     enforceability  thereof  or denies  that it has any  further  liability  or
     obligation  thereunder,  or the  Indebtedness  hereunder  is for any reason
     subordinated  or does not have the priority  contemplated by this Agreement
     or the Subordination Agreement or such subordination provisions.

          X.2 Rememdies.  If any Event of Default occurs,  the U.S. Agent shall,
     at the request of, or may, with the consent of, the Majority Lenders,

          (a)  declare  the  Commitment  of each  Lender  to make  Loans and any
     obligation of the Issuing Bank to Issue Letters of Credit to be terminated,
     whereupon such Commitments and obligation shall be terminated;

          (b) declare an amount equal to the maximum aggregate amount that is or
     at  any  time  thereafter  may  become  available  for  drawing  under  any
     outstanding  Letters of Credit (whether or not any  beneficiary  shall have
     presented,  or shall be  entitled  at such time to  present,  the drafts or
     other  documents  required  to draw  under  such  Letters  of Credit) to be
     immediately due and payable, and declare the unpaid principal amount of all
     outstanding  Loans, all interest accrued and unpaid thereon,  and all other
     amounts  owing or payable  hereunder or under any other Loan Document to be
     immediately due and payable, without presentment,  demand, protest or other
     notice  of any  kind,  all of which  are  hereby  expressly  waived  by the
     Borrower; and

          (c) exercise on behalf of itself,  the Issuing Bank or the Lenders all
     rights and remedies  available to it, the  Collateral  Agents,  the Issuing
     Bank or the Lenders under the Loan Documents or applicable law;

           provided, however, that upon the occurrence of any event specified in
     Subsection  (y) or of  Section 8.1,  with respect to either  Borrower,  the
     obligation  of each Lender to make Loans and any  obligation of the Issuing
     Bank to Issue  Letters  of Credit  shall  automatically  terminate  and the
     unpaid principal amount of all outstanding Loans and all interest and other
     amounts as aforesaid  shall  automatically  become due and payable  without
     further act of the Agent, the Issuing Bank or any Lender.

          X.3  Specified  Swap  Contract  Remedies.  Notwithstanding  any  other
     provision of this Article X, and in addition  thereto,  each Swap  Provider
     shall have the right,  with prior notice to the U.S. Agent, but without the
     approval or consent of the U.S. Agent or the other Lenders, with respect to
     any Specified Swap Contract of such Swap Provider,  (a) to declare an event
     of default,  termination  event or other  similar event  thereunder  and to
     create an Early Termination Date, (b) to determine net termination  amounts
     in  accordance  with the  terms of such  Specified  Swap  Contracts  and to
     set-off amounts between Specified Swap Contracts,  and (c) to prosecute any
     legal action against the Obligor party thereto to enforce net amounts owing
     to such Swap Provider.

          X.4 Rights not  Exclusive.  The rights  provided for in this Agreement
     and the other Loan  Documents are  cumulative  and are not exclusive of any
     other rights, powers,  privileges or remedies provided by law or in equity,
     or under any other  instrument,  document  or  agreement  now  existing  or
     hereafter arising.

                                   ARTICLE XI.

                                    THE AGENT


          XI.1 Appointment and Authorization; "Agent" and "Issuing Bank"

          (a) Each  Lender,  the  Overdraft  Bank,  each  Issuing  Bank and each
     Collateral Agent hereby  irrevocably  (subject to  Section 11.9)  appoints,
     designates and authorizes the Agent to take such action on its behalf under
     the  provisions  of this  Agreement  and each  other Loan  Document  and to
     exercise such powers and perform such duties as are expressly  delegated to
     it by the terms of this Agreement or any other Loan Document, together with
     such  powers as are  reasonably  incidental  thereto.  Notwithstanding  any
     provision to the contrary  contained  elsewhere in this Agreement or in any
     other   Loan   Document,   the  Agent   shall   not  have  any   duties  or
     responsibilities,  except those  expressly set forth herein,  nor shall the
     Agent have or be deemed to have any fiduciary relationship with any Lender,
     and no implied covenants, functions, responsibilities,  duties, obligations
     or liabilities shall be read into this Agreement or any other Loan Document
     or otherwise  exist against the Agent.  Without  limiting the generality of
     the foregoing sentence,  the use of the term "agent" in this Agreement with
     reference  to the Agent is not  intended to connote any  fiduciary or other
     implied (or  express)  obligations  arising  under  agency  doctrine of any
     applicable  law.  Instead,  such term is used  merely as a matter of market
     custom,  and is  intended  to  create  or  reflect  only an  administrative
     relationship between independent contracting parties.

          (b) The Issuing  Bank shall act on behalf of the Lenders  with respect
     to any  Letters  of  Credit  Issued  by it  and  the  documents  associated
     therewith  until such time and except for so long as the Agent may agree at
     the  request  of the  Majority  Lenders to act for such  Issuing  Bank with
     respect thereto; provided, however, that the Issuing Bank shall have all of
     the  benefits and  immunities  (i) provided to the Agent in this Article XI
     with respect to any acts taken or omissions suffered by the Issuing Bank in
     connection  with Letters of Credit Issued by it or proposed to be Issued by
     it and the application  and agreements for letters of credit  pertaining to
     the  Letters  of  Credit as fully as if the term  "Agent",  as used in this
     Article  XI,  included  the  Issuing  Bank  with  respect  to such  acts or
     omissions, and (ii) as additionally provided in this Agreement with respect
     to the Issuing Bank.

          X1.2  Delegation  of Duties.  The Agent may  execute any of its duties
     under this  Agreement  or any other  Loan  Document  by or through  agents,
     employees or  attorneys-in-fact  and shall be entitled to advice of counsel
     concerning  all matters  pertaining to such duties.  The Agent shall not be
     responsible   for  the   negligence   or   misconduct   of  any   agent  or
     attorney-in-fact that it selects with reasonable care.

          XI.3 Liability of Agent. None of the  Agent-Related  Persons shall (i)
     be liable for any action  taken or omitted to be taken by any of them under
     or in  connection  with this  Agreement  or any other Loan  Document or the
     transactions  contemplated  hereby (except for its own gross  negligence or
     willful misconduct as determined by a final non-appealable order of a court
     of competent jurisdiction),  or (ii) be responsible in any manner to any of
     the Lenders for any recital, statement,  representation or warranty made by
     either Borrower or any Subsidiary or Affiliate of either  Borrower,  or any
     officer thereof, contained in this Agreement or in any other Loan Document,
     or in any certificate,  report,  statement or other document referred to or
     provided for in, or received by the Agent under or in connection with, this
     Agreement or any other Loan  Document,  or for the value of or title to any
     Collateral, or the validity, effectiveness,  genuineness, enforceability or
     sufficiency  of this  Agreement  or any  other  Loan  Document,  or for any
     failure  of either  Borrower  or any other  party to any Loan  Document  to
     perform its obligations  hereunder or thereunder.  No Agent-Related  Person
     shall be under any  obligation  to any Lender to ascertain or to inquire as
     to the observance or performance of any of the agreements  contained in, or
     conditions of, this Agreement or any other Loan Document, or to inspect the
     properties, books or records of either Borrower or any Guarantor.

          XI.4 Reliance by Agent

          (a) The Agent shall be entitled to rely, and shall be fully  protected
     in relying, upon any writing,  resolution,  notice,  consent,  certificate,
     affidavit,  letter,  telegram,   facsimile,  telex  or  telephone  message,
     statement or other  document or  conversation  believed by it to be genuine
     and correct and to have been signed,  sent or made by the proper  Person or
     Persons, and upon advice and statements of legal counsel (including counsel
     to the Borrowers),  independent  accountants and other experts  selected by
     the Agent.  The Agent  shall be fully  justified  in failing or refusing to
     take any action under this  Agreement or any other Loan Document  unless it
     shall first receive such advice or concurrence  of the Majority  Lenders as
     it deems appropriate and, if it so requests,  it shall first be indemnified
     to its  satisfaction  by the  Lenders  against  any and all  liability  and
     expense  which may be incurred by it by reason of taking or  continuing  to
     take any such  action.  The Agent shall in all cases be fully  protected in
     acting,  or in refraining  from acting,  under this  Agreement or any other
     Loan  Document  in  accordance  with a request or  consent of the  Majority
     Lenders and such  request and any action  taken or failure to act  pursuant
     thereto shall be binding upon all of the Lenders.

          (b)  For  purposes  of  determining  compliance  with  the  conditions
     specified  in  Section 5.1,  each Lender that has executed  this  Agreement
     shall be  deemed  to have  consented  to,  approved  or  accepted  or to be
     satisfied  with,  each document or other matter either sent by the Agent to
     such Lender for consent, approval,  acceptance or satisfaction, or required
     thereunder to be consented to or approved by or acceptable or  satisfactory
     to the Lender.

          XI.5  Notice  of  Default.  The  Agent  shall  not be  deemed  to have
     knowledge or notice of the  occurrence  of any Default or Event of Default,
     except with respect to defaults in the payment of  principal,  interest and
     fees  required  to be paid to the Agent  for the  account  of the  Lenders,
     unless the Agent shall have  received  written  notice from a Lender or the
     Borrowers'  Representative  referring to this  Agreement,  describing  such
     Default or Event of Default  and  stating  that such notice is a "notice of
     default".  The Agent  will  notify the  Lenders of its  receipt of any such
     notice,  and will notify the  Borrowers'  Representative  if such notice is
     given by a Lender.  The Agent shall take such  action with  respect to such
     Default or Event of Default as may be requested by the Majority  Lenders in
     accordance with Article XII; provided,  however,  that unless and until the
     Agent has  received  any such  request,  the  Agent  may (but  shall not be
     obligated  to) take such action,  or refrain from taking such action,  with
     respect to such  Default or Event of Default as it shall deem  advisable or
     in the best interest of the Lenders.

          XI.6  Credit  Decision.  Each  Lender  acknowledges  that  none of the
     Agent-Related  Persons has made any  representation  or warranty to it, and
     that no act by the Agent  hereinafter  taken,  including  any review of the
     affairs of the Borrowers  shall be deemed to constitute any  representation
     or  warranty  by any  Agent-Related  Person  to  any  Lender.  Each  Lender
     represents  to the Agent that it has,  independently  and without  reliance
     upon any  Agent-Related  Person and based on such documents and information
     as it has deemed  appropriate,  made its own appraisal of and investigation
     into the business,  prospects,  operations,  property,  financial and other
     condition and creditworthiness of the Borrowers,  the value of and title to
     any  Collateral,  and all applicable  bank  regulatory laws relating to the
     transactions  contemplated  hereby, and made its own decision to enter into
     this Agreement and to extend credit to the Borrowers hereunder. Each Lender
     also represents that it will,  independently  and without reliance upon any
     Agent-Related  Person and based on such  documents  and  information  as it
     shall  deem  appropriate  at the  time,  continue  to make  its own  credit
     analysis,  appraisals  and  decisions in taking or not taking  action under
     this   Agreement   and  the  other  Loan   Documents,   and  to  make  such
     investigations  as it deems  necessary to inform itself as to the business,
     prospects,   operations,   property,  financial  and  other  condition  and
     creditworthiness  of the Borrowers.  Except for notices,  reports and other
     documents  expressly  herein required to be furnished to the Lenders by the
     Agent, the Agent shall not have any duty or  responsibility  to provide any
     Lender  with any  credit  or other  information  concerning  the  business,
     prospects,   operations,   property,   financial  and  other  condition  or
     creditworthiness of the Borrowers which may come into the possession of any
     of the Agent-Related Persons.

          XI.7  Indemnification  of  Agent.  Whether  or  not  the  transactions
     contemplated  hereby are  consummated,  the Lenders  shall  indemnify  upon
     demand the  Agent-Related  Persons (to the extent not  reimbursed  by or on
     behalf  of  the  Borrowers  and  without  limiting  the  obligation  of the
     Borrowers  to do so),  pro rata,  from and against any and all  Indemnified
     Obligations;  provided,  however,  that no Lender  shall be liable  for the
     payment to the  Agent-Related  Persons of any  portion of such  Indemnified
     Obligations resulting solely from such Person's gross negligence or willful
     misconduct  as  determined  by a final  non-appealable  order of a court of
     competent  jurisdiction.  Without limitation of the foregoing,  each Lender
     shall reimburse the Agent upon demand for its ratable share of any costs or
     out-of-pocket  expenses (including Attorney Costs) incurred by the Agent in
     connection  with  the  preparation,  execution,  delivery,  administration,
     modification, amendment or enforcement (whether through negotiations, legal
     proceedings  or  otherwise)  of, or legal  advice in  respect  of rights or
     responsibilities  under,  this Agreement,  any other Loan Document,  or any
     document  contemplated  by or  referred  to herein,  to the extent that the
     Agent is not reimbursed for such expenses by or on behalf of the Borrowers.
     The  undertaking  in  this   Section shall   survive  the  payment  of  all
     Obligations hereunder and the resignation or replacement of the Agent.

          XI.8 Agent in Individual Capacity.. BOAFSB and its Affiliates may make
     loans to, issue letters of credit for the account of, accept deposits from,
     acquire  equity  interests in and generally  engage in any kind of banking,
     trust, financial advisory, underwriting or other business with LCGI and its
     Subsidiaries  and Affiliates as though BOAFSB were not the Agent  hereunder
     and without  notice to or consent of the Lenders.  The Lenders  acknowledge
     that,  pursuant to such  activities,  BOAFSB or its  Affiliates may receive
     information  regarding LCGI or its Affiliates  (including  information that
     may be  subject  to  confidentiality  obligations  in favor of LCGI or such
     Subsidiary) and acknowledge  that the Agent shall be under no obligation to
     provide such information to them.

          XI.9 Successor Agent; Successor Issuing Bank

          (a) The Agent may and at the request of the  Majority  Lenders  shall,
     resign as Agent  upon  thirty  (30)  days'  notice to the  Lenders  and the
     Borrowers'  Representative.  If the Agent resigns under this Agreement, the
     Majority Lenders shall appoint from among the Lenders a successor agent for
     the Lenders  which  successor  agent  shall be  approved by the  Borrowers'
     Representative.  If no successor  agent is appointed prior to the effective
     date  of the  resignation  of the  Agent,  the  Agent  may  appoint,  after
     consulting with the Lenders and the Borrowers' Representative,  a successor
     agent from among the Lenders.  Upon the  acceptance of its  appointment  as
     successor  agent  hereunder,  such successor agent shall succeed to all the
     rights,  powers and duties of the retiring Agent and the term "Agent" shall
     mean such successor agent and the retiring Agent's appointment,  powers and
     duties as Agent shall be terminated. After any retiring Agent's resignation
     hereunder as Agent, the provisions of this Article XI and Sections 12.4 and
     12.5 shall inure to its  benefit as to any  actions  taken or omitted to be
     taken by it while it was Agent under this Agreement.  If no successor agent
     has  accepted  appointment  as Agent by the date which is thirty  (30) days
     following a retiring  Agent's notice of resignation,  the retiring  Agent's
     resignation shall  nevertheless  thereupon become effective and the Lenders
     shall perform all of the duties of the Agent  hereunder until such time, if
     any, as the  Majority  Lenders  appoint a successor  agent as provided  for
     above.

          (b) The Issuing Bank may,  and at the request of the Majority  Lenders
     shall,  resign as Issuing Bank upon thirty (30) days' notice to the Lenders
     and the Borrowers'  Representative.  If the Issuing Bank resigns under this
     Agreement,  the  Majority  Lenders  shall  appoint from among the Lenders a
     successor  issuing  bank for the Lenders.  If no successor  issuing bank is
     appointed  prior to the effective  date of the  resignation  of the Issuing
     Bank, the Issuing Bank may appoint,  after  consulting with the Lenders and
     the  Borrowers'  Representative,  a successor  issuing  bank from among the
     Lenders.  Upon the acceptance of its appointment as successor  issuing bank
     hereunder,  such  successor  issuing bank shall  succeed to all the rights,
     powers and duties of the retiring  Issuing Bank and the term "Issuing Bank"
     shall mean such  successor  issuing  bank and the retiring  Issuing  Bank's
     appointment,  powers and duties as Issuing Bank shall be terminated.  After
     any retiring  Issuing  Bank's  resignation  hereunder as Issuing Bank,  the
     provisions of Article III and Sections  11.7,  12.4 and 12.5 shall inure to
     its benefit as to any  actions  taken or omitted to be taken by it while it
     was Issuing Bank under this  Agreement.  If no  successor  issuing bank has
     accepted  appointment as Issuing Bank by the date which is thirty (30) days
     following a retiring  Issuing  Bank's notice of  resignation,  the retiring
     Issuing Bank's  resignation shall  nevertheless  thereupon become effective
     and the  Lenders  shall  perform  all of the  duties  of the  Issuing  Bank
     hereunder  until such  time,  if any,  as the  Majority  Lenders  appoint a
     successor issuing bank as provided for above.

          XI.10 Withholding Tax

          (a) If any Lender is a  "foreign  corporation,  partnership  or trust"
     within the meaning of the Code and such Lender claims  exemption from, or a
     reduction of, U.S. withholding tax under Sections 1441 or 1442 of the Code,
     such Lender agrees with and in favor of the Agent,  to deliver to the Agent
     and the Borrowers' Representative:

               (i) if such Lender  claims an exemption  from, or a reduction of,
          withholding  tax  under a  United  States  tax  treaty,  two  properly
          completed  and executed  copies of IRS Form 1001 before the payment of
          any interest in the first  calendar year and before the payment of any
          interest in each third succeeding  calendar year during which interest
          may be paid under this Agreement;

               (ii)  if  such  Lender  claims  that  interest  paid  under  this
          Agreement is exempt from United States  withholding  tax because it is
          effectively  connected  with a United States trade or business of such
          Lender,  two properly  completed and executed  copies of IRS Form 4224
          before the payment of any interest is due in the first taxable year of
          such Lender and in each succeeding  taxable year of such Lender during
          which interest may be paid under this Agreement; and

               (iii) such other form or forms as may be required  under the Code
          or other laws of the United  States as a condition to exemption  from,
          or reduction of, United States withholding tax.

          Such  Lender  agrees to  promptly  notify  the Agent of any  change in
     circumstances which would modify or render invalid any claimed exemption or
     reduction.

          (b) If any Lender claims exemption from, or reduction of,  withholding
     tax under a United  States tax treaty by  providing  IRS Form 1001 and such
     Lender sells,  assigns,  grants a participation in, or otherwise  transfers
     all or part of the Obligations to such Lender, such Lender agrees to notify
     the Agent and the Borrowers'  Representative  of the  percentage  amount in
     which it is no longer the  beneficial  owner of Obligations to such Lender.
     To the extent of such percentage amount, the Agent will treat such Lender's
     IRS Form 1001 as no longer valid.

          (c) If any Lender  claiming  exemption from United States  withholding
     tax by  filing  IRS Form  4224  with the  Agent  sells,  assigns,  grants a
     participation in, or otherwise  transfers all or part of the Obligations to
     such  Lender,  such Lender  agrees to  undertake  sole  responsibility  for
     complying with the  withholding tax  requirements  imposed by Sections 1441
     and 1442 of the Code.

          (d) If  any  Lender  is  entitled  to a  reduction  in the  applicable
     withholding  tax, the Agent may withhold from any interest  payment to such
     Lender an amount equivalent to the applicable  withholding tax after taking
     into account such reduction.  However,  if the forms or other documentation
     required by Subsection (a) of this  Section are not delivered to the Agent,
     then the Agent may withhold  from any  interest  payment to such Lender not
     providing  such forms or other  documentation  an amount  equivalent to the
     applicable  withholding  tax imposed by Sections 1441 and 1442 of the Code,
     without reduction.

          (e) If the  IRS or any  other  Governmental  Authority  of the  United
     States  or  other  jurisdiction  asserts  a claim  that the  Agent  did not
     properly withhold tax from amounts paid to or for the account of any Lender
     (because  the  appropriate  form  was not  delivered  or was  not  properly
     executed,  or because such Lender failed to notify the Agent of a change in
     circumstances   which  rendered  the  exemption   from,  or  reduction  of,
     withholding  tax  ineffective,  or for any other  reason) such Lender shall
     indemnify the Agent fully for all amounts paid, directly or indirectly,  by
     the  Agent as tax or  otherwise,  including  penalties  and  interest,  and
     including any taxes imposed by any  jurisdiction  on the amounts payable to
     the  Agent  under  this  Section,  together  with all  costs  and  expenses
     (including  Attorney  Costs) . The  obligation  of the  Lenders  under this
     Subsection shall survive the payment of all Obligations and the resignation
     or replacement of the Agent.

          XI.11 Collateral Matters

          (a) The Agents and the  Collateral  Agents are authorized on behalf of
     the Issuing Bank and all the Lenders,  without the  necessity of any notice
     to or further  consent from the Issuing  Bank or the Lenders,  from time to
     time to take any action with respect to any  Collateral  or the  Collateral
     Documents  which may be  necessary to perfect and  maintain  perfected  the
     security interest in and Liens upon the Collateral  granted pursuant to the
     Collateral Documents.

          (b) The Lenders and the Issuing Bank  irrevocably  authorize the Agent
     and  the  Collateral  Agents,  at  their  respective  option  and in  their
     respective discretion,  to release any Lien granted to or held by the Agent
     or such  Collateral  Agent upon any Collateral (i) upon  termination of the
     Commitment and payment in full of all Loans and all other Obligations known
     to the Agent and payable under this  Agreement or any other Loan  Document;
     (ii) constituting  property sold or to be sold or disposed of as part of or
     in connection with any disposition permitted hereunder;  (iii) constituting
     property  in which no  Borrower  owned an interest at the time the Lien was
     granted or at any time thereafter;  (iv) constituting  property leased to a
     Borrower  under  a  lease  which  has  expired  or  been  terminated  in  a
     transaction  permitted under this Agreement or is about to expire and which
     has not been,  and is not  intended  by such  Borrower  to be,  renewed  or
     extended; (v) consisting of an instrument evidencing  Indebtedness or other
     debt  instrument,  if the indebtedness  evidenced  thereby has been paid in
     full;  or (vi) if  approved,  authorized  or  ratified  in  writing  by the
     Majority  Lenders or all the  Lenders,  as the case may be, as  provided in
     Section 12.1(f).  Upon  request by the Agent at any time,  the Lenders will
     confirm in writing  the  Agent's or the  Collateral  Agent's  authority  to
     release particular types or items of Collateral pursuant to this Subsection
     11.11(b),  provided that the absence of any such  confirmation for whatever
     reason shall not affect the Agent's or the Collateral  Agent's rights under
     this Section 11.11.

          (c) Each reference  herein to any right granted to, benefit  conferred
     upon or power  exercisable by the "Agent" shall be a reference to the Agent
     for itself and for the ratable benefit of the Issuing Bank and the Lenders,
     and each action taken or right exercised  hereunder shall be deemed to have
     been so taken or  exercised  by the Agent for  itself  and for the  ratable
     benefit of the Issuing Bank and the Lenders.

          (d)  Whenever  the word  "Agent" is used in this Article 11, such term
     shall refer to each Agent.



                                  ARTICLE XII.

                                  MISCELLANEOUS

          XII.1 Amendments and Waivers.  No amendment or waiver of any provision
     of this Agreement or any other Loan  Document,  and no consent with respect
     to any departure by any Obligor  therefrom,  shall be effective  unless the
     same shall be in writing and signed by the Majority Lenders (or by the U.S.
     Agent at the written  request of the Majority  Lenders) and the  Borrowers'
     Representative and acknowledged by the U.S. Agent, and then any such waiver
     or consent  shall be effective  only in the  specific  instance and for the
     specific purpose for which given;  provided,  however, that no such waiver,
     amendment,  or  consent  shall,  unless in  writing  and  signed by all the
     Lenders and the  Borrowers'  Representative  and  acknowledged  by the U.S.
     Agent, do any of the following:

          (a) increase or extend the Commitment of any Lender;

          (b)  postpone or delay any date fixed by this  Agreement  or any other
     Loan Document for any payment of principal, interest, fees or other amounts
     due to the  Lenders  (or any of them)  hereunder  or under any  other  Loan
     Document;

          (c) reduce the principal of, or the rate of interest  specified herein
     on any Loan,  or any fees or other amounts  payable  hereunder or under any
     other Loan Document;

          (d) increase  the amount of the  Commitment  or change the  Commitment
     Percentages or of the aggregate  unpaid principal amount of the Loans which
     is required for the Lenders or any of them to take any action hereunder; or

          (e) amend the definition of "Majority  Lenders",  this  Section or any
     provision herein providing for consent or other action by all Lenders; or

          (f)  discharge any Obligor,  or release any portion of the  Collateral
     except as otherwise may be provided herein or in the Collateral Document or
     except  where the  consent of the  Majority  Lenders  only is  specifically
     provided for;

          and,  provided,  further,  that (i) no  amendment,  waiver or  consent
     shall,  unless in writing and signed by the Issuing Bank in addition to the
     Majority Lenders or all the Lenders,  as the case may be, affect the rights
     or duties of the  Issuing  Bank under  this  Agreement  or any  L/C-Related
     Document  relating  to any  Letter of Credit  Issued or to be Issued by it,
     (ii) no amendment, waiver or consent shall, unless in writing and signed by
     the Overdraft Bank, affect its rights or duties in respect of the Overdraft
     Facility;  (iii) no amendment,  waiver or consent shall,  unless in writing
     and signed by the affected Agent in addition to the Majority Lenders or all
     the Lenders,  as the case may be, affect the rights or duties of such Agent
     under this  Agreement or any other Loan  Document,  and (iv) the Fee Letter
     may be amended,  or rights or privileges  thereunder  waived,  in a writing
     executed by the parties thereto.

      XII.2      Notices

          (a) All  notices,  requests,  consents,  approvals,  waivers and other
     communications shall be in writing (including, unless the context expressly
     otherwise  provides,  by  facsimile  transmission)  and  mailed,  faxed  or
     delivered,  to the address or  facsimile  number  specified  for notices on
     Rider 3; or, as directed to the Borrowers'  Representative or either Agent,
     to such  other  address as shall be  designated  by such party in a written
     notice to the other  parties,  and as directed to any other party,  at such
     other address as shall be  designated by such party in a written  notice to
     the Borrowers' Representative and such Agent.

          (b)  All  such  notices,   requests  and  communications  shall,  when
     transmitted by overnight  delivery,  or faxed,  be effective when delivered
     for  overnight  (next-day)  delivery,  or  transmitted  in legible  form by
     facsimile machine,  respectively, or if mailed, upon the third Business Day
     after the date deposited into the U.S. mail  (certified  mail or registered
     mail, return receipt  requested),  or if delivered,  upon delivery;  except
     that  notices  pursuant  to Article  II, IV or XI to an Agent  shall not be
     effective until actually  received by such Agent,  and notices  pursuant to
     Article  III  to the  Issuing  Bank  or the  Overdraft  Bank  shall  not be
     effective  until  actually  received by the Issuing  Bank or the  Overdraft
     Bank,  as the case may be,  at the  respective  address  specified  for the
     "Issuing  Bank" and the "Overdraft  Bank" on the applicable  signature page
     hereof.

          (c) Any  agreement  of the Agent  and the  Lenders  herein to  receive
     certain notices by telephone or facsimile is solely for the convenience and
     at the  request  of the  Borrowers.  Each  Agent and the  Lenders  shall be
     entitled to rely on the authority of Borrowers' Representative or any other
     Person at any time purporting to be a Person authorized by the Borrowers to
     give such notice and the Agent and the Lenders shall not have any liability
     to the Borrower or other Person on account of any action taken or not taken
     by the Agent or the Lenders in reliance  upon such  telephonic or facsimile
     notice.  The  obligation  of the  Borrowers  to  repay  the  Loans  and L/C
     Obligations  shall  not be  affected  in any  way or to any  extent  by any
     failure by the Agent and the Lenders to receive written confirmation of any
     telephonic or facsimile notice.

          XII.3 No Waiver;  Cumulative  Remedies.  No failure to exercise and no
     delay in exercising,  on the part of either Agent,  the Issuing Bank or any
     Lender, any right, remedy, power or privilege hereunder, shall operate as a
     waiver  thereof;  nor shall any  single or partial  exercise  of any right,
     remedy, power or privilege hereunder preclude any other or further exercise
     thereof or the exercise of any other right, remedy, power or privilege.

          XII.4 The Obligors shall:

          (a)  whether  or  not  the   transactions   contemplated   hereby  are
     consummated,  pay or reimburse  each Obligee  within five (5) Business Days
     after  demand  for all  reasonable  costs and  expenses  incurred  by it in
     connection with the development,  preparation, delivery, administration and
     execution of, and any amendment,  supplement, waiver or modification to (in
     each case, whether or not consummated),  this Agreement,  any Loan Document
     and any other documents prepared in connection  herewith or therewith,  and
     the  consummation  of the  transactions  contemplated  hereby and  thereby,
     including reasonable Attorney Costs, not to exceed, however, Fifty Thousand
     Dollars ($50,000) in legal fees as to all Obligees collectively; and

          (b) pay or reimburse  each Obligee within five (5) Business Days after
     demand for all reasonable  costs and expenses  (including  Attorney  Costs)
     incurred by them in connection with the (i) custody,  preservation,  use or
     operation of, or the sale of,  collection from, or other  realization upon,
     any  of  the  Collateral,   and  (ii)  exercise,   enforcement,   attempted
     enforcement, or preservation of any rights or remedies under this Agreement
     or any other Loan  Document  during the existence of an Event of Default or
     after acceleration of the Loans (including in connection with any "workout"
     or  restructuring  regarding  the Loans,  and  including in any  Insolvency
     Proceeding or appellate proceeding); and

          (c) pay or reimburse  each  Collateral  Agent within five (5) Business
     Days after demand for all  reasonable  appraisal  (including  the allocated
     cost of internal appraisal services),  audit,  environmental inspection and
     review (including the allocated cost of such internal services), search and
     filing costs,  fees and expenses,  incurred or sustained by such Collateral
     Agent in connection with the matters referred to under  Subsections (a) and
     (b) of this Section.

          XII.5 Obligors' Indemnification

          (a)  Whether  or  not  the   transactions   contemplated   hereby  are
     consummated, the Obligors shall indemnify, defend and hold each Obligee and
     each of its respective officers, directors,  employees, counsel, agents and
     attorneys-in-fact (each, an "Indemnified Person") harmless from and against
     any and all liabilities,  obligations, losses, damages, penalties, actions,
     judgments,  suits, costs,  charges,  expenses and disbursements  (including
     Attorney  Costs)  of any kind or  nature  whatsoever  which may at any time
     (including at any time following  repayment of the Loans and termination of
     any Foreign Exchange Agreements, the termination of any Swap Contracts, the
     termination  of any Letters of Credit and the  termination,  resignation or
     replacement  of the Agent or  replacement  of any  Lender) be  imposed  on,
     incurred by or asserted  against any such Person in any way  relating to or
     arising out of this Agreement or any document  contemplated  by or referred
     to herein, or the transactions  contemplated hereby, or any action taken or
     omitted  by  any  such  Person  under  or in  connection  with  any  of the
     foregoing,  including  with  respect to any  investigation,  litigation  or
     proceeding  (including any Insolvency  Proceeding or appellate  proceeding)
     related  to or  arising  out of  this  Agreement  or the  Foreign  Exchange
     Agreements, the Swap Contracts or the Loans or Letters of Credit or the use
     of the proceeds thereof,  whether or not any Indemnified  Person is a party
     thereto (all the foregoing,  collectively,  the "Indemnified Obligations");
     provided,  that the  Obligors  shall have no  obligation  hereunder  to any
     Indemnified Person with respect to Indemnified  Obligations  resulting from
     the gross negligence or willful  misconduct of such  Indemnified  Person as
     determined  by a  final  non-appealable  order  of  a  court  of  competent
     jurisdiction.  The agreements in this Section shall  survive payment of all
     other Obligations.

          (b) The  Obligors  shall  indemnify,  defend  and hold  harmless  each
     Indemnified Person, from and against any and all liabilities,  obligations,
     losses,  damages,  penalties,  actions,  judgments,  suits, costs, charges,
     expenses or disbursements  (including Attorney Costs and the allocated cost
     of internal environmental audit or review services),  which may be incurred
     by or  asserted  against  such  Indemnified  Person in  connection  with or
     arising  out of any  pending or  threatened  investigation,  litigation  or
     proceeding,  or  any  action  taken  by any  Person,  with  respect  to any
     Environmental  Claim.  No action taken by legal counsel chosen by the Agent
     or any Lender in defending  against any such  investigation,  litigation or
     proceeding or requested remedial,  removal or response action shall vitiate
     or any way impair the Obligors'  obligation and duty hereunder to indemnify
     and hold  harmless  the Agent and each  Lender.  In no event shall any site
     visit,  observation,  or  testing  by the  Agent  or  any  Lender  (or  any
     contractee  of the  Agent or any  Lender)  be  deemed a  representation  or
     warranty that Hazardous  Materials are or are not present in, on, or under,
     the  site,  or that  there  has  been  or  shall  be  compliance  with  any
     Environmental Law. Neither the Obligors nor any other Person is entitled to
     rely on any site visit, observation, or testing by the Agent or any Lender.
     No  Obligee  owes any duty of care to  protect  the  Obligors  or any other
     Person  against,  or to inform  the  Obligors  or any other  party of,  any
     Hazardous  Materials or any other adverse  condition  affecting any site or
     property.  No Obligee shall be obligated to disclose to the Obligors or any
     other Person any report or findings  made as a result of, or in  connection
     with, any site visit, observation, or testing by such Obligee.

          (c) The obligations in this Section shall survive payment of all other
     Obligations.  At the election of any Indemnified Person, the Obligors shall
     defend such  Indemnified  Person using legal counsel  satisfactory  to such
     Indemnified  Person in such Person's sole discretion,  at the sole cost and
     expense of the Obligors. All amounts owing under this Section shall be paid
     within thirty (30) days after demand.

          XII.6  Marshalling;  Payments Set Aside. No Obligee shall be under any
     obligation  to  marshall  any assets in favor of the  Obligors or any other
     Person or against or in  payment of any or all of the  Obligations.  To the
     extent  that the  Obligors  make a payment to any  Obligee,  or any Obligee
     exercise  its right of set-off,  and such  payment or the  proceeds of such
     set-off or any part thereof are  subsequently  invalidated,  declared to be
     fraudulent or preferential,  set aside or required  (including  pursuant to
     any settlement entered into by such Obligee in its discretion) to be repaid
     to a  trustee,  receiver  or  any  other  party,  in  connection  with  any
     Insolvency Proceeding or otherwise, then (a) to the extent of such recovery
     the obligation or part thereof originally intended to be satisfied shall be
     revived and  continued  in full force and effect as if such payment had not
     been made or such set-off had not occurred,  and (b) each Lender  severally
     agrees to pay to the Agent upon  demand its pro rata share of any amount so
     recovered from or repaid by the Agent.

          XII.7  Successors and Assigns.  The provisions of this Agreement shall
     be binding  upon and inure to the benefit of the  parties  hereto and their
     respective successors and assigns, except that none of the Obligors may not
     assign or transfer any of their rights or obligations  under this Agreement
     without the prior written consent of the Agent and each Lender.

          X.II.8 Assignments and Participations

          (a) Any  Lender  may  assign  and  delegate  to one or  more  Eligible
     Assignees which are either (a) Affiliates of such Lender,  organized in the
     same country as Lender,  or (b)  otherwise  approved in writing by the U.S.
     Agent and, unless an Event of Default then exists,  LCGI, such approval not
     to be  unreasonably  withheld,  conditional or delayed (each an "Assignee")
     all,  or any  ratable  part  of  all,  of the  Loans,  the  Revolving  Loan
     Commitment,  the CAPEX Loan  Commitment,  the L/C Obligations and the other
     rights  and  obligations  of such  Lender  hereunder,  in a minimum  amount
     (without   duplication)  of  Ten  Million  Dollars   ($10,000,000)  or,  as
     appropriate,  the Equivalent  Amount in Pounds;  provided,  however,  that,
     immediately  subsequent to such  assignment,  the selling  Lender's ratable
     share of all such Loans and Commitments  (without  duplication)  either has
     been reduced to zero;  i.e.,  its entire share has been sold,  or equals at
     least Ten Million Dollars ($10,000,000);  and, provided,  further, that the
     Obligors and the Agent may  continue to deal solely and directly  with such
     Lender in connection with the interest so assigned to an Assignee until (i)
     written  notice of such  assignment,  together  with payment  instructions,
     addresses and related information with respect to the Assignee,  shall have
     been given to the Obligors  and the Agent by such Lender and the  Assignee;
     (ii) such Lender and its Assignee  shall have delivered to the Obligors and
     the  Agent  an  Assignment   and  Acceptance  in  the  form  of  Exhibit  P
     ("Assignment and  Acceptance"),  together with any Note or Notes subject to
     such  assignment and (iii) the assignor  Lender or Assignee has paid to the
     Agent a processing fee in the amount of Five Thousand Dollars ($5,000).

          (b) From and  after  the date that the  Agent  notifies  the  assignor
     Lender that it has received  (and  provided its consent with respect to) an
     executed  Assignment  and  Acceptance  and payment of the  above-referenced
     processing fee, (i) the Assignee thereunder shall be a party hereto and, to
     the extent that rights and  obligations  hereunder have been assigned to it
     pursuant  to such  Assignment  and  Acceptance,  shall  have the rights and
     obligations  of a Lender  under the Loan  Documents,  and (ii) the assignor
     Lender shall, to the extent that rights and obligations hereunder and under
     the  other  Loan  Documents  have  been  assigned  by it  pursuant  to such
     Assignment and  Acceptance,  relinquish its rights and be released from its
     obligations under the Loan Documents.

          (c) Within five (5)  Business  Days after its receipt of notice by the
     Agent that it has  received  an  executed  Assignment  and  Acceptance  and
     payment of the  processing  fee,  (and  provided  that it  consents to such
     assignment in  accordance  with  Subsection  11.8(a)),  the Borrower  shall
     execute  and deliver to the Agent,  new Notes  evidencing  such  Assignee's
     assigned  Loans and Commitment  and, if the assignor  Lender has retained a
     portion of its Loans and its Commitment, replacement Notes in the principal
     amount of the Loans  retained by the  assignor  Lender (such Notes to be in
     exchange  for,  but not in  payment  of,  the Notes  held by such  Lender).
     Immediately  upon each  Assignee's  making its processing fee payment under
     the Assignment and Acceptance, this Agreement shall be deemed to be amended
     to the extent, but only to the extent, necessary to reflect the addition of
     the Assignee and the  resulting  adjustment  of the  Revolving  Commitments
     arising  therefrom.  The Commitment  Percentage  allocated to each Assignee
     shall reduce the Commitment Percentage of the assigning Lender pro tanto.

          (d) Any Lender may at any time sell to one or more commercial  Lenders
     or  other  Persons  not  Affiliates  of  the  Borrower  (a   "Participant")
     participating interests in any Loans, the Commitment of that Lender and the
     other  interests of that Lender (the  "originating  Lender")  hereunder and
     under the other Loan Documents; provided, however, that (i) the Originating
     Lender's obligations under this Agreement shall remain unchanged,  (ii) the
     Originating  Lender shall remain solely  responsible for the performance of
     such obligations,  (iii) the  Borrower and the Agent shall continue to deal
     solely and directly  with the  originating  Lender in  connection  with the
     Originating  Lender's rights and  obligations  under this Agreement and the
     other Loan  Documents,  and  (iv) no  Lender  shall  transfer  or grant any
     participating  interest under which the  Participant  has rights to approve
     any amendment to, or any consent or waiver with respect to, this  Agreement
     or any other Loan Document, except to the extent such amendment, consent or
     waiver would require  unanimous  consent of the Lenders as described in the
     first proviso to Section 12.1.  In the case of any such participation,  the
     Participant  shall not have any rights under this Agreement,  or any of the
     other Loan  Documents,  and all amounts  payable by the Borrower  hereunder
     shall be  determined  as if such  Lender  had not sold such  participation;
     except  that,  if  amounts  outstanding  under this  Agreement  are due and
     unpaid,  or shall have been  declared  or shall have become due and payable
     upon the  occurrence  of an Event of  Default,  each  Participant  shall be
     deemed  to have the  right  of  set-off  in  respect  of its  participating
     interest in amounts owing under this Agreement to the same extent as if the
     amount of its participating  interest were owing directly to it as a Lender
     under this Agreement.

          (e) Notwithstanding any other provision in this Agreement,  any Lender
     may at any time  create a  security  interest  in,  or  pledge,  all or any
     portion of its rights  under and  interest in this  Agreement  and the Note
     held by it in  favor of any  Federal  Reserve  Lender  in  accordance  with
     Regulation A of the FRB or U.S. Treasury  Regulation 31 CFR Section 203.14,
     and such  Federal  Reserve  Lender  may  enforce  such  pledge or  security
     interest in any manner permitted under applicable law.

          XII.9  Confidentiality.  Each  Lender  agrees to take and to cause its
     Affiliates to take normal and reasonable  precautions and exercise due care
     to  maintain  the   confidentiality   of  all  information   identified  as
     "confidential"  or  "secret"  by the  Borrower  and  provided  to it by the
     Obligors, or by the Agent on such Obligor's behalf, under this Agreement or
     any other Loan Document, and neither it nor any of its Affiliates shall use
     any such  information  other than in connection  with or in  enforcement of
     this  Agreement and the other Loan  Documents or in  connection  with other
     business now or hereafter existing or contemplated with the Obligors or any
     Subsidiary;  except to the  extent  such  information  (i) was  or  becomes
     generally  available to the public other than as a result of  disclosure by
     the Lender,  or (ii) was or becomes available on a  non-confidential  basis
     from a source  other than the  Obligor,  provided  that such  source is not
     bound by a confidentiality  agreement with the Obligor known to the Lender;
     provided, however, that any Lender may disclose such information (A) at the
     request or pursuant to any  requirement  of any  Governmental  Authority to
     which the Lender is subject or in connection  with an  examination  of such
     Lender by any such  authority;  (B) pursuant  to  subpoena  or other  court
     process;  (C) when  required to do so in accordance  with the provisions of
     any applicable Requirement of Law; (D) to the extent reasonably required in
     connection with any litigation or proceeding to which the Agent, any Lender
     or their respective  Affiliates may be party;  (E) to the extent reasonably
     required in connection  with the exercise of any remedy  hereunder or under
     any other Loan  Document;  (F) to such  Lender's  independent  auditors and
     other professional advisors;  (G) to any Participant or Assignee, actual or
     potential,  provided  that  such  Person  agrees  in  writing  to keep such
     information  confidential  to the  same  extent  required  of  the  Lenders
     hereunder;  (H) as to any Lender or its Affiliate,  as expressly  permitted
     under  the   terms  of  any   other   document   or   agreement   regarding
     confidentiality  to which the Obligor is party or is deemed party with such
     Lender or such Affiliate; and (I) to its Affiliates.

          XII.10 Set-Off.  In addition to any rights and remedies of the Lenders
     provided  by law,  if an Event of  Default  exists or the  Loans  have been
     accelerated,  each Lender is  authorized at any time and from time to time,
     without prior notice to the Borrowers,  any such notice being waived by the
     Obligors to the fullest  extent  permitted by law, to set off and apply any
     and all deposits (general or special, time or demand, provisional or final)
     at any time held by,  and other  indebtedness  at any time  owing by,  such
     Lender to or for the credit or the account of the  Obligor  against any and
     all  Obligations  owing  to  such  Lender,   now  or  hereafter   existing,
     irrespective  of  whether or not the Agent or such  Lender  shall have made
     demand  under  this  Agreement  or any  Loan  Document  and  although  such
     Obligations  may be unmatured.  Each Lender  agrees  promptly to notify the
     Borrowers'  Representative  and  the  Agent  after  any  such  set-off  and
     application  made by such Lender;  provided,  however,  that the failure to
     give  such  notice  shall not  affect  the  validity  of such  set-off  and
     application.

          XII.11  Automatic  Debits of Fees Upon  Default.  With  respect to any
     commitment fee, arrangement fee, or other fee, or any other cost or expense
     (including  Attorney  Costs) due and payable to the or any Lender under the
     Loan  Documents,  the Borrower hereby  irrevocably  authorizes the Agent to
     debit any deposit  account of any Obligor  with the Agent in an amount such
     that the aggregate  amount debited from all such deposit  accounts does not
     exceed  such fee or other cost or  expense,  provided  that the same is not
     paid when due. If there are insufficient  funds in such deposit accounts to
     cover the amount of the fee or other cost or expense then due,  such debits
     will be reversed (in whole or in part, in the Agent's sole  discretion) and
     such amount not debited  shall be deemed to be unpaid.  No such debit under
     this Section shall be deemed a set-off.

          XII.12  Notification of Addresses,  Lending Offices,  Etc. Each Lender
     and the  Issuing  Bank shall  notify the Agent in writing of any changes in
     the  address to which  notices to such  Lender or  Issuing  Bank  should be
     directed,  of addresses of any Lending Office,  of payment  instructions in
     respect  of all  payments  to be made  to it  hereunder  and of such  other
     administrative information as the Agent shall reasonably request.

          XII.13  Counterparts.  This Agreement may be executed in any number of
     separate counterparts,  each of which, when so executed, shall be deemed an
     original,  and all of said  counterparts  taken together shall be deemed to
     constitute but one and the same instrument.

          XII.14.Severability.   The  illegality  or   unenforceability  of  any
     provision  of  this  Agreement  or any  instrument  or  agreement  required
     hereunder   shall  not  in  any  way  affect  or  impair  the  legality  or
     enforceability  of  the  remaining  provisions  of  this  Agreement  or any
     instrument or agreement required hereunder.

          XII.15 No Third Parties Benefited.  This Agreement is made and entered
     into for the sole  protection  and  legal  benefit  of the  Borrowers,  the
     Lenders,  the Issuing Bank, the Agent and the  Agent-Related  Persons,  and
     their  permitted  successors  and  assigns,  and no other Person shall be a
     direct or  indirect  legal  beneficiary  of, or have any direct or indirect
     cause of action or claim in connection  with,  this Agreement or any of the
     other Loan Documents.

          XII.16 Governing Law and Jurisdiction

          (a) THIS  AGREEMENT  AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
     IN  ACCORDANCE  WITH,  THE LAW OF THE STATE OF GEORGIA;  PROVIDED THAT EACH
     OBLIGEE  SHALL RETAIN ALL RIGHTS  ARISING  UNDER  FEDERAL LAW OF THE UNITED
     STATES.

          (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
     GEORGIA OR OF THE FEDERAL  COURTS OF THE UNITED STATES SITTING IN THE STATE
     OF GEORGIA AND BY  EXECUTION  AND DELIVERY OF THIS  AGREEMENT,  EACH OF THE
     OBLIGORS  AND THE  OBLIGEES  CONSENTS,  FOR  ITSELF  AND IN  RESPECT OF ITS
     PROPERTY,  TO THE NON-EXCLUSIVE  JURISDICTION OF THOSE COURTS. EACH FURTHER
     WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OF ANY
     SUCH LITIGATION BASED ON THE GROUNDS OF FORUM NON CONVENIENS,  WHICH IT MAY
     NOW OR HEREAFTER  HAVE TO THE BRINGING OF ANY ACTION OR  PROCEEDING IN SUCH
     JURISDICTION  IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT  RELATED HERETO.
     THE OBLIGORS AND THE OBLIGEES  EACH FURTHER WAIVE  PERSONAL  SERVICE OF ANY
     SUMMONS,  COMPLAINT OR OTHER PROCESS,  WHICH MAY BE MADE BY ANY OTHER MEANS
     PERMITTED BY GEORGIA LAW.

          (c) Nothing  contained  in this  Section  shall  override any contrary
     provision contained in any Specified Swap Contract.

          XII.17  WAIVER OF JURY TRIAL.  TO THE EXTENT  PERMITTED BY  APPLICABLE
     LAW, THE OBLIGORS AND THE OBLIGEES EACH WAIVE THEIR RESPECTIVE  RIGHTS TO A
     TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING OUT OF
     OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS
     CONTEMPLATED  HEREBY  OR  THEREBY,  IN  ANY  ACTION,  PROCEEDING  OR  OTHER
     LITIGATION  OF ANY TYPE  BROUGHT BY ANY OF THE  PARTIES  AGAINST  ANY OTHER
     PARTY OR ANY AGENT-RELATED  PERSON,  PARTICIPANT OR ASSIGNEE,  WHETHER WITH
     RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  THE BORROWERS,  THE
     LENDERS,  THE ISSUING BANK, AND THE AGENT EACH FURTHER AGREES THAT ANY SUCH
     CLAIM OR CAUSE OF ACTION  SHALL BE TRIED BY A COURT  TRIAL  WITHOUT A JURY.
     WITHOUT  LIMITING  THE  FOREGOING,  THE  PARTIES  FURTHER  AGREE THAT THEIR
     RESPECTIVE  RIGHTS  TO A TRIAL  BY JURY ARE  WAIVED  BY  OPERATION  OF THIS
     SECTION AS TO ANY ACTION,  COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
     WHOLE OR IN PART,  TO  CHALLENGE  THE  VALIDITY OR  ENFORCEABILITY  OF THIS
     AGREEMENT OR THE OTHER LOAN  DOCUMENTS OR ANY PROVISION  HEREOF OR THEREOF.
     THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
     OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

          XII.18  Conflicts.  In the event of any conflict  between the terms of
     this Agreement and the terms of any other Loan Document,  the terms of this
     Agreement shall control unless and except to the limited extend that by the
     terms of such other Loan  Document  the terms of such other Loan  Documents
     shall be controlling.

          XII.19  Subordinated Debt. If and to the extent that the instrument(s)
     evidencing any  Subordinated  Debt refer to this Agreement for the terms of
     subordination  in respect of such Debt,  then,  in addition to the terms of
     Section 8.6(g) in regard  thereto,  the following terms shall apply to, and
     govern the payment of, such Subordinated Debt:

          (a) All such Debt is hereby  subordinated  and made junior in right of
     payment to the  Obligations.  No collateral shall be granted or obtained as
     security for such Debt. For so long as any Obligations are outstanding,  no
     direct or  indirect  payment  (by  set-off or  otherwise)  shall be made or
     agreed to be made on account of such Debt, or in respect of any redemption,
     retirement,  purchase  or other  acquisition  of such Debt,  and no accrued
     interest  may be paid on such  Debt,  if,  on or  prior to the date of such
     payment,  the  holder of such  Debt  shall  have  knowledge  that,  or have
     received  written  notice from the U.S. Agent that, any Default or Event of
     Default exists or would occur upon or by reason of such payment being made.

          (b) In the event of any  Insolvency  Proceeding,  (i) all  Obligations
     shall  first  be  indefeasibly   paid  in  full,   before  any  payment  or
     distribution  shall be made in respect of such  Debt;  (ii) any  payment or
     distribution  of assets of any Obligor which would  otherwise (but for this
     Agreement) be payable or  deliverable in respect of such Debt shall be paid
     or delivered  directly to the Agent for  application  to and payment of the
     Obligations in accordance with the priorities  established hereby until all
     Obligations  shall have been indefeasibly paid in full; (iii) the holder of
     such Debt agrees to cooperate with Agent's reasonable  requests relating to
     the  collection  of  payments  and  distributions  under  such Debt for the
     account of the Lenders; and (iv) the Agent is hereby irrevocably authorized
     and empowered (in its own name or in the name of the holder of such Debt or
     otherwise),  but shall have no  obligation,  if,  after  demand such holder
     refuses to do so, to demand,  sue for, collect and receive every payment or
     distribution referred to in clause (ii) above and give acquittance therefor
     and to file  claims  and  proofs  of  claim  and  take  such  other  action
     (including, without limitation, voting) as it may deem reasonably necessary
     or  advisable  for the  exercise  or  enforcement  of any of its  rights or
     interest hereunder.

          (c) If  any  payment,  distribution  or  security,  whether  in  cash,
     securities or other property,  shall be received by the holder of such Debt
     in contravention of any of the terms hereof, such payment,  distribution or
     security  shall be received and held in trust for the benefit of, and shall
     be promptly  paid over and  delivered  and  transferred  to, the Agent,  on
     behalf of the Lenders for  application to the payment of the Obligations to
     the extent  necessary to cause the Obligations to be  indefeasibly  paid in
     full.

          (d) Until all Obligations  shall have been  indefeasibly paid in full,
     the holder of such Debt hereby  waives any and all  subrogation  rights and
     all other rights as to the Lenders.  At such time as the  Obligations  have
     been  indefeasibly  paid  in  full,  the  holder  of  such  Debt  shall  be
     subrogated,  from and after  such  time,  to any  rights of the  Lenders to
     receive  any  further  payments  from or  distributions  of  assets  of any
     Obligors  until  such  Debt  shall be paid in full.  For  purposes  of such
     subrogation,  no  payments  or  distributions  to the  Lenders of any cash,
     property or  securities  to which the holder of such Debt would be entitled
     except for the provisions of this Agreement  shall,  as between the Obligor
     on such Debtor and its  creditors  (other than the Lenders) on the one hand
     and the holder of such Debt on the other hand,  be deemed to have been made
     as a payment by the Obligors to or on account of the Obligations.

          (e) For so long as the Obligations are outstanding, the holder of such
     Debt shall not (i) secure, ask, demand or sue for any payment, distribution
     or the  remedy in respect of this  Note,  (ii)  commence,  or join with any
     other creditor in commencing any  Insolvency  Proceeding,  or (iii) declare
     any  amount of such Debt to be due and  payable,  in each case  during  the
     times that such holder be prohibited from receiving any payments in respect
     of such Debt hereunder;  provided,  however,  that such restrictions  shall
     terminate automatically upon the commencement of an Insolvency Proceeding.

          (f) The provisions of this Agreement shall continue to be effective or
     be reinstated, as the case may be, if at any time any payment in respect of
     the  Obligations  is rescinded or must otherwise be returned by the Lenders
     in the event of any Insolvency  Proceeding,  all as though such payment had
     not been made.

          (g) For so long as the Obligations are outstanding, the holder of such
     Debt agrees not to accept prepayment of any amounts  outstanding under such
     Debtor,  and to the extent any Obligor  delivered any such  prepayments  to
     such  holder,  it agrees to hold such  amounts in trust for, and to deliver
     such amounts promptly to Agent, on behalf of the Lenders.

          XII.20 Entire Agreement. This Agreement,  together with the other Loan
     Documents,  embodies  the  entire  agreement  and  understanding  among the
     Obligors and the  Obligees,  and  supersedes  all prior or  contemporaneous
     agreements and understandings of such Persons, verbal or written,  relating
     to the subject matter hereof and thereof.



                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                                                


          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
     be duly executed and delivered and have hereunto  affixed their  respective
     seals by, through and in the presence of their  respective  proper and duly
     authorized officers as of the day and year first above written.

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

U.S. Agent:                        BANK OF AMERICA, FSB                  (SEAL)
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   By:                                          

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

U.S. Lender:                       BANK OF AMERICA, FSB                  (SEAL)
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   By:                                         

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

Issuing Banks (U.S.):              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                   ASSOCIATION                         (SEAL)
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   By:                                         

                                   Title:                                       
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

International Lender:              BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION, acting through its
                                   London Branch                         (SEAL)

                                   By:                                         

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------


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

International Agent:               BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION, acting through its
                                   London Branch                         (SEAL)

                                   By:                                         

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------


Issuing Bank (International):      BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION, acting through its
                                   London Branch                          (SEAL)
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   By:                                         

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------


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

Overdraft Bank:                    BANK OF AMERICA NATIONAL TRUST AND
                                   SAVINGS ASSOCIATION, acting through its
                                   London Branch                         (SEAL)

                                   By:                                          

                                   Title:                                       
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

Borrower's Representative and      LAW COMPANIES GROUP, INC.              SEAL)
Guarantor:

                                   By:                                          

                                   Title:                                       
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

Borrowers:                         LAW ENGINEERING AND ENVIRONMENTAL
                                   SERVICES, INC.                        (SEAL)
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   By:                                          

                                   Title:                                       


                                   Attest:                                      

                                   Title:                                       
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   GIBB LTD.                              (SEAL)
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   By:                                          

                                   Title:                                       


                                   Attest:                                      

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

Additional Guarantors:             LAW ENGINEERING CONSULTANTS, INC.      (SEAL)


                                   By:                                          

                                   Title:                                       
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   LAW INTERNATIONAL, INC.                (SEAL)


                                   By:                                          

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   GIBB INTERNATIONAL HOLDINGS, INC.      (SEAL)


                                   By:                                          

                                   Title:                                      
---------------------------------  ---------------------------------------------
---------------------------------  ---------------------------------------------

                                   GIBB HOLDINGS LTD.                     (SEAL)


                                   By:                                         

                                   Title:                                      
---------------------------------  ---------------------------------------------


                                     Rider 1


U.S. Agent's Payment Office:

International Agent's Payment Office:

Bank of America, FSB
1230 Peachtree Street
Suite 3600
Atlanta, GA 30309
Attn: Calvin E. Blount, Jr., Vice President

Bank of America, NT & SA
Bank of America House
26 Elmfield Road
Brumley Kent, England
BR1 1WA
Attn: T. Yogendren, Account Admin.

U.S. Lending Office:

International Lending Office:

Bank of America, FSB
1230 Peachtree Street
Suite 3600
Atlanta, GA 30309
Attn: Calvin E. Blount, Jr., Vice President

Bank of America, NT & SA
Bank of America House
26 Elmfield Road
Brumley Kent, England
BR1 1WA
Attn: T. Yogendren, Account Admin.

FX Trading Office (U.S.):

Bank of America, FSB
1230 Peachtree Street
Suite 3600
Atlanta, GA 30309
Attn: Calvin E. Blount, Jr., Vice President

FX Trading Office (International):

Bank of America, NT & SA
Bank of America House
26 Elmfield Road
Brumley Kent, England
BR1 1WA
Attn: David Whyman, Trade Finance Services


                                     Rider 2

                                   Commitments

                                  U.S. Lenders

Initial U.S. Lender:  Bank of America, FSB

Initial Revolving Dollar Loan Commitment:   $40,000,000

Initial U.S. L/C Commitment:                         $3,000,000

Initial CAPEX Dollar Loan Commitment:       $2,664,000


                              International Lenders

Initial International Lender:  Bank of America National Trust and Savings
 Association, London Branch

Initial Revolving Pound Loan Commitment:    (pound) 11,000,000

Initial International L/C Commitment:                (pound)11,000,000

Initial CAPEX Pound Loan Commitment:        (pound) 800,000

Initial Overdraft Pound Loan Commitment:    (pound) 4,000,000


                                     Rider 3

Notice Address for U.S. Agent:

c/o Mr. Calvin E. Blount, Jr.
Vice President
Bank of America, FSB
1230 Peachtree Street, Suite 3600
Atlanta, Georgia  30309

Notice Address for International Agent:

c/o Mr. Keith Thomas
Bank of America, London
1 Alie Street
1st Floor
London E1 8DE
England

Notice Address for All Obligors:

c/o Mr. Robert B. Fooshee
Executive Vice President and
 Chief Financial Officer
Law Engineering and Environmental
  Services, Inc.
3 Ravinia Drive, Suite 1830
Atlanta, Georgia  30346


                     List of Riders, Exhibits and Schedules


                                     Riders

Rider 1 Agent's Payment Office, FX Trading Office, Lenders, Lending Offices
Rider 2 Commitments, Commitment Percentages Rider 3 Notice Addresses (All
Parties)

                                    Exhibits

Exhibit A Form of Borrowing Base Certificate
Exhibit B Form of CAPEX Dollar Loan Note
Exhibit C Form of CAPEX Pound Loan Note
Exhibit D Form of Compliance Certificate
Exhibit E Form of Notice of Borrowing
Exhibit F Form of Notice of Conversion/Continuation
Exhibit G Form of Pledge Agreement
Exhibit H Form of Revolving Dollar Loan Note
Exhibit I Form of Revolving Pound Loan Note
Exhibit J Form of Security Agreement
Exhibit K Form of Debenture
Exhibit L Form of Certificate Regarding Subordination
Exhibit M Form of Loan Certificate
Exhibit N Form of Closing Certificate
Exhibit O Form of Joinder Agreement
Exhibit P Form of Assignment and Acceptance


                                    Schedules

Schedule 3.1 Certain Back-to-Back Letters of Credit
Schedule 6.5 Litigation
Schedule 6.7 ERISA Matters
Schedule 6.10 Taxes
Schedule 6.12 Environmental Matters
Schedule 6.16 Business (a) and Collateral Locations (b)
Schedule 6.17 Real Property
Schedule 6.18 Intellectual Property
Schedule 6.19 Subsidiaries
Schedule 6.20 Joint Ventures
Schedule 6.22 Swap Obligations
Schedule 6.23 Material Contracts; Labor Matters
Schedule 6.24 Insurance
Schedule 8.1 Permitted Liens
Schedule 8.4 Investments
Schedule 8.6 Indebtedness, Subordinated Debt
Schedule 8.9 Contingent Obligations

<PAGE>

                                    EXHIBIT A

                           BORROWING BASE CERTIFICATE


                           Date: ______________, _____



     This certificate is given by the undersigned,  a Responsible Officer of Law
Companies  Group,  Inc.,  a  Georgia   corporation   ("LCGI"),   as  "Borrowers'
Representative",  pursuant to Section 7.3 of that certain Credit Agreement dated
as of  January  15,  1998,  among  LCGI,  certain of its  Subsidiaries,  Bank of
America, FSB, individually as a Lender and as Agent, and certain other financial
institutions party thereto,  as such agreement may have been amended,  restated,
supplemented or otherwise  modified from time to time (the "Credit  Agreement").
Capitalized  terms used herein  without  definition  shall have the meanings set
forth in the Credit Agreement.

     The officer executing this certificate is a Responsible Officer of LCGI and
as such is duly authorized to execute and deliver this  certificate on behalf of
LCGI. By executing  this  certificate,  such officer  hereby  certifies to Agent
that:

     (a)  Attached hereto as Exhibit A is a computation of the Borrowing Base as
          of the above date and the calculations made with respect thereto;

     (b)  Based on such computation, the Borrowing Base as of the above date is:

                                            $________________________

          IN WITNESS WHEREOF,  the undersigned in the capacity  specified below,
     has duly  executed  this  Certificate  on behalf of LCGI (but shall have no
     personal liability for the accuracy of the contents thereof) as of the date
     first above written.


                                   By:_____________________________________
                                   Name:_____________________
                                   Title: _____________________

<PAGE>


                                   EXHIBIT B

                             CAPEX DOLLAR LOAN NOTE


Atlanta, Georgia

$--------------                                              ---------- --, ----



         FOR VALUE RECEIVED,  the undersigned  ("Borrower"),  promises to pay to
the order of BANK OF AMERICA,  FSB, a federal  savings bank organized  under the
laws of the United  States  ("BOAFSB";  BOAFSB,  together  with any other holder
hereof,  sometimes  referred to herein as the  "Holder"),  the  principal sum of
________________  DOLLARS  ($____________),  or  such  lesser  amount  as may be
outstanding  under  BOAFSB's  "CAPEX  Dollar Loan  Commitment"  (as that term is
defined in the "Credit Agreement",  hereinafter defined), in lawful money of the
United States of America,  payable in  installments  in such amounts and at such
times as are provided in the Credit  Agreement,  together  with  interest on the
unpaid  principal  balance hereof from the date hereof until the payment in full
of this Note at the applicable rate specified in the Credit  Agreement,  payable
at the times and in the manner provided in the Credit Agreement.

                  This Note is a "CAPEX  Dollar Loan Note"  issued to evidence a
"CAPEX Dollar Loan" made by BOAFSB to Borrower pursuant to the Credit Agreement,
dated  as of  January  15,  1998  (herein,  as it may be  amended,  modified  or
supplemented  called the "Credit  Agreement";  capitalized terms used herein and
not defined herein have the meanings assigned to them in the Credit  Agreement),
among  Law  Companies  Group,  Inc.,  a  Georgia  corporation,  certain  of  its
Subsidiaries,  BOAFSB,  individually as a Lender and as Agent, and certain other
financial  institutions  party thereto,  to which reference is hereby made for a
statement of the terms, conditions and covenants under which the loans evidenced
hereby were made and are to be repaid,  including,  but not  limited  to,  those
related to voluntary or mandatory  prepayment  of the  indebtedness  represented
hereby,  to the  interest  rate  payable  hereunder  and to the  maturity of the
indebtedness  represented  hereby upon the termination of the Credit  Agreement.
Payment of this Note is secured by the  Collateral and the Holder is entitled to
the benefit of all of the Collateral Documents.

                  THIS NOTE SHALL BE  GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF GEORGIA,  WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.

                  Borrower  hereby  waives  presentment,   demand  for  payment,
protest  and notice of  protest,  notice of  dishonor  and all other  notices in
connection with this Note.


<PAGE>



                                                        --



                                                        --
                                                         --

                  WITNESS  THE  DUE  EXECUTION  HEREOF  BY THE  RESPECTIVE  DULY
AUTHORIZED  OFFICERS OF THE UNDERSIGNED,  UNDER SEAL, AS OF THE DATE FIRST ABOVE
WRITTEN.

                                LAW ENGINEERING AND ENVIRONMENTAL SERVICES, INC.


                                  By:______________________________
                                  Name:___________________________
                                  Title:____________________________

                                  Attest:____________________________
                                  Name:_________________________
                                  Title:__________________________
                                                                        [SEAL]
<PAGE>


                                   EXHIBIT C

                              CAPEX POUND LOAN NOTE


London, England

(pound)--------------                                      ---------- --, ----



         FOR VALUE RECEIVED,  the undersigned  ("Borrower"),  promises to pay to
the order of BANK OF AMERICA  NATIONAL  TRUST AND  SAVINGS  ASSOCIATION,  LONDON
BRANCH ("BOAL"; BOAL, together with any other holder hereof,  sometimes referred
to  herein  as the  "Holder"),  the  principal  sum of  ________________  POUNDS
((pound)____________),  or  such  lesser  amount  as  may be  outstanding  under
BOAFSB's  "CAPEX Pound Loan  Commitment" (as that term is defined in the "Credit
Agreement", hereinafter defined), in lawful money of the United Kingdom, payable
in  installments in such amounts and at such times as are provided in the Credit
Agreement,  together with interest on the unpaid  principal  balance hereof from
the date hereof  until the payment in full of this Note at the  applicable  rate
specified  in the  Credit  Agreement,  payable  at the times  and in the  manner
provided in the Credit Agreement.

                  This Note is a "CAPEX  Pound Loan Note"  issued to  evidence a
"CAPEX Dollar Loan" made by BOAL to Borrower  pursuant to the Credit  Agreement,
dated  as of  January  15,  1998  (herein,  as it may be  amended,  modified  or
supplemented  called the "Credit  Agreement";  capitalized terms used herein and
not defined herein have the meanings assigned to them in the Credit  Agreement),
among  Law  Companies  Group,  Inc.,  a  Georgia  corporation,  certain  of  its
Subsidiaries,  BOAL,  individually  as a Lender and as Agent,  and certain other
financial  institutions  party thereto,  to which reference is hereby made for a
statement of the terms, conditions and covenants under which the loans evidenced
hereby were made and are to be repaid,  including,  but not  limited  to,  those
related to voluntary or mandatory  prepayment  of the  indebtedness  represented
hereby,  to the  interest  rate  payable  hereunder  and to the  maturity of the
indebtedness  represented  hereby upon the termination of the Credit  Agreement.
Payment of this Note is secured by the  Collateral and the Holder is entitled to
the benefit of all of the Collateral Documents, subject to the terms thereof and
of the Credit Agreement limiting such security.

                  THIS NOTE SHALL BE  GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF GEORGIA,  WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.



<PAGE>



                                                        -2-



                                                        --
                                                         --
                  Borrower  hereby  waives  presentment,   demand  for  payment,
protest  and notice of  protest,  notice of  dishonor  and all other  notices in
connection with this Note.

                  WITNESS  THE  DUE  EXECUTION  HEREOF  BY THE  RESPECTIVE  DULY
AUTHORIZED  OFFICERS OF THE UNDERSIGNED,  UNDER SEAL, AS OF THE DATE FIRST ABOVE
WRITTEN.

                                    GIBB LTD.


                                    By:______________________________
                                    Name:___________________________
                                    Title:____________________________

                                    Attest:____________________________
                                    Name:_________________________
                                    Title:__________________________

                                                                         [SEAL]
<PAGE>

                                   EXHIBIT D

                             COMPLIANCE CERTIFICATE

                             Date: __________, _____


                  This  certificate  is given by LAW  COMPANIES  GROUP,  INC., a
Georgia  corporation  ("LCGI"),  as  "Borrowers'  Representative",  pursuant  to
Section  7.2(a) of that certain  Credit  Agreement  dated as of January 15, 1998
among LCGI, certain of its Subsidiaries, Bank of America, FSB, individually as a
Lender and as Agent, and certain other financial  institutions party thereto, as
such  agreement  may have been  amended,  restated,  supplemented  or  otherwise
modified  from time to time (the  "Credit  Agreement").  Capitalized  terms used
herein  without  definition  shall  have the  meanings  set forth in the  Credit
Agreement.

                  The  officer  executing  this  certificate  is  a  Responsible
Officer of Obligor and as such is duly  authorized  to execute and deliver  this
certificate  on behalf of Obligor.  By executing this  certificate  such officer
hereby  certifies to Agent,  Lenders,  the Issuing Bank and the  Overdraft  Bank
that:

     (a) the financial  statements delivered with this certificate in accordance
with Section  7.1(b) of the Credit  Agreement  fairly  present,  in all material
respects,  in  accordance  with GAAP (subject to ordinary,  good faith  year-end
accounting  adjustments  in accordance  with GAAP),  the financial  position and
results  of  operations  of LCGI  and its  Subsidiaries  as of the  date of such
financial statements;

     (b) I have  reviewed the terms of the Credit  Agreement  and the other Loan
Documents and have made, or caused to be made under my supervision,  a review in
reasonable  detail  of the  transactions  and  conditions  of  Obligor  and  its
Subsidiaries during the accounting period covered by such financial statements;

     (c) such review has not  disclosed  the  existence  during or at the end of
such accounting  period, and I have no knowledge of the existence as of the date
hereof,  of any  condition  or event that  constitutes  a Default or an Event of
Default,  except as set forth in Schedule A hereto which  includes a description
of the nature and period of  existence  of such  Default or Event of Default and
what action Obligor has taken,  is undertaking and proposes to take with respect
thereto; and


<PAGE>



                                                        --

     (d) Obligor  and its  Subsidiaries  are in  compliance  with the  covenants
contained  in  Article  IX of  the  Credit  Agreement,  as  demonstrated  by the
calculations  set  forth in  Schedule  B  hereto,  except  as set  forth in such
Schedule B and described in Schedule A.


     IN WITNESS  WHEREOF,  Obligor has caused this Certificate to be executed by
its Responsible Officer this ____ day of ___________, _____.


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


                         By_____________________________
                           Name:____________________
                           Title:_____________________



<PAGE>


                      SCHEDULE A TO COMPLIANCE CERTIFICATE

                                Events of Default





<PAGE>


                      SCHEDULE B TO COMPLIANCE CERTIFICATE


                              COVENANT CALCULATIONS
<PAGE>


                                   EXHIBIT E

                              NOTICE OF BORROWING




TO:               __________________________, as Agent

DATE:    _______________ __, ____


     This Notice of Borrowing is delivered to you pursuant to Section 2.4 of the
Credit Agreement,  dated as of January 15, 1998, among the undersigned,  certain
of its  Subsidiaries,  Bank of  America,  FSB,  individually  as a Lender and as
Agent, and certain other financial institutions party thereto, as such agreement
may have been amended, restated, supplemented or otherwise modified from time to
time (the "Credit Agreement").  Unless otherwise defined, terms used herein have
the meanings provided in the Credit Agreement.

     The  undersigned,  as Borrowers'  Representative,  hereby requests that the
[U.S.]  [International]  Lenders make a Loan pursuant to the Credit Agreement to
the Borrower  specified in Schedule A attached  hereto of the Type, on the date,
and in  the  principal  amount  specified  on  Schedule  A  attached  hereto  by
disbursing such amount in accordance with our instructions  previously delivered
to the Agent.

     The  undersigned  hereby  acknowledges  that the delivery of this Notice of
Borrowing and the  acceptance by the Borrower  specified on Schedule A hereto of
the  proceeds of the Loan  requested  hereby,  constitute a  representation  and
warranty  that, on the Borrowing date of such Loan (a) the  representations  and
warranties set forth in Article VI of the Credit  Agreement are true and correct
as if made on the date of Borrowing of the Loan requested hereby,  except to the
extent such  representations  and warranties (i) relate  expressly to an earlier
date, (ii) were previously  fulfilled in accordance with the terms of the Credit
Agreement,  to the extent subsequently  inapplicable or (iii) were modified as a
result of the  activities  of the Borrowers or changes in  circumstances  in any
case as  permitted  under the Credit  Agreement  or as consented to or waived in
accordance with Section 12.1 of the Credit  Agreement and (b) no Default,  Event
of  Default  or  Borrowing  Base  Deficiency  exists or shall  result  from such
Borrowing.

<PAGE>

     The undersigned agrees that if, prior to the time of the making of the Loan
requested hereby,  any matter certified to herein by the undersigned will not be
true and correct at such time as if then made, the undersigned  will immediately
so notify the Agent.

                                              Sincerely yours,

                                              LAW COMPANIES GROUP, INC.


                                              By:_______________________________
                                              Name:____________________
                                              Title:_____________________


<PAGE>
                                   SCHEDULE A




1.   The amount of the Loan is: $_______________.


2.   The requested advance date for such Loan is:_________________, ______.


3.   The Loan is a ______  LIBOR  Daily Rate Loan  ______  LIBOR Rate Loan _____
     Base Rate Loan.


4.   If a LIBOR Loan,  the Interest  Period  selected for such Loan is __1, __2,
     __3, __6 month(s).


5.   Such Loan is a ______  Revolving  Dollar  Loan _____  Revolving  Pound Loan
     _____ CAPEX Dollar Loan _____ CAPEX Pound Loan.

6.   If such Loan is to be a Revolving  Pound Loan or a CAPEX  Pound  Loan,  the
     Loan  is to be  made  in  _____  Pounds  _____  the  following  Alternative
     Currency:  ____________________.  7. The Borrower of the requested  Loan is
     _______________.

<PAGE>

                                   EXHIBIT F

                       NOTICE OF CONVERSION/CONTINUATION



TO:               _____________________, as Agent

DATE:    _______________ __, ____


                  This Notice of  Conversion/Continuation  is  delivered  to you
pursuant to Section 2.5 of the Credit  Agreement,  dated as of January 15, 1998,
among the  undersigned,  certain  of its  Subsidiaries,  Bank of  America,  FSB,
individually as a Lender and as Agent, and certain other financial  institutions
party thereto, as such agreement may have been amended,  restated,  supplemented
or  otherwise  modified  from  time to time  (the  "Credit  Agreement").  Unless
otherwise  defined,  terms used herein have the meanings  provided in the Credit
Agreement.

                  The undersigned, as Borrowers' Representative, hereby requests
that on the Conversion/Continuation Date specified on Schedule A attached hereto
Loans of the Type and in the amount specified on Schedule A made to the Borrower
specified on Schedule A be converted or renewed as specified on Schedule A.

                  The undersigned hereby  acknowledges that the delivery of this
Notice of  Conversion/Continuation  constitutes  a  representation  and warranty
that, on the Conversion/Continuation  Date for the Loans described on Schedule A
(a) the  representations  and  warranties  set forth in Article VI of the Credit
Agreement are true and correct as if made on such Conversion/Continuation  Date,
except to the extent such representations and warranties (i) relate expressly to
an earlier date, (ii) were previously  fulfilled in accordance with the terms of
the Credit  Agreement,  to the extent  subsequently  inapplicable  or (iii) were
modified  as a  result  of  the  activities  of  the  Borrowers  or  changes  in
circumstances  in any  case  as  permitted  under  the  Credit  Agreement  or as
consented to or waived in accordance  with Section 12.1 of the Credit  Agreement
and (b) no Default,  Event of Default or  Borrowing  Base  Deficiency  exists or
shall result from the conversion or renewal requested hereby.


<PAGE>


                  The  undersigned  agrees  that  if,  prior  to the time of the
conversion or renewal  effected  hereby,  any matter  certified to herein by the
undersigned  will not be true and  correct  at such  time as if then  made,  the
undersigned will immediately so notify the Agent.

                                  Sincerely yours,

                                  LAW COMPANIES GROUP, INC.


                                  By:_______________________________
                                  Name:____________________
                                  Title:_____________________



<PAGE>


                                   SCHEDULE A




1.   The amount of the Loans requested to be converted or renewed is: $_______.

2.   The type of the Loan(s) to be converted  is:  _________________  [Base Rate
     Loan(s) or Eurodollar Rate Loan(s)].

3.   The       requested       conversion       or       renewal      is      as
     follows:______________________________
     -----------------------------------------------------------------------.

4.   If  conversion  to, or renewal  of, a  Eurodollar  Loan is  requested,  the
     Interest  Period  selected for such  Eurodollar  Loan is __1, __2, __3, __6
     month(s).

<PAGE>

                                   EXHIBIT G

                                PLEDGE AGREEMENT


                  THIS PLEDGE AGREEMENT (this "Pledge  Agreement"),  dated as of
January 15, 1998,  between the undersigned,  ______________,  a ________________
(herein called the "Pledgor"),  and BANK OF AMERICA, FSB, a federal savings bank
organized  under the laws of the United States  ("BOAFSB"),  as agent for itself
and each other "Obligee" (as defined in Credit Agreement defined below) (BOAFSB,
acting in such capacity, herein called "Collateral Agent").

                                                W I T N E S S E T H:

                  WHEREAS, Pledgor is the owner of those shares of capital stock
of  the  company  or  companies  (individually,  an  "  Owned  Subsidiary"  and,
collectively,  the "Owned  Subsidiaries")  specified  on Schedule  "A"  attached
hereto and by reference made party hereof,  in the amounts specified on Schedule
"A" (all such owned shares,  together with other shares delivered or required to
be delivered hereunder, hereinafter called the "Pledged Shares"); and

                  WHEREAS, pursuant to a Credit Agreement, dated as of even date
herewith,  by and among  Pledgor,  certain of its  subsidiaries  or  affiliates,
BOAFSB,  individually  as a Lender and as Agent,  and certain  other  "Obligees"
(herein, as the same may be amended, modified, supplemented or renewed from time
to time,  called the "Credit  Agreement"),  Lenders  agreed to make  "Loans" (as
defined  therein) to  "Borrowers"  (as defined  therein),  and the Issuing  Bank
agreed to issue  "Letters  of Credit" (as  defined  therein)  for the account of
Borrowers,  in each  case  subject  to the terms and  conditions  of the  Credit
Agreement; and

                  WHEREAS,  [pursuant  to  the  Credit  Agreement,  Pledgor  has
guaranteed the payment and performance by Borrowers of their  "Obligations"  (as
defined in the Credit  Agreement)]  [Pledgor,  as a "Borrower"  under the Credit
Agreement, will obtain financial accommodations thereunder]; and

                  [WHEREAS, Pledgor is the owner, directly or indirectly, of all
of the  issued and  outstanding  stock of  Borrowers,  and,  as such,  financial
accommodations  to Borrowers  will inure to the direct and  material  benefit of
Pledgor]; and

                  WHEREAS,  it is a  condition  precedent  to the making of such
financial  accommodations that Pledgor execute and deliver this Pledge Agreement
and therefore, Pledgor is willing to execute and deliver this Pledge Agreement;



<PAGE>



                                                        -3-

                  NOW, THEREFORE, in consideration of any loan, advance or other
financial  accommodation  heretofore or hereafter at any time made or granted by
Lenders,  the Overdraft  Bank and the Issuing Bank to Borrowers  pursuant to the
Credit Agreement, Pledgor agrees with Collateral Agent that:

                  SECTION 1. Pledge.  To secure the due and punctual  payment of
the Obligations (as hereinafter defined), Pledgor hereby pledges,  hypothecates,
assigns,  transfers,  sets over and  delivers  unto  Collateral  Agent,  for its
benefit  and the  ratable  benefit of all  Obligees,  and  hereby  grants to the
Collateral  Agent,  for its benefit and the ratable  benefit of all Obligees,  a
security interest in the following:

             (i)           the Pledged Shares and the certificates  representing
                           the  Pledged  Shares,   and  all  cash,   securities,
                           dividends, rights, and other property at any time and
                           from time to time  received,  receivable or otherwise
                           distributed  in respect of or in exchange  for any or
                           all of the  Pledged  Shares  (except as  provided  in
                           Section 5(a)(ii) of this Pledge Agreement);

             (ii)          all   additional   shares   of  stock  in  any  Owned
                           Subsidiary at any time and from time to time acquired
                           by  Pledgor  in  any  manner,  and  the  certificates
                           representing such additional  shares,  and also cash,
                           securities,  dividends, rights, and other property at
                           any time and from time to time  received,  receivable
                           or otherwise distributed in respect of or in exchange
                           for any or all of such shares; and

             (iii)all      other property hereafter  delivered to the Collateral
                           Agent in  substitution  for or in  addition to any of
                           the  foregoing,   all  certificates  and  instruments
                           representing  or  evidencing  such  property  and all
                           cash, securities,  interest,  dividends,  rights, and
                           other  property  at any time  and  from  time to time
                           received,  receivable  or  otherwise  distributed  in
                           respect of or in exchange for any or all thereof.

(all such Pledged Shares, additional shares,  certificates,  notes, instruments,
cash, securities,  interest,  dividends, rights, and other property being herein
collectively called the "Collateral");

                  TO HAVE AND TO HOLD the Collateral,  together with all rights,
titles,  interest,   privileges,  and  preferences  appertaining  or  incidental
thereto,  unto the  Collateral  Agent,  its  successors  and  assigns,  forever,
subject, however, to the terms, covenants, and conditions hereinafter set forth.

                  The  term  "Obligations,"  as  used  herein,  shall  mean  all
"Obligations"  of Pledgor and the Borrowers under the Credit  Agreement (as such
term is defined therein).


<PAGE>


         SECTION 2.  Warranties and Further Assurances.

         (a)      Pledgor  warrants to the Collateral  Agent that Pledgor is, or
                  at the time of any future  delivery,  pledge,  assignment,  or
                  transfer will be, the lawful owner of the Collateral,  free of
                  all  claims  and  liens  other  than  the  security   interest
                  hereunder (and any security  interest therein held by SunTrust
                  Bank,  Atlanta,  Barclays  Bank PLC  and/or  National  Bank of
                  Canada, all of which are to be released  concurrently with the
                  funding of the initial Loans under the Credit Agreement), with
                  full  right  to  deliver,  pledge,  assign  and  transfer  the
                  Collateral to the Collateral Agent as Collateral hereunder.

         (b)      Pledgor agrees to deliver to the Collateral Agent from time to
                  time upon  request of the  Collateral  Agent such stock powers
                  and similar  documents,  satisfactory in form and substance to
                  the  Collateral  Agent,  with respect to the Collateral as the
                  Collateral Agent may reasonably request. Pledgor agrees not to
                  sell,  assign,  exchange,  pledge  or  otherwise  transfer  or
                  encumber any of its right to any of the Collateral, unless and
                  except pursuant hereto.

         SECTION 3. Care of Collateral.  The Collateral Agent shall be deemed to
have  exercised  reasonable  care with respect to the interest of Pledgor in the
custody  and  preservation  of the  Collateral  if it takes such action for that
purpose as Pledgor shall reasonably  request in writing,  but the failure of the
Collateral Agent to comply with any such request shall not of itself be deemed a
failure to exercise  reasonable  care, and no failure of the Collateral Agent to
preserve or protect  any rights with  respect to the  Collateral  against  prior
parties,  or to do any act with respect to preservation of the Collateral not so
requested by Pledgor,  shall be deemed a failure to exercise  reasonable care in
the custody or preservation of the Collateral.

         SECTION 4.  Certain Rights Regarding Collateral and Obligations.

         (a)      The  Collateral  Agent may from time to time, if a Default (as
                  hereinafter  defined)  exists  hereunder,  without  notice  to
                  Pledgor, take all or any of the following actions:

                   (i)     transfer all or any part of the  Collateral  into the
                           name of the Collateral Agent or its nominee,  with or
                           without disclosing that such Collateral is subject to
                           the lien and security interest hereunder,



<PAGE>


                  (ii)     notify the parties obligated on any of the Collateral
                           to  make  payment  to  the  Collateral  Agent  of any
                           amounts due or to become due thereunder,

                 (iii)     enforce  collection of any of the  Collateral by suit
                           or otherwise, and surrender,  release or exchange all
                           or any part thereof or  compromise or extend or renew
                           for  any  period  (whether  or not  longer  than  the
                           original period) any obligations of any nature of any
                           party with respect thereto,

                  (iv)     take control of any proceeds of the Collateral, and

                   (v)     resort to the  Collateral  for  payment of any of the
                           Obligations  whether or not it shall have resorted to
                           any other property  securing the Obligations or shall
                           have  proceeded   against  any  party   primarily  or
                           secondarily liable on any of the Obligations.

         (b)      The  Collateral  Agent  may,  furthermore  from  time to time,
                  whether  before or after any of the  Obligations  shall become
                  due and payable, without notice to Pledgor, take all or any of
                  the following actions:

                    (i)  retain or obtain a security  interest in any  property,
                         in  addition  to the  Collateral,  to secure any of the
                         Obligations,  (ii)  retain or  obtain  the  primary  or
                         secondary   liability  of  any  party  or  parties,  in
                         addition  to  Pledgor   with  respect  to  any  of  the
                         Obligations,

                   (iii) extend or renew for any period  (whether  or not longer
                         than  the  original  period)  or  exchange  any  of the
                         Obligations  or release or compromise any obligation of
                         any nature of any party with respect thereto, and

                    (iv) surrender,  release or exchange  all or any part of any
                         property,  in addition to the Collateral,  securing any
                         of the  Obligations,  or  compromise or extend or renew
                         for any  period  any  obligations  of any nature of any
                         party with respect to any such property.

         SECTION 5.  Voting Right and Dividends.

          (a)  So  long  as no  Default  (as  hereinafter  defined)  shall  have
               occurred and be continuing:



<PAGE>


                    (i)  Pledgor shall have the right to vote the Pledged Shares
                         in a manner  consistent  with the  terms of the  Credit
                         Agreement and the other "Loan  Documents" (as that term
                         is defined in the Credit Agreement);

                    (ii) Pledgor shall be entitled to receive any and all cash
                         dividends on the Pledged Shares,  which it is otherwise
                         entitled  to  receive,  but any and  all  stock  and/or
                         liquidating   dividends,   distributions  in  property,
                         returns of capital or other distributions made on or in
                         respect of the Pledged Shares, whether resulting from a
                         subdivision,  combination  or  reclassification  of the
                         outstanding  capital  stock of any  issuer  thereof  or
                         received in exchange for the Pledged Shares or any part
                         thereof  or as a result of any  merger,  consolidation,
                         acquisition  or other  exchange  of assets to which any
                         issuer  may be a party  or  otherwise,  and any and all
                         cash and other  property  received in exchange  for any
                         Collateral  shall be and become part of the  Collateral
                         pledged  hereunder  and, if received by Pledgor,  shall
                         forthwith be delivered to the  Collateral  Agent or its
                         designated  nominee  (accompanied,  if appropriate,  by
                         proper  instruments  of  assignment  and/or stock power
                         executed by Pledgor in accordance  with the  Collateral
                         Agent's  instructions)  to be held subject to the terms
                         of this  Pledge  Agreement;  and  (iii) If the  Pledged
                         Shares  shall have been  registered  in the name of the
                         Collateral Agent or its subagent,  the Collateral Agent
                         shall  execute and deliver (or cause to be executed and
                         delivered)  to  Pledgor  all such  dividend  orders and
                         other  instruments  as  Pledgor  may  request  for  the
                         purpose of enabling Pledgor to receive the dividends or
                         other  payments  which it is  authorized to receive and
                         retain pursuant to subparagraph (ii) above.



<PAGE>


          (b)  Upon the occurrence and during the continuance of a Default:  (i)
               after written  notice from the Collateral  Agent to Pledgor,  all
               rights of Pledgor pursuant to Section 5(a)(i) to vote the Pledged
               Shares shall cease and Collateral Agent or its designated nominee
               shall have the sole and  exclusive  authority  to  exercise  such
               rights,  (ii) all rights of Pledgor  pursuant to Section 5(a)(ii)
               and 5(a)(iii) shall cease,  and (iii) the Collateral  Agent shall
               have the sole and  exclusive  right and  authority to receive and
               retain the dividends  which Pledgor would otherwise be authorized
               to receive and retain pursuant to Section  5(a)(ii)  hereof.  Any
               and all money and other  property paid over to or received by the
               Collateral Agent pursuant to the provisions of this paragraph (b)
               shall  be  retained  by  the   Collateral   Agent  as  additional
               Collateral  hereunder  and be  applied  in  accordance  with  the
               provisions hereof.

         SECTION 6.  Default.



<PAGE>


          (a)  The  occurrence  of any  of  the  following  shall  constitute  a
               "Default"   hereunder:   nonpayment,   when   due,   whether   by
               acceleration  or otherwise,  of any amount due and payable on any
               of the  Obligations;  an "Event of  Default"  (as  defined in the
               Credit Agreement); any representation of Pledgor contained herein
               or given pursuant hereto shall be untrue in any material respect;
               or Pledgor  shall  default in the  performance  of any  agreement
               contained  herein  which  is  not  cured  to  Collateral  Agent's
               satisfaction within twenty-one (21) days after the earlier of (i)
               the ------- date upon which a  "Responsible  Officer" (as defined
               in the Credit  Agreement) knew or reasonably should have known of
               such failure or (ii) the date upon which written  notice  thereof
               is given to Pledgor by Collateral Agent.  Upon such Default,  (i)
               the  Collateral  Agent may exercise  from time to time any rights
               and remedies available to it under the Uniform Commercial Code as
               in effect from time to time in Georgia or otherwise  available to
               it, and (ii) the Collateral  Agent may,  without demand or notice
               of any kind,  appropriate and apply toward the payment of such of
               the  Obligations,  and  in  such  order  or  application,  as the
               Collateral  Agent  may from  time to time  elect,  any  balances,
               credits,   deposits,   accounts   or  moneys  of   Pledgor   then
               constituting  part of, or proceeds from, the  Collateral.  If any
               notification of intended  disposition of any of the Collateral is
               required by law, such  notification,  if mailed,  shall be deemed
               reasonably  and  properly  given if mailed at least ten (10) days
               before such disposition, via certified or registered mail, return
               receipt  requested  with proper  postage  prepaid,  addressed  to
               Pledgor,  either at the address of Pledgor shown below, or at any
               other address of Pledgor as then  appearing on the records of the
               Collateral  Agent.  Any proceeds of any disposition of Collateral
               may be  applied  by  the  Collateral  Agent  to  the  payment  of
               reasonable expenses in connection with the Collateral,  including
               "Attorney  Costs" (as defined in the Credit  Agreement),  and any
               balance of such proceeds may be applied by the  Collateral  Agent
               toward the payment of such of the  Obligations  and in such order
               of application,  as provided in Section 7 hereof.  All rights and
               remedies  of the  Collateral  Agent  expressed  hereunder  are in
               addition  to all  other  rights  and  remedies  possessed  by it,
               including those under any other agreement or instrument  relating
               to any of the Obligations or security  therefor.  No delay on the
               part of the  Collateral  Agent in the  exercise  of any  right or
               remedy  shall  operate  as a waiver  thereof,  and no  single  or
               partial  exercise by the Collateral  Agent of any right or remedy
               shall preclude other or further  exercise thereof or the exercise
               of any other right or remedy.  No action of the Collateral  Agent
               permitted  here  under  shall  impair or affect the rights of the
               Collateral Agent in and to the Collateral.

          (b)  Pledgor agrees that in any sale of any of the Collateral whenever
               a Default  hereunder  shall have occurred and be continuing,  the
               Collateral  Agent  is  hereby   authorized  to  comply  with  any
               limitation or restriction in connection  with such sale as it may
               be  advised  by  counsel  is  necessary  in order  to  avoid  any
               violation  of  applicable  law  (including,  without  limitation,
               compliance  with such  procedures  as may  restrict the number of
               prospective bidders and purchasers, require that such prospective
               bidders and purchasers have certain qualifications,  and restrict
               such  prospective  bidders  and  purchasers  to persons  who will
               represent  and  agree  that  they are  purchasing  for  their own
               account for investment and not with a view to the distribution or
               resale of such  Collateral),  or in order to obtain any  required
               approval  of the  sale or of the  purchaser  by any  governmental
               regulatory authority or official, and Pledgor further agrees that
               such compliance shall not result in such sale being considered or
               deemed not to have been made in a commercially reasonable manner,
               nor  shall the  Collateral  Agent be  liable  or  accountable  to
               Pledgor for any  discount  allowed by the reason of the fact that
               such Collateral is sold in compliance with any such limitation or
               restriction.

     SECTION 7. Application of Proceeds of Sale or Cash Held as Collateral.  The
     proceeds of sale of Collateral  sold  pursuant to Section 6 hereof  and/or,
     after a Default, the cash held as Collateral hereunder, shall be applied by
     the Collateral Agent as follows:

     First:  to  payment  of the  reasonable  costs  and  expenses  of such sale
     actually incurred by Collateral Agent, including the out-of-pocket expenses
     of the  Collateral  Agent and  Attorney  Costs,  and to the  payment of all
     advances made by the Collateral Agent for the account of Pledgor  hereunder
     and the payment of all costs and expenses  incurred by the Collateral Agent
     in  connection  with the  administration  and  enforcement  of this  Pledge
     Agreement,  to the extent that such advances,  costs and expenses shall not
     have been reimbursed to the Collateral Agent;

     Second: to the payment of interest accrued and unpaid on any Obligations to
     and  including  the date of such  application  and then to the  payment  or
     prepayment of principal of any of the  Obligations  and then to the payment
     of the balance of the Obligations; and



<PAGE>


          Third: the balance, if any, of such proceeds shall be paid to Pledgor,
          its  successors and assigns,  or as a court of competent  jurisdiction
          otherwise may direct.

          SECTION 8. Authority of Collateral  Agent.  The Collateral Agent shall
          have and be  entitled to exercise  all such  powers  hereunder  as are
          specifically  delegated to the  Collateral  Agent by the terms hereof,
          together with such powers as are  incidental  thereto.  The Collateral
          Agent may execute any of its duties  hereunder by or through agents or
          employees  and  shall be  entitled  to  retain  counsel  and to act in
          reliance  upon the  advice  of such  counsel  concerning  all  matters
          pertaining to its duties hereunder.  Neither the Collateral Agent, nor
          any director,  officer or employee of the Collateral  Agent,  shall be
          liable  for any  action  taken  or  omitted  to be taken by it or them
          hereunder or in connection herewith, except for its or their own gross
          negligence or willful  misconduct.  Pledgor hereby agrees to reimburse
          the Collateral Agent, on demand, for all reasonable  expenses incurred
          by the  Collateral  Agent in connection  with the  administration  and
          enforcement  of this  Agreement  (including  expenses  incurred by any
          sub-agent  employed by the  Collateral  Agent) and agrees to indemnify
          and hold harmless the Collateral  Agent and/or any such sub-agent from
          and against any and all liability incurred by the Collateral Agent (or
          such  sub-agent)  hereunder  or in  connection  herewith,  unless such
          liability  shall be due to willful  misconduct or gross  negligence on
          the part of the Collateral Agent or such sub-agent.

          SECTION 9. Termination. This Pledge Agreement shall terminate when all
          the  Obligations  and all  obligations of Pledgor  hereunder have been
          fully paid and  satisfied,  at which time the  Collateral  Agent shall
          reassign and redeliver (or cause to be reassigned and  redelivered) to
          Pledgor,  or to such  person or persons as  Pledgor  shall  designate,
          against  receipt,  such of the  Collateral  (if any) as shall not have
          been sold or otherwise applied by the Collateral Agent pursuant to the
          terms hereof and shall still be held by it  hereunder,  together  with
          appropriate   instruments  of  reassignment  and  release.   Any  such
          reassignment  shall  be  without  recourse  upon  or  warranty  by the
          Collateral  Agent (other than a limited  warranty of title) and at the
          expense of Pledgor.

          SECTION 10.  Notices.  Except as otherwise  may be expressly  provided
          herein,  any notice  hereunder to Pledgor or Collateral Agent shall be
          given in the manner set forth in the Credit Agreement.



<PAGE>


          SECTION 11. Binding Agreement;  Assignment. This Pledge Agreement, and
          the terms,  covenants and conditions hereof, shall be binding upon and
          inure to the  benefit  of the  parties  hereto,  and their  respective
          successors and assigns,  except that Pledgor shall not be permitted to
          assign  this  Pledge  Agreement  or  any  interest  herein  or in  the
          Collateral,  or any part  thereof,  or otherwise  pledge,  encumber or
          grant any option with respect to the Collateral,  or any part thereof,
          or any cash or property  held by the  Collateral  Agent as  Collateral
          under this Pledge Agreement.

          SECTION  12.  Miscellaneous.  Neither  this Pledge  Agreement  nor any
          provision  hereof may be  amended,  modified,  waived,  discharged  or
          terminated  orally nor may any of the  Collateral  be  released or the
          pledge of the security interest created hereby extended,  except by an
          instrument  in writing  duly signed by or on behalf of the  Collateral
          Agent hereunder.  The section headings used herein are for convenience
          of reference only and shall not define or limit the provisions of this
          Pledge Agreement.

          SECTION 13. Governing Law; Interpretation. THIS PLEDGE AGREEMENT SHALL
          BE GOVERNED  BY, AND SHALL BE  CONSTRUED  AND  ENFORCED IN  ACCORDANCE
          WITH,  THE INTERNAL  LAWS OF THE STATE OF GEORGIA,  WITHOUT  REGARD TO
          CONFLICTS OF LAWS PRINCIPLES. Wherever possible each provision of this
          Pledge  Agreement  shall  be  interpreted  in  such  manner  as  to be
          effective and valid under  applicable law, but if any provision of the
          Pledge  Agreement  shall be  prohibited  by or invalid under such law,
          such provision shall be ineffective to the extent of such  prohibition
          or invalidity, without invalidating the remainder of such provision or
          the remaining provisions of this Pledge Agreement.


<PAGE>


          IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Pledge
          Agreement  to be  duly  executed,  under  seal,  by  their  respective
          officers thereunto duly authorized as of the date first above written.


                                  PLEDGOR:

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

                                  By: ___________________________
                                  Name:______________________
                                  Title:_______________________



                                  Attest: _________________________
                                  Name:_________________________
                                  Title:_______________________

                                                                        [SEAL]


<PAGE>



                                   "COLLATERAL AGENT"


                                    BANK OF AMERICA, FSB


                                    By: _____________________________
                                    Name:_______________________
                                    Title:________________________


<PAGE>




                                  SCHEDULE "A"


                           Schedule of Pledged Shares




Owned Shares      No. Shares        Stock Certificate No.



<PAGE>


                                   STOCK POWER


         FOR VALUE  RECEIVED,  the  undersigned  does  hereby  sell,  assign and
transfer  unto   __________________   shares  of  the   ____________   Stock  of
_______________________  (the  "Company"),  standing in its name on the books of
said  Company  represented  by  Certificate  No.  __  herewith  and does  hereby
irrevocably constitute and appoint ________________________ attorney to transfer
the said  stock on the books of the  within  named  Company  with full  power of
substitution in the premises.


Date:  January 15, 1998                 _____________________________________


                                         By:
                                         Name:_________________________
                                         Title:__________________________

In Presence of


--------------------------
Notary Public

My Commission Expires:

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

[NOTARIAL SEAL]

<PAGE>

                                   EXHIBIT H

                           REVOLVING DOLLAR LOAN NOTE



Atlanta, Georgia

$_____________                                               January 15 , 1998

                  FOR VALUE RECEIVED, the undersigned ("Borrower"),  promises to
pay to the  order  of  ____________________________________  ("Lender";  Lender,
together  with any other  holder  hereof,  sometimes  referred  to herein as the
"Holder"),    the    principal    sum   of    __________________________________
($___________),  or such  lesser  amount as may be  outstanding  under  Lender's
"Revolving  Dollar  Loan  Commitment"  (as that term is defined  in the  "Credit
Agreement," hereinafter defined) in lawful money of the United States of America
at such time or times as are provided in the Credit Agreement and, in any event,
on the  "Maturity  Date"  (as that term is  defined  in the  Credit  Agreement),
together  with  interest on the unpaid  principal  balance  hereof from the date
hereof until the payment in full of this Note at the  applicable  rate specified
in the Credit Agreement,  payable at the times and in the manner provided in the
Credit Agreement.

                  This Note is a "Revolving Dollar Loan Note" issued to evidence
the "Revolving Dollar Loans" (as such terms are defined in the Credit Agreement)
made available by Lender to Borrower pursuant to the Credit Agreement,  dated of
even date herewith  (herein,  as at any time amended,  modified or supplemented,
called the  "Credit  Agreement";  capitalized  terms used herein and not defined
herein have the meanings  assigned to them in the Credit  Agreement),  among Law
Companies  Group,  Inc.,  a Georgia  corporation,  certain of its  subsidiaries,
Lender,  [individually  as a Lender and as Agent],  and certain other  financial
institutions party thereto, to which reference is hereby made for a statement of
the terms,  conditions and covenants under which the loan evidenced  hereby were
made and are to be repaid,  including,  but not  limited  to,  those  related to
voluntary or mandatory prepayment of the indebtedness represented hereby, to the
interest  rate  payable  hereunder  and to  the  maturity  of  the  indebtedness
represented hereby upon the termination of the Credit Agreement. Payment of this
Note is secured by the  Collateral  and Holder is entitled to the benefit of all
of the Collateral Documents.

                  THIS NOTE SHALL BE  GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF GEORGIA,  WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.



<PAGE>



                                                        --



                                                         --
                                                        --

                  Borrower  hereby  waives  presentment,   demand  for  payment,
protest  and notice of  protest,  notice of  dishonor  and all other  notices in
connection with this Note.

                  WITNESS  THE  DUE  EXECUTION  HEREOF  BY THE  RESPECTIVE  DULY
AUTHORIZED  OFFICERS OF THE UNDERSIGNED,  UNDER SEAL, AS OF THE DATE FIRST ABOVE
WRITTEN.

                                 LAW ENGINEERING AND ENVIRONMENTAL
                                 SERVICES, INC.


                                 By:______________________________
                                      Robert B. Fooshee,
                                      Executive Vice President
                                      and Chief Financial Officer

                                 Attest:____________________________
                                       Darryl B. Segraves,
                                       Executive Vice President,
                                       General Counsel and Secretary
                                                                      [SEAL]
<PAGE>

                                   EXHIBIT I

                           REVOLVING POUND LOAN NOTE



London, England

(pound)_________________                                      January 15, 1998



                  FOR VALUE RECEIVED, the undersigned ("Borrower"),  promises to
pay  to  the  order  of  __________________________________  ("Lender";  Lender,
together  with any other  holder  hereof,  sometimes  referred  to herein as the
"Holder"),  the  principal  sum of  ____________________________________  POUNDS
STERLING  ((pound)  ____________)  or such lesser  amount as may be  outstanding
under Lender's "Revolving Pound Loan Commitment" (as that term is defined in the
"Credit Agreement,"  hereinafter  defined),in lawful money of the United Kingdom
at such time or times as are provided in the Credit Agreement and, in any event,
on the  "Maturity  Date"  (as that term is  defined  in the  Credit  Agreement),
together  with  interest on the unpaid  principal  balance  hereof from the date
hereof until the payment in full of this Note at the  applicable  rate specified
in the Credit Agreement,  payable at the times and in the manner provided in the
Credit Agreement.

                  This Note is a "Revolving  Pound Loan Note" issued to evidence
the "Revolving Pound Loans" (as such terms are defined in the Credit  Agreement)
made available by Lender to Borrower pursuant to the Credit Agreement,  dated of
even date herewith  (herein,  as at any time amended,  modified or supplemented,
called the  "Credit  Agreement";  capitalized  terms used herein and not defined
herein have the meanings  assigned to them in the Credit  Agreement),  among Law
Companies  Group,  Inc.,  a Georgia  corporation,  certain of its  Subsidiaries,
Lender[,  individually  as a Lender and as Agent],  and certain other  financial
institutions party thereto, to which reference is hereby made for a statement of
the terms,  conditions and covenants under which the loan evidenced  hereby were
made and are to be repaid,  including,  but not  limited  to,  those  related to
voluntary or mandatory prepayment of the indebtedness represented hereby, to the
interest  rate  payable  hereunder  and to  the  maturity  of  the  indebtedness
represented hereby upon the termination of the Credit Agreement. Payment of this
Note is secured by the  Collateral  and Holder is entitled to the benefit of all
of the  Collateral  Documents,  subject to the terms  thereof  and of the Credit
Agreement limiting such security.

                  THIS NOTE SHALL BE  GOVERNED  BY, AND SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF GEORGIA,  WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.


<PAGE>



                                                        --



                                                         --
                                                        --

                  Borrower  hereby  waives  presentment,   demand  for  payment,
protest  and notice of  protest,  notice of  dishonor  and all other  notices in
connection with this Note.

                  WITNESS  THE  DUE  EXECUTION  HEREOF  BY THE  RESPECTIVE  DULY
AUTHORIZED  OFFICERS OF THE UNDERSIGNED,  UNDER SEAL, AS OF THE DATE FIRST ABOVE
WRITTEN.

                                    GIBB LTD.


                                    By:______________________________
                                    Name:___________________________
                                    Title:____________________________

                                    Attest:____________________________
                                    Name:_________________________
                                    Title:__________________________

                                                                        [SEAL]
<PAGE>


                                   EXHIBIT J

                               SECURITY AGREEMENT



                  THIS SECURITY AGREEMENT, dated as of January 15, 1998, made by
_______________________,  a __________________________  (the "Obligor") in favor
of BANK OF AMERICA,  FSB, a federal savings bank organized under the laws of the
United  States  ("BOAFSB"),  as agent for itself,  and each other  "Obligee" (as
defined in the Credit Agreement defined below) (BOAFSB, acting in such capacity,
herein called "Collateral Agent");

                                                W I T N E S S E T H :

                  WHEREAS,  pursuant to the Credit  Agreement,  dated as of even
date herewith,  by and among Law Companies Group,  Inc., a Georgia  corporation,
certain of its subsidiaries,  BOAFSB, individually as a Lender and as Agent, and
certain of the other  "Obligees"  (herein,  as the same may from time to time be
amended,  modified or supplemented,  the "Credit Agreement"),  Lenders agreed to
make Loans to the  Borrowers  and the Issuing  Bank  agreed to issue  Letters of
Credit for the account of the Borrowers,  in each case, subject to the terms and
conditions set forth therein; and

                  WHEREAS,  an express condition precedent to Borrowers' receipt
of any such  financial  accommodations  is that Obligor  shall have executed and
delivered to Collateral Agent this Security Agreement;

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual covenants herein contained and for other good and valuable consideration,
the  receipt  of which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit  Agreement are used herein as therein  defined,  and the following  terms
shall have the following  meanings (such  meanings  being equally  applicable to
both the singular and plural forms of the terms defined):

                  "Account Debtor" shall mean any "account debtor," as such term
         is defined in Section 9-105(1)(a) of the UCC.



<PAGE>



                                                        -3-

                  "Accounts"  shall mean any "accounts," as such term is defined
         in Section 9-106 of the UCC, now owned or hereafter acquired by Obligor
         or in which Obligor now has or hereafter  acquires any rights,  and, in
         any event, shall include, without limitation,  all accounts receivable,
         book  debts  and  other  forms  of  obligations  (other  than  forms of
         obligations  evidenced by Chattel Paper,  Documents or Instruments) now
         owned or  hereafter  received or acquired by or  belonging  or owing to
         Obligor (including,  without limitation,  under any trade names, styles
         or divisions  thereof),  whether arising out of goods sold or leased or
         services rendered by Obligor or from any other transaction,  whether or
         not the same involves the sale or lease of goods or services by Obligor
         (including,  without  limitation,  any such obligation,  which might be
         characterized as an account or contract right under the UCC) and all of
         Obligor's  rights in, to and under all purchase  orders or receipts now
         owned or  hereafter  acquired by it for goods or  services,  and all of
         Obligor's  rights  to any  goods  represented  by any of the  foregoing
         (including,  without limitation,  unpaid seller's rights of rescission,
         replevin,  reclamation  and stoppage in transit and rights to returned,
         reclaimed or repossessed goods), and all moneys due or to become due to
         Obligor under all contracts for the sale of goods or the performance of
         services or both by Obligor  (whether or not yet earned by  performance
         on the part of Obligor or in  connection  with any other  transaction),
         now in existence or hereafter occurring, including, without limitation,
         the  right  to  receive  the  proceeds  of  said  purchase  orders  and
         contracts, and all collateral security and guarantees of any kind given
         by any Person with respect to any of the foregoing.

                  "Chattel  Paper" shall mean any "chattel  paper," as such term
         is defined in Section  9-105(1)(b)  of the UCC,  now owned or hereafter
         acquired by Obligor or in which  Obligor now has or hereafter  acquires
         any rights and wherever located.

                  "Collateral"  shall have the meaning  assigned to such term in
         Section 2 of this Security Agreement.

                  "Contracts" shall mean all contracts,  undertakings,  or other
         agreements (other than rights evidenced by Chattel Paper,  Documents or
         Instruments)  in or under which  Obligor may now or hereafter  have any
         right, title or interest,  including,  without limitation, with respect
         to an Account,  any  agreement  relating to the terms of payment or the
         terms of performance thereof.

                  "Documents"  shall  mean  any  "documents,"  as  such  term is
         defined  in  Section  9-105(1)(f)  of the UCC,  now owned or  hereafter
         acquired by Obligor or in which  Obligor now has or hereafter  acquires
         any rights and wherever located.

                  "Equipment"  shall  mean  any  "equipment,"  as  such  term is
         defined in Section 9-109(2) of the UCC, now owned or hereafter acquired
         by Obligor or in which Obligor now has or hereafter acquires any rights
         and  wherever  located,  and,  in any  event,  shall  include,  without
         limitation,  all machinery,  equipment,  molds, furnishings,  fixtures,
         motor vehicles and computers and other electronic  data-processing  and
         other office equipment now owned or hereafter acquired by Obligor or in
         which  Obligor now has or  hereafter  acquires  any rights and wherever
         located,  and any and all additions,  substitutions and replacements of
         any of the foregoing,  wherever located, together with all attachments,
         components,  parts,  equipment  and  accessories  installed  thereon or
         affixed thereto.



<PAGE>


                  "General Intangibles" shall mean any "general intangibles," as
         such  term is  defined  in  Section  9-106  of the  UCC,  now  owned or
         hereafter  acquired by Obligor or in which Obligor now has or hereafter
         acquires  any  rights,  and,  in  any  event,  shall  include,  without
         limitation,  all right,  title and  interest  which  Obligor may now or
         hereafter have in or under any Contract, causes of action,  franchises,
         tax refund  claims,  customer  lists,  Trademarks,  Patents,  rights in
         intellectual property,  Licenses, permits,  copyrights,  trade secrets,
         proprietary or  confidential  information,  inventions and  discoveries
         (whether  patented or  patentable  or not) and  technical  information,
         procedures,   designs,  knowledge,   know-how,  software,  data  bases,
         business records data, skill, expertise, experience, processes, models,
         drawings, materials and records, goodwill, all claims under Guarantees,
         security  interests or other  security held by or granted to Obligor to
         secure payment of the Accounts by an Account Debtor obligated  thereon,
         all rights of indemnification  and all other intangible property of any
         kind and nature.

                  "Instruments"  shall  mean any  "instrument,"  as such term is
         defined  in  Section  9-105(1)(i)  of the UCC,  now owned or  hereafter
         acquired by Obligor or in which  Obligor now has or hereafter  acquires
         any  rights  and  wherever   located,   other  than   instruments  that
         constitute,  or are a part  of a group  of  writings  that  constitute,
         Chattel Paper.

                  "Inventory"  shall  mean  any  "inventory,"  as  such  term is
         defined in Section 9-109(4) of the UCC, now owned or hereafter acquired
         by Obligor or in which Obligor now has or hereafter acquires any rights
         and  wherever  located,  and,  in any  event,  shall  include,  without
         limitation,  all  inventory,  merchandise,  goods  and  other  personal
         property,  now  owned or  hereafter  acquired  by  Obligor  or in which
         Obligor now has or hereafter  acquires any rights and wherever located,
         which  are  held  for  sale  or  lease  or are  furnished  or are to be
         furnished  under  a  contract  of  service  or  which   constitute  raw
         materials,  work in process or materials used or consumed or to be used
         or  consumed  in  Obligor's  business,  or the  processing,  packaging,
         delivery or shipping of the same, and all finished goods.

                  "License" shall mean any Patent License,  Trademark License or
         other license as to which  Collateral Agent has been granted a security
         interest hereunder.

                  "Patent  License" shall mean all of the following now owned or
         hereafter  acquired by Obligor or in which Obligor now has or hereafter
         acquires any rights: to the extent  assignable by Obligor,  any written
         agreement  granting any right to make,  use,  sell and/or  practice any
         invention or discovery that is the subject matter of a Patent.

                  "Patent" or "Patents"  shall mean one or all of the  following
         now or  hereafter  owned  by  Obligor  or in which  Obligor  now has or
         hereafter  acquires  any rights:  (i) all letters  patent of the United
         States or any other country and all  applications for letters patent of
         the  United   States  or  any  other   country,   (ii)  all   reissues,
         continuations,  continuations-in-part,   divisions,  reexaminations  or
         extensions of any of the foregoing,  and (iii) all inventions disclosed
         in and claimed in the Patents and any and all trade secrets and knowhow
         related thereto.



<PAGE>


                  "Proceeds"  shall mean  "proceeds," as such term is defined in
         Section 9-306(1) of the UCC and, in any event,  shall include,  without
         limitation,  (i) any  and all  proceeds  of any  insurance,  indemnity,
         warranty or guaranty  payable to Obligor from time to time with respect
         to any of the  Collateral,  (ii)  any and  all  payments  (in any  form
         whatsoever)  made or due and  payable to  Obligor  from time to time in
         connection with any requisition, confiscation, condemnation, seizure or
         forfeiture  of all or any part of the  Collateral  by any  governmental
         body, authority,  bureau or agency (or any person acting under color of
         governmental  authority),  (iii) any  claim of  Obligor  against  third
         parties (A) for past,  present or future  infringement of any Patent or
         Patent  License  or (B) for past,  present  or future  infringement  or
         dilution of any  Trademark  or  Trademark  License or for injury to the
         goodwill  associated  with any  Trademark,  Trademark  registration  or
         Trademark licensed under any Trademark License,  (iv) any and all other
         amounts from time to time paid or payable under or in  connection  with
         any of the Collateral, and (v) the following types of property acquired
         with cash  proceeds:  Accounts,  Chattel Paper,  Contracts,  Documents,
         General Intangibles, Equipment and Inventory.

                  "Secured Obligations" shall mean, collectively, (i) all of the
         unpaid principal  amount of, and accrued  interest on, the Notes,  (ii)
         all  prepayment,  commitment  and other fees owing by any Obligor  from
         time to time under the Credit  Agreement,  (iii) all other  Obligations
         and (iv) all obligations of Obligor to Collateral Agent.

                  "Security  Agreement" shall mean this Security  Agreement,  as
         the same may from time to time be amended, modified or supplemented and
         shall refer to this  Security  Agreement  as in effect of the date such
         reference becomes operative.

                  "Supplemental  Documentation"  shall have the meaning assigned
         to it in Section 5(a) of this Security Agreement.

                  "Trademark  License" shall mean all of the following now owned
         or  hereafter  acquired  by  Obligor  or in  which  Obligor  now has or
         hereafter acquires any rights: any written agreement granting any right
         to use any Trademark or Trademark registration.

                  "Trademark"  or  "Trademarks"  shall  mean  one  or all of the
         following  now  owned or  hereafter  acquired  by  Obligor  or in which
         Obligor now has or hereafter  acquires any rights:  (i) all trademarks,
         trade names,  corporate names,  business names,  trade styles,  service
         marks, logos, other source or business  identifiers,  prints and labels
         on which any of the  foregoing  have  appeared  or appear,  designs and
         general  intangibles of like nature,  now existing or hereafter adopted
         or  acquired,   all  registrations  and  recordings  thereof,  and  all
         applications in connection  therewith,  including,  without limitation,
         registrations,  recordings and applications in the United States Patent
         and Trademark Office or in any similar office or agency of any State of
         the United  States or any other  country or any  political  subdivision
         thereof, (ii) all extensions or renewals thereof and (iii) the goodwill
         symbolized by any of the foregoing.



<PAGE>


                  "UCC" shall mean the Uniform  Commercial Code as the same may,
         from time to time,  be in effect  in the  State of  Georgia;  provided,
         however,  in the event that, by reason of mandatory  provisions of law,
         any or all of the  attachment,  perfection  or priority  of  Collateral
         Agent's security  interest in any Collateral is governed by the Uniform
         Commercial Code as in effect in a jurisdiction  other than the State of
         Georgia,  the term "UCC" shall mean the Uniform  Commercial  Code as in
         effect in such other jurisdiction for purposes of the provisions hereof
         relating to such attachment, perfection or priority and for purposes of
         definitions related to such provisions.

         2. Grant of Security Interest.  (a) Collateral.  As collateral security
for the prompt and complete  payment and performance when due (whether at stated
maturity,  by acceleration  or otherwise) of all the Secured  Obligations and to
induce  Lenders,  the Overdraft  Bank, and Issuing Bank to enter into the Credit
Agreement and to make Loans and issue  Letters of Credit in accordance  with the
terms thereof,  Obligor hereby grants to Collateral  Agent,  for its benefit and
the ratable benefit of the Agent,  Lenders, the Issuing Bank, the Overdraft Bank
and all other Persons to whom Obligations are owed from time to time, a security
interest in all of  Obligor's  right,  title and  interest  in, to and under the
following (all of which being hereinafter collectively called the "Collateral"):

                  (i)      all Accounts of Obligor;

                  (ii)     all Chattel Paper of Obligor;

                  (iii)    all Contracts of Obligor;

                  (iv)     all Documents of Obligor;

                  (v)      all Equipment of Obligor;

                  (vi)     all General Intangibles of Obligor;

                  (vii)    all Instruments of Obligor;

                  (viii)   all Inventory of Obligor;

                  (ix) all other goods and personal property of Obligor, whether
         tangible or intangible, including without limitation, all bank accounts
         of  Obligor,  now owned or  hereafter  acquired  by Obligor or in which
         Obligor now has or hereafter  acquires any rights and wherever located;
         and

                  (x) to the extent not otherwise included, all Proceeds of each
         of the foregoing and all accessions to,  substitutions and replacements
         for, and rents,  profits and products of each of the  foregoing and all
         books and records relating to each of the foregoing.




<PAGE>


                  (b)  Property  in  Possession.   In  addition,  as  collateral
security for the prompt and complete payment when due of the Secured Obligations
and in order to induce  Lenders and the Issuing  Bank as  aforesaid,  Collateral
Agent is hereby granted a lien and security  interest in all property of Obligor
held by Collateral Agent, including,  without limitation,  all property of every
description,  now or hereafter in the  possession or custody of or in transit to
Collateral Agent for any purpose,  including safekeeping,  collection or pledge,
for the account of Obligor, or as to which Obligor may have any right or power.

         3.  Rights of  Collateral  Agent;  Limitations  on  Collateral  Agent's
Obligations; License.

                  (a) Obligor Remains Liable.  It is expressly agreed by Obligor
that,  anything  herein to the contrary  notwithstanding,  Obligor  shall remain
liable  under each of its  Contracts  and each of its  Licenses  to observe  and
perform all of the material  conditions and material  obligations to be observed
and  performed by it  thereunder  and Obligor  shall perform all of its material
duties and material obligations thereunder,  all in accordance with and pursuant
to the terms and provisions of each such Contract or License.  Collateral  Agent
shall not have any  obligation  or  liability  under any  Contract or License by
reason  of or  arising  out  of  this  Security  Agreement  or the  granting  to
Collateral  Agent of a security  interest  therein or the receipt by  Collateral
Agent of any payment relating to any Contract or License  pursuant  hereto,  nor
shall  Collateral  Agent be  required or  obligated  in any manner to perform or
fulfill any of the  obligations  of Obligor under or pursuant to any Contract or
License,  or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment  received by it or the sufficiency of any performance
by any party under any Contract or License,  or to present or file any claim, or
to take any action to collect or enforce any  performance  or the payment of any
amounts which may have been assigned to it or to which it may be entitled at any
time or times.

                  (b) Direct Collection.  Collateral Agent may at any time after
the  occurrence  of, and during the  continuance  of, any Event of Default  open
Obligor's  mail and collect any and all amounts due from  Account  Debtors,  and
notify Account Debtors of Obligor, parties to the Contracts of Obligor, obligors
of  Instruments  of Obligor and obligors in respect of Chattel  Paper of Obligor
that the Accounts and the right, title and interest of Obligor in and under such
Contracts,  such  Instruments  and such  Chattel  Paper  have been  assigned  to
Collateral Agent and that payments shall be made directly to Collateral Agent or
to a lockbox  designated  by  Collateral  Agent.  Upon the request of Collateral
Agent made at any time after the occurrence of, and during the  continuance  of,
an Event of Default,  Obligor  will so notify such Account  Debtors,  parties to
such  Contracts,  obligors of such  Instruments  and obligors in respect of such
Chattel  Paper.  Collateral  Agent also may at any time after the occurrence of,
and during the continuance  of, any Event of Default,  in its own name or in the
name  of  Obligor,  communicate  with  such  Account  Debtors,  parties  to such
Contracts,  obligors of such Instruments and obligors in respect of such Chattel
Paper to verify with such Persons to Collateral  Agent's sole  satisfaction  the
existence,  amount and terms of any such  Accounts,  Contracts,  Instruments  or
Chattel Paper.



<PAGE>


                  (c) Test  Verifications.  At any time after the occurrence of,
and during the continuance of, an Event of Default,  Collateral Agent shall have
the right to make test  verifications  of the Accounts in any reasonable  manner
and  through any  reasonable  medium that it  considers  advisable,  and Obligor
agrees to furnish all such  assistance and  information as Collateral  Agent may
require in connection therewith.

         4.  Representations  and  Warranties.  Obligor  hereby  represents  and
warrants that:

                  (a) Sole Owner.  Except for  Permitted  Liens,  Obligor is the
sole owner or lessee or  authorized  licensee of each item of the  Collateral in
which it  purports  to grant a  security  interest  hereunder,  having  good and
sufficient  title  thereto,  or  a  valid  interest  as  a  lessee  or  licensee
thereunder, free and clear of any and all Liens, and, in the case of Patents and
Trademarks, free and clear of licenses, registered user agreements and covenants
not to sue third persons.

                  (b) No Security  Agreement.  No effective security  agreement,
financing  statement,  equivalent  security or lien  instrument or  continuation
statement  covering all or any part of the Collateral is on file or of record in
any  public  office,  except  such as may have been filed by Obligor in favor of
Collateral Agent pursuant to this Security Agreement and except such as may have
been  filed  to  evidence  Permitted  Liens  (or to  evidence  Liens in favor of
SunTrust Bank, Atlanta, Barclays Bank PLC and/or National Bank of Canada, all of
which will be  terminated  concurrently  with the funding of the  initial  Loans
under the Credit Agreement).

                  (c)  Financing  Statements.  Upon the  filing  of  appropriate
financing  statements in the jurisdictions listed in Schedule I hereto and, upon
the filing of the  collateral  assignments of Patents and Trademarks to be filed
in the United  States Patent and Trademark  Office,  this Security  Agreement is
effective  to create a valid and  continuing  first  priority  lien on and first
priority perfected security interest in the Collateral (subject to the existence
of Permitted  Liens) with respect to which a security  interest may be perfected
by filing pursuant to the UCC or by the filing of an appropriate document in the
United States Patent and Trademark Office in favor of Collateral Agent, prior to
all  other  Liens,  and is  enforceable  as such  as  against  creditors  of and
purchasers  from  Obligor  (other than  purchasers  of Inventory in the ordinary
course of business) and as against any  purchaser of real property  where any of
the Equipment is located and any present or future creditor  obtaining a Lien on
such real property.  Upon such filing,  all action requested by Collateral Agent
as necessary or desirable to protect and perfect such security  interest in each
item of the Collateral will have been duly taken.

                  (d) Locations.  Obligor's  chief executive  office,  principal
place of business and the place where its records  concerning the Collateral are
kept and the  locations of its Inventory and Equipment are set forth on Schedule
II hereto,  and  Obligor  will not change  such  principal  place of business or
remove such records or  Inventory or Equipment  (except for removal of Inventory
for transfer  from one such  location to another or upon its sale) unless it has
taken such action (if any) as is  necessary  to cause the  security  interest of
Collateral  Agent in the  Collateral  to continue to be perfected  and has given
thirty (30) days' prior  written  notice  thereof to Collateral  Agent.  Any new
place of business of Obligor or Collateral  location  shall be within the United
States of America.



<PAGE>


                  (e)  Patents.  As of the  date  hereof,  (i) the  Patents  are
subsisting,  valid and  enforceable,  (ii) Obligor is aware of no prior art that
will  cause the  invention  in any  patent  application  owned by  Obligor to be
declared unpatentable or that will provide the basis for a claim of infringement
against  Obligor,  (iii) to the best of Obligor's  knowledge,  no claim has been
made that the practicing of any Patent by Obligor does or may violate the rights
of any third person,  and (iv) Obligor has used and will continue to use for the
duration of this Security  Agreement,  reasonably  necessary statutory notice if
required to maintain the Patents in connection with any of its products  covered
by any of the Patents.

                  (f)  Trademarks.  The Trademarks and, to the best of Obligor's
knowledge,  any trademarks in which Obligor has been granted rights  pursuant to
Trademark  Licenses  are  subsisting  and  have  not been  adjudged  invalid  or
unenforceable;  each of the Trademarks and, to the best of Obligor's  knowledge,
any  trademark in which  Obligor has been granted  rights  pursuant to Trademark
Licenses is valid and enforceable; no claim has been made that the use of any of
the  Trademarks  or any  trademark  in which  Obligor  has been  granted  rights
pursuant to the  Trademark  Licenses does or may violate the rights of any third
person;  upon registration of its Trademarks,  Obligor will use for the duration
of this Security  Agreement,  proper statutory notice in connection with its use
of the  Trademarks;  and  Obligor  will use for the  duration  of this  Security
Agreement,  consistent  standards of quality in its manufacture of products sold
under the Trademarks and any Trademarks in which Obligor has been granted rights
pursuant to the Trademark Licenses.

         5. Covenants.  Obligor  covenants and agrees with Collateral Agent that
from and  after  the date of this  Security  Agreement  and  until  the  Secured
Obligations  then due and payable are fully  satisfied and the Credit  Agreement
has been terminated:



<PAGE>


                  (a) Further Documentation;  Pledge of Instruments. At any time
and from time to time, upon the written request of Collateral  Agent, and at the
sole expense of Obligor,  Obligor will promptly and duly execute and deliver any
and all such further instruments, documents and agreements and take such further
action as  Collateral  Agent may  reasonably  deem  desirable to obtain the full
benefits of this Security Agreement and of the rights and powers herein granted,
including, without limitation, using its best efforts to secure all consents and
approvals necessary or appropriate for the assignment to Collateral Agent of any
License  or  Contract  held by Obligor  or in which  Obligor  has any rights not
heretofore  assigned,  the filing of any  financing or  continuation  statements
under the UCC with respect to the liens and security  interests  granted  hereby
and  transferring  Collateral to Collateral  Agent's  possession  (if a security
interest in such Collateral can be perfected only by possession). Obligor hereby
irrevocably  makes,  constitutes and appoints  Collateral Agent (and all Persons
designated  by Collateral  Agent for that purpose) as Obligor's  true and lawful
attorney,  effective  upon the  failure or refusal  of Obligor  upon  request to
execute and/or deliver to Collateral Agent any financing statement, continuation
statement,  instrument,  document,  or  agreement  which  Collateral  Agent  may
reasonably deem desirable to obtain the full benefits of this Security Agreement
and  of  the  rights  and  powers  granted  hereunder   (herein,   "Supplemental
Documentation"),   to  sign  the  Obligor's   name  on  any  such   Supplemental
Documentation and to deliver any such Supplemental  Documentation to such Person
as Collateral  Agent, in its sole discretion,  shall elect.  Obligor also hereby
authorizes  Collateral  Agent to file any  financing or  continuation  statement
without the  signature  of Obligor to the extent  permitted by  applicable  law.
Obligor agrees that a carbon,  photographic,  photostatic, or other reproduction
of this  Security  Agreement  or of a financing  statement  is  sufficient  as a
financing  statement and may be filed by Collateral  Agent in any filing office.
If any amount payable under or in connection with any of the Collateral shall be
or become  evidenced by any Instrument or Document,  such Instrument or Document
shall be immediately pledged to Collateral Agent hereunder, and, if requested by
Collateral Agent, shall be duly endorsed in a manner  satisfactory to Collateral
Agent and delivered to Collateral Agent.

                  (b) Indemnification. In any suit, proceeding or action brought
by Collateral Agent relating to any Account,  Chattel Paper,  Contract,  General
Intangible  or  Instrument  for any sum  owing  thereunder,  or to  enforce  any
provision  of any  Account,  Chattel  Paper,  Contract,  General  Intangible  or
Instrument, Obligor will save, indemnify and keep Collateral Agent harmless from
and against all expense,  loss or damage suffered by reason of any defense,  set
off,  counterclaim,  recoupment  or  reduction of  liability  whatsoever  of the
obligor  thereunder,  arising  out of a  breach  by  Obligor  of any  obligation
thereunder or arising out of any other  agreement,  indebtedness or liability at
any time owing to, or in favor of, such obligor or its successors  from Obligor,
and all such obligations of Obligor shall be and remain enforceable  against and
only against Obligor and shall not be enforceable against Collateral Agent.

                  (c)  Limitation  on  Liens  on  Collateral.  Obligor  will not
create,  permit or suffer to exist,  and will defend the Collateral  against and
take such other  action as is necessary  to remove,  any Lien on the  Collateral
except  Permitted  Liens,  and will  defend the  right,  title and  interest  of
Collateral  Agent in and to any of  Obligor's  rights  under the Chattel  Paper,
Contracts,  Documents,  General Intangibles and Instruments and to the Equipment
and Inventory and in and to the Proceeds  thereof against the claims and demands
of all Persons whomsoever.

                  (d)  Maintenance  of Insurance.  Obligor will  maintain,  with
financially  sound and reputable  companies,  casualty and  liability  insurance
policies  with respect to the  Collateral  which  conform in all respects to the
requirements of the Credit Agreement in respect thereof.

                  (e) Limitations on Disposition.  Obligor will not sell, lease,
transfer or otherwise  dispose of any of the Collateral,  or attempt or contract
to do so  except as may be  expressly  permitted  to  Obligor  under the  Credit
Agreement.

                  (f) Right of Inspection.  Collateral  Agent shall at all times
have the  rights  of  inspection  set  forth in the  Credit  Agreement.  Without
limitation of the foregoing, Collateral Agent and its representatives shall also
have the right,  with  reasonable  notice and at all reasonable  times, to enter
into and upon any  premises  where any of the  Equipment or Inventory is located
for  the  purpose  of  inspecting  the  same,  observing  its  use or  otherwise
protecting its interests therein.



<PAGE>


                  (g) Continuous  Perfection.  Obligor will not change its name,
identity or corporate  structure in any manner which might make any financing or
continuation  statement filed in connection herewith seriously misleading within
the  meaning  of  Section  9-402(7)  of the UCC (or any  other  then  applicable
provision of the UCC) unless Obligor shall have given  Collateral Agent at least
five (5) days' prior written  notice thereof and shall have taken all action (or
made  arrangements to take such action  substantially  simultaneously  with such
change  if it is  impossible  to take  such  action  in  advance)  necessary  or
reasonably  requested by Collateral  Agent to amend such financing  statement or
continuation statement so that it is not seriously misleading.

                  (h)  Consignment  of Inventory.  The Obligor shall not, at any
time  during  the  term of this  Security  Agreement,  place  any  Inventory  on
consignment with any Person.

         6.  Covenants  Regarding  Specific  Collateral.  Obligor  covenants and
agrees  with  Collateral  Agent  that from and  after the date of this  Security
Agreement and until the Secured Obligations then due and payable have been fully
satisfied and the Credit Agreement has been terminated:

                  (a)      Covenants Relating to Accounts, Etc.

                         (i) Obligor  will  perform and comply with all material
                    obligations in respect of Accounts, Chattel Paper, Contracts
                    and Licenses and all other  material  agreements to which it
                    is a party or by which it is bound, unless and except to the
                    extent that the same are being  properly  contested  in good
                    faith.

                         (ii) Obligor will not, without Collateral Agent's prior
                    written  consent,  after the  occurrence  of, and during the
                    continuance  of, any Default or Event of Default,  grant any
                    extension  of the time of  payment  of any of the  Accounts,
                    Chattel Paper or Instruments, compromise, compound or settle
                    the same for less  than the full  amount  thereof,  release,
                    wholly or partly, any Person liable for the payment thereof,
                    or allow any credit or  discount  whatsoever  thereon  other
                    than  trade  discounts  granted  in the  ordinary  course of
                    business of Obligor.



<PAGE>


                         (iii)  Collateral  Agent may rely, in  determining  the
                    collateral value to the Lenders of the Accounts from time to
                    time, on all statements or  representations  made by Obligor
                    on or  with  respect  to the  Accounts  in any  certificate,
                    schedule  or  report  and,  unless  otherwise  indicated  in
                    writing by Obligor,  that: (A) They are genuine,  are in all
                    respects  what they  purport to be, are not  evidenced  by a
                    judgment  and are only  evidenced  by one, if any,  executed
                    original  instrument,   agreement,  contract,  or  document,
                    which, if requested by Collateral  Agent, has been delivered
                    to Collateral  Agent;  (B) They represent  undisputed,  bona
                    fide transactions completed in accordance with the terms and
                    provisions  contained in any documents related thereto;  (C)
                    Except as set forth in Subsection (D) below,  the amounts of
                    the face value shown on any  certificate or report  provided
                    to  Collateral  Agent,  and/or any invoices  and  statements
                    delivered  to  Collateral  Agent with respect to any Account
                    are  actually  and  absolutely  owing to Obligor and are not
                    contingent  for  any  reason;  (D)  There  are  no  setoffs,
                    counterclaims or disputes  existing or asserted with respect
                    thereto  and  Obligor  has not made any  agreement  with any
                    Account  Debtor  thereunder  for  any  deduction  therefrom,
                    except for  discounts,  rebates or  allowances by Obligor in
                    the ordinary course of its business for prompt payments, all
                    of which  discounts,  rebates or allowances are reflected in
                    the calculation of the face value of each respective invoice
                    related  thereto  or  have  been  disclosed  by  Obligor  to
                    Collateral Agent in writing; (E) There are no facts, events,
                    or  occurrences  which in any way  impair  the  validity  or
                    enforceability   thereof  or  reduce   the  amount   payable
                    thereunder  from the amount of the invoice  face value shown
                    on any such  certificate  or  report  and on all  contracts,
                    invoices and statements  delivered to Collateral  Agent with
                    respect thereto; (F) To the best of Obligor's knowledge, all
                    Account Debtors  thereunder (x) had the capacity to contract
                    at the time any  contract or other  document  giving rise to
                    the Account was executed  and (y) are  solvent;  (G) Obligor
                    has no  knowledge  of any fact or  circumstance  which would
                    impair the validity or  collectibility  thereof;  (H) To the
                    best of Obligor's  knowledge,  there are no  proceedings  or
                    actions which are threatened or pending  against any Account
                    Debtor thereunder which might result in any material adverse
                    change in its financial condition;  (I) No security interest
                    therein has been granted by Obligor to any Person other than
                    that granted to Collateral  Agent pursuant  hereto;  and (J)
                    Each  invoice  or  other  evidence  of  payment   obligation
                    furnished to Account  Debtors  with  respect to  outstanding
                    Accounts  is issued in  Obligor's  company  name;  provided,
                    however,  that Obligor may use other trade styles  different
                    from  its  company  name  from  time to time  for  invoicing
                    purposes  so long as (i)  Obligor  shall  notify  Collateral
                    Agent in  writing  thereof  prior  to the use of such  trade
                    styles;  (ii)  the  Accounts  so  created  and the  payments
                    received with respect thereto shall be and remain  Obligor's
                    property;  (iii) no other  Person shall have any interest in
                    such  Accounts;  and (iv) the trade styles so used are names
                    either  owned by  Obligor  or for the use of  which  Obligor
                    shall have obtained prior approval.

                  (b)  Maintenance of Equipment.  Subject to Obligor's  right to
dispose of  Equipment  from time to time to the  extent  expressly  provided  to
Obligor in the Credit Agreement, Obligor will at all times maintain and preserve
the  Equipment in use or useful in the conduct of its business and keep the same
in good repair,  working order and condition  (taking into account ordinary wear
and tear) and from  time to time  make,  or cause to be made,  all  needful  and
proper repairs, renewals and replacements,  betterments and improvements thereto
consistent with industry  practice so that the business carried on in connection
therewith may be properly and advantageously conducted at all times.

                  (c)      Covenants Regarding Patent and Trademark Collateral.

                         (i) Obligor shall notify  Collateral Agent  immediately
                    if it knows or has  reason  to know  that any  Patent or any
                    registration  relating to any Trademark which is material to
                    the  conduct of  Obligor's  business  may become  abandoned,
                    cancelled or declared  invalid,  or if any  Trademark or the
                    invention  disclosed  in any of the Patents is  dedicated to
                    the  public  domain,  or of  any  adverse  determination  or
                    development  in any  proceeding  in the United States Patent
                    and Trademark  Office,  in analogous  offices or agencies in
                    other  countries  or  in  any  court   regarding   Obligor's
                    ownership  of any Patent or  Trademark  which is material to
                    the conduct of Obligor's business, its right to register the
                    same, or to keep and maintain the same.



<PAGE>

                         (ii)  If   Obligor,   either   itself  or  through  any
                    Collateral Agent,  employee,  licensee or designee,  applies
                    for a patent or files an application for the registration of
                    any  Trademark  with the United  States Patent and Trademark
                    Office  or any  analogous  office  or  agency  in any  other
                    country or any  political  subdivision  thereof or otherwise
                    obtains  rights in any  Patent or  Trademark,  Obligor  will
                    promptly  inform  Collateral  Agent,  and,  upon  request of
                    Collateral   Agent,   execute   and   deliver  any  and  all
                    agreements, instruments, documents, and papers as Collateral
                    Agent may request to evidence  Collateral  Agent's  security
                    interest  in  such  Patent  or  Trademark  and  the  General
                    Intangibles,  including,  without limitation, in the case of
                    Trademarks,  the  goodwill of Obligor,  relating  thereto or
                    represented thereby.

                         (iii)  Obligor  will  take  all  necessary  actions  to
                    prosecute  vigorously  each  application  and to  attempt to
                    obtain the broadest  Patent or  registration  of a Trademark
                    therefrom   and  to  maintain   each  Patent  and  Trademark
                    registration  which is material to the conduct of  Obligor's
                    business,  including,  without  limitation,  with respect to
                    Patents,  payments of required  maintenance  fees, and, with
                    respect to Trademarks,  filing of applications  for renewal,
                    affidavits of use and affidavits of incontestability. In the
                    event  that  Obligor  fails  to take  any of  such  actions,
                    Collateral   Agent  may  do  so  in  Obligor's  name  or  in
                    Collateral Agent's name and all reasonable expenses incurred
                    by Collateral Agent in connection therewith shall be paid by
                    Obligor in accordance with Section 9 hereof.

                         (iv)  Obligor  shall  use its best  efforts  to  detect
                    infringers of the Patents and Trademarks.  In the event that
                    any   of   the   Patents   or   Trademarks   is   infringed,
                    misappropriated  or diluted by a third party,  Obligor shall
                    notify Collateral Agent promptly after it learns thereof and
                    shall,  if such  Patents or  Trademarks  is  material to the
                    conduct of Obligor's  business,  promptly  take  appropriate
                    action to protect such Patents or  Trademarks.  In the event
                    that Obligor fails to take any such actions Collateral Agent
                    may do so in Obligor's  name or Collateral  Agent's name and
                    all  expenses  incurred by  Collateral  Agent in  connection
                    therewith  shall  be  paid by  Obligor  in  accordance  with
                    Section 9 hereof.

         7.  Reporting  and  Recordkeeping.  Obligor  covenants  and agrees with
Collateral  Agent that from and after the date of this  Security  Agreement  and
until the Secured Obligations have been fully satisfied and the Credit Agreement
has been terminated:



<PAGE>


                  (a)  Maintenance of Records  Generally.  Obligor will keep and
maintain at its own cost and expense  satisfactory  and complete  records of the
Collateral, including, without limitation, a record of all payments received and
all credits  granted with respect to the  Collateral and all other dealings with
the Collateral.  If requested, the Collateral Agent on the date hereof or at any
time  hereafter,  all Chattel  Paper will be marked with the  following  legend:
"This writing and the obligations evidenced or secured hereby are subject to the
security interest of Bank of America, FSB, as Collateral Agent". If requested by
Collateral  Agent,  the security  interest of Collateral Agent shall be noted on
the  certificate  of title  of each  vehicle.  For  Collateral  Agent's  further
security,  Obligor agrees that  Collateral  Agent shall have a special  property
interest in all of Obligor's books and records pertaining to the Collateral and,
upon the occurrence and during the continuation of any Event of Default, Obligor
shall deliver and turn over any such books and records to Collateral Agent or to
its  representatives  at any time on demand of  Collateral  Agent.  Prior to the
occurrence of a Default or an Event of Default and upon  reasonable  notice from
Collateral Agent, Obligor shall permit any representative of Collateral Agent to
inspect  such  books  and  records  and  will  provide  photocopies  thereof  to
Collateral Agent.

                  (b)      Special Provisions Regarding Maintenance of Records.

                         (i)  Obligor  shall  deliver to  Collateral  Agent such
                    reports and schedules with respect to the Accounts as may be
                    required by the Credit  Agreement or as Collateral Agent may
                    reasonably  request from time to time,  and upon the request
                    of  Collateral  Agent,  invoice  registers  and copies,  (or
                    originals  to  the  extent   necessary   or  advisable   for
                    Collateral Agent to collect on Accounts after the occurrence
                    of an Event of Default), of all invoices, shipping receipts,
                    orders and other  documents  relating to the creation of the
                    Accounts listed on such certificates, reports and schedules.
                    Obligor  shall keep  complete  and  accurate  records of its
                    Accounts.

                         (ii) Obligor shall maintain accurate,  itemized records
                    itemizing and describing the kind, type,  quantity and value
                    of its Equipment and shall furnish  Collateral  Agent with a
                    current schedule containing the foregoing  information on an
                    annual  basis  and more  often if  requested  by  Collateral
                    Agent.

                  (c) Further  Identification of Collateral.  Obligor will if so
requested  by  Collateral  Agent  furnish  to  Collateral  Agent,  as  often  as
Collateral  Agent  reasonably   requests,   statements  and  schedules   further
identifying  and  describing the Collateral and such other reports in connection
with  the  Collateral  as  Collateral  Agent  may  reasonably  request,  all  in
reasonable detail.

                  (d) Notices. Obligor will advise Collateral Agent promptly, in
reasonable detail, (i) of any material lien,  security interest,  encumbrance or
claim made or  asserted  against  any of the  Collateral,  (ii) of any  material
change in the composition of the Collateral,  and (iii) of the occurrence of any
other event which would have a Material Adverse Effect on the aggregate value of
the Collateral or on the security interests created hereunder.

         8. Collateral Agent's Appointment as  Attorney-in-Fact.  Obligor hereby
irrevocably  constitutes  and  appoints  Collateral  Agent  and any  officer  of
Collateral  Agent  thereof,  with full  power of  substitution,  as its true and
lawful  attorney-in-fact  with full irrevocable power and authority in the place
and stead of Obligor and in the name of Obligor or in its own name, from time to
time in Collateral Agent's discretion, for the purpose of carrying out the terms
of this  Security  Agreement,  to take  any and all  appropriate  action  and to
execute and deliver any and all documents and instruments which may be necessary
or desirable to accomplish the purposes of this Security  Agreement and, without
limiting the  generality of the  foregoing,  hereby gives  Collateral  Agent the
power and right, on behalf of Obligor, without notice to or assent by Obligor to
do the following:



<PAGE>


                         (i)  to  ask,   demand,   collect,   receive  and  give
                    acquittances  and receipts for any and all moneys due and to
                    become due under any Collateral  and, in the name of Obligor
                    or its own  name or  otherwise,  to take  possession  of and
                    endorse and collect any checks,  drafts, notes,  acceptances
                    or other Instruments for the payment of moneys due under any
                    Collateral and to file any claim or to take any other action
                    or  proceeding  in any court of law or  equity or  otherwise
                    deemed  appropriate  by Collateral  Agent for the purpose of
                    collecting  any and all such moneys due under any Collateral
                    whenever  payable and to file any claim or to take any other
                    action  or  proceeding  in any  court  of law or  equity  or
                    otherwise  deemed  appropriate  by Collateral  Agent for the
                    purpose of collecting  any and all such moneys due under any
                    Collateral whenever payable;

                         (ii)  to  pay  or  discharge  taxes,  liens,   security
                    interests or other Liens  levied or placed on or  threatened
                    against  the  Collateral,  to  effect  any  repairs  or  any
                    insurance called for by the terms of this Security Agreement
                    and to pay all or any part of the premiums  therefor and the
                    costs thereof; and

                         (iii) (A) to direct any party  liable  for any  payment
                    under any of the  Collateral  to make payment of any and all
                    moneys  due,  and to  become  due  thereunder,  directly  to
                    Collateral Agent or as Collateral Agent shall direct; (B) to
                    receive  payment  of and  receipt  for any  and all  moneys,
                    claims and other amounts due, and to become due at any time,
                    in respect of or arising out of any Collateral;  (C) to sign
                    and endorse any invoices, freight or express bills, bills of
                    lading,  storage  or  warehouse  receipts,   drafts  against
                    debtors,   assignments,   verifications   and   notices   in
                    connection with accounts and other Documents constituting or
                    relating to the  Collateral;  (D) to commence and  prosecute
                    any suits, actions or proceedings at law or in equity in any
                    court of competent jurisdiction to collect the Collateral or
                    any part  thereof  and to enforce any other right in respect
                    of any  Collateral;  (E)  to  defend  any  suit,  action  or
                    proceeding  brought  against  Obligor  with  respect  to any
                    Collateral;  (F) to settle,  compromise  or adjust any suit,
                    action or  proceeding  described  above and,  in  connection
                    therewith, to give such discharges or releases as Collateral
                    Agent may deem appropriate; (G) to license or, to the extent
                    permitted  by an  applicable  license,  sublicense,  whether
                    general,  special or otherwise,  and whether on an exclusive
                    or non-exclusive basis, any Patent or Trademark,  throughout
                    the world for such term or terms, on such conditions, and in
                    such  manner,   as  Collateral   Agent  shall  in  its  sole
                    discretion  determine;  and (H) generally to sell, transfer,
                    pledge, make any agreement with respect to or otherwise deal
                    with any of the Collateral as fully and completely as though
                    Collateral  Agent were the  absolute  owner  thereof for all
                    purposes,  and to  do,  at  Collateral  Agent's  option  and
                    Obligor's  expense,  at any time, or from time to time,  all
                    acts and things  which  Collateral  Agent  reasonably  deems
                    necessary   to  protect,   preserve  or  realize   upon  the
                    Collateral and Collateral Agent's Lien therein,  in order to
                    effect the intent of this Security  Agreement,  all as fully
                    and effectively as Obligor might do.



<PAGE>


                  (a) Collateral  Agent agrees that,  except upon the occurrence
and during the  continuation  of an Event of Default,  it will not  exercise the
power of attorney or any rights  granted to  Collateral  Agent  pursuant to this
Section 8 except for the rights  granted under clause (ii) above,  provided that
the  foregoing  shall not limit  Collateral  Agent's  rights  under the power of
attorney granted in Section 5(a) hereof.  Obligor hereby ratifies, to the extent
permitted by law, all that said attorneys  shall lawfully do or cause to be done
by virtue hereof.  The power of attorney granted pursuant to this Section 8 is a
power  coupled  with an  interest  and shall be  irrevocable  until the  Secured
Obligations are paid in full.

                  (b) The powers  conferred on  Collateral  Agent  hereunder are
solely to protect  Collateral  Agent's interests in the Collateral and shall not
impose any duty upon it to exercise any such powers.  Collateral  Agent shall be
accountable  only for  amounts  that it  actually  receives  as a result  of the
exercise  of such  powers  and  neither it nor any of its  officers,  directors,
employees  or agents shall be  responsible  to Obligor for any act or failure to
act, except for its own gross negligence or willful misconduct.

                  (c) Obligor also authorizes  Collateral Agent, at any time and
from time to time upon the occurrence and during the  continuation  of any Event
of Default,  (i) to  communicate  in its own name with any party to any Contract
with regard to the assignment of the right, title and interest of Obligor in and
under the Contracts  hereunder and other  matters  relating  thereto and (ii) to
execute,  in  connection  with the sale  provided for in Section 10 hereof,  any
endorsements,  assignments  or other  instruments of conveyance or transfer with
respect to the Collateral.

         9. Performance by Collateral Agent of Obligor's Obligations. If Obligor
fails to  perform  or comply  with any of its  agreements  contained  herein and
Collateral Agent, as provided for by the terms of this Security Agreement, shall
(after giving any notices thereof to Obligor which are required under the Credit
Agreement)   itself  perform  or  comply,  or  otherwise  cause  performance  or
compliance,  with such agreement,  the reasonable  expenses of Collateral  Agent
incurred in  connection  with such  performance  or  compliance,  together  with
interest  thereon at the rate then in effect in respect of the  Revolving  Loan,
shall be payable by Obligor to Collateral  Agent on demand and shall  constitute
Secured Obligations secured hereby.



<PAGE>


          10a Remedies and Rights Upon Default.

               (a) If an  Event  of  Default  shall  occur  and  be  continuing,
          Collateral  Agent may  exercise in  addition  to all other  rights and
          remedies  granted to it in this  Security  Agreement  and in any other
          instrument  or  agreement  securing,  evidencing  or  relating  to the
          Secured Obligations,  all rights and remedies of a secured party under
          the UCC.  Without  limiting the generality of the  foregoing,  Obligor
          expressly  agrees  that in any such event  Collateral  Agent,  without
          demand of performance or other demand,  advertisement or notice of any
          kind (except the notice specified below of time and place of public or
          private  sale) to or upon Obligor or any other person (all and each of
          which  demands,  advertisements  and/or  notices are hereby  expressly
          waived to the maximum extent permitted by the UCC and other applicable
          law), may forthwith collect, receive, appropriate and realize upon the
          Collateral,  or any part thereof,  and/or may forthwith  sell,  lease,
          assign,  give an option or options to  purchase,  or sell or otherwise
          dispose of and deliver said  Collateral (or contract to do so), or any
          part  thereof,  in one or more  parcels at public or  private  sale or
          sales,  at any  exchange  or  broker's  board or at any of  Collateral
          Agent's  offices or elsewhere at such prices as it may deem best,  for
          cash or on credit or for future  delivery  without  assumption  of any
          credit  risk.  Collateral  Agent  shall  have the right  upon any such
          public sale or sales,  and, to the extent  permitted by law,  upon any
          such private sale or sales,  to purchase the whole or any part of said
          Collateral so sold,  free of any right or equity of redemption,  which
          equity of redemption Obligor hereby releases.  Obligor further agrees,
          at Collateral Agent's request,  to assemble the Collateral and make it
          available to Collateral  Agent at places which  Collateral Agent shall
          reasonably  select,   whether  at  Obligor's  premises  or  elsewhere.
          Collateral  Agent shall apply the net proceeds of any such collection,
          recovery, receipt, appropriation,  realization or sale, as provided in
          Section  10(d) hereof,  Obligor  remaining  liable for any  deficiency
          remaining unpaid after such application, and only after so paying over
          such net  proceeds  and after the payment by  Collateral  Agent of any
          other  amount  required by any  provision  of law,  including  Section
          9-504(1)(c) of the UCC, need Collateral Agent account for the surplus,
          if any, to Obligor. To the maximum extent permitted by applicable law,
          Obligor waives all claims,  damages,  and demands  against  Collateral
          Agent  arising  out of the  repossession,  retention  or  sale  of the
          Collateral  except such as arise out of the gross negligence or wilful
          misconduct of Collateral  Agent.  Obligor agrees that Collateral Agent
          need not give  more than ten (10)  days'  notice  (which  notification
          shall be deemed given when mailed or delivered on an overnight  basis,
          postage  prepaid,  addressed to Obligor at its address  referred to in
          Section 14 hereof) of the time and place of any public  sale or of the
          time after which a private sale may take place and that such notice is
          reasonable  notification of such matters.  Obligor shall remain liable
          for any  deficiency if the proceeds of any sale or  disposition of the
          Collateral  are  insufficient  to pay all amounts to which  Collateral
          Agent is entitled,  Obligor also being liable for the reasonable  fees
          actually incurred of any attorneys to collect such deficiency.

               (b) Obligor also agrees to pay all reasonable costs of Collateral
          Agent,  including,  without  limitation,  reasonable  attorneys' fees,
          incurred in connection  with the  enforcement of any of its rights and
          remedies hereunder.

               (c) Obligor  hereby waives  presentment,  demand,  protest or any
          notice (to the maximum extent permitted by applicable law) of any kind
          in connection with this Security  Agreement or any Collateral,  except
          for any  notices  which are  expressly  required to be given under the
          Credit Agreement or hereunder.

               (d) The Proceeds of any sale,  disposition  or other  realization
          upon  all or any  part  of the  Collateral  shall  be  distributed  by
          Collateral  Agent in the  manner  prescribed  therefor  in the  Credit
          Agreement.

         11a Grant of License to Use Patent and  Trademark  Collateral.

               For the purpose of enabling  Collateral  Agent to exercise rights
          and remedies under Section 10 hereof at such time as Collateral Agent,
          without  regard to this  Section  11,  shall be  lawfully  entitled to
          exercise such rights and remedies, Obligor hereby grants to Collateral
          Agent  an  irrevocable,  non-exclusive  license  (exercisable  without
          payment of royalty or other  compensation to Obligor) to use,  license
          or sublicense any Patent or Trademark, now owned or hereafter acquired
          by  Obligor,  and  wherever  the same may be located,  and  including,
          without limitation,  in such license reasonable access to all media in
          which any of the  licensed  items may be recorded or stored and to all
          computer and  automatic  machinery  software and programs used for the
          compilation or printout thereof.



<PAGE>


         12a  Limitation  on Collateral  Agent's Duty in Respect of  Collateral.
Collateral

               Agent  shall  not  have  any  duty  as to any  Collateral  in its
          possession or control or in the  possession or control of any agent or
          nominee  of it or any  income  thereon  or as to the  preservation  of
          rights against prior parties or any other rights  pertaining  thereto,
          except that Collateral Agent shall use reasonable care with respect to
          the Collateral in its possession or under its control. Upon request of
          Obligor,  Collateral Agent shall account for any moneys received by it
          in respect of any foreclosure on or disposition of the Collateral.

         13a Term of Agreement;  Reinstatement.  

               This Agreement and the security interests granted hereunder shall
          remain in full force and effect  until the  Secured  Obligations  have
          been  paid in full  and the  Credit  Agreement  has  been  terminated.
          Further  this  Agreement  shall  remain in full  force and  effect and
          continue to be  effective  should any  petition be filed by or against
          Obligor for  liquidation  or  reorganization,  should  Obligor  become
          insolvent or make an assignment for the benefit of creditors or should
          a receiver or trustee be appointed for all or any significant  part of
          Obligor's assets, and shall continue to be effective or be reinstated,
          as the case may be,  if at any time  payment  and  performance  of the
          Secured  Obligations,  or any part thereof, is, pursuant to applicable
          law,  rescinded or reduced in amount, or must otherwise be restored or
          returned  by any  obligee  of the  Secured  Obligations,  whether as a
          "voidable preference",  "fraudulent conveyance",  or otherwise, all as
          though such  payment or  performance  had not been made.  In the event
          that any payment, or any part thereof, is rescinded, reduced, restored
          or returned,  the Secured  Obligations  shall be reinstated and deemed
          reduced  only by such  amount  paid  and  not so  rescinded,  reduced,
          restored or returned.

         14a  Notices.

               Except as  otherwise  provided  herein,  whenever  it is provided
          herein  that  any  notice,   demand,   request,   consent,   approval,
          declaration or other  communication shall or may be given to or served
          upon any of the parties by any other  party,  or  whenever  any of the
          parties  desires  to give or serve  upon any  other  party  any  other
          communication  with  respect  to this  Security  Agreement,  each such
          notice,  demand,  request,  consent,  approval,  declaration  or other
          communication shall be in writing and shall be delivered in the manner
          and  to the  addresses  set  forth  in  Section  12.2  of  the  Credit
          Agreement.

         15a  Severability. 

               Any provision of this Security  Agreement  which is prohibited or
          unenforceable in any jurisdiction  shall, as to such jurisdiction,  be
          ineffective  to the  extent of such  prohibition  or  unenforceability
          without  invalidating the remaining  provisions  hereof,  and any such
          prohibition  or   unenforceability   in  any  jurisdiction  shall  not
          invalidate  or  render  unenforceable  such  provision  in  any  other
          jurisdiction.



<PAGE>


         16a No Waiver;  Cumulative Remedies.

               Collateral  Agent  shall  not  by any  act,  delay,  omission  or
          otherwise  be  deemed to have  waived  any of its  rights or  remedies
          hereunder,  and no waiver shall be valid unless in writing,  signed by
          Collateral  Agent,  and then only to the extent  therein set forth.  A
          waiver by Collateral Agent of any right or remedy hereunder on any one
          occasion  shall not be construed as a bar to any right or remedy which
          Collateral Agent would otherwise have had on any future  occasion.  No
          failure  to  exercise  nor any  delay  in  exercising  on the  part of
          Collateral  Agent,  any right,  power or  privilege  hereunder,  shall
          operate as a waiver thereof,  nor shall any single or partial exercise
          of any  right,  power or  privilege  hereunder  preclude  any other or
          future exercise  thereof or the exercise of any other right,  power or
          privilege.  The rights and remedies  hereunder provided are cumulative
          and may be exercised singly or concurrently,  and are not exclusive of
          any  rights  and  remedies  provided  by  law.  None of the  terms  or
          provisions of this Security Agreement may be waived, altered, modified
          or amended  except by an  instrument  in  writing,  duly  executed  by
          Collateral Agent and, where applicable, by Obligor.

         17a Successor and Assigns; Governing Law.

               (a)  This  Security  Agreement  and all  obligations  of  Obligor
          hereunder shall be binding upon the successors and assigns of Obligor,
          and shall,  together with the rights and remedies of Collateral  Agent
          hereunder,  inure to the  benefit  of  Collateral  Agent,  all  future
          holders of the Notes and their respective  successors and assigns.  No
          sales of participations,  other sales, assignments, transfers or other
          dispositions of any agreement  governing or instrument  evidencing the
          Obligations  or any portion  thereof or interest  therein shall in any
          manner  affect  the  security  interest  granted to  Collateral  Agent
          hereunder.

               (b)  THIS  SECURITY  AGREEMENT  SHALL  BE  GOVERNED  BY,  AND  BE
          CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
          GEORGIA,  WITHOUT REGARD TO THE PROVISIONS THEREOF REGARDING CONFLICTS
          OF LAWS.

         18a  Use  and   Protection   of  Patent   and   Trademark   Collateral.


               Notwithstanding anything to the contrary contained herein, unless
          an Event of Default has occurred and is continuing,  Collateral  Agent
          shall from time to time execute and deliver,  upon the written request
          of Obligor, any and all instruments,  certificates or other documents,
          in the form so requested,  necessary or appropriate in the judgment of
          Obligor to permit Obligor to continue to exploit,  license, use, enjoy
          and protect the Patents and Trademarks.

         19a  Further  Indemnification.

               Obligor  agrees to pay,  and to save  Collateral  Agent  harmless
          from, any and all  liabilities  with respect to, or resulting from any
          delay in paying,  any and all  excise,  sales or other  similar  taxes
          which may be payable or  determined  to be payable with respect to any
          of the  Collateral  or in  connection  with  any  of the  transactions
          contemplated by this Security Agreement.



<PAGE>


                  IN WITNESS WHEREOF, Obligor has caused this Security Agreement
to be executed and delivered by its duly authorized officers, under seal, on the
date first set forth above.

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


                                 By:______________________________________
                                 Name:________________________________
                                 Title:_________________________________


                                 Attest:___________________________________
                                 Name:______________________________
                                 Title:_______________________________


                                                             [SEAL]


                                  Accepted and Acknowledged by:

                                  BANK OF AMERICA, FSB,
                                  Collateral Agent


                                   By:_____________________________________
                                   Name:________________________________
                                   Title:_________________________________



<PAGE>


                                   SCHEDULE I

                                     FILINGS





<PAGE>


                                   SCHEDULE II


                   LOCATION OF RECORDS AND CERTAIN COLLATERAL

<PAGE>


                                   EXHIBIT K

                             DATED January 15, 1998




                              GIBB LTD., a company
                 organized under the laws of the United Kingdom


                                     - and -


                       BANK OF AMERICA NATIONAL TRUST AND
               SAVINGS ASSOCIATION, a national banking association
                 organized under the laws of the United States,
              acting through its London Branch, as Collateral Agent








                                    DEBENTURE





<PAGE>



                                                       - 2 -

Date:                      January 15, 1998

Parties:


1.   "The Chargee":  Bank of America National Trust and Savings  Association,  a
     national  banking  association,  organized  under  the  laws of the  United
     States, acting through its London Branch (registered no. ____________),  as
     Collateral  Agent for itself,  the other  Lenders,  the Issuing  Bank,  the
     Overdraft Bank and all other Obligees under the Credit  Agreement  (defined
     below),         whose         registered         office        is        at
     ---------------------------------------------------------------------------

2.   "The Company":  Gibb Ltd., a company organized under the laws of the United
     Kingdom  (registered  no.  ____________),  whose  registered  office  is at
     --------------------------------------------------------------------------.





IT IS HEREBY AGREED as follows:

3.       INTERPRETATION

3.1      In this Debenture and the Schedule hereto:

         "Acts" means the Law of Property Act 1925 and the  Insolvency  Act 1986
         (or any statutory  modification  or  re-enactment of those acts for the
         time being in force).

         "Assets"  means the  property,  undertaking  and assets of the  Company
         expressed to be charged to the Chargee now or hereafter under Clause 2.

         "Beneficiaries"  means BOA,  as a Lender and as Agent  under the Credit
         Agreement, BOAFSB, as a Lender and as Agent under the Credit Agreement,
         the other  Lenders,  the Issuing Bank, the Overdraft Bank and all other
         Obligees to whom Indebtedness is owed from time to time.

         "Chargee" shall include,  unless the context  otherwise  requires,  the
         Chargee and the Chargee's  successors  and assigns and all its branches
         from time to time, whether in England or otherwise;



<PAGE>


         "Credit  Agreement" means the Credit Agreement,  dated as of even dated
         herewith, among LCGI, the Company, as a borrower,  certain other direct
         and indirect  subsidiaries  of LCGI, as borrowers or  guarantors,  BOA,
         acting  individually and through its London Branch, as Issuing Bank and
         the Overdraft Bank, Agent and a Lender,  BOAFSB, as Agent and a Lender,
         and all other  Lenders,  as such  agreement  may be amended or modified
         from time to time.

         "Enforcement  Event" means any of the following  events:  (a) demand by
         the Chargee hereunder for the payment or discharge of the Indebtedness,
         when  due;  (b)  the  occurrence  of  an  Event  of  Default;  (c)  the
         presentation of a petition for the making of an administration order in
         relation  to the  Company;  or (d)  the  making  of an  order  for  the
         compulsory  winding-up  of the Company or on the convening of a meeting
         for the passing of a resolution  for the  voluntary  winding-up  of the
         Company.

         "Indebtedness" means all of the Company's  obligations (as and when the
         same become due) to pay principal, interest and other amounts under the
         Credit  Agreement,  the Revolving Loan Notes,  the CAPEX Loan Notes and
         the other Loan Documents,  all obligations of the Company in respect of
         Letters of Credit  issued by the  Issuing  Bank from time to time,  all
         other "Obligations" (as defined in the Credit Agreement) of the Company
         owing at any time or from  time to time to any  Obligee  and any  other
         reasonable  costs,  charges  and legal  expenses  (on a full  indemnity
         basis)  charged or incurred by the Chargee and including  those arising
         from the Chargee  perfecting or enforcing or attempting to enforce this
         Debenture or any other security (and its rights thereunder) held by the
         Chargee from time to time.

         "Receiver" has the meaning given to it in Clause 4.1.

          "Subsidiary"  has the meaning  ascribed  thereto in section 739 of the
          Companies Act 1985.

3.2      Clause headings are for ease or reference only.

3.3      The Interpretation Act 1978 shall apply to this Debenture as if it
          were an enactment.

3.4      All capitalized terms used herein, e.g., "Obligees",  but not expressly
         defined  herein,  shall  have the  meanings  given to such terms in the
         Credit Agreement.

3.5      Notwithstanding  anything to the  contrary in this  Agreement or in any
         other Loan Document,  (i) neither the International  Borrower,  nor any
         International  Subsidiary,  shall,  in any  event,  be  deemed  to be a
         Guarantor  in respect of any  Obligations  of the U.S.  Borrower or any
         U.S. Subsidiary,  and (ii) no International Collateral shall secure the
         payment or performance of the Obligations of the U.S.  Borrower and any
         U.S. Subsidiary.

4.       CHARGE



<PAGE>


4.1      The  Company  hereby  covenants  on  demand  to  pay or  discharge  the
         Indebtedness  to the  Chargee,  the  Lenders,  the Issuing Bank and all
         other Obligees to whom such  Indebtedness is owed from time to time. As
         security  for  the  payment  and  discharge  of the  Indebtedness,  the
         Company,  with full title guarantee,  hereby charges to the Chargee, as
         trustee  for  its  benefit  and  the  ratable  benefit  of  each of the
         Beneficiaries:

4.1.1    by way of fixed charge,  all the goodwill and uncalled capital for the
         time  being of the  Company;  4.1.2 by way of fixed  charge,  all book
         debts  and  other  debts  now and in the  future  due or  owing to the
         Company;

4.1.3    by way of fixed charge,  all intellectual  property rights,  choses in
         action  and claims now and in the  future  belonging  to the  Company;
         4.1.4 by way of fixed  charge,  all  rights  and  claims  to which the
         Company is now or may  hereafter  become  entitled  in relation to all
         moneys now or at any time hereafter standing to the credit of any bank
         accounts  opened or  maintained  with the Chargee,  together  with all
         rights relating or attaching thereto;

4.1.5    by way of  floating  charge,  all the  Company's  present  and  future
         undertakings  and  assets  other  than any  assets  for the time being
         effectively  charged  to the  Chargee  by way of fixed  charge and all
         moneys paid into the account referred to in Clause 3.3.9 in respect of
         the book and other debts subject to a fixed charge under Clause 2.1.2.

5.       COVENANTS

5.1      For the purpose of Section  94(1) of the Law of Property Act 1925,  the
         Chargee  hereby  covenants  with the Company  that it will make further
         advances to the Company on the terms and subject to the  conditions  of
         the Credit Agreement.

5.2      The Company shall not without the consent in writing of the Chargee:

5.2.1    (except for charges in favor of the Chargee created under of pursuant
         to this Debenture and except for "Permitted  Liens", as defined in the
         Credit Agreement) create or permit to subsist any mortgage,  charge or
         lien on any of its undertaking or assets;

5.2.2    sell,   transfer,   hire-out,   lend  or  otherwise   dispose  of  its
         undertakings and other assets or any part of them, except as permitted
         pursuant to Section 8.2 of the Credit Agreement;

1.1.1

<PAGE>



         5.2.3             grant or accept a  surrender  of any lease or licence
                           of or part with or share  possession or occupation of
                           or enter into any onerous or  restrictive  obligation
                           in respect of the Assets or any part of them.

5.3      The Company shall:

5.3.1    promptly deposit with the Chargee all deeds and documents of title and
         all insurance policies relating to the Assets;  5.3.2 keep such of the
         Assets  as are  insurable  comprehensively  insured  to the  Chargee's
         satisfaction  in writing (and,  if so required by the chargee,  in the
         joint names of itself and the Chargee)  against loss or damage by fire
         and such  other  risks  as the  Chargee  may  require,  to their  full
         replacement  value and,  where such  insurance  is not in joint names,
         procure that the  Chargee's  interest is noted on all  policies  under
         this Clause 3.3.2;  5.3.3 duly and promptly pay all premiums and other
         moneys necessary for maintaining the insurances  required under Clause
         3.3.2  and on  demand  produce  the  insurance  policies  and  premium
         receipts to the Chargee;

5.3.4    carry  on and  conduct  its  affairs  and  business  in a  proper  and
         efficient manner and shall not (save with the prior written consent of
         the Chargee)  make any  substantial  alterations  to the nature of any
         such  business;  5.3.5  punctually  pay or cause to be paid all rents,
         rates, taxes, duties,  assessments,  fees, debts and all other amounts
         due in respect of the Company's  business and the Assets;  5.3.6 give,
         or procure the  giving,  to the Chargee or any Lender or any person or
         persons  appointed  by the Chargee or any Lender for this purpose such
         information  (including  books and records) as to all matters relating
         to the Assets or  otherwise  relating to its business or affairs as it
         or they shall  require and access to all  premises as it or they shall
         require,  all in accordance with the provisions of Section 7.11 of the
         Credit Agreement;
         
 5.3.7   keep all buildings and all plant,  machinery,  fixtures,  fittings and
         other effects in good repair and working order;

<PAGE>


5.3.8    deal  with  its  book or  other  debts  or  securities  for  money  in
         accordance  with  directions from the Chargee from time to time (which
         directions  can include  assignments  thereof to the  Chargee  with or
         without notice to debtors) and, in default of such directions,  to get
         them in and  realize  them in the  ordinary  and proper  course of its
         business;  5.3.9 if Chargee shall so require, pay into such account as
         the Chargee may  designate  by notice to the Company from time to time
         all moneys which it may receive in respect of the book debts and other
         debts charged by Clause 2.1.2;  and 5.3.10 promptly notify the Chargee
         of any meeting to discuss,  or any  proposal  or  application  for the
         appointment  of an  administrator,  receiver,  liquidator  or  similar
         official  in respect of the  Company or any of its assets  and, if any
         such official is appointed, of his appointment.

5.4      If the Company  fails to perform any of its  obligations  under Clauses
         3.3.2,  3.3.3,  3.3.5 or 3.3.6,  the  Chargee may take out or renew any
         insurance or settle such liability or effect such repairs and take such
         other  action as it may deem  appropriate  to remedy  such  failure and
         recover the premiums and other costs and expenses so incurred  from the
         Company on demand.


6.       RECEIVER

6.1      On or at any time after the occurrence of an  Enforcement  Event (or if
         so  requested by the  Company),  the Chargee may appoint by writing any
         person or persons to be an  administrative  receiver or a receiver  and
         manager or receivers and managers  ("the  Receiver",  which  expression
         shall include any substituted  receiver(s) and  manager(s)),  of all or
         any part of the Assets.  Without  limiting the  Chargee's  rights under
         this Clause 4.1 or at law, the Chargee  may,  whether or not any demand
         has been made for  payment of the  Indebtedness,  appoint a Receiver if
         the Chargee shall determine that the security created by this Debenture
         shall be in jeopardy.

6.2      The Chargee may from time to time  determine  the  remuneration  of the
         Receiver and may remove the Receiver and appoint another in his place.

6.3      The  Receiver  shall be the  Company's  agent and shall have all powers
         conferred upon an  administrative  receiver,  a receiver and a receiver
         and manager by the Acts. The Company alone shall be responsible for his
         acts and omissions and for his remuneration. In particular, but without
         limiting  any  general  powers  or the  Chargee's  power of  sale,  the
         Receiver shall have power:

6.3.1    to  take  possession  of  collect  and  get in all or any  part of the
         Assets and for that purpose to take any  proceedings  in the Company's
         name or otherwise as he shall think fit; 1.1.1

<PAGE>



6.3.2    to carry on or concur in carrying on the Company's  business and raise
         money from the Chargee or others on the security of all or any part of
         the Assets and  manage,  conduct,  amalgamate,  develop  the same (and
         concur in so doing) as he may think fit;

6.3.3    to sell,  lease,  hire-out or exchange the Company's  business and the
         Assets  or any part of it or them  (and  concur  in so  doing) in such
         manner  and on such  terms as he may  think  fit and to  exercise  all
         rights,  powers and discretions  incidental to the ownership  thereof;
         6.3.4 to sell, let and/or terminate or to accept  surrenders of leases
         or  tenancies  of any part of the  Assets,  in such manner and on such
         terms as he  thinks  fit;  6.3.5  to  take,  continue  or  defend  any
         proceedings and make any  arrangement or compromise  which the Chargee
         as he shall think fit

6.3.6    to make and effect all repairs, improvements and insurance;

6.3.7    to  appoint  managers,  officers  and  agents  for  any of  the  above
         purposes,  at such  salaries  and on such  terms as the  Receiver  may
         determine;

6.3.8    to call up any of the Company's uncalled capital;

6.3.9    to promote the  formation of a subsidiary  company or companies of the
         Company,  so that such  subsidiary  may  purchase,  lease,  license or
         otherwise acquire interests in all or any part of the Assets; and

6.3.10   to make any arrangement or compromise or disclaim, alter, enter into
         or cancel any contract or  liability  or redeem any security  which he
         may think expedient;
        
6.3.11   to employ professional advisers and others as he deems necessary;

6.3.12   to do  all  other  acts  and  things  which  he may  consider  to be
         incidental or conductive to any of the above powers.

6.4      On or At any time after the occurrence of an  Enforcement  Event (or if
         so requested by the Company) the Chargee may without further notice and
         without first  appointing a Receiver take possession of and hold all or
         any part of the Assets and exercise all or any of the powers  conferred
         on  mortgagees  by the Acts as hereby  varied or  extended  and all the
         powers,  authorities or discretions  hereby  conferred  expressly or by
         implication on any Receiver.



<PAGE>


6.5      Section 109(1) of the Law of Property Act 1925 shall not apply to this
         Debenture.

6.6      Any moneys  received under this Debenture  shall be applied,  after the
         discharge of all sums,  obligations  and  liabilities  having  priority
         thereto, in the following manner and order.

6.6.1    first,  in satisfaction  of all costs,  charges and expenses  properly
         incurred and payments properly made by the Chargee or the Receiver and
         of the remuneration of the Receiver;

6.6.2    secondly, in or towards satisfaction of the Indebtedness in such order
         as the "Majority  Lenders" (as defined in the Credit  Agreement) shall
         determine; and
        
6.6.3    thirdly,  the  surplus (if any) shall be paid to the person or persons
         entitled to it.

7.       MISCELLANEOUS

7.1      No  statutory  or other  power of  granting  or agreeing to grant or of
         accepting  or agreeing to accept  surrenders  of leases or tenancies of
         any part of any properties may be exercised by the Company  without the
         Chargee's  prior written  consent.  The Chargee shall,  as far is it is
         lawful,  be entitled to consolidate all or any of the security  created
         hereunder  with any  other  securities,  whether  now in  existence  or
         hereafter created. Section 93 of the Law of Property Act 1925 shall not
         apply.

7.2      By  notice in  writing  to the  Company,  the  Chargee  may at any time
         convert the  floating  charge  created by Clause  2.1.4 into a specific
         charge  over any  Assets  specified  in the  notice  which the  Chargee
         considers  to be in  danger of being  seized or sold  under any form of
         distress,  attachment  or  other  legal  process  (including  a  mareva
         injunction) or to be otherwise in jeopardy.  The Company at its expense
         shall at any time on the Chargee's request promptly execute and deliver
         to  the  Chargee  any  other  or  further  mortgage,  charge  or  other
         instrument  conferring a fixed  charge on any of its assets  (including
         any of the Assets  charged by Clause 2.1.5) or such other charge as the
         Chargee may in its discretion think fit for securing the Indebtedness.

7.3      This Debenture shall be:

7.3.1    a continuing  security to the Chargee,  notwithstanding any settlement
         of account or other matter or thing whatever;
         
7.3.2    without  prejudice  and in  addition  to any  other  security  for the
         Indebtedness  (whether  by  way  of  mortgage,   equitable  charge  or
         otherwise)  which the Chargee may hold now or  hereafter on all or any
         part of the Assets; and 1.1.1

<PAGE>



7.3.3    in addition to any rights, powers and remedies at law.

7.4      Section  103  of  the  Law  of  Property  Act  1925  shall  not  apply.
         Notwithstanding  any other provision of this  Debenture,  the statutory
         power of sale shall be  exercisable  at any time after the execution of
         this  Debenture  without  notice to the Company.  The Chargee shall not
         exercise its power of sale until an Enforcement Event has occurred, but
         this  provision  shall not  affect a  purchaser  or put him on  inquiry
         whether such Enforcement Event has occurred.

7.5      No failure or delay on the Chargee's part in the exercise of any of its
         rights,  powers, and remedies (in this Clause 5 "rights(s)") under this
         Debenture  or at law shall  operate  or be  construed  as a waiver.  No
         waiver of any of the  Chargee's  rights  shall  preclude any further or
         other exercise of that right or of any other right.

7.6      The  Chargee  may give  time or  other  indulgence  or make  any  other
         arrangement,  variation  or  release  with any person in respect of the
         Indebtedness  or any other  security or guarantee for the  Indebtedness
         without  derogating  from the  Company's  liabilities  or the Chargee's
         rights under this Debenture.

7.7      The Company certifies that the charges created by this Debenture do not
         contravene  any provision of its memorandum and articles of association
         or any agreement binding on it or any of the Assets.

7.8      Subject  only to  Clause  10, on final  payment  and  discharge  of the
         Indebtedness  the Chargee will, at the request and cost of the Company,
         re-assign to the Company the property  assigned by or pursuant to these
         presents.

7.9      A certificate  of the Chargee as to the amount of the  Indebtedness  or
         any of it or any  other  matter  connected  with it or  this  Debenture
         shall, in the absence of manifest error, be conclusive  evidence of the
         facts stated in it.

7.10     The Company  shall,  on demand by the Chargee,  execute and deliver all
         such transfers,  assignments,  deeds or other documents,  together with
         any notices required in relation thereto, as the Chargee may require to
         perfect its rights  under this  Debenture or to give effect to any sale
         or disposal of any of the Assets.

8.       POWER OF ATTORNEY



<PAGE>


By way of security,  the Company hereby irrevocably appoints the Chargee and any
Receiver  jointly and severally as its attorney,  with full power of delegation,
for it and in its name and on its behalf  and as its act and deed or  otherwise,
to  seal,  deliver  and  otherwise  perfect  any  deed,  assurance,   agreement,
instrument  or act which may be required or may be deemed proper or necessary by
the Chargee and any Receiver under the covenants or the other provisions  hereof
or for giving the Chargee and any Receiver the full benefit hereof. 9. EXCLUSION
OF LIABILITY

9.1      The  Chargee  shall  not in any  circumstances  by  reason of it taking
         possession  of the Assets or any part  thereof or for any other  reason
         whatsoever,  and whether as  mortgagee  in  possession  or on any other
         basis  whatsoever,  be liable to account to the  Company  for  anything
         except the  Chargee's  own actual  receipts or be liable to the Company
         for any loss or damage  arising from any  realization  of the Assets or
         any part thereof or from any act, default or omission of the Chargee or
         any Receiver or any of his managers,  officers or agents in relation to
         the Assets or any part thereof or from any exercise or  non-exercise by
         the Chargee of any power,  authority or discretion conferred upon it in
         relation  to the  Assets or any part  thereof  by or  pursuant  to this
         Debenture  or by the Acts unless such loss or damage shall be caused by
         the Chargee's own fraud.

9.2      All the  provisions  of Clause  7.1  shall  mutatis  mutandis  apply in
         relation to the  liability  of any  Receiver in all  respects as though
         every  reference  in Clause 7.1 to the Chargee were instead a reference
         to such Receiver.


10.      NOTICE OF SUBSEQUENT CHARGE

If the  Chargee  receives  notice of any  subsequent  charge  or other  interest
affecting all or any of the Assets it may open a new account or accounts for the
Company  in its  books  and if it does not do so then  unless  it gives  express
written  notice to the  contrary  to the  Company as from the time of receipt of
such notice by the Chargee  all  payments  made by the Company to the Chargee in
the absence of any express  appropriation by it to the contrary shall be treated
as having  been  credited to a new account of the Company and not as having been
applied in reduction of the amount due,  owing or incurred to the Chargee at the
time when it received the notice.


11.      POWER TO CREDIT TO A SUSPENSE ACCOUNT

Until  payment and  discharge  in full of the  Indebtedness  any money  received
hereunder may be placed and kept for such time as the Chargee  considers prudent
in a separate  or  suspense  account in the name of such  person as the  Chargee
thinks appropriate without any intermediate  obligation to apply the same or any
part thereof in or towards discharge of any of the Indebtedness. Notwithstanding
any such payment in the event of any  proceedings in or analogous to bankruptcy,
liquidation,  administration,  composition or arrangement  the Chargee may prove
for and agree to accept any dividend or composition or arrangement in respect of
the whole or any part of the  Indebtedness in the same manner as if the security
constituted by this Debenture had not been created.


<PAGE>



12.      AVOIDANCE OF PAYMENTS

No  assurance,  security or payment  which may be avoided or adjusted  under any
applicable  law, and no release,  settlement  or discharge  given or made by the
Chargee on the faith of any such assurance, security or payment, shall prejudice
or affect the right of the Chargee to recover the  Indebtedness in full from the
Company (including any moneys which it may be compelled by due process of law to
refund   pursuant  to  the  provisions  of  any  law  relating  to  liquidation,
bankruptcy,  insolvency or creditors' rights generally) and any costs payable by
it pursuant to (or  otherwise  incurred in  connection  with such process) or to
enforce the  security  created by or pursuant to this  Debenture  or require the
Chargee to release this Debenture or any other  security  created by or pursuant
to it.


13.      DECLARATION OF TRUST

The Chargee shall hold the Assets upon trust for the Beneficiaries  from time to
time.

14.      COSTS

All costs,  charges and  expenses  incurred by the Chargee and all other  moneys
paid by the Chargee or the Receiver in  perfecting  or  otherwise in  connection
with  this  Debenture  and all  costs  of the  Chargee  or the  Receiver  of all
proceedings  for  enforcement  of this Debenture  shall be recoverable  from the
Company as a debt,  shall bear interest at the highest  default rate of interest
payable on the Indebtedness  pursuant to the Credit Agreement (as well before as
after judgment) and shall be charged on the Assets.


15.      SEVERANCE

If at any time any provision in this Debenture is or becomes invalid, illegal or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions of this Debenture shall not be impaired.


16.      NOTICES

16.1     Any  notice  required  under this  Agreement  is to be given in writing
         signed by or on behalf of the party giving it. A notice shall be served
         by leaving it at or sending it by facsimile, pre-paid recorded delivery
         or registered post, to the respective  addresses of the parties set out
         in this  Agreement  or such other  addresses as they shall from time to
         time notify to the other parties for the purposes of this clause.

16.2     Any notice served is deemed to have been received:
1.1

<PAGE>



16.2.1   in the case of personal service upon delivery;

16.2.2   in the case of facsimile at the time of dispatch;

16.2.3   in the case of recorded  delivery or  registered  post 48 hours from
         the date of posting.

16.3     If the notice is sent by post it will be sufficient in proving  service
         to establish the envelope  containing the notice was properly addressed
         and  posted and for  service  by  facsimile  to  produce  the  sender's
         "answerback".


17.      LAW

This  Debenture  shall be governed by and construed in  accordance  with English
law.

IN WITNESS  WHEREOF this  Debenture  was entered into as a Deed the day and year
first above written



EXECUTED AND DELIVERED )
as a Deed on behalf of            )
the Company by:                           )

                                           Director


                                           Director/Secretary


<PAGE>


EXECUTED AND DELIVERED )
as a Deed on behalf of            )
the Chargee by:                   )

                                           Director



                                           Director/Secretary
<PAGE>

                                   EXHIBIT L

            CERTIFICATE REGARDING SUBORDINATION OF PROMISSORY NOTES


         Reference  is  made to  that  certain  Credit  Agreement  (as  amended,
restated,  renewed,  extended,  supplemented or otherwise  modified from time to
time,  the "Credit  Agreement")  dated as of January 15, 1998,  by and among Law
Companies Group, Inc., a Georgia corporation  ("LCGI"),  certain Subsidiaries of
the Company and Bank of  America,  FSB,  among  others.  Capitalized  terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement.

         The  undersigned,  being a  Responsible  Officer of LCGI,  does  hereby
certify that except for the promissory note to Trilok B.  Chaudhary,  dated June
1, 1992, in the face principal amount of $243,500.00, and the promissory note to
Timothy  J.  Quinn,  dated  January  1, 1995,  in the face  principal  amount of
$12,359.00,  all promissory  notes  evidencing all  indebtedness of LCGI and its
Subsidiaries incurred for the purchase of stock of LCGI or such Subsidiaries are
in substantially  the form of Section 11.19 to the Credit Agreement or contain a
subordination provision substantially in the form of the following:

                  The  indebtedness  evidenced by this Note represents a primary
                  obligation  of Law Companies  Group,  Inc. and is and shall be
                  subordinated  as to payment of  principal  and interest to all
                  bona fide indebtedness of Law Companies Group, Inc. payable to
                  any bank, and the terms of all  agreements  with any such bank
                  are incorporated herein by reference.

         IN WITNESS WHEREOF the undersigned in the capacity specified below, has
duly  executed  this  Certificate  on behalf of LCGI (but shall have no personal
liability  for the  accuracy  of the  contents  thereof)  as of the  15th day of
January, 1998.





                                   By:______________________________
                                   Darryl B. Segraves
                                   Executive Vice President, General Counsel
                                    and Secretary
<PAGE>

                                   EXHIBIT M

                                LOAN CERTIFICATE



         I hereby  certify that I am the duly elected and acting  Secretary  (or
Assistant Secretary) of _______________, a ________________________________ (the
"Obligor"),  and in connection with the  transactions  described in that certain
Credit  Agreement,   dated  as  of  even  date  herewith  ("Credit   Agreement";
capitalized  terms used herein and not defined herein have the meanings assigned
to them in the Credit Agreement),  among Obligor, certain of its Subsidiaries or
Affiliates,  Bank of America,  FSB,  individually as a Lender and as Agent,  and
certain other  financial  institutions  party thereto,  I hereby further certify
that:

         1. Attached hereto as Exhibit A is a true,  correct,  and complete copy
of the Certificate or Articles of Incorporation (or foreign equivalent  thereof,
if any) of the Obligor, and all amendments thereto (if any);

         2. Attached hereto as Exhibit B is a true,  correct,  and complete copy
of the By-Laws (or foreign equivalent thereof,  if any) of the Obligor,  and all
amendments thereto (if any), as in effect on the date hereof;

         3. Attached hereto as Exhibit C is a true,  correct,  and complete copy
of  resolutions  of Obligor  authorizing  Obligor's  borrowing  under the Credit
Agreement and/or  Obligor's  guaranty of the obligations of other obligors under
the Credit Agreement, as applicable, and the execution, delivery and performance
by Obligor of the "Loan Documents" (as defined in the Credit Agreement);

         4. Attached  hereto as Exhibit D is a certificate  of good standing (or
foreign equivalent thereof, if any) from Obligor's  jurisdiction of organization
and Obligor has taken no action which would cause it not to be in good  standing
under the laws of such jurisdiction as of the date of this Certificate;

         5. Attached  hereto as Exhibit E are true,  correct and complete copies
of employment contracts (if any) for key management level employees of Obligor;

         6. Attached  hereto as Exhibit F are true,  correct and complete copies
of any  shareholders'  or voting  trust or other  similar  agreements  among the
shareholders of Obligor.

         7. The  following  Persons  have been duly  elected  to the  offices of
Obligor set forth beside their names,  have been duly  qualified,  and as of the
date of the execution of the Credit  Agreement were, and on the date hereof are,
holding the offices set forth opposite  their  respective  names below,  and the
signatures  set forth  opposite  their  respective  names  are their  respective
genuine signatures:




<PAGE>


 Name                    Title                         Signatures


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

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

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


         8. This  Certificate is given for the benefit of the Obligees,  and the
Obligees are entitled to rely upon the  certifications  hereinabove set forth in
connection with extending the financial  accommodations  described in the Credit
Agreement.

         IN WITNESS WHEREOF,  the undersigned,  in the capacity specified below,
has duly executed this  Certificate  on behalf of the Obligor (but shall have no
personal  liability for the accuracy of the contents thereof) as of the 15th day
of January, 1998.


                          -----------------------------------
                          Name:________________________
                          Title: [Assistant] Secretary
<PAGE>

                                   EXHIBIT N
                                                                    S2-423095.2
                               CLOSING CERTIFICATE


         Reference  is  made to  that  certain  Credit  Agreement  of even  date
herewith by and among Law  Companies  Group,  Inc., a Georgia  corporation  (the
"Company"), as Borrowers' Representative and as a Guarantor, Law Engineering and
Environmental  Services,  Inc., a Georgia corporation,  as U.S. Borrower,  Gibb,
Ltd., a company organized under the laws of the United Kingdom, as International
Borrower,   certain  direct  and  indirect   subsidiaries  of  the  Company,  as
Guarantors,  Bank of America  National  Trust and  Savings  Association,  acting
individually  and through its London branch,  as Issuing Bank,  Overdraft  Bank,
International  Agent,  and a Lender,  Bank of America,  FSB, as U.S. Agent and a
Lender, and any other financial institutions from time to time party thereto, as
Lenders (the "Credit  Agreement").  Capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement.

         Pursuant to Section  5.1(26) of the Credit  Agreement,  the undersigned
officer of the  Company,  being a  Responsible  Officer of the  Company,  hereby
certifies on behalf of the Company that:

         (i) The representations  and warranties  contained in Article VI of the
Credit Agreement are true and correct in all material  respects on and as of the
date hereof;

         (ii) No  Default or Event of Default  exists or would  result  from the
initial Borrowing on the Agreement Date; and

         (iii) There has not occurred  since  September  30, 1997,  any event or
circumstance  that has resulted or could  reasonably  be expected to result in a
Material Adverse Effect.

         IN WITNESS WHEREOF,  the undersigned,  in his capacity as a Responsible
Officer of the Company,  has duly  executed  this  certificate  on behalf of the
Company (but shall have no personal  liability  for the accuracy of the contents
hereof) as of the _____ day of ____________, 1998.

                                     LAW COMPANIES GROUP, INC.


                                     By:_________________________________
                                     Name:    Darryl B. Segraves
                                     Title:   Executive Vice President, General
                                     Counsel and Secretary
<PAGE>


                                   EXHIBIT O

                               JOINDER AGREEMENT


         THIS JOINDER AGREEMENT (this  "Agreement"),  dated as of _____________,
____, is entered into between  ___________________,  a ______________  (the "New
Subsidiary  Guarantor")  and  BANK OF  AMERICA,  FSB,  a  federal  savings  bank
organized  under the laws of the United  States  ("BOAFSB"),  in its capacity as
U.S.  Agent (the  "Agent")  under that  certain  Credit  Agreement,  dated as of
January 15,  1998,  among Law  Companies  Group,  Inc.,  a Georgia  corporation,
certain of its Subsidiaries,  the Agent, and certain other Obligees, as the same
may be amended,  modified,  extended or restated from time to time,  the "Credit
Agreement").  All capitalized  terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreement.

         The New Subsidiary Guarantor and the Agent, acting in such capacity for
the benefit of all Obligees, hereby agree as follows:

         1.  The  New  Subsidiary  Guarantor  hereby  acknowledges,  agrees  and
confirms that, by its execution of this Agreement,  the New Guarantor Subsidiary
will be deemed to be an Obligor under the Credit Agreement and a "Guarantor" for
all  purposes  of the  Credit  Agreement  and shall  have all of the  rights and
obligations  of a  Guarantor  thereunder  as  if  it  had  executed  the  Credit
Agreement.  The New Subsidiary Guarantor hereby ratifies, as of the date hereof,
and agrees to be bound by, without limitation (a) all of the representations and
warranties of the Obligors set forth in Article VI of the Credit Agreement,  (b)
all of the affirmative and negative covenants set forth in Articles VII and VIII
of the Credit  Agreement  and (c) all of the guaranty  obligations  set forth in
Section 2.19 of the Credit  Agreement.  Without  limiting the  generality of the
foregoing  terms of this  paragraph 1, as provided in Section 2.19 of the Credit
Agreement, the New Subsidiary Guarantor, subject to the limitations set forth in
the last sentence of Section 2.19(a) of the Credit Agreement,  the last sentence
of Section 2.19(c) of the Credit  Agreement and in Section 2.19(i) of the Credit
Agreement,  hereby  unconditionally  guarantees,  jointly and severally with the
other  Guarantors,  to the  Lenders,  the  Issuing  Bank and the Agent and their
respective  successors  and  assigns  and the  subsequent  holders of the Notes,
irrespective of the validity and  enforceability  of the Credit  Agreement,  the
Notes, or the other Loan Documents or the Obligations hereunder of the Borrowers
or a Borrower, as the case may be, the value or sufficiency of any Collateral or
any other circumstance that might otherwise affect the liability of a guarantor,
that all Obligations  shall be promptly paid in full when due, whether at stated
maturity,  by  acceleration  or otherwise,  in accordance  with the terms of the
Credit  Agreement and of the other Loan  Documents.  Failing payment when due of
any amount so guaranteed for whatever  reason,  such Guarantor will be obligated
to pay the same immediately.

         2. The New Subsidiary  Guarantor is,  simultaneously with the execution
of this Agreement,  executing and delivering such Collateral Documents (and such
other documents and instruments) as are required to be executed and delivered by
it pursuant to Section 7.15 of the Credit Agreement.



<PAGE>



                                                         3

         3. The address of the New Subsidiary  Guarantor for purposes of Section
12.2 of the Credit Agreement is a follows:

                                    =======================
                                    =======================

         4. The New Subsidiary  Guarantor hereby waives acceptance by the Agent,
the Lenders and the Issuing Bank of the guaranty by the New Subsidiary Guarantor
under the Credit  Agreement  upon the  execution  of this  Agreement  by the New
Subsidiary Guarantor.

         5. This Agreement may be executed in any number of  counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall constitute one and the same instrument.

         6.  THIS  AGREEMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAW OF THE STATE OF GEORGIA;  PROVIDED THAT THE AGENT,  THE ISSUING BANK AND
THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         IN WITNESS  WHEREOF,  the New  Subsidiary  Guarantor  has  caused  this
Agreement to be duly executed by its authorized officers,  under seal, as of the
day and year first above written.


                                                     [NEW SUBSIDIARY GUARANTOR]


                                         By:_____________________________
                                         Name:___________________________
                                         Title:____________________________

                                         Attest: ___________________________
                                         Name:______________________
                                         Title: _______________________

                                                                          [SEAL]


Acknowledged and Accepted:

BANK OF AMERICA, FSB, as U.S. Agent


<PAGE>



By:______________________________
Name:___________________________
Title:____________________________

<PAGE>

                                   EXHIBIT P

                           ASSIGNMENT AND ACCEPTANCE

                          Dated ________ __, _________


                  Reference is made to the Credit Agreement, dated as of January
15, 1998 (together with all amendments and  modifications  thereto,  the "Credit
Agreement") among Law Companies Group, Inc., a Georgia  corporation,  certain of
its Subsidiaries,  Bank of America,  FSB, individually as a Lender and as Agent,
and certain other  financial  institutions  party thereto.  Terms defined in the
Credit Agreement are used herein with the same meaning.

________________________________________ (the "Assignor") and
________________________________________ (the "Assignee") agree
as follows:

                  1. The Assignor hereby sells and assigns to the Assignee,  and
the  Assignee  hereby  purchases  and  assumes  from the  Assignor,  a ________%
interest in and to all of the Assignor's rights and obligations under the Credit
Agreement  as of the  Effective  Date (as  defined  below)  (including,  without
limitation,   a  _____%   interest  (which  on  the  Effective  Date  hereof  is
$__________)  in the Assignor's  Revolving Loan  Commitment,  a _____%  interest
(which on the Effective Date hereof is $__________) in the Revolving Loans owing
to the Assignor  (which on the Effective Date hereof is  $__________),  a _____%
interest  (which on the Effective Date hereof is  $__________) in the Assignor's
CAPEX Loan Commitment,  a _____% interest (which on the Effective Date hereof is
$__________)  in the CAPEX Loans owing to Assignor  (which on the Effective Date
hereof is $_______) and a _____% interest (which on the Effective Date hereof is
$__________) in the Assignor's participation in the L/C obligations.



<PAGE>



                                                        -2-

                  2. The  Assignor (i) makes no  representation  or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made in or in  connection  with  the  Credit  Agreement  or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document  furnished  pursuant
thereto,  other than that it is the legal and  beneficial  owner of the interest
being  assigned  by it  hereunder,  that such  interest is free and clear of any
adverse  claim,  that as of the date hereof its Revolving  Loan  Commitment  and
CAPEX Loan Commitment  (without giving effect to assignments  thereof which have
not yet become effective) are $__________ and $__________, respectively, and the
aggregate  outstanding principal amount of Revolving Loans and CAPEX Loans owing
to it (without  giving effect to  assignments  thereof which have not yet become
effective)  are  $__________  and  $_________,   respectively;   (ii)  makes  no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition of the Obligors or the  performance  or  observance  by the
Obligors of any of their  obligations  under the Credit  Agreement  or any other
instrument  or document  furnished  pursuant  thereto;  and (iii)  attaches  the
Note(s)  referred to in paragraph 1 above and requests  that the Agent  exchange
such  Note(s)  for [a new  Revolving  Loan Note dated  _______  __,  ____ in the
principal  amount of  $_________,  payable to the order of  Assignee,  and a new
CAPEX Loan Note dated ___________ __, ____ in the principal amount of $________,
payable to the order of  Assignee]  [a new  Revolving  Loan Note and a new CAPEX
Loan Note,  each dated ______ __, ____, in the respective  principal  amounts of
$_______ and  $_______,  payable to the order of Assignor,  and a new  Revolving
Loan Note and a new CAPEX  Loan Note,  each  dated  ________  __,  ____,  in the
respective principal amounts of $_______, payable to the order of Assignee].

                  3. The Assignee  (i)  confirms  that it has received a copy of
the Credit Agreement,  together with copies of the financial statements referred
to in Section  6.11  thereof (or any more  recent  financial  statements  of the
Borrower  delivered  pursuant to Sections 7.1 thereof) and such other  documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently  and without  reliance  upon the Agent,  the Assignor or any other
Lender and based on such documents and information as it shall deem  appropriate
at the time,  continue to make its own credit  decisions in taking or not taking
action  under  the  Credit  Agreement;  (iii)  confirms  that it is an  Eligible
Assignee; (iv) appoints and authorizes the Agent to take such action as agent on
its  behalf and to  exercise  such  powers  under the  Credit  Agreement  as are
delegated to the Agent by the terms  thereof,  together  with such powers as are
reasonably  incidental  thereto;  (v) agrees that it will perform in  accordance
with  their  terms  all of the  obligations  which by the  terms  of the  Credit
Agreement are required to be performed by it as a Lender;  (vi) specifies as its
Lending  Office,  the office or offices  specified in Rider 1 and as its address
for notices the office  specified in Rider 2, (vii) represents and warrants that
the execution,  delivery and  performance of this  Assignment and Acceptance are
within its  powers  and have been duly  authorized  by all  necessary  corporate
action, and (viii) attaches the forms prescribed by the Internal Revenue Service
of the United  States  certifying  as to the  Assignee's  status for purposes of
determining  exemption from United States  withholding taxes with respect to all
payments to be made to the Assignee under the Credit  Agreement and the Notes or
such other  documents as are  necessary to indicate  that all such  payments are
subject to such taxes at a rate reduced by an applicable tax treaty.

                  4. The Effective Date for this Assignment and Acceptance shall
be __________________________ (the "Effective Date"). Following the execution of
this Assignment and Acceptance,  it will be delivered to the Agent for execution
and acceptance by the Agent and, if in accordance with the provisions of Section
12.8(a)  of the  Credit  Agreement,  the  consent  of the  Issuing  Bank  to the
assignment effected hereby is required, by the Issuing Bank.

                  5. Upon such  execution  and  acceptance  by the Agent and, if
required,  the Issuing Bank, from and after the Effective Date, (i) the Assignee
shall  be a  party  to the  Credit  Agreement  and,  to the  extent  rights  and
obligations have been transferred to it by this Assignment and Acceptance,  have
the rights and  obligations of a Lender  thereunder and (ii) the Assignor shall,
to the extent its rights and obligations  have been  transferred to the Assignee
by this  Assignment  and  Acceptance,  relinquish  its rights  (other than under
Section 12.5 of the Credit Agreement) and be released from its obligations under
the Credit Agreement.



<PAGE>


                  6. Upon such  execution  and  acceptance  by the Agent and, if
required,  the Issuing Bank,  from and after the Effective Date, the Agent shall
make all payments in respect of the interest  assigned  hereby to the  Assignee.
The Assignor and Assignee shall make all appropriate adjustments in payments for
periods prior to such acceptance by the Agent directly between themselves.

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

                               [NAME OF ASSIGNOR]


                               By:_________________________________
                               Title:_____________________________


                               [NAME OF ASSIGNEE]


                               By:_________________________________
                               Title:_____________________________


                               BANK OF AMERICA, FSB as Agent

                               By:________________________________
                               Title:____________________________


                               [BANK OF AMERICA  NATIONAL TRUST
                                  AND SAVINGS  ASSOCIATION,  as Issuing Bank


                               By:_________________________________
                               Title:_____________________________]


<PAGE>


                                     Rider 1

                                 Lending Office


<PAGE>


                                     Rider 2

                               Address for Notices