EXHIBIT 10.12


                    AMENDED AND RESTATED CREDIT AGREEMENT



                                 Dated as of



                               August 31, 2001



                                    among



                           PEGASUS SOLUTIONS, INC.,
                              formerly known as
                            PEGASUS SYSTEMS, INC.,
                                 as Borrower



                          The Lenders Party Hereto,



                                     and



                          THE CHASE MANHATTAN BANK,
                                 successor to
                  CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                           as Administrative Agent



                                     and



                           THE CHASE MANHATTAN BANK
                               as Issuing Bank



                            CHASE SECURITIES INC.,
                      as Lead Arranger and Book Manager

<PAGE>


                              TABLE OF CONTENTS

                                                               Page


 ARTICLE I   Definitions ........................................1
      SECTION 1.01.  Defined Terms...............................1
      SECTION 1.02.  Terms Generally............................14
      SECTION 1.03.  Accounting Terms; GAAP.....................14

 ARTICLE II  The Credits .......................................15
      SECTION 2.01.  Commitments................................15
      SECTION 2.02.  Loans and Borrowings.......................15
      SECTION 2.03.  Requests for Borrowings....................15
      SECTION 2.04.  Funding of Borrowings......................16
      SECTION 2.05.  Interest Elections.........................17
      SECTION 2.06.  Termination and Reduction of Commitments...18
      SECTION 2.07.  Repayment of Loans; Evidence of Debt.......18
      SECTION 2.08.  Prepayment of Loans........................19
      SECTION 2.09.  Fees.......................................19
      SECTION 2.10.  Interest...................................20
      SECTION 2.11.  Taxes......................................21
      SECTION 2.12.  Payments Generally; Pro Rata Treatment;
                     Sharing of Set-offs........................21
      SECTION 2.13.  Mitigation Obligations; Replacement of
                     Lenders....................................23
      SECTION 2.14.  Letters of Credit..........................24

 ARTICLE III Yield Protection and Illegality ...................27
      SECTION 3.01.  Increased Costs............................27
      SECTION 3.02.  Alternate Rate of Interest.................28
      SECTION 3.03.  Illegality.................................29
      SECTION 3.04.  Treatment of Affected Borrowings...........29
      SECTION 3.05.  Break Funding Payments.....................30

 ARTICLE IV  Security ..........................................30
      SECTION 4.01.  Collateral.................................30

 ARTICLE V   Representations and Warranties ....................31
      SECTION 5.01.  Organization; Powers.......................31
      SECTION 5.02.  Authorization; Enforceability..............31
      SECTION 5.03.  Governmental Approvals; No Conflicts.......31
      SECTION 5.04.  Financial Condition; No Material Adverse
                     Change.....................................31
      SECTION 5.05.  Properties.................................32
      SECTION 5.06.  Litigation and Environmental Matters.......32
      SECTION 5.07.  Compliance with Laws and Agreements........33
      SECTION 5.08.  Investment and Holding Company Status......33
      SECTION 5.09.  Taxes......................................33
      SECTION 5.10.  ERISA......................................33
      SECTION 5.11.  Disclosure.................................33
      SECTION 5.12.  Year 2000..................................33
      SECTION 5.13.  Indebtedness...............................34
      SECTION 5.14.  Subsidiaries...............................34
      SECTION 5.15.  Inventory..................................34
      SECTION 5.16.  Patents, Trademarks and Copyrights.........34
      SECTION 5.17.  Margin Securities..........................35
      SECTION 5.18.  Labor Matters..............................35
      SECTION 5.19.  Solvency...................................35
      SECTION 5.20.  Burdensome Agreements......................35

 ARTICLE VI  Conditions ........................................35
      SECTION 6.01.  Effective Date.............................35
      SECTION 6.02.  Each Credit Event..........................38

 ARTICLE VII Affirmative Covenants .............................38
      SECTION 7.01.  Financial Statements and Other Information.38
      SECTION 7.02.  Notices of Material Events.................39
      SECTION 7.03.  Existence; Conduct of Business.............40
      SECTION 7.04.  Payment of Obligations.....................40
      SECTION 7.05.  Maintenance of Properties..................40
      SECTION 7.06.  Books and Records; Inspection Rights.......40
      SECTION 7.07.  Insurance..................................40
      SECTION 7.08.  Compliance with Laws.......................41
      SECTION 7.09.  Use of Proceeds............................41
      SECTION 7.10.  Compliance with Agreements.................41
      SECTION 7.11.  Additional Subsidiaries....................41
      SECTION 7.12.  Real Property..............................41
      SECTION 7.13.  Further Assurances.........................41

 ARTICLE VIIINegative Covenants ................................42
      SECTION 8.01.  Indebtedness...............................42
      SECTION 8.02.  Liens......................................42
      SECTION 8.03.  Fundamental Changes........................43
      SECTION 8.04.  Investments, Loans, Advances, Guarantees
                     and Acquisitions...........................43
      SECTION 8.05.  Hedging Agreements.........................44
      SECTION 8.06.  Restricted Payments; Certain Payments of
                     Indebtedness...............................44
      SECTION 8.07.  Transactions with Affiliates...............45
      SECTION 8.08.  Restrictive Agreements.....................45
      SECTION 8.09.  Disposition of Assets......................45
      SECTION 8.10.  Sale and Leaseback.........................46
      SECTION 8.11.  Accounting.................................46
      SECTION 8.12.  Amendment of Material Documents............46
      SECTION 8.13.  Preferred Equity Interests.................46

 ARTICLE IX  Financial Covenants ...............................46
      SECTION 9.01.  Consolidated Leverage Ratio................46
      SECTION 9.02.  Consolidated Fixed Charge Coverage Ratio...46
      SECTION 9.03.  Liquidity..................................46

 ARTICLE X   Events of Default .................................46
      SECTION 10.01. Default....................................46
      SECTION 10.02. Performance by the Administrative Agent....49

 ARTICLE XI  The Administrative Agent ..........................49

 ARTICLE XII Miscellaneous .....................................51
      SECTION 12.01. Notices....................................51
      SECTION 12.02. Waivers; Amendments........................51
      SECTION 12.03. Expenses; Indemnity; Damage Waiver.........52
      SECTION 12.04. Successors and Assigns.....................53
      SECTION 12.05. Survival...................................56
      SECTION 12.06. Counterparts; Effectiveness................56
      SECTION 12.07. Severability...............................56
      SECTION 12.08. Right of Setoff............................56
      SECTION 12.09. GOVERNING LAW; VENUE; SERVICE OF PROCESS...56
      SECTION 12.10. WAIVER OF JURY TRIAL.......................57
      SECTION 12.11. Headings...................................57
      SECTION 12.12. Confidentiality............................57
      SECTION 12.13. Maximum Interest Rate......................58
      SECTION 12.14. Non-Application of Chapter 346 of Texas
                     Finance Code...............................58
      SECTION 12.15. NO ORAL AGREEMENTS.........................58
      SECTION 12.16. No Fiduciary Relationship..................58
      SECTION 12.17. Construction...............................58

<PAGE>

                    AMENDED AND RESTATED CREDIT AGREEMENT


      THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated  as
 of August 31, 2001, among PEGASUS SOLUTIONS, INC., formerly known as PEGASUS
 SYSTEMS, INC.,  as  Borrower,  the  LENDERS  party  hereto,  and  THE  CHASE
 MANHATTAN BANK, as successor to CHASE  BANK OF TEXAS, NATIONAL  ASSOCIATION,
 as Administrative Agent, and THE CHASE MANHATTAN BANK, as Issuing Bank.

                                  RECITALS:

      A.   The Administrative  Agent,  the  Lenders  and  the  Borrower  have
 previously entered into that certain Credit Agreement dated as of April  17,
 2000. as amended and modified (the "Prior Credit Agreement") providing for a
 revolving  credit  facility  to  Borrower  in   an  amount  not  to   exceed
 $30,000,000.00.

      B.   The Administrative Agent, the Lenders and the Borrower now  desire
 that the Prior Credit Agreement be amended to permit the Borrower to request
 Letters of Credit under  the revolving credit facility  in an amount not  to
 exceed $10,000,000.

      C.   For administrative  convenience,  the  Administrative  Agent,  the
 Lenders and the Borrower desire to accomplish such amendment by amending and
 restating the Prior Credit Agreement in its entirety.

      NOW, THEREFORE, in consideration of  the premises and mutual  covenants
 herein contained, the parties hereto agree  that the Prior Credit  Agreement
 is hereby amended and restated in its entirety as follows:

                                  ARTICLE I

                                 Definitions

 SECTION 1.01. Defined Terms.  As used in this Agreement, the following terms
 have the meanings specified below:

      "ABR", when  used in  reference to  any Loan  or Borrowing,  refers  to
 whether such  Loan, or  the Loans  comprising  such Borrowing,  are  bearing
 interest at a rate determined by reference to the Alternate Base Rate.

      "Acquisition" means any transaction  or series of related  transactions
 for the direct or  indirect (a) acquisition of all  or substantially all  of
 the property  of a  Person, or  of any  business or  division of  a  Person,
 (b) acquisition of in excess of 50%  of the Equity Interests 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.

      "Acquisition Documents"  means all  documents executed  or provided  in
 connection with any Acquisition.

      "Adjusted LIBO Rate"  means, with respect  to any Eurodollar  Borrowing
 for any Interest  Period, an interest  rate per annum  (rounded upwards,  if
 necessary, to the  next 1/16  of 1%)  equal to  (a) the LIBO  Rate for  such
 Interest Period multiplied by (b) the Statutory Reserve Rate.

      "Administrative Agent" means The Chase Manhattan Bank, as successor  to
 Chase Bank of Texas, National Association, in its capacity as administrative
 agent for the Lenders hereunder.

      "Administrative Questionnaire" means an Administrative Questionnaire in
 a form supplied by the Administrative Agent.

      "Affiliate" means, with respect to  a specified Person, another  Person
 that directly, or indirectly through one or more intermediaries, Controls or
 is Controlled by or is under common Control with the Person specified.

      "Alternate Base Rate" means, for any day, a rate per annum equal to the
 greatest of (a) the Prime Rate in effect  on such day, (b) the CD Rate  plus
 1% and (c) the Federal Funds Effective Rate in effect on such day plus 0.5%.
 Any change in the Alternate Base Rate due to a change in the Prime Rate, the
 CD Rate or  the Federal  Funds Effective Rate  shall be  effective from  and
 including the effective date of such change  in the Prime Rate, the CD  Rate
 or the Federal Funds Effective Rate, respectively.

      "Applicable Margin" means, for any day, (a) the margin of interest over
 the Base  Rate or  the Adjusted  LIBO Rate,  as  the case  may be,  that  is
 applicable when the Base Rate or the Adjusted LIBO Rate, as applicable,   is
 determined under this  Agreement, and (b)  the rate per  annum used for  the
 Commitment Fee.

           (a) From the Closing  Date through  the date  that  Administrative
      Agent receives the  Compliance Certificate  and accompanying  financial
      statements for the fiscal period of the Borrower ending June 30,  2000,
      the Applicable Margin shall be  2.00% for Eurodollar Borrowings,  1.00%
      for Base Rate Borrowings and 0.25% for the Commitment Fee.

           (b) After receipt of the  Compliance Certificate and  accompanying
      financial statements for the fiscal period of Borrower  ending June 30,
      2000, (i) the Applicable Margin in effect  at any time (whether in  the
      middle of an  Interest Period  or otherwise)  shall be  based upon  the
      Consolidated Leverage Ratio as  determined from the related  Compliance
      Certificate then most  recently received by  the Administrative  Agent,
      effective as  of the  date received  by the  Administrative Agent,  and
      (ii) the  Applicable  Margin  is  subject  to  adjustment  (upwards  or
      downwards, as appropriate), as stated in the following table:

         Consolidated Leverage    Applicable    Applicable     Applicable
                 Ratio            Margin for    Margin for     Margin for
                                  Base Rate     Eurodollar     Commitment
                                  Borrowings    Borrowings         Fee
      ------------------------    ----------    ----------     ----------
      Greater than or equal to      1.25%         2.25%           0.50%
      1.50 to 1.00

      Less than 1.50 to 1.00,       1.00%         2.00%           0.25%
      but greater than or equal
      to 1.00 to 1.00

      Less than 1.00 to 1.00,       0.75%         1.75%           0.25%
      but greater than or equal
      to 0.50 to 1.00

      Less than 0.50 to 1.00        0.50%         1.50%           0.25%


           (c) If Borrower  fails to  timely  furnish to  the  Administrative
      Agent any financial information  and related Compliance Certificate  as
      required by this Agreement, then the maximum Applicable Margin  applies
      from  the  date  such  financial  information  and  related  Compliance
      Certificate are required to be delivered and remain in effect until the
      Borrower furnishes them to the Administrative Agent.

      "Applicable  Percentage"  means,  with  respect  to  any  Lender,   the
 percentage of the total Commitments represented by such Lender's Commitment.
 If the Commitments  have terminated or  expired, the Applicable  Percentages
 shall be  determined based  upon the  Commitments most  recently in  effect,
 giving effect to any assignments.

      "Arranger" means Chase Securities Inc.

      "Assignment and Acceptance" means an assignment and acceptance  entered
 into by  a Lender  and an  assignee (with  the consent  of any  party  whose
 consent is required  by Section 12.04), and  accepted by the  Administrative
 Agent, in  the  form  of Exhibit "H"  or  any  other form  approved  by  the
 Administrative Agent.

      "Availability Period" means the period from and including the Effective
 Date to but  excluding the  earlier of  the Maturity  Date and  the date  of
 termination of the Commitments.

      "Board" means the Board of Governors  of the Federal Reserve System  of
 the United States of America.

      "Borrower" means  Pegasus Solutions,  Inc., formerly  known as  Pegasus
 Systems, Inc., a Delaware corporation.

      "Borrowing" means Revolving Loans of the same Type, made, converted  or
 continued on the same date and, in the case of Eurodollar Loans, as to which
 a single Interest Period is in effect.

      "Borrowing Request" means a request by the Borrower for a Borrowing  in
 accordance with Section 2.03.

      "Borrowing Request Form"  means a certificate in substantially the form
 of Exhibit "B", properly completed and signed  by the Borrower requesting  a
 Borrowing or a conversion or continuation of a Borrowing.

      "Business Day" means any  day that is not  a Saturday, Sunday or  other
 day on which commercial banks in Dallas, Texas are authorized or required by
 law to  remain  closed;  provided  that, when  used  in  connection  with  a
 Eurodollar Loan, the term "Business Day" shall also exclude any day on which
 banks are not open for dealings  in dollar deposits in the London  interbank
 market.

      "Capital Expenditures"  means, for  any  period, (a) the  additions  to
 property, plant and equipment and other capital expenditures of the Borrower
 and its Subsidiaries  that are  (or would be)  set forth  in a  consolidated
 statement of  cash  flows  of  the Borrower  for  such  period  prepared  in
 accordance with GAAP, but excluding expenditures made in connection with the
 replacement, substitution or  restoration of assets  to the extent  financed
 (i) from insurance proceeds (or other similar recoveries) paid on account of
 the loss or damage to the assets being replaced or restored, but only to the
 extent such proceeds or recoveries are  not included in EBITDA or (ii)  with
 awards of  compensation  arising  from  the  taking  by  eminent  domain  or
 condemnation of  the assets  being replaced,  but only  to the  extent  such
 awards are  not  included  in  EBITDA,  and  (b) Capital  Lease  Obligations
 incurred by the Borrower and its Subsidiaries during such period.

      "Capital Lease Obligations" of any Person means the obligations of such
 Person to pay rent or other amounts under any lease of (or other arrangement
 conveying the right  to use)  real or  personal property,  or a  combination
 thereof, which obligations are required to  be classified and accounted  for
 as capital leases  on a balance  sheet of such  Person under  GAAP, and  the
 amount  of  such  obligations  shall  be  the  capitalized  amount   thereof
 determined in accordance with GAAP.

      "CD Rate" means the secondary market rate for three-month  certificates
 of deposit (adjusted for statutory reserve requirements).

      "Change in Control" means (a) the acquisition of ownership, directly or
 indirectly, beneficially or of  record, by any Person  or group (within  the
 meaning of  the  Securities  Exchange Act  of  1934  and the  rules  of  the
 Securities and  Exchange Commission  thereunder as  in  effect on  the  date
 hereof), of  shares  representing more  than  30% of  either  the  aggregate
 ordinary voting  power or  the aggregate  equity  value represented  by  the
 issued and outstanding capital  stock of the Borrower;  (b) occupation of  a
 majority of the seats (other than vacant seats) on the board of directors of
 the Borrower  by Persons  who were  neither (i) nominated  by the  board  of
 directors of the Borrower nor (ii) appointed  by directors so nominated;  or
 (c) the acquisition of  direct or indirect  Control of the  Borrower by  any
 Person or group.

      "Change in Law" means (a) the adoption  of any law, rule or  regulation
 after the  date  of this  Agreement,  (b) any change  in  any law,  rule  or
 regulation  or  in  the  interpretation   or  application  thereof  by   any
 Governmental Authority after the date of this Agreement or (c) compliance by
 any Lender or the Issuing Bank (or, for purposes of Section 3.01(b), by  any
 lending office of  such Lender  or by such  Lender's or  the Issuing  Bank's
 holding company, if any) with any  request, guideline or directive  (whether
 or not having the force of law) of any Governmental Authority made or issued
 after the date of this Agreement.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
 time.

      "Collateral" has the meaning specified in Section 4.01.

      "Commitment" means, with respect to each Lender, the commitment of such
 Lender to make Revolving Loans and  to acquire participations in Letters  of
 Credit hereunder,  expressed as an amount representing the maximum aggregate
 amount of  such  Lender's  Revolving  Credit  Exposure  hereunder,  as  such
 commitment may be (a) reduced from time to time pursuant to Section 2.06 and
 (b) reduced or increased from time to time pursuant to assignments by or  to
 such Lender pursuant to Section 12.04.  The initial amount of each  Lender's
 Commitment  is  set  forth  on  Schedule 2.01,  or  in  the  Assignment  and
 Acceptance pursuant to which such Lender shall have assumed its  Commitment,
 as applicable.  The initial aggregate amount of the Lenders' Commitments  is
 $30,000,000.

      "Commitment Fee" means the commitment  fee payable pursuant to  Section
 2.09.

      "Company" means REZ,  Inc. (formerly  known as  REZsolutions, Inc.),  a
 Delaware corporation.

      "Compliance Certificate" means a certificate of a Financial Officer  of
 the Borrower, in the form of Exhibit "G" hereto.

      "Consolidated Fixed Charge Coverage Ratio" means, as of the last day of
 any fiscal quarter  of the Borrower,  the ratio of  (a) EBITDA less  Capital
 Expenditures for the 12-month period ending on such day to (b) cash interest
 expense of the Borrower and its Subsidiaries for the 12-month period  ending
 on such day.
      "Consolidated Leverage Ratio" means, as of  the last day of any  fiscal
 quarter of the Borrower, the ratio  of (a) (i) Indebtedness of Borrower  and
 its Subsidiaries on  a consolidated basis  as of such  last day, minus  (ii)
 Deposit Liabilities  as of  such last  day, and  minus (iii)  the amount  of
 obligations in respect of Hedging Agreements as of such last day, determined
 as provided in clause (m) of  the definition of "Indebtedness" set forth  in
 this Section 1.01, to (b) EBITDA for the 12-month period ending on such day,
 as adjusted for Acquisitions  as hereinafter provided.   Until Borrower  has
 delivered financial statements pursuant to Section 7.01 for four full fiscal
 quarters of  Borrower after  the date  of  consummation of  any  Acquisition
 (including the Acquisition of the Company), EBITDA for such 12-month  period
 shall be  adjusted on  a pro  forma basis  consistent with  GAAP to  include
 historical EBITDA  of  the  Person acquired  pursuant  to  such  Acquisition
 (calculated in accordance with  the definition of EBITDA  set forth in  this
 Section 1.01 based  on audited financial  statements of such  Person) as  if
 such Acquisition had occurred on the first day of such 12-month period.

      "Consolidated Liquidity"  means  (a)  the  total  amount  of  cash  and
 Permitted Investments  of the  Borrower and  the Subsidiaries  that are  not
 subject to any Lien,  minus (b) the total amount of Deposit Liabilities.

      "Control" means the possession, directly or indirectly, of the power to
 direct or cause  the direction of  the management or  policies of a  Person,
 whether through  the  ability  to exercise  voting  power,  by  contract  or
 otherwise.    "Controlling"  and  "Controlled"  have  meanings   correlative
 thereto.

      "Contribution and Indemnification Agreement"  means a contribution  and
 indemnification  agreement   of  the   Borrower  and   each  Guarantor,   in
 substantially  the  form  of  Exhibit "E",  as  the  same  may  be  amended,
 supplemented, or modified from time to time.

      "Default" means any event  or condition which  constitutes an Event  of
 Default or which upon notice, lapse of  time or both would, unless cured  or
 waived, become an Event of Default.

      "Deposit Liabilities" means (a) any and all obligations of Borrower  or
 any Subsidiary with respect to deposits received for hotel reservations, and
 (b) any and all deposits and prepaid fees paid under agreements between  the
 Borrower or any Subsidiary and their respective customers.

      "Disclosed Matters" means  the actions, suits  and proceedings and  the
 environmental matters disclosed in Schedule 5.06.

      "dollars" or  "$"  refers to  lawful  money  of the  United  States  of
 America.

      "EBITDA"  means,  for  each  period   of  determination,  the  sum   of
 (a) consolidated net income of  the Borrower and  its Subsidiaries for  such
 period (whether positive or  negative), plus, (b) each  of the following  to
 the extent actually deducted in arriving at consolidated net income for such
 period and  without  duplication:  depreciation,  amortization,  taxes,  and
 interest expense of the Borrower and its Subsidiaries for such period,  plus
 (c) to the extent actually deducted  in arriving at consolidated net  income
 for such  period  and  without duplication,  nonrecurring  expenses  of  the
 Acquisition of the  Company and any  other Acquisition  after the  Effective
 Date.

      "Effective Date" means the  date on which  the conditions specified  in
 Section 6.01 are satisfied (or waived in accordance with Section 12.02).

      "Environmental  Laws"  means  all  laws,  rules,  regulations,   codes,
 ordinances, orders,  decrees,  judgments, injunctions,  notices  or  binding
 agreements  issued,  promulgated  or   entered  into  by  any   Governmental
 Authority,  relating  in  any  way  to  the  environment,  preservation   or
 reclamation of  natural resources,  the  management, release  or  threatened
 release of any Hazardous Material or to health and safety matters.

      "Environmental Liability" means any liability, contingent or  otherwise
 (including any liability  for damages, costs  of environmental  remediation,
 fines, penalties or  indemnities), of the  Borrower, any  Subsidiary or  the
 Company directly or indirectly resulting from or based upon (a) violation of
 any Environmental Law,  (b) the generation,  use, handling,  transportation,
 storage, treatment or disposal of  any Hazardous Materials, (c) exposure  to
 any Hazardous  Materials,  (d) the  release or  threatened  release  of  any
 Hazardous Materials into the environment  or (e) any contract, agreement  or
 other consensual  arrangement  pursuant to  which  liability is  assumed  or
 imposed with respect to any of the foregoing.

      "Equity  Interests"  means   shares  of   capital  stock,   partnership
 interests, membership interests in  a limited liability company,  beneficial
 interests in a trust or other equity ownership interests in a Person.

      "ERISA" means the Employee Retirement Income  Security Act of 1974,  as
 amended from time to time.

      "ERISA  Affiliate"  means  any  trade  or  business  (whether  or   not
 incorporated) that,  together with  the Borrower,  is  treated as  a  single
 employer under Section 414(b) or (c) of the Code or, solely for purposes  of
 Section 302 of ERISA  and Section 412 of  the Code, is  treated as a  single
 employer under Section 414 of the Code.

      "ERISA  Event"  means  (a) any   "reportable  event",  as  defined   in
 Section 4043 of ERISA or the regulations issued thereunder with respect to a
 Plan (other than  an event for  which the 30-day  notice period is  waived);
 (b) the existence  with  respect to  any  Plan of  an  "accumulated  funding
 deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
 whether or not waived; (c) the filing pursuant to Section 412(d) of the Code
 or Section 303(d) of  ERISA of an  application for a  waiver of the  minimum
 funding standard  with  respect  to any  Plan;  (d) the  incurrence  by  the
 Borrower or any of its ERISA  Affiliates of any liability under Title IV  of
 ERISA with respect to  the termination of any  Plan; (e) the receipt by  the
 Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
 notice relating to an intention to terminate any Plan or Plans or to appoint
 a trustee to administer any Plan; (f) the incurrence by the Borrower or  any
 of its ERISA Affiliates of any  liability with respect to the withdrawal  or
 partial withdrawal from any Plan or  Multiemployer Plan; or (g) the  receipt
 by the Borrower or any ERISA Affiliate of any notice, or the receipt by  any
 Multiemployer Plan from the Borrower or  any ERISA Affiliate of any  notice,
 concerning the imposition of Withdrawal Liability or a determination that  a
 Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
 within the meaning of Title IV of ERISA.

      "Eurodollar", when used in reference to  any Loan or Borrowing,  refers
 to whether such Loan,  or the Loans comprising  such Borrowing, are  bearing
 interest at a rate determined by reference to the Adjusted LIBO Rate.

      "Event of Default" has the meaning assigned to such term in Article X.

      "Excluded Taxes" means, with respect  to the Administrative Agent,  any
 Lender, the Issuing Bank or any other recipient of any payment to be made by
 or on account  of any obligation  of the Borrower  hereunder, (a) income  or
 franchise taxes imposed on (or  measured by) its net  income  by the  United
 States of  America, or  by the  jurisdiction under  the laws  of which  such
 recipient is organized or  in which its principal  office is located or,  in
 the case of any Lender, in  which its applicable lending office is  located,
 (b) any branch profits taxes imposed by the United States of America or  any
 similar tax  imposed by  any other  jurisdiction in  which the  Borrower  is
 located and (c) in  the case  of a Foreign  Lender (other  than an  assignee
 pursuant  to  a  request  by   the  Borrower  under  Section 2.13(b)),   any
 withholding tax that is imposed on amounts payable to such Foreign Lender at
 the time  such  Foreign  Lender  becomes  a  party  to  this  Agreement  (or
 designates a new lending office) or is attributable to such Foreign Lender's
 failure to  comply with  Section 2.11(e), except  to  the extent  that  such
 Foreign Lender  (or its  assignor, if  any)  was entitled,  at the  time  of
 designation of a new lending office  (or assignment), to receive  additional
 amounts from the Borrower with respect  to such withholding tax pursuant  to
 Section 2.11(a).

      "Federal Funds Effective Rate" means, for any day, the weighted average
 (rounded upwards, if necessary,  to the next  1/100 of 1%)  of the rates  on
 overnight Federal funds  transactions with  members of  the Federal  Reserve
 System  arranged  by  Federal  funds  brokers,  as  published  on  the  next
 succeeding Business Day by the Federal Reserve Bank of New York, or, if such
 rate is not so  published for any day  that is a  Business Day, the  average
 (rounded upwards, if necessary, to the  next 1/100 of 1%) of the  quotations
 for such day for such transactions received by the Administrative Agent from
 three Federal funds brokers of recognized standing selected by it.

      "Financial  Officer"  means  the  chief  financial  officer,  principal
 accounting officer, treasurer or controller of the Borrower.

      "Foreign Lender" means any Lender that is organized under the laws of a
 jurisdiction other than that in which the Borrower is located.  For purposes
 of this definition, the United States of America, each State thereof and the
 District of Columbia shall be deemed to constitute a single jurisdiction.

      "Foreign Subsidiary" means any Subsidiary that is  organized under  the
 laws of a jurisdiction other than the United States of America or any  state
 thereof or the District of Columbia.

      "GAAP" means  generally accepted  accounting principles  in the  United
 States of America.

      "Governmental Authority" means the government  of the United States  of
 America, any  other nation  or any  political subdivision  thereof,  whether
 state or local, and any agency, authority, instrumentality, regulatory body,
 court, central  bank  or  other entity  exercising  executive,  legislative,
 judicial, taxing, regulatory  or administrative  powers or  functions of  or
 pertaining to government.

      "Guarantee" of or by any Person (the "guarantor") means any obligation,
 contingent or  otherwise,  of  the  guarantor  guaranteeing  or  having  the
 economic effect of guaranteeing any Indebtedness or other obligation of  any
 other Person  (the "primary  obligor") in  any manner,  whether directly  or
 indirectly, and  including  any  obligation  of  the  guarantor,  direct  or
 indirect, (a) to  purchase  or pay  (or  advance  or supply  funds  for  the
 purchase or payment of) such Indebtedness or other obligation or to purchase
 (or to advance or  supply funds for  the purchase of)  any security for  the
 payment thereof, (b) to purchase or  lease property, securities or  services
 for the  purpose  of  assuring  the owner  of  such  Indebtedness  or  other
 obligation of the payment thereof,  (c) to maintain working capital,  equity
 capital or  any other  financial statement  condition  or liquidity  of  the
 primary obligor so as to enable the primary obligor to pay such Indebtedness
 or other obligation or (d) as an account  party in respect of any letter  of
 credit or  letter  of  guaranty  issued  to  support  such  Indebtedness  or
 obligation; provided, that the term Guarantee shall not include endorsements
 for collection or deposit in the ordinary course of business.
      "Guarantors" means all of  the Subsidiaries of the  Borrower as of  the
 Effective Date (except  any Foreign  Subsidiary) and  each other  Subsidiary
 that at any time executes a  Guaranty in favor of the Administrative  Agent,
 the Issuing Bank and the Lenders, including the Company.

      "Guaranty" means the guaranty agreement of  each Guarantor in favor  of
 the Administrative Agent, the Issuing Bank and the Lenders, in substantially
 the form of Exhibit "D" hereto, as the same may be amended, supplemented, or
 modified from time to time.

      "Hazardous Materials"  means all explosive or radioactive substances or
 wastes and all hazardous  or toxic substances,  wastes or other  pollutants,
 including  petroleum  or   petroleum  distillates,   asbestos  or   asbestos
 containing materials, polychlorinated  biphenyls, radon  gas, infectious  or
 medical wastes and all  other substances or wastes  of any nature  regulated
 pursuant to any Environmental Law.

      "Hedging Agreement"  means  any  interest  rate  protection  agreement,
 foreign currency exchange agreement, commodity price protection agreement or
 other  interest  or  currency  exchange  rate  or  commodity  price  hedging
 arrangement.

      "Indebtedness"  of  any  Person  means,  without  duplication,  (a) all
 obligations of such Person for borrowed money or with respect to deposits or
 advances of any kind, (b) all obligations of such Person evidenced by bonds,
 debentures, notes or similar instruments, (c) all obligations of such Person
 upon which interest  charges are  customarily paid,  (d) all obligations  of
 such Person  under  conditional sale  or  other title  retention  agreements
 relating to property acquired  by such Person,  (e) all obligations of  such
 Person in respect  of the deferred  purchase price of  property or  services
 (excluding current  accounts  payable incurred  in  the ordinary  course  of
 business), (f) all  Indebtedness of  others secured  by  (or for  which  the
 holder of such Indebtedness has an existing right, contingent or  otherwise,
 to be secured by)  any Lien on  property owned or  acquired by such  Person,
 whether or not the  Indebtedness secured thereby  has been assumed,  (g) all
 Guarantees by such Person of Indebtedness  of others, (h) all Capital  Lease
 Obligations of such Person, (i) all obligations, contingent or otherwise, of
 such Person as an account party in respect of letters of credit and  letters
 of guaranty, (j) all obligations, contingent or otherwise, of such Person in
 respect of bankers' acceptances,  (k) all reimbursement obligations of  such
 Person (whether contingent or  otherwise) in respect  of letters of  credit,
 bankers' acceptances, surety or other bonds and similar instruments, (l) all
 liabilities of such Person in respect of unfunded vested benefits under  any
 Plan  and  (m) payment  obligations  with  respect  to  Hedging  Agreements,
 provided that for purposes of this definition, the amount of the  obligation
 of any Person under any Hedging Agreement shall be the amount determined, in
 respect thereof as of the end of  the most recently ended fiscal quarter  of
 such Person,  based  on  the assumption  that  such  Hedging  Agreement  has
 terminated  at  the  end  of  such  fiscal  quarter,  and  in  making   such
 determination, if such Hedging Agreement provides for the netting of amounts
 payable by and to  each party thereto or  if any Hedging Agreement  provides
 for the simultaneous payment of amounts by  and to each party, then in  each
 such case,  the  amount  of such  obligation  shall  be the  net  amount  so
 determined.  The Indebtedness of any  Person shall include the  Indebtedness
 of any other  entity (including any  partnership in which  such Person is  a
 general partner) to the extent such Person is liable therefor as a result of
 such Person's ownership interest in or other relationship with such  entity,
 except to the extent the terms of such Indebtedness provide that such Person
 is not liable therefor.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.
      "Interest Election Request" means a request by the Borrower to  convert
 or continue a Borrowing in accordance with Section 2.05.

      "Interest Payment Date"  means (a) with respect  to any  ABR Loan,  the
 last day of each March, June, September and December and (b) with respect to
 any Eurodollar Loan, the last day  of the Interest Period applicable to  the
 Borrowing of which  such Loan is  a part and,  in the case  of a  Eurodollar
 Borrowing with an Interest Period of more than three months' duration,  each
 day prior to the last day of  such Interest Period that occurs at  intervals
 of three months' duration after the first day of such Interest Period.

      "Interest Period" means, with respect to any Eurodollar Borrowing,  the
 period  commencing  on  the  date  of  such  Borrowing  and  ending  on  the
 numerically corresponding day in the calendar month that is one, two,  three
 or six months  thereafter, as  the Borrower  may elect,  and provided,  that
 (i) if any Interest Period  would end on  a day other  than a Business  Day,
 such Interest Period shall be extended  to the next succeeding Business  Day
 unless such next  succeeding Business Day  would fall in  the next  calendar
 month, in which case  such Interest Period shall  end on the next  preceding
 Business Day  and  (ii) any  Interest Period  that  commences  on  the  last
 Business Day  of a  calendar  month (or  on  a day  for  which there  is  no
 numerically corresponding day in  the last calendar  month of such  Interest
 Period) shall end on  the last Business  Day of the  last calendar month  of
 such Interest  Period.    For  purposes hereof,  the  date  of  a  Borrowing
 initially shall be the date on  which such Borrowing is made and  thereafter
 shall be the effective date of the most recent conversion or continuation of
 such Borrowing.

      "Issuing Bank" means The Chase Manhattan  Bank, in its capacity as  the
 issuer of Letters of Credit hereunder,  and its successors in such  capacity
 as provided in Section  2.14(i).  The Issuing  Bank may, in its  discretion,
 arrange for one or more Letters of Credit to be issued by Affiliates of  the
 Issuing Bank, in which case the  term "Issuing Bank" shall include any  such
 Affiliate with respect to Letters of Credit issued by such Affiliate.

      "LC Disbursement" means a payment made by the Issuing Bank pursuant  to
 a Letter of Credit.

      "LC Exposure" means, at any time, the sum of (a) the aggregate  undrawn
 amount of  all outstanding  Letters  of Credit  at  such time  plus  (b) the
 aggregate amount of all LC Disbursements  that have not yet been  reimbursed
 by or on behalf of the Borrower at such time.  The LC Exposure of any Lender
 at any time shall be its  Applicable Percentage of the total LC Exposure  at
 such time.

      "Lenders" means  the  Persons listed  on  Schedule 2.01 and  any  other
 Person that shall have become a  party hereto pursuant to an Assignment  and
 Acceptance, other than  any such  Person that ceases  to be  a party  hereto
 pursuant to an Assignment and Acceptance.

      "Letter of Credit" means any letter  of credit issued pursuant to  this
 Agreement.

      "LIBO Rate" means,  with respect to  any Eurodollar  Borrowing for  any
 Interest Period, the rate appearing on Page 3750 of the Telerate Service (or
 on any successor or substitute page of such Service, or any successor to  or
 substitute for such Service, providing  rate quotations comparable to  those
 currently provided  on such  page  of such  Service,  as determined  by  the
 Administrative Agent from time to time for purposes of providing  quotations
 of interest  rates applicable  to dollar  deposits in  the London  interbank
 market) at approximately 11:00 a.m., London time, two Business Days prior to
 the commencement of such  Interest Period, as the  rate for dollar  deposits
 with a maturity comparable to such Interest Period.  In the event that  such
 rate is not available at such time for any reason, then the "LIBO Rate" with
 respect to such Eurodollar Borrowing for  such Interest Period shall be  the
 rate at which dollar deposits of $5,000,000 and for a maturity comparable to
 such Interest  Period are  offered by  the principal  London office  of  the
 Administrative Agent in immediately available funds in the London  interbank
 market at approximately 11:00 a.m., London time, two Business Days prior  to
 the commencement of such Interest Period.

      "Lien" means,  with respect  to any  asset, (a) any  mortgage, deed  of
 trust, lien, pledge, hypothecation, encumbrance, charge or security interest
 in, on or of such asset, (b) the interest of a vendor or a lessor under  any
 conditional sale agreement, capital lease  or title retention agreement  (or
 any financing lease having substantially the same economic effect as any  of
 the foregoing) relating to such asset and (c) in the case of securities, any
 purchase option, call or similar right of a third party with respect to such
 securities.

      "Loan  Documents"  means  this  Agreement  and  all  promissory  notes,
 security agreements, pledge agreements, deeds of trust, assignments, letters
 of  credit,  letter  of   credit  applications,  guaranties,   intercreditor
 agreements, collateral sharing agreements, and other instruments, documents,
 and agreements executed and delivered pursuant to or in connection with this
 Agreement, as such  instruments, documents, and  agreements may be  amended,
 modified, renewed, extended, or supplemented from time to time.

      "Loans" means the loans made by the Lenders to the Borrower pursuant to
 this Agreement.

      "Material Adverse Effect"  means a material  adverse effect on  (a) the
 business, assets, operations  or condition, financial  or otherwise, of  the
 Borrower and  the Subsidiaries  taken as  a whole,  (b) the ability  of  the
 Borrower or any Guarantor to pay and perform any of the Obligations, (c) any
 of the rights  of or  benefits available  to the  Administrative Agent,  the
 Issuing Bank and the Lenders under this  Agreement or any of the other  Loan
 Documents, or (d) the validity or enforceability of this Agreement or any of
 the other  Loan Documents.    For purposes  of  Article V hereof,  the  term
 "Subsidiaries" as  used within  the definition  of Material  Adverse  Effect
 includes the Company.

      "Material Indebtedness" means  Indebtedness (other than  the Loans  and
 Letters of Credit), including obligations in respect of one or more  Hedging
 Agreements, of any one or  more of the Borrower  and its Subsidiaries in  an
 aggregate  principal  amount   exceeding  $1,000,000.     For  purposes   of
 determining Material Indebtedness, the "principal amount" of the obligations
 of the Borrower or any Subsidiary in respect of any Hedging Agreement at any
 time shall be the amount of its payment obligations thereunder determined as
 provided in clause (m) of the definition of "Indebtedness" set forth in this
 Section 1.01.

      "Maturity Date" means March 31, 2002.

      "Maximum Rate" means, at any time  and with respect to any Lender,  the
 maximum rate of interest  under applicable law that  such Lender may  charge
 the Borrower.  The Maximum Rate shall  be calculated in a manner that  takes
 into account any and all fees, payments, and other charges in respect of the
 Loan Documents that constitute interest under  applicable law.  Each  change
 in any  interest  rate provided  for  herein  based upon  the  Maximum  Rate
 resulting from a change in the Maximum Rate shall take effect without notice
 to the  Borrower at  the time  of such  change  in the  Maximum Rate.    For
 purposes of determining  the Maximum Rate  under Texas  law, the  applicable
 rate ceiling  shall be  the weekly  ceiling described  in, and  computed  in
 accordance with, Chapter 303 of the Texas Finance Code.
      "Moody's" means Moody's Investors Service, Inc.

      "Multiemployer  Plan"  means  a   multiemployer  plan  as  defined   in
 Section 4001(a)(3) of ERISA.

      "Note" means a promissory note of the Borrower payable to the order  of
 a  Lender,  in  substantially  the  form  of  Exhibit "A"  hereto,  and  all
 extensions,  renewals,  and  modifications  thereof  and  all  substitutions
 therefor.

      "Obligations" means all obligations,  indebtedness, and liabilities  of
 the Borrower and  the Subsidiaries, or  any of them,  to the  Administrative
 Agent, the  Issuing Bank,  the Arranger  and the  Lenders, or  any of  them,
 arising pursuant to  any of the  Loan Documents or  Hedging Agreements,  now
 existing or hereafter arising, whether direct, indirect, related, unrelated,
 fixed, contingent, liquidated,  unliquidated, joint, several,  or joint  and
 several, and all interest accruing thereon and all attorneys' fees and other
 expenses incurred in the enforcement or collection thereof.

      "Other Taxes" means any and all present or future stamp or  documentary
 taxes or  any other  excise or  property taxes,  charges or  similar  levies
 arising from any payment made hereunder  or from the execution, delivery  or
 enforcement of, or otherwise with respect to, this Agreement.

      "PBGC" means the Pension Benefit  Guaranty Corporation referred to  and
 defined in ERISA and any successor entity performing similar functions.

      "Permitted Encumbrances" means:

           (d) Liens  imposed by law  for taxes that  are not yet  due or are
      being contested in compliance with Section 7.04;

           (e) carriers',   warehousemen's,    mechanics',     materialmen's,
      repairmen's and  other  like  Liens imposed  by  law,  arising  in  the
      ordinary course  of  business and  securing  obligations that  are  not
      overdue by more than 30 days or are being contested in compliance  with
      Section 7.04;

           (f) pledges  and deposits made in  the ordinary course of business
      in compliance with  workers' compensation,  unemployment insurance  and
      other social security laws or regulations;

           (g) deposits  to secure the performance  of bids, trade contracts,
      leases, statutory  obligations, surety  and appeal  bonds,  performance
      bonds and  other obligations  of a  like nature,  in each  case in  the
      ordinary course of business;

           (h) judgment liens in respect of judgments that do not  constitute
      an Event of Default under clause (k) of Article X; and

           (i) easements, zoning  restrictions,  rights-of-way  and   similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that do not  secure any monetary obligations and  do
      not materially  detract from  the value  of  the affected  property  or
      interfere with the ordinary conduct of business of the Borrower or  any
      Subsidiary;

 provided that the term "Permitted Encumbrances"  shall not include any  Lien
 securing Indebtedness.

      "Permitted Investments" means:

           (j) direct  obligations of,  or obligations  the principal  of and
      interest on which are unconditionally guaranteed by, the United  States
      of America (or by any agency thereof to the extent such obligations are
      backed by the full faith and  credit of the United States of  America),
      in each case  maturing within  one year  from the  date of  acquisition
      thereof;

           (k) investments in commercial paper maturing within 270 days  from
      the  date  of  acquisition  thereof  and   having,  at  such  date   of
      acquisition, the  highest credit  rating obtainable  from S&P  or  from
      Moody's;

           (l) investments in certificates of  deposit, banker's  acceptances
      and time deposits maturing within 180 days from the date of acquisition
      thereof issued  or  guaranteed by  or  placed with,  and  money  market
      deposit accounts  issued or  offered by,  any  domestic office  of  any
      commercial bank  organized  under the  laws  of the  United  States  of
      America or any State thereof which  has a combined capital and  surplus
      and undivided profits of not less than $500,000,000;

           (m) fully collateralized repurchase agreements with a term of  not
      more than  30 days for  securities described  in clause (a)  above  and
      entered into  with  a  financial institution  satisfying  the  criteria
      described in clause (c) above; and

           (n) other investments  of  the  types  specified  as  "appropriate
      investments" as set forth in the  Borrower's investment policy, a  copy
      of which is attached hereto as Schedule 1.01.

      "Person" means  any  natural  person,  corporation,  limited  liability
 company,  trust,   joint   venture,   association,   company,   partnership,
 Governmental Authority or other entity.

      "Plan"  means  any  employee  pension  benefit  plan  subject  to   the
 provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
 ERISA, and in respect of which the  Borrower or any ERISA Affiliate is  (or,
 if such plan were terminated, would under Section 4069 of ERISA be deemed to
 be) an "employer" as defined in Section 3(5) of ERISA.

      "Prime Rate" means the rate of  interest per annum announced from  time
 to time by  The Chase  Manhattan Bank as  its prime  rate in  effect at  its
 principal office in New York  City, each change in  the Prime Rate shall  be
 effective from and  including the date  such change is   announced as  being
 effective.

      "Register" has the meaning set forth in Section 12.04.

      "Related Parties" means,  with respect  to any  specified Person,  such
 Person's Affiliates  and  the  respective  directors,  officers,  employees,
 agents and advisors of such Person and such Person's Affiliates.

      "Required Lenders" means, at any time, Lenders having Revolving  Credit
 Exposures and unused Commitments  representing more than 66%  of the sum  of
 the total Revolving Credit Exposures and unused Commitments at such time.

      "Restricted Payment" means any dividend or other distribution  (whether
 in cash, securities or other property) with respect to any Equity  Interests
 of the  Borrower  or  any  Subsidiary, or  any  payment  (whether  in  cash,
 securities or  other  property),  including  any  sinking  fund  or  similar
 deposit, on account  of the purchase,  redemption, retirement,  acquisition,
 cancellation or termination of any Equity  Interests of the Borrower or  any
 Subsidiary or  any option,  warrant or  other right  to acquire  any  Equity
 Interests of the Borrower or any Subsidiary.
      "Revolving Credit Exposure" means,  with respect to  any Lender at  any
 time, the sum of the outstanding principal amount of such Lender's Revolving
 Loans and its LC Exposure at such time.

      "Revolving Loan" means a Loan made pursuant to Section 2.02 hereof.

      "S&P" means Standard & Poor's.

      "Security Agreement" means the Security  Agreement of the Borrower  and
 the Subsidiaries  (including the  Company) in  favor of  the  Administrative
 Agent for the benefit of the Administrative Agent, the Issuing Bank and  the
 Lenders, in substantially the form of Exhibit "C" hereto, as the same may be
 amended, supplemented or modified from time to time.

      "Solvent" means, as to any Person,  that (a) the aggregate fair  market
 value of its assets exceeds its liabilities, (b) it has sufficient cash flow
 to enable  it to  pay its  Indebtedness as  such Indebtedness  matures,  and
 (c) it does not have unreasonably small capital to conduct its business.

      "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
 numerator of which is  the number one  and the denominator  of which is  the
 number one minus the aggregate of the maximum reserve percentages (including
 any marginal, special,  emergency or supplemental  reserves) expressed as  a
 decimal established  by  the Board  to  which the  Administrative  Agent  is
 subject  for  eurocurrency funding (currently  referred to as  "Eurocurrency
 Liabilities" in Regulation D of the Board).  Such reserve percentages  shall
 include those imposed pursuant to such Regulation D.  Eurodollar Loans shall
 be deemed  to constitute  eurocurrency funding  and to  be subject  to  such
 reserve requirements without benefit of or credit for proration,  exemptions
 or offsets that may be available from time to time to any Lender under  such
 Regulation D or any comparable regulation.  The Statutory Reserve Rate shall
 be adjusted automatically on and as of  the effective date of any change  in
 any reserve percentage.

      "Subordinated Debt" means the indebtedness of Borrower evidenced by the
 Subordinated Note.

      "Subordinated Note" means that certain  promissory note dated April  3,
 2000, executed  by  Borrower  in connection  with  the  Acquisition  of  the
 Company, and payable to the order of Utell International Group Ltd., in  the
 principal amount of $20,000,000.

      "subsidiary" means, with respect  to any Person  (the "parent") at  any
 date, any corporation, limited  liability company, partnership,  association
 or other entity the  accounts of which would  be consolidated with those  of
 the parent  in  the  parent's  consolidated  financial  statements  if  such
 financial statements were prepared in accordance with GAAP as of such  date,
 as well as  any other corporation,  limited liability company,  partnership,
 association or  other  entity (a) of  which  securities or  other  ownership
 interests representing more than 50% of the  equity or more than 50% of  the
 ordinary voting power or, in the case of a partnership, more than 50% of the
 general partnership interests  are, as of  such date,  owned, controlled  or
 held, or (b) that is, as of  such date, otherwise Controlled, by the  parent
 or one or more subsidiaries of the parent or  by the parent and one or  more
 subsidiaries of the parent.

      "Subsidiary" means any subsidiary of the Borrower.  For purposes of the
 representations and warranties made herein on  the Effective Date, the  term
 "Subsidiary" includes each of the Company  and its Subsidiaries, except  for
 clauses (a) and (b) of Section 5.04.
      "Taxes" means any  and all present  or future  taxes, levies,  imposts,
 duties, deductions,  charges or  withholdings  imposed by  any  Governmental
 Authority.

      "Transactions" means  the execution,  delivery and  performance by  the
 Borrower and each Guarantor of this  Agreement and the other Loan  Documents
 to which it  is a party,  the borrowing of  Loans, the use  of the  proceeds
 thereof and the issuance of Letters of Credit hereunder.

      "Type", when used  in reference  to any  Loan or  Borrowing, refers  to
 whether the rate of interest on such  Loan, or on the Loans comprising  such
 Borrowing, is  determined by  reference to  the Adjusted  LIBO Rate  or  the
 Alternate Base Rate.

      "UCC" means the Uniform  Commercial Code as in  effect in the State  of
 Texas.

      "Withdrawal Liability" means  liability to  a Multiemployer  Plan as  a
 result of a complete or partial withdrawal from such Multiemployer Plan,  as
 such terms are defined in Part I of Subtitle E of Title IV of ERISA.

 SECTION 1.02. Terms  Generally.  The definitions of terms herein shall apply
 equally to the singular and plural forms of the terms defined.  Whenever the
 context may require, any pronoun shall include the corresponding  masculine,
 feminine and neuter forms.  The words "include", "includes" and  "including"
 shall be deemed to be followed by the phrase "without limitation".  The word
 "will" shall be construed to  have the same meaning  and effect as the  word
 "shall".  Unless  the context requires  otherwise (a) any  definition of  or
 reference to any  agreement, instrument or  other document  herein shall  be
 construed as referring to  such agreement, instrument  or other document  as
 from time to time  amended, supplemented or  otherwise modified (subject  to
 any restrictions on such amendments, supplements or modifications set  forth
 herein), (b) any  reference  herein to  any  Person shall  be  construed  to
 include such  Person's  successors  and  assigns,  (c) the  words  "herein",
 "hereof" and "hereunder", and words of similar import, shall be construed to
 refer to this Agreement in its entirety and not to any particular  provision
 hereof, (d) all  references  herein  to  Articles,  Sections,  Exhibits  and
 Schedules shall  be construed  to refer  to Articles  and Sections  of,  and
 Exhibits and  Schedules to,  this Agreement  and (e) the  words "asset"  and
 "property" shall be  construed to have  the same meaning  and effect and  to
 refer to  any  and  all  tangible  and  intangible  assets  and  properties,
 including cash, securities, accounts and contract rights.

 SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly provided
 herein, all terms of an accounting or financial nature shall be construed in
 accordance with GAAP, as in effect from time to time; provided that, if  the
 Borrower notifies the  Administrative Agent  that the  Borrower requests  an
 amendment to any  provision hereof  to eliminate  the effect  of any  change
 occurring after the date hereof in GAAP or in the application thereof on the
 operation of such  provision (or if  the Administrative  Agent notifies  the
 Borrower that the  Required Lenders request  an amendment  to any  provision
 hereof for such  purpose), regardless of  whether any such  notice is  given
 before or after such change in GAAP or in the application thereof, then such
 provision shall be interpreted on the basis of GAAP as in effect and applied
 immediately before  such change  shall have  become  effective until    such
 notice shall have been  withdrawn or such provision   amended in  accordance
 herewith.


                                 ARTICLE II

                                 The Credits

 SECTION 2.01  Commitments.
                        Subject to the terms and conditions set forth herein,
 each Lender agrees to make Revolving Loans to the Borrower from time to time
 during the Availability Period  in an aggregate  principal amount that  will
 not result in  (a) such Lender's  Revolving Credit  Exposure exceeding  such
 Lender's Commitment, or (b) the sum of the total Revolving Credit  Exposures
 exceeding the total Commitments.  Within the foregoing limits and subject to
 the terms and conditions set forth  herein, the Borrower may borrow,  prepay
 and reborrow Revolving Loans.

 SECTION 2.02. Loans and Borrowings.

           (a) Each Revolving  Loan shall  be made  as  part of  a  Borrowing
 consisting of Revolving Loans made by the Lenders ratably in accordance with
 their respective Commitments.   The failure of any  Lender to make any  Loan
 required to  be  made by  it  shall not  relieve  any other  Lender  of  its
 obligations hereunder;  provided that  the Commitments  of the  Lenders  are
 several and no Lender shall be responsible for any other Lender's failure to
 make Loans as required.

           (b) Subject to Sections 3.02, 3.03 and 3.04, each Borrowing  shall
 be comprised entirely of ABR Loans  or Eurodollar Loans as the Borrower  may
 request in accordance  herewith.   Each Lender at  its option  may make  any
 Eurodollar Loan by causing  any domestic or foreign  branch or Affiliate  of
 such Lender to  make such Loan;  provided that any  exercise of such  option
 shall not  affect the  obligation of  the  Borrower to  repay such  Loan  in
 accordance with the terms of this Agreement.

           (c) At the commencement of each Interest Period for any Eurodollar
 Borrowing, such  Borrowing  shall be  in  an  aggregate amount  that  is  an
 integral multiple of  $500,000  and not less than  $1,000,000.  At the  time
 that each ABR  Borrowing is made,  such Borrowing shall  be in an  aggregate
 amount that is an integral multiple of $500,000 and not less than $1,000,000
 provided that an ABR Borrowing may be  in an aggregate amount that is  equal
 to the entire unused balance of the total Commitments or that is required to
 finance  the  reimbursement  of  an  LC  Disbursement  as  contemplated   by
 Section 2.14(e).  Borrowings of more than one Type may be outstanding at the
 same time; provided that there shall not at any time be more than a total of
 three Eurodollar Borrowings outstanding.

           (d) Notwithstanding any  other provision  of this  Agreement,  the
 Borrower shall  not  be entitled  to  request, or  to  elect to  convert  or
 continue, any  Borrowing  if  the Interest  Period  requested  with  respect
 thereto would end after the Maturity Date.

 SECTION 2.03.  Requests for Borrowings. To request a Borrowing, the Borrower
 shall notify the Administrative  Agent of such  request by telephone  (a) in
 the case of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas
 time, three  Business Days  before the  date of  the proposed  Borrowing  or
 (b) in the case  of an  ABR Borrowing,  not later  than 11:00 a.m.,  Dallas,
 Texas time, on the same Business Day as the date of the proposed  Borrowing,
 provided  that  any  such  notice  of  an  ABR  Borrowing  to  finance   the
 reimbursement of an LC Disbursement  as contemplated by Section 2.14(e)  may
 be given not later than 10:00 a.m., Dallas,  Texas time, on the date of  the
 proposed Borrowing.    Each  such  telephonic  Borrowing  Request  shall  be
 irrevocable and shall be confirmed promptly by hand delivery or telecopy  to
 the Administrative  Agent of  a  written Borrowing  Request  by means  of  a
 Borrowing Request Form  signed by the  Borrower.  Each  such telephonic  and
 written  Borrowing  Request  shall  specify  the  following  information  in
 compliance with Section 2.02:

                (i)  the aggregate amount of the requested Borrowing;

                (ii) the date of such  Borrowing, which shall  be a  Business
                     Day;

                (iii) whether such Borrowing is to be  an ABR Borrowing or  a
           Eurodollar Borrowing;

                (iv) in  the case  of a  Eurodollar  Borrowing,  the  initial
           Interest Period to be applicable thereto, which shall be a  period
           contemplated by the definition of the term "Interest Period"; and

                (v) the location  and number  of  the Borrower's  account  to
           which funds  are to  be disbursed,  which  shall comply  with  the
           requirements of Section 2.04.

 If no election as to the Type of Borrowing is specified, then the  requested
 Borrowing shall be  an ABR Borrowing.   If no  Interest Period is  specified
 with respect to any requested Eurodollar Borrowing, then the Borrower  shall
 be deemed  to have  selected an  Interest Period  of one  month's  duration.
 Promptly following receipt of a   Borrowing Request in accordance with  this
 Section, the Administrative Agent  shall advise each  Lender of the  details
 thereof and of the amount of  such Lender's Loan to be  made as part of  the
 requested Borrowing.

 SECTION 2.04. Funding of Borrowings.

           (a) Each Lender shall make each Loan to be made by it hereunder on
 the proposed date thereof by wire transfer of immediately available funds by
 2:00 p.m., Dallas, Texas time,  to the account  of the Administrative  Agent
 most recently designated by  it for such purpose  by notice to the  Lenders.
 The Administrative Agent will make such  Loans available to the Borrower  by
 promptly crediting the amounts so received, in like funds, to an account  of
 the Borrower maintained with the Administrative  Agent in Dallas, Texas  and
 designated by the  Borrower in  the applicable  Borrowing Request;  provided
 that ABR Loans made  to finance the reimbursement  of an LC Disbursement  as
 provided in Section 2.14(e) shall be remitted by the Administrative Agent to
 the Issuing Bank.

           (b) Unless the  Administrative Agent  shall have  received  notice
 from a Lender prior to the proposed  date of any Borrowing that such  Lender
 will not make available to the  Administrative Agent such Lender's share  of
 such Borrowing, the  Administrative Agent may  assume that  such Lender  has
 made such share available on such  date in accordance with paragraph (a)  of
 this Section and may,  in reliance upon such  assumption, make available  to
 the Borrower a corresponding amount.  In such event, if a Lender has not  in
 fact  made  its  share  of  the   applicable  Borrowing  available  to   the
 Administrative Agent, then the applicable Lender and the Borrower  severally
 agree  to  pay  to  the  Administrative  Agent  forthwith  on  demand   such
 corresponding amount with interest thereon, for each day from and  including
 the date such amount is made available to the Borrower to but excluding  the
 date of payment  to the  Administrative Agent, at  (i) in the  case of  such
 Lender, the  greater  of  the  Federal  Funds  Effective  Rate  and  a  rate
 determined by the Administrative Agent  in accordance with banking  industry
 rules on interbank  compensation or (ii) in  the case of  the Borrower,  the
 interest rate applicable to ABR Loans.   If such Lender pays such amount  to
 the Administrative Agent,  then such amount  shall constitute such  Lender's
 Loan included in such Borrowing.

 SECTION 2.05. Interest Elections.

           (a) Each Borrowing initially shall be of the Type specified in the
 applicable Borrowing Request  and, in the  case of  a Eurodollar  Borrowing,
 shall have  an  initial  Interest Period  as  specified  in  such  Borrowing
 Request.  Thereafter, the Borrower may elect to convert such Borrowing to  a
 different Type  or  to  continue  such  Borrowing and,  in  the  case  of  a
 Eurodollar Borrowing, may elect Interest  Periods therefor, all as  provided
 in this Section.  The Borrower  may elect different options with respect  to
 different portions  of  the affected  Borrowing,  in which  case  each  such
 portion shall  be allocated  ratably among  the  Lenders holding  the  Loans
 comprising such Borrowing, and the Loans comprising each such portion  shall
 be considered a separate Borrowing.

           (b) To make an  election pursuant  to this  Section, the  Borrower
 shall notify the Administrative Agent of  such election by telephone by  the
 time that a Borrowing  Request would be required  under Section 2.03 if  the
 Borrower were  requesting  a  Borrowing of  the  Type  resulting  from  such
 election to be  made on  the effective  date of  such election.   Each  such
 telephonic Interest  Election  Request shall  be  irrevocable and  shall  be
 confirmed promptly by hand delivery or telecopy to the Administrative  Agent
 of a written Interest Election Request by means of a Borrowing Request  Form
 signed by the Borrower.

           (c) Each telephonic and  written Interest  Election Request  shall
 specify the following information in compliance with Section 2.02 and 2.03:

                (i) the Borrowing  to which  such Interest  Election  Request
           applies and, if different options  are being elected with  respect
           to  different  portions  thereof,  the  portions  thereof  to   be
           allocated  to  each  resulting   Borrowing  (in  which  case   the
           information to  be specified  pursuant to  clauses (iii) and  (iv)
           below shall be specified for each resulting Borrowing);

                (ii) the effective date of the election made pursuant to such
           Interest Election Request, which shall be a Business Day;

                (iii) whether the  resulting  Borrowing  is  to  be  an   ABR
           Borrowing or a Eurodollar Borrowing; and

                (iv) if the resulting  Borrowing is  a Eurodollar  Borrowing,
           the Interest Period to be  applicable thereto after giving  effect
           to such  election, which  shall be  a period  contemplated by  the
           definition of the term "Interest Period".

 If any such Interest  Election Request requests  a Eurodollar Borrowing  but
 does not specify an  Interest Period, then the  Borrower shall be deemed  to
 have selected an Interest Period of one month's duration.

           (d) Promptly following receipt  of an  Interest Election  Request,
 the Administrative Agent shall advise each Lender of the details thereof and
 of such Lender's portion of each resulting Borrowing.

           (e) If the Borrower fails  to deliver a  timely Interest  Election
 Request with  respect to  a Eurodollar  Borrowing prior  to the  end of  the
 Interest Period applicable thereto, then, unless such Borrowing is repaid as
 provided herein, at the end of such Interest Period such Borrowing shall  be
 converted to  an  ABR Borrowing.    Notwithstanding any  contrary  provision
 hereof, if  an Event  of Default  has  occurred and  is continuing  and  the
 Administrative Agent, at the  request of the  Required Lenders, so  notifies
 the Borrower, then,  so long  as an Event  of Default  is continuing  (i) no
 outstanding Borrowing  may be  converted to  or  continued as  a  Eurodollar
 Borrowing  and  (ii) unless  repaid,  each  Eurodollar  Borrowing  shall  be
 converted to an ABR Borrowing at  the end of the Interest Period  applicable
 thereto.


 SECTION 2.06. Termination and Reduction of Commitments.

           (a) Unless previously terminated, the Commitments shall  terminate
 on the Maturity Date.

           (b) The Borrower may at any time terminate,  or from time to  time
 reduce, the Commitments; provided that (i) each reduction of the Commitments
 shall be in an  amount that is  an integral multiple  of $1,000,000 and  not
 less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the
 Commitments if,  after giving  effect to  any concurrent  prepayment of  the
 Loans in accordance with Section 2.08, the Revolving Credit Exposures  would
 exceed the total Commitments.

           (c) The Borrower  shall notify  the  Administrative Agent  of  any
 election to terminate or reduce the Commitments under paragraph (b) of  this
 Section at least  three Business Days  prior to the  effective date of  such
 termination or reduction,  specifying such election  and the effective  date
 thereof.  Promptly following receipt of any notice, the Administrative Agent
 shall advise the Lenders of the contents thereof.  Each notice delivered  by
 the Borrower pursuant to this Section shall be irrevocable; provided that  a
 notice of termination of the Commitments delivered by the Borrower may state
 that such  notice is  conditioned upon  the  effectiveness of  other  credit
 facilities, in which  case such notice  may be revoked  by the Borrower  (by
 notice to the Administrative  Agent on or prior  to the specified  effective
 date) if such condition is not  satisfied.  Any termination or reduction  of
 the Commitments shall be permanent.  Each reduction of the Commitments shall
 be made  ratably  among the  Lenders  in accordance  with  their  respective
 Commitments.

 SECTION 2.07.  Repayment of Loans; Evidence of Debt.

           (a) The Borrower hereby  unconditionally promises  to pay  to  the
 Administrative Agent  for  the  account  of  each  Lender  the  then  unpaid
 principal amount of each Revolving Loan on the Maturity Date.

           (b) Each Lender  shall  maintain  in  accordance  with  its  usual
 practice an account or accounts evidencing the indebtedness of the  Borrower
 to such Lender resulting from each  Loan made by such Lender, including  the
 amounts of principal and interest payable and paid to such Lender from  time
 to time hereunder.

           (c) The Administrative Agent shall maintain  accounts in which  it
 shall record (i) the amount  of each Loan made  hereunder, the Type  thereof
 and the Interest Period applicable thereto, (ii) the amount of any principal
 or interest due and payable or to  become due and payable from the  Borrower
 to each Lender  hereunder and (iii) the  amount of any  sum received by  the
 Administrative Agent  hereunder for  the account  of  the Lenders  and  each
 Lender's share thereof.

           (d) The entries  made  in  the  accounts  maintained  pursuant  to
 paragraph (b) or (c) of this  Section shall be prima  facie evidence of  the
 existence and amounts of the obligations recorded therein; provided that the
 failure of any Lender or the Administrative Agent to maintain such  accounts
 or any error therein shall  not in any manner  affect the obligation of  the
 Borrower to repay the Loans in accordance with the terms of this Agreement.

           (e) The obligation of the Borrower to repay each Lender for  Loans
 made by  such Lender  and interest  thereon  shall be  evidenced by  a  Note
 executed by  the Borrower,  payable to  the  order of  such Lender,  in  the
 principal amount  of such  Lender's  Commitment as  in  effect on  the  date
 hereof, and initially dated the date hereof.

 SECTION 2.08.  Prepayment of Loans.

           (a) The Borrower shall have the right at any time and from time to
 time to prepay any Borrowing in whole or in part, subject to prior notice in
 accordance with paragraph (b) of this Section.

           (b) The  Borrower  shall  notify   the  Administrative  Agent   by
 telephone  (confirmed  by  telecopy)  of  any  prepayment  of  a  Eurodollar
 Borrowing that will be made before  the last day of the applicable  Interest
 Period and  shall  pay all  amounts  required  to be  paid  by  Section 3.05
 concurrently with such  prepayment.  Such  notice shall be  given not  later
 than 11:00 a.m., Dallas, Texas time, on  the date of prepayment.  Each  such
 notice shall be irrevocable  and shall specify the  prepayment date and  the
 principal amount  of  each  Borrowing or  portion  thereof  to  be  prepaid;
 provided that,  if a  notice of  prepayment is  given in  connection with  a
 conditional notice  of termination  of the  Commitments as  contemplated  by
 Section 2.06, then such notice of prepayment  may be revoked if such  notice
 of termination  is  revoked  in  accordance  with  Section 2.06.    Promptly
 following receipt of any such notice, the Administrative Agent shall  advise
 the Lenders  of  the contents  thereof.    Each partial  prepayment  of  any
 Borrowing shall be in an amount  that would be permitted  in the case of  an
 advance of a Borrowing of the same  Type as provided in Section 2.02.   Each
 prepayment of a Borrowing shall be applied ratably to the Loans included  in
 the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest
 to the extent required by Section 2.10.

           (c) If at any time  the total Revolving  Credit Exposures  exceeds
 the total Commitments,  the Borrower shall  promptly prepay the  outstanding
 Borrowings by the amount of the  excess plus accrued and unpaid interest  on
 the amount so prepaid.

 SECTION 2.09.  Fees.

           (a) The Borrower agrees to pay to the Administrative Agent for the
 account of each Lender (pro rata  in accordance with the Commitment of  each
 Lender) a  Commitment  Fee  on  the  daily  average  unused  amount  of  the
 Commitments for the Availability Period, at the rate per annum set forth  in
 the definition  of  Applicable  Margin.  For  purposes  of  calculating  the
 Commitment Fee hereunder, the  Commitments shall be  deemed utilized by  the
 amount of  all  Borrowings.   Accrued  Commitment Fees  payable  under  this
 Section shall  be  payable  in arrears  on  the  last day  of  March,  June,
 September and December of each year and on the date on which the Commitments
 terminate, commencing on the first such date to occur after the date hereof.
 All Commitment Fees shall be computed on the basis of a year of 360 days and
 shall be payable for the actual number of days elapsed (including the  first
 day but excluding the last day).

           (b) The Borrower agrees to  pay to the  Administrative Agent,  for
 its own account,  fees payable in  the amounts and  at the times  separately
 agreed upon between the Borrower and the Administrative Agent.

           (c) All fees payable hereunder shall be paid on the dates due,  in
 immediately available funds, to the Administrative Agent (or to the  Issuing
 Bank, in the case of fees  payable to it) for  distribution, in the case  of
 Commitment Fees and participation fees, to the Lenders.  Fees paid shall not
 be refundable under any circumstances.

           (d) The Borrower agrees to pay (i) to the Administrative Agent for
 the account  of  each  Lender  a  participation  fee  with  respect  to  its
 participations in  Letters  of  Credit,  which  shall  accrue  at  the  same
 Applicable Margin for Eurodollar Borrowings on  the average daily amount  of
 such Lender's LC  Exposure (excluding  any portion  thereof attributable  to
 unreimbursed LC  Disbursements) during  the period  from and  including  the
 Effective Date to but excluding the later of the date on which such Lender's
 Commitment terminates and the date on  which such Lender ceases to have  any
 LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
 at the rate of 1/8% of  the face amount of each  Letter of Credit when  each
 Letter of Credit is issued, as well as the Issuing Bank's standard fees with
 respect to the issuance or amendment  of any Letter of Credit or  processing
 of drawings thereunder.   Participation fees  accrued through and  including
 the last day of March,  June, September and December  of each year shall  be
 payable on the third Business Day following such last day, commencing on the
 first such date to  occur after the Effective  Date; provided that all  such
 fees shall be payable on the date on which the Commitments terminate and any
 such fees accruing after the date  on which the Commitments terminate  shall
 be payable on demand.  Any other  fees payable to the Issuing Bank  pursuant
 to this  paragraph  shall be  payable  within  10 days after  demand.    All
 participation fees shall be computed on the basis of a year of 360 days  and
 shall be payable for the actual number of days elapsed (including the  first
 day but excluding the last day).

 SECTION 2.10.  Interest.

           (a) The Loans comprising each ABR Borrowing shall bear interest at
 the Alternate Base Rate plus the Applicable Margin.

           (b) The  Loans  comprising  each Eurodollar  Borrowing  shall bear
 interest at the Adjusted  LIBO Rate for  the Interest Period  in effect  for
 such Borrowing plus the Applicable Margin.

           (c) Notwithstanding the foregoing, if any principal of or interest
 on any Loan or any fee or other amount payable by the Borrower hereunder  is
 not paid  when  due,  whether  at  stated  maturity,  upon  acceleration  or
 otherwise, such overdue amount shall bear interest, after as well as  before
 judgment, at a rate per annum equal to (i) in the case of overdue  principal
 of any Loan, 2% plus the  rate otherwise applicable to such Loan as provided
 in the preceding paragraphs of this Section or (ii) in the case of any other
 amount, including interest  and fees,  2% plus  the rate  applicable to  ABR
 Loans as provided in paragraph (a) of this Section.

           (d) Accrued interest on each Loan shall  be payable in arrears  on
 each Interest  Payment  Date for  such  Loan  and upon  termination  of  the
 Commitments; provided that (i) interest accrued pursuant to paragraph (c) of
 this Section shall be payable on demand, (ii) in the event of any  repayment
 or prepayment of any Loan (other than a  prepayment of an ABR Loan prior  to
 the end  of the  Availability Period),  accrued  interest on  the  principal
 amount repaid or prepaid shall be payable  on the date of such repayment  or
 prepayment and (iii) in the event of  any conversion of any Eurodollar  Loan
 prior to the end of the  current Interest Period therefor, accrued  interest
 on such Loan shall be payable on the effective date of such conversion.

           (e) All interest hereunder  shall be computed  on the  basis of  a
 year of  360 days,  except  that  interest  computed  by  reference  to  the
 Alternate Base Rate at times  when the Alternate Base  Rate is based on  the
 Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
 in a leap year), and in each case shall be payable for the actual number  of
 days elapsed (including  the first  day but excluding  the last  day).   The
 applicable Alternate Base  Rate, Adjusted LIBO  Rate or LIBO  Rate shall  be
 determined by  the Administrative  Agent, and  such determination  shall  be
 conclusive absent manifest error.

 SECTION 2.11.  Taxes.

           (a) Any and all payments by or on account of any obligation of the
 Borrower hereunder shall be made free and clear of and without deduction for
 any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
 required to deduct any Indemnified Taxes or Other Taxes from such  payments,
 then (i) the  sum payable  shall be  increased as  necessary so  that  after
 making  all  required   deductions  (including   deductions  applicable   to
 additional sums payable under this Section) the Administrative Agent, Lender
 or Issuing Bank (as the case may be) receives an amount equal to the sum  it
 would have  received had  no such  deductions been  made, (ii) the  Borrower
 shall make such deductions and (iii) the Borrower shall pay the full  amount
 deducted  to  the  relevant   Governmental  Authority  in  accordance   with
 applicable law.

           (b) In addition, the  Borrower shall pay  any Other  Taxes to  the
 relevant Governmental Authority in accordance with applicable law.

           (c) The Borrower shall  indemnify the  Administrative Agent,  each
 Lender, and the Issuing Bank within  10 days after written demand  therefor,
 for the full  amount of any  Indemnified Taxes or  Other Taxes  paid by  the
 Administrative Agent, such Lender or the  Issuing Bank, as the case may  be,
 on or with respect to any payment by or on account of any obligation of  the
 Borrower hereunder (including  Indemnified Taxes or  Other Taxes imposed  or
 asserted on or attributable to amounts  payable under this Section) and  any
 penalties, interest  and  reasonable  expenses  arising  therefrom  or  with
 respect thereto, whether or not such  Indemnified Taxes or Other Taxes  were
 correctly or  legally  imposed  or asserted  by  the  relevant  Governmental
 Authority.  A  certificate as  to the amount  of such  payment or  liability
 delivered to  the Borrower  by a  Lender  or the  Issuing  Bank, or  by  the
 Administrative Agent on  its own  behalf or  on behalf  of a  Lender or  the
 Issuing Bank, shall be conclusive absent manifest error.

           (d) As soon as practicable after any payment of Indemnified  Taxes
 or Other Taxes  by the Borrower  to a Governmental  Authority, the  Borrower
 shall deliver to the Administrative Agent  the original or a certified  copy
 of a receipt issued by such Governmental Authority evidencing such  payment,
 a copy  of the  return reporting  such  payment or  other evidence  of  such
 payment reasonably satisfactory to the Administrative Agent.

           (e) Any Foreign Lender that  is entitled to  an exemption from  or
 reduction of withholding tax under the law of the jurisdiction in which  the
 Borrower is located, or  any treaty to which  such jurisdiction is a  party,
 with respect to payments under this Agreement shall deliver to the  Borrower
 (with a copy to the Administrative  Agent), at the time or times  prescribed
 by applicable  law,  such  properly  completed  and  executed  documentation
 prescribed by applicable law or reasonably requested by the Borrower as will
 permit such payments to be made without withholding or at a reduced rate.

 SECTION 2.12. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

           (a) The Borrower shall make each payment required to be made by it
 hereunder  (whether  of  principal,  interest,  fees  or  reimbursement   of
 LC Disbursements, or of amounts payable under Section 2.11, 3.01 or 3.05, or
 otherwise) prior to 12:00 noon, Dallas, Texas time, on the date when due, in
 immediately available funds, without set-off  or counterclaim.  Any  amounts
 received after  such  time  on  any  date may,  in  the  discretion  of  the
 Administrative Agent, be deemed to have been received on the next succeeding
 Business Day  for  purposes  of calculating  interest  thereon.    All  such
 payments shall be made  to the Administrative Agent  at its offices at  1111
 Fannin Street, 9th Floor, MS46, Houston, Texas 77002, except payments to  be
 made directly to the  Issuing Bank as expressly  provided herein and  except
 that payments pursuant to Sections 2.11, 3.01, 3.05 and 12.03 shall be  made
 directly to the Persons  entitled thereto.   The Administrative Agent  shall
 distribute any such  payments received by  it for the  account of any  other
 Person to the appropriate recipient promptly following receipt thereof.   If
 any payment hereunder shall be due on a day that is not a Business Day,  the
 date for payment shall be extended to the next succeeding Business Day, and,
 in the case  of any  payment accruing  interest, interest  thereon shall  be
 payable for the period of such  extension.  All payments hereunder shall  be
 made in dollars.

           (b) If at  any  time  insufficient  funds  are  received  by   and
 available to the Administrative Agent to pay fully all amounts of principal,
 unreimbursed LC Disbursements, interest  and fees then  due hereunder,  such
 funds shall be applied (i) first, towards payment of interest and fees  then
 due hereunder, ratably among the parties entitled thereto in accordance with
 the amounts of interest and fees then due to such parties, and  (ii) second,
 towards payment  of principal  and  unreimbursed LC Disbursements  then  due
 hereunder, ratably among the parties entitled thereto in accordance with the
 amounts of  principal and  unreimbursed LC Disbursements  then due  to  such
 parties.

           (c) If any Lender  shall, by exercising  any right  of set-off  or
 counterclaim or otherwise, obtain payment in respect of any principal of  or
 interest on any of its Loans or participations in LC Disbursements resulting
 in such Lender receiving  payment of a greater  proportion of the  aggregate
 amount of  its  Loans and  participations  in LC Disbursements  and  accrued
 interest thereon than the proportion received by any other Lender, then  the
 Lender receiving such greater  proportion shall purchase  (for cash at  face
 value) participations in the Loans and participations in LC Disbursements of
 other Lenders  to the  extent necessary  so  that the  benefit of  all  such
 payments shall  be shared  by the  Lenders ratably  in accordance  with  the
 aggregate amount of principal  of and accrued  interest on their  respective
 Loans and participations in LC Disbursements; provided that (i) if any  such
 participations are purchased and  all or any portion  of the payment  giving
 rise thereto is recovered,  such  participations shall be rescinded and  the
 purchase price restored to  the extent of  such recovery, without  interest,
 and (ii) the provisions of this paragraph shall not be construed to apply to
 any payment made  by the  Borrower pursuant to  and in  accordance with  the
 express terms  of this  Agreement or  any payment  obtained by  a Lender  as
 consideration for the assignment of or sale of a participation in any of its
 Loans or participations in LC Disbursements to any assignee or  participant,
 other than to  the Borrower or  any Subsidiary or  Affiliate thereof (as  to
 which the provisions of this paragraph shall apply).  The Borrower  consents
 to the foregoing and agrees,  to the extent it  may effectively do so  under
 applicable law, that any  Lender acquiring a  participation pursuant to  the
 foregoing arrangements may exercise against  the Borrower rights of  set-off
 and counterclaim with  respect to  such participation  as fully  as if  such
 Lender were  a  direct  creditor of  the  Borrower  in the  amount  of  such
 participation.

           (d) Unless the  Administrative Agent  shall have  received  notice
 from the Borrower  prior to  the date on  which any  payment is  due to  the
 Administrative Agent for  the account  of the  Lenders or  the Issuing  Bank
 hereunder that the Borrower will not  make such payment, the  Administrative
 Agent may assume that  the Borrower has  made such payment  on such date  in
 accordance herewith and may, in reliance upon such assumption, distribute to
 the Lenders or the  Issuing Bank, as the  case may be, the  amount due.   In
 such event, if the Borrower has not in fact made such payment, then each  of
 the Lenders or the  Issuing Bank, as  the case may  be, severally agrees  to
 repay to  the  Administrative  Agent  forthwith  on  demand  the  amount  so
 distributed to such Lender  or the Issuing Bank  with interest thereon,  for
 each day from and including the date such amount is distributed to it to but
 excluding the date of payment to the Administrative Agent, at the greater of
 the Federal Funds Effective Rate and a rate determined by the Administrative
 Agent in accordance with banking industry rules on interbank compensation.

           (e) If any Lender shall fail  to make any  payment required to  be
 made by  it  pursuant  to Section 2.04(b),  2.12(d)  or  2.14(d),  then  the
 Administrative Agent may,  in its discretion  (notwithstanding any  contrary
 provision  hereof),   apply  any   amounts   thereafter  received   by   the
 Administrative Agent for the account of such Lender to satisfy such Lender's
 obligations under such Sections until  all such unsatisfied obligations  are
 fully paid.

 SECTION 2.13.  Mitigation Obligations; Replacement of Lenders.

           (a) If any  Lender requests  compensation under  Section 3.01,  or
 if the Borrower is required  to pay any additional  amount to any Lender  or
 any Governmental  Authority  for  the account  of  any  Lender  pursuant  to
 Section 2.11, then such Lender shall use  reasonable efforts to designate  a
 different lending office for  funding or booking its  Loans hereunder or  to
 assign its  rights and  obligations hereunder  to  another of  its  offices,
 branches or affiliates, if, in the judgment of such Lender, such designation
 or assignment  (i) would eliminate  or reduce  amounts payable  pursuant  to
 Section 2.11 or 3.01, as the case may  be, in the future and (ii) would  not
 subject such  Lender to  any  unreimbursed cost  or  expense and  would  not
 otherwise be disadvantageous to such Lender.  The Borrower hereby agrees  to
 pay all reasonable costs and expenses  incurred by any Lender in  connection
 with any such designation or assignment.

           (b) If any Lender requests compensation under Section 3.01, or  if
 the Borrower is required to pay any  additional amount to any Lender or  any
 Governmental  Authority  for   the  account  of   any  Lender  pursuant   to
 Section 2.11, or if  any Lender  defaults in  its obligation  to fund  Loans
 hereunder, then  the Borrower  may, at  its sole  expense and  effort,  upon
 notice to such Lender and the  Administrative Agent, require such Lender  to
 assign and delegate, without recourse (in accordance with and subject to the
 restrictions contained  in Section 12.04),  all  its interests,  rights  and
 obligations under  this Agreement  to an  assignee  that shall  assume  such
 obligations (which assignee may be another Lender, if a Lender accepts  such
 assignment); provided that  (i) the Borrower shall  have received the  prior
 written consent of the  Administrative Agent (and if  a Commitment is  being
 assigned, the  Issuing  Bank),  which  consent  shall  not  unreasonably  be
 withheld, (ii) such Lender shall have received payment of an amount equal to
 the   outstanding   principal   of   its   Loans   and   participations   in
 LC Disbursements, accrued  interest  thereon,  accrued fees  and  all  other
 amounts payable to it  hereunder, from the assignee  (to the extent of  such
 outstanding principal and accrued interest and fees) or the Borrower (in the
 case of all  other amounts)  and (iii) in the  case of  any such  assignment
 resulting from  a  claim for  compensation  under Section 3.01  or  payments
 required to be made pursuant to Section 2.11, such assignment will result in
 a reduction  in  such compensation  or  payments.   A  Lender shall  not  be
 required to make any such assignment and delegation if, prior thereto, as  a
 result of a waiver by such Lender or otherwise, the circumstances  entitling
 the Borrower to require such  assignment and delegation cease to apply.

 SECTION 2.14.  Letters of Credit.

           (a) General.    Subject to the  terms  and  conditions  set  forth
 herein, the Borrower may request the  issuance of Letters of Credit for  its
 own account, in a form reasonably acceptable to the Administrative Agent and
 the Issuing Bank, at any time and from time to time during the  Availability
 Period.  In the event of any inconsistency between the terms and  conditions
 of this Agreement  and the terms  and conditions of  any form  of letter  of
 credit application  or other  agreement submitted  by  the Borrower  to,  or
 entered into by the Borrower with,  the Issuing Bank relating to any  Letter
 of Credit, the terms and conditions of this Agreement shall control.

           (b) Notice of  Issuance, Amendment,  Renewal,  Extension;  Certain
 Conditions.   To  request  the  issuance  of a  Letter  of  Credit  (or  the
 amendment, renewal or  extension of an  outstanding Letter  of Credit),  the
 Borrower  shall  hand  deliver  or  telecopy  (or  transmit  by   electronic
 communication, if  arrangements  for doing  so  have been  approved  by  the
 Issuing Bank) to the Issuing Bank  and the Administrative Agent  (reasonably
 in advance  of  the  requested  date  of  issuance,  amendment,  renewal  or
 extension) a  notice requesting  the  issuance of  a  Letter of  Credit,  or
 identifying the Letter  of Credit to  be amended, renewed  or extended,  and
 specifying the  date of  issuance, amendment,  renewal or  extension  (which
 shall be a  Business Day), the  date on which  such Letter of  Credit is  to
 expire (which shall comply with paragraph  (c) of this Section), the  amount
 of such Letter of  Credit, the name and  address of the beneficiary  thereof
 and such other information as shall be necessary to prepare, amend, renew or
 extend such  Letter  of Credit.    If requested  by  the Issuing  Bank,  the
 Borrower also shall  submit a letter  of credit application  on the  Issuing
 Bank's standard form in connection with any request for a Letter of  Credit.
 A Letter of  Credit shall be  issued, amended, renewed  or extended only  if
 (and upon issuance, amendment, renewal or extension of each Letter of Credit
 the Borrower shall be  deemed to represent and  warrant that), after  giving
 effect to such issuance, amendment, renewal or extension (i) the LC Exposure
 shall not  exceed $10,000,000.00  and (ii) the  sum of  the total  Revolving
 Credit Exposure shall not exceed the total Commitments.

           (c) Expiration Date.   Each Letter of  Credit shall  expire at  or
 prior to the close of business on the earlier of (i) the date one year after
 the date of the issuance of  such Letter of Credit (or,  in the case of  any
 renewal or extension thereof, one year after such renewal or extension)  and
 (ii) the date that is five Business Days prior to the Maturity Date.

           (d) Participations.   By the issuance of a Letter of Credit (or an
 amendment to a Letter of Credit  increasing the amount thereof) and  without
 any further action  on the  part of  the Issuing  Bank or  the Lenders,  the
 Issuing Bank hereby grants to each  Lender, and each Lender hereby  acquires
 from the Issuing  Bank, a participation  in such Letter  of Credit equal  to
 such Lender's Applicable Percentage of the aggregate amount available to  be
 drawn under such Letter of Credit.   In consideration and in furtherance  of
 the foregoing, each Lender hereby  absolutely and unconditionally agrees  to
 pay to the Administrative Agent, for  the account of the Issuing Bank,  such
 Lender's Applicable Percentage of each LC  Disbursement made by the  Issuing
 Bank and not  reimbursed by  the Borrower  on the  date due  as provided  in
 paragraph (e) of this Section, or  of any reimbursement payment required  to
 be refunded to the  Borrower for any reason.   Each Lender acknowledges  and
 agrees that  its  obligation  to acquire  participations  pursuant  to  this
 paragraph in respect of Letters of Credit is absolute and unconditional  and
 shall  not  be  affected  by  any  circumstance  whatsoever,  including  any
 amendment, renewal or extension  of any Letter of  Credit or the  occurrence
 and continuance of a Default or reduction or termination of the Commitments,
 and that each  such payment  shall be  made without  any offset,  abatement,
 withholding or reduction whatsoever.

           (e) Reimbursement.    If   the  Issuing   Bank  shall   make   any
 LC Disbursement in  respect  of  a Letter  of  Credit,  the  Borrower  shall
 reimburse such  LC Disbursement  by paying  to the  Administrative Agent  an
 amount equal  to such  LC Disbursement  not later  than 12:00 noon,  Dallas,
 Texas time, on the date that such  LC Disbursement is made, if the  Borrower
 shall have  received notice  of such  LC Disbursement  prior to  10:00 a.m.,
 Dallas, Texas time, on such date, or,  if such notice has not been  received
 by the  Borrower prior  to such  time  on such  date,  then not  later  than
 12:00 noon, Dallas, Texas time,  on (i) the Business  Day that the  Borrower
 receives such  notice,  if such  notice  is received  prior  to  10:00 a.m.,
 Dallas, Texas  time,  on  the  day of  receipt,  or  (ii) the  Business  Day
 immediately following the  day that the  Borrower receives  such notice,  if
 such notice  is not  received prior  to such  time on  the day  of  receipt;
 provided that,  if such  LC  Disbursement is  not  less than  $500,000,  the
 Borrower may,  subject to  the conditions  to  borrowing set  forth  herein,
 request in accordance with Section 2.03 that  such payment be financed  with
 an ABR Borrowing in an equivalent amount and, to the extent so financed, the
 Borrower's obligation to make such payment shall be discharged and  replaced
 by the resulting ABR Borrowing.  If the Borrower fails to make such  payment
 when  due,  the  Administrative  Agent  shall  notify  each  Lender  of  the
 applicable LC Disbursement,  the  payment  then due  from  the  Borrower  in
 respect thereof and such Lender's  Applicable Percentage thereof.   Promptly
 following  receipt  of   such  notice,  each   Lender  shall   pay  to   the
 Administrative Agent its Applicable Percentage of the payment then due  from
 the Borrower, in the same manner as provided in Section 2.04 with respect to
 Loans made by such Lender (and  Section 2.04 shall apply, mutatis  mutandis,
 to the payment  obligations of the  Lenders), and  the Administrative  Agent
 shall promptly pay to the  Issuing Bank the amounts  so received by it  from
 the Lenders.  Promptly following receipt by the Administrative Agent of  any
 payment from the  Borrower pursuant  to this  paragraph, the  Administrative
 Agent shall distribute such  payment to the Issuing  Bank or, to the  extent
 that Lenders have made payments pursuant to this paragraph to reimburse  the
 Issuing Bank, then to such Lenders  and the Issuing Bank as their  interests
 may appear.   Any payment made  by a Lender  pursuant to  this paragraph  to
 reimburse the Issuing Bank for any  LC Disbursement (other than the  funding
 of ABR Loans as  contemplated above) shall not  constitute a Loan and  shall
 not  relieve  the  Borrower   of  its  obligation   to  reimburse  such   LC
 Disbursement.

           (f) Obligations Absolute.  The Borrower's obligation to  reimburse
 LC Disbursements as  provided  in paragraph (e)  of  this Section  shall  be
 absolute, unconditional and irrevocable, and shall be performed strictly  in
 accordance with the terms of this Agreement under any and all  circumstances
 whatsoever and irrespective of (i) any lack of validity or enforceability of
 any Letter of Credit  or this Agreement, or  any term or provision  therein,
 (ii) any draft or other document presented under a Letter of Credit  proving
 to be forged, fraudulent or invalid in any respect or any statement  therein
 being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank
 under a Letter of Credit against  presentation of a draft or other  document
 that does not comply with the terms of such Letter of Credit (subject to the
 terms  of  this  subsection),  or  (iv) any  other  event  or   circumstance
 whatsoever, whether or not similar to any of the foregoing, that might,  but
 for the  provisions  of  this  Section,  constitute  a  legal  or  equitable
 discharge  of,  or  provide  a  right  of  setoff  against,  the  Borrower's
 obligations hereunder.   Neither the Administrative  Agent, the Lenders  nor
 the Issuing Bank, nor any of their Related Parties, shall have any liability
 or responsibility  by  reason of  or  in  connection with  the  issuance  or
 transfer of any  Letter of  Credit or  any payment  or failure  to make  any
 payment thereunder (irrespective of any of the circumstances referred to  in
 the preceding sentence), or any error, omission, interruption, loss or delay
 in transmission  or delivery  of any  draft, notice  or other  communication
 under or relating to any Letter  of Credit (including any document  required
 to make  a drawing  thereunder), any  error in  interpretation of  technical
 terms or  any consequence  arising from  causes beyond  the control  of  the
 Issuing Bank; provided that the foregoing  shall not be construed to  excuse
 the Issuing Bank from liability to the Borrower to the extent of any  direct
 damages (as opposed to consequential damages, claims in respect of which are
 hereby waived by  the Borrower to  the extent permitted  by applicable  law)
 suffered by the Borrower  that are caused by  the Issuing Bank's failure  to
 exercise care when determining whether drafts and other documents  presented
 under a Letter of Credit comply with the terms thereof.  The parties  hereto
 expressly  agree  that,  in  the  absence  of  gross  negligence  or  wilful
 misconduct on the part of the Issuing Bank (as finally determined by a court
 of competent  jurisdiction),  the  Issuing Bank  shall  be  deemed  to  have
 exercised care in each such determination.  In furtherance of the  foregoing
 and without limiting the  generality thereof, the  parties agree that,  with
 respect to  documents  presented  which  appear  on  their  face  to  be  in
 substantial compliance with  the terms of  a Letter of  Credit, the  Issuing
 Bank may, in its sole discretion,  either accept and make payment upon  such
 documents without responsibility  for further  investigation, regardless  of
 any notice or  information to  the contrary, or  refuse to  accept and  make
 payment upon such documents if such  documents are not in strict  compliance
 with the terms of  such Letter of Credit.   Notwithstanding anything to  the
 contrary contained  in  this subsection,  the  Issuing Bank  shall  exercise
 reasonable care to  determine whether  drafts or  other documents  presented
 under a Letter of Credit are in material compliance with the terms thereof.

           (g) Disbursement Procedures.   The  Issuing Bank  shall,  promptly
 following its receipt thereof, examine all documents purporting to represent
 a demand for  payment under  a Letter  of Credit.   The  Issuing Bank  shall
 promptly notify  the  Administrative Agent  and  the Borrower  by  telephone
 (confirmed by telecopy) of such demand  for payment and whether the  Issuing
 Bank has made or will make an LC Disbursement thereunder; provided that  any
 failure to  give  or delay  in  giving such  notice  shall not  relieve  the
 Borrower of its  obligation to reimburse  the Issuing Bank  and the  Lenders
 with respect to any such LC Disbursement.

           (h) Interim Interest.   If  the Issuing  Bank  shall make  any  LC
 Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
 in full on the date such LC Disbursement is made, the unpaid amount  thereof
 shall bear  interest, for  each day  from  and including  the date  such  LC
 Disbursement is made to but excluding the date that the Borrower  reimburses
 such LC Disbursement, at  the rate per annum  then applicable to ABR  Loans;
 provided that, if the Borrower fails to reimburse such LC Disbursement  when
 due pursuant to paragraph (e)  of this Section,  then Section 2.10(c)  shall
 apply.  Interest accrued pursuant to this paragraph shall be for the account
 of the Issuing Bank, except that interest  accrued on and after the date  of
 payment by any Lender pursuant to paragraph (e) of this Section to reimburse
 the Issuing Bank shall be for  the account of such  Lender to the extent  of
 such payment.

           (i) Replacement of the  Issuing Bank.   The  Issuing Bank  may  be
 replaced  at  any  time  by  written  agreement  among  the  Borrower,   the
 Administrative Agent, the  replaced Issuing Bank  and the successor  Issuing
 Bank.   The  Administrative Agent  shall  notify  the Lenders  of  any  such
 replacement of the  Issuing Bank.   At the time  any such replacement  shall
 become effective, the  Borrower shall pay  all unpaid fees  accrued for  the
 account of the replaced Issuing Bank pursuant to Section 2.09(d).  From  and
 after the effective date of any such replacement, (i) the successor  Issuing
 Bank shall have  all the rights  and obligations of  the Issuing Bank  under
 this Agreement with respect to Letters of Credit to be issued thereafter and
 (ii) references herein to the term "Issuing  Bank" shall be deemed to  refer
 to such successor or to any previous Issuing Bank, or to such successor  and
 all previous  Issuing  Banks, as  the  context  shall require.    After  the
 replacement of an Issuing  Bank hereunder, the  replaced Issuing Bank  shall
 remain a  party  hereto  and shall  continue  to  have all  the  rights  and
 obligations of an Issuing Bank under this Agreement with respect to  Letters
 of Credit issued by it prior to such replacement, but shall not be  required
 to issue additional Letters of Credit.

           (j) Cash Collateralization.  If any  Event of Default shall  occur
 and be continuing,  on the Business  Day that the  Borrower receives  notice
 from the Administrative Agent or the  Required Lenders (or, if the  maturity
 of the Loans  has been accelerated,  Lenders with  LC Exposure  representing
 greater than 66-2/3% of the total LC Exposure) demanding the deposit of cash
 collateral pursuant  to this  paragraph, the  Borrower shall  deposit in  an
 account with the  Administrative Agent, in  the name  of the  Administrative
 Agent and for the benefit of the Lenders, an amount in cash equal to the  LC
 Exposure as  of such  date plus  any accrued  and unpaid  interest  thereon;
 provided that the obligation  to deposit such  cash collateral shall  become
 effective immediately, and  such deposit  shall become  immediately due  and
 payable, without demand or other notice of any kind, upon the occurrence  of
 any Event of Default  with respect to the  Borrower described in  clause (h)
 or (i) of Article X.  Such deposit shall be held by the Administrative Agent
 as collateral for  the payment  and performance  of the  obligations of  the
 Borrower  under  this  Agreement.    The  Administrative  Agent  shall  have
 exclusive dominion and control, including the exclusive right of withdrawal,
 over such account.  Other than any interest earned on the investment of such
 deposits, which investments shall be made at the option and sole  discretion
 of the Administrative  Agent and at  the Borrower's risk  and expense,  such
 deposits shall not  bear interest.   Interest or  profits, if  any, on  such
 investments shall accumulate in such account.  Moneys in such account  shall
 be applied by the Administrative Agent to reimburse the Issuing Bank for  LC
 Disbursements for which it has not been reimbursed and, to the extent not so
 applied, shall be held for the satisfaction of the reimbursement obligations
 of the Borrower for the LC Exposure at such time or, if the maturity of  the
 Loans has been accelerated  (but subject to the  consent of Lenders with  LC
 Exposure  representing greater  than 66-2/3% of  the total LC Exposure),  be
 applied to satisfy other obligations of  the Borrower under this  Agreement.
 If the  Borrower  is  required  to provide  an  amount  of  cash  collateral
 hereunder as a result of the occurrence of an Event of Default, such  amount
 (to the extent not applied as  aforesaid) shall be returned to the  Borrower
 within three Business Days  after all Events of  Default have been cured  or
 waived.

           (k) Notwithstanding anything  to  the contrary  contained  in  any
 application for any  Letter of  Credit, Borrower  shall not  be required  to
 notify the Issuing Bank  of any litigation  threatened against the  Borrower
 if the  Borrower is  not reasonably  aware  of such  threatened  litigation.


                                 ARTICLE III

                       Yield Protection and Illegality

 SECTION 3.01. Increased Costs.

           (a) If any Change in Law shall:

                (i) impose, modify or  deem applicable  any reserve,  special
           deposit or similar requirement against assets of, deposits with or
           for the account of, or credit extended by, any Lender (except  any
           such reserve requirement reflected in  the Adjusted LIBO Rate)  or
           the Issuing Bank; or

                (ii) impose on any Lender or the  Issuing Bank or the  London
           interbank market any other  condition affecting this Agreement  or
           Eurodollar Loans made by  such Lender or any  Letter of Credit  or
           participation therein;

 and the result of any of the foregoing shall be to increase the cost to such
 Lender of making or maintaining any  Eurodollar Loan (or of maintaining  its
 obligation to make any such Loan) or to increase the cost to such Lender  or
 the Issuing Bank of participating in,  issuing or maintaining any Letter  of
 Credit or to reduce  the amount of  any sum received  or receivable by  such
 Lender or  the Issuing  Bank hereunder  (whether of  principal, interest  or
 otherwise), then the Borrower will pay  to such Lender or the Issuing  Bank,
 as the case  may be, such  additional amount or  amounts as will  compensate
 such Lender or the  Issuing Bank, as  the case may  be, for such  additional
 costs incurred or reduction suffered.

           (b) If any Lender or the Issuing  Bank determines that any  Change
 in Law  regarding capital  requirements  has or  would  have the  effect  of
 reducing the rate of return on  such Lender's or the Issuing Bank's  capital
 or on the capital of such Lender's or the Issuing Bank's holding company, if
 any,  as  a  consequence  of  this  Agreement  or  the  Loans  made  by,  or
 participations in Letters of Credit held by, such Lender, or the Letters  of
 Credit issued by the Issuing Bank,to a level below that which such Lender or
 the Issuing Bank  or such  Lender's or  the Issuing  Bank's holding  company
 could have achieved but  for such Change in  Law (taking into  consideration
 such Lender's  or the  Issuing  Bank's policies  and  the policies  of  such
 Lender's or  the Issuing  Bank's holding  company  with respect  to  capital
 adequacy), then from time to  time the Borrower will  pay to such Lender  or
 the Issuing Bank, as the case may  be, such additional amount or amounts  as
 will compensate such  Lender or  the Issuing Bank  or such  Lender's or  the
 Issuing Bank's holding company for any such reduction suffered.

           (c) A certificate of a  Lender or the  Issuing Bank setting  forth
 the amount or  amounts necessary to  compensate such Lender  or the  Issuing
 Bank, or  its  holding  company,  as  the  case  may  be,  as  specified  in
 paragraph (a) or (b) of this Section shall be delivered to the Borrower  and
 shall be conclusive  absent manifest  error.   The Borrower  shall pay  such
 Lender or the Issuing Bank, as the case may  be, the amount shown as due  on
 any such certificate within 10 days after receipt thereof.

           (d) Failure or delay on the part of any Lender or the Issuing Bank
 to demand  compensation pursuant  to this  Section  shall not  constitute  a
 waiver of  such  Lender's  or  the  Issuing  Bank's  right  to  demand  such
 compensation; provided that the Borrower shall not be required to compensate
 a Lender or  the Issuing  Bank pursuant to  this Section  for any  increased
 costs or reductions incurred more than 270 days prior to the date that  such
 Lender or the Issuing Bank, as the case may be, notifies the Borrower of the
 Change in Law giving rise to such increased costs or reductions and of  such
 Lender's or the  Issuing Bank's  intention to  claim compensation  therefor;
 provided further that, if  the Change in Law  giving rise to such  increased
 costs or  reductions is  retroactive, then  the 270-day  period referred  to
 above shall be extended to include the period of retroactive effect thereof.

 SECTION 3.02. Alternate Rate of Interest.   If prior to  the commencement of
 any Interest Period for a Eurodollar Borrowing:

           (a) the Administrative Agent determines (which determination shall
 be conclusive absent manifest error) that  adequate and reasonable means  do
 not exist  for ascertaining  the Adjusted  LIBO Rate  or the  LIBO Rate,  as
 applicable, for such Interest Period; or

           (b) the Administrative Agent is  advised by  the Required  Lenders
 that the  Adjusted LIBO  Rate or  the  LIBO Rate,  as applicable,  for  such
 Interest Period will  not adequately  and fairly  reflect the  cost to  such
 Lenders (or  Lender) of  making or  maintaining their  Loans (or  its  Loan)
 included in such Borrowing for such Interest Period;

 then the Administrative Agent shall give notice thereof to the Borrower  and
 the Lenders by telephone or telecopy  as promptly as practicable  thereafter
 and, until the Administrative  Agent notifies the  Borrower and the  Lenders
 that the circumstances giving rise to  such notice no longer exist,  (i) any
 Interest Election Request that requests the conversion of any Borrowing  to,
 or continuation  of  any  Borrowing as,  a  Eurodollar  Borrowing  shall  be
 ineffective  and  (ii) if  any  Borrowing  Request  requests  a   Eurodollar
 Borrowing, such Borrowing shall be made as an ABR Borrowing.

 SECTION 3.03. Illegality.
                       Notwithstanding any other provision of this Agreement,
 in the  event that  it becomes  unlawful for  any Lender  or its  applicable
 lending office to  (a) honor its  obligation to  make Eurodollar  Borrowings
 hereunder or (b) maintain Eurodollar Borrowings hereunder, then such  Lender
 shall promptly notify the Borrower (with a copy to the Administrative Agent)
 thereof  and  such  Lender's  obligation  to  make  or  maintain  Eurodollar
 Borrowings  and  to  convert  other  Types  of  Borrowings  into  Eurodollar
 Borrowings hereunder shall be suspended until  such time as such Lender  may
 again make  and  maintain  Eurodollar  Borrowings,  in  which  case  (i) all
 Borrowings which  would  be otherwise  made  by such  Lender  as  Eurodollar
 Borrowings shall be made instead as ABR Borrowings and all Borrowings  which
 would otherwise be  converted into (or  continued as) Eurodollar  Borrowings
 shall be converted  instead into  (or shall  remain as)  ABR Borrowings  and
 (ii) if such Lender so requests  by notice to the  Borrower (with a copy  to
 the Administrative Agent), all Eurodollar Borrowings of such Lender shall be
 automatically converted into ABR  Borrowings on the  date specified by  such
 Lender in such notice.

 SECTION 3.04. Treatment of Affected Borrowings. If the Eurodollar Borrowings
 of any Lender are to be converted  pursuant  to  Section 3.03  hereof,  such
 Lender's Eurodollar  Borrowings shall  be automatically  converted into  ABR
 Borrowings on the  last day(s) of  the then current  Interest Period(s)  for
 such Eurodollar  Borrowings (or  on such  earlier date  as such  Lender  may
 specify to the Borrower with a copy to the Administrative Agent) and, unless
 and until such Lender gives notice as provided below that the  circumstances
 specified in  Section 3.03 hereof  which gave  rise  to such  conversion  no
 longer exist:

           (a) To the extent that  such Lender's  Eurodollar Borrowings  have
 been so converted,  all payments and  prepayments of  principal which  would
 otherwise be applied to such Lender's Eurodollar Borrowings shall be applied
 instead to its ABR Borrowings;

           (b) All Borrowings which would otherwise  be made or continued  by
 such Lender as Eurodollar Borrowings shall be made as or converted into  ABR
 Borrowings and  all  Borrowings of  such  Lender which  would  otherwise  be
 converted into Eurodollar Borrowings   shall be  converted instead into  (or
 shall remain as) ABR Borrowings; and

 If  such  Lender  gives  notice  to  the  Borrower  (with  a  copy  to   the
 Administrative Agent)  that  the  circumstances  specified  in  Section 3.03
 hereof which  gave  rise  to the  conversion  of  such  Lender's  Eurodollar
 Borrowings pursuant to this Section 3.04 no longer exist (which such  Lender
 agrees to do promptly  upon such circumstances ceasing  to exist) at a  time
 when Eurodollar  Borrowings are  outstanding, such  Lender's ABR  Borrowings
 shall be automatically converted, on the first day(s) of the next succeeding
 Interest Period(s) for such outstanding Eurodollar Borrowings to the  extent
 necessary so that, after giving effect  thereto, all Borrowings held by  the
 Lenders holding Eurodollar Borrowings and by  such Lender are held pro  rata
 (as to principal amounts,  Types, and Interest  Periods) in accordance  with
 their respective Commitments.

 SECTION 3.05. Break Funding Payments. In the event of (a) the payment of any
 principal of any Eurodollar Loan other than  on the last day of an  Interest
 Period applicable thereto (including  as a result of  an Event of  Default),
 (b) the conversion of any Eurodollar Loan other than on the last day of  the
 Interest Period  applicable thereto,  (c) the  failure to  borrow,  convert,
 continue or prepay any  Loan on the date  specified in any notice  delivered
 pursuant hereto  (regardless of  whether such  notice may  be revoked  under
 Section 2.08(b)  and  is  revoked  in  accordance  therewith),  or   (d) the
 assignment of any Eurodollar Loan other than on the last day of the Interest
 Period applicable thereto as a result of a request by the Borrower  pursuant
 to Section 2.13, then, in any such event, the Borrower shall compensate each
 Lender for the loss, cost  and expense attributable to  such event.  In  the
 case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be
 deemed to include an amount determined by  such Lender to be the excess,  if
 any, of (i) the amount of interest which would have accrued on the principal
 amount of such Loan had such event  not occurred, at the Adjusted LIBO  Rate
 that would have been applicable to such  Loan, for the period from the  date
 of such event to the last day  of the then current Interest Period  therefor
 (or, in the case of a failure to borrow, convert or continue, for the period
 that would  have been  the Interest  Period for  such Loan),  over  (ii) the
 amount of interest  which would  accrue on  such principal  amount for  such
 period at the interest rate which such Lender  would bid were it to bid,  at
 the commencement of such period, for dollar deposits of a comparable  amount
 and period from other banks in the eurodollar market.  A certificate of  any
 Lender setting forth any amount or  amounts that such Lender is entitled  to
 receive pursuant to  this Section  shall be  delivered to  the Borrower  and
 shall be conclusive  absent manifest  error.   The Borrower  shall pay  such
 Lender the amount shown as due on any such certificate within 10 days  after
 receipt thereof.

                                 ARTICLE IV

                                   Security

 SECTION 4.01 Collateral. To secure full and complete payment and performance
 of the Obligations, the Borrower shall execute and deliver  or cause  to  be
 executed and delivered the documents  described below covering the  property
 and collateral  described in  this Section 4.01  (which, together  with  any
 other property  and  collateral  which  may  now  or  hereafter  secure  the
 Obligations  or  any   part  thereof,   is  sometimes   herein  called   the
 "Collateral"):

           (a) The Borrower will, and will cause  each of the Guarantors  to,
 grant to the  Administrative Agent, for  the benefit  of the  Administrative
 Agent, the Issuing Bank and the Lenders, a first priority security  interest
 in  all  of  its   accounts,  accounts  receivable,  equipment,   machinery,
 furniture,  fixtures,  inventory,  chattel  paper,  documents,  instruments,
 general intangibles, investment property, intellectual property, and  Equity
 Interests in its Subsidiaries, whether now owned or hereafter acquired,  and
 all products  and  proceeds thereof,  pursuant  to the  Security  Agreement;
 provided that  not more  than 65%  of the  Equity Interests  of any  Foreign
 Subsidiary shall be required to be subject to such security interest.

           (b) The Borrower will, and will cause each of its Subsidiaries to,
 execute and cause  to be executed  such further  documents and  instruments,
 including without limitation, Uniform Commercial Code financing  statements,
 as the  Administrative Agent,  in its  sole discretion,  deems necessary  or
 desirable to evidence and perfect its Liens in the Collateral.

                                  ARTICLE V

                        Representations and Warranties

      The Borrower represents  and warrants to  the Administrative Agent  and
 the Lenders that:

 SECTION 5.01. Organization;  Powers.
                                 Each  of the Borrower  and its  Subsidiaries
 is duly organized, validly existing and  in good standing under the laws  of
 the jurisdiction of its organization, has all requisite power and  authority
 to carry on its business as now  conducted and, except where the failure  to
 do so, individually or in the aggregate, could not reasonably be expected to
 result in a Material Adverse Effect, is qualified to do business in, and  is
 in good standing in, every jurisdiction  where because of the nature of  its
 activities or properties such qualification is required.

 SECTION 5.02.   Authorization;  Enforceability.   The  Transactions  and the
 Acquisition of the  Company are within  the powers of  the Borrower and  the
 Subsidiaries, respectively, and have been  duly authorized by all  necessary
 action.  This Agreement  and the other Loan  Documents to which Borrower  or
 any Guarantor  is a  party have  been duly  executed and  delivered by  such
 Person and constitutes a legal, valid and binding obligation of such Person,
 enforceable in accordance with their respective terms, subject to applicable
 bankruptcy, insolvency, reorganization, moratorium  or other laws  affecting
 creditors' rights generally  and subject  to general  principles of  equity,
 regardless of whether considered in a proceeding  in equity or at law.   The
 Acquisition of the Company is within the Company's corporate powers and  has
 been duly authorized by all necessary action.

 SECTION 5.03. Governmental Approvals; No Conflicts. Neither the Transactions
 nor the Acquisition of the Company (a) require any consent or  approval  of,
 registration or  filing  with, or  any  other action  by,  any  Governmental
 Authority, except such as have been obtained  or made and are in full  force
 and effect or failure  to do so  would not have  a Material Adverse  Effect,
 (b) will violate any applicable law or regulation or the charter, by-laws or
 other organizational documents of the Borrower or any of its Subsidiaries or
 any order of any Governmental Authority, other than any violation that would
 not have a Material Adverse Effect, (c) will  violate or result in a default
 under any indenture, agreement or other instrument binding upon the Borrower
 or any of its Subsidiaries,  or their respective assets,  or give rise to  a
 right thereunder to require any payment to be made by the Borrower or any of
 its Subsidiaries, other than  any violation that would  not have a  Material
 Adverse Effect, and  (d) will result in  the creation or  imposition of  any
 Lien on any asset  of the Borrower  or any of  its Subsidiaries, other  than
 Liens created or imposed by the Transactions.

 SECTION 5.04. Financial Condition; No Material Adverse Change.

           (a) The Borrower  has  heretofore furnished  to  the  Lenders  its
 consolidated balance sheet  and statements of  income, stockholders'  equity
 and cash flows  as of  and for  the fiscal  years ended  December 31,  1997,
 December   31,   1998    and   December   31,    1999,   reported   on    by
 PricewaterhouseCoopers LLP, independent public accountants.  Such  financial
 statements present fairly, in all material respects, the financial  position
 and  results  of  operations  and  cash  flows  of  the  Borrower  and   its
 consolidated  Subsidiaries  as  of  such  dates  and  for  such  periods  in
 accordance with GAAP.

           (b) Since  December 31, 1998, there  has been no material  adverse
 change in  the  business,  assets, operations  or  condition,  financial  or
 otherwise, of the Borrower and its Subsidiaries, taken as a whole.

           (c) The Company  has  heretofore  furnished  to  the  Lenders  its
 consolidated balance sheet  and statements of  income, stockholders'  equity
 and cash flows (i) as of  and for the fiscal  years ended December 31,  1997
 and December 31,  1998, reported on  by Deloitte &  Touche LLP,  independent
 public accountants and (ii) as of and for the fiscal year ended December 31,
 1999, certified by its chief financial  officer.  Such financial  statements
 present fairly, in all material respects, the financial position and results
 of  operations  and  cash  flows  of   the  Company  and  its   consolidated
 subsidiaries as of such dates and for such periods in accordance with  GAAP,
 subject to year-end audit  adjustments and the absence  of footnotes in  the
 case of the statements referred to in clause (ii) above.

           (d) Since  December 31, 1998, there  has been no material  adverse
 change in  the  business,  assets, operations  or  condition,  financial  or
 otherwise, of the Company  and its subsidiaries, taken as a whole.

           (e) Except as disclosed in  the financial  statements referred  to
 above or the notes  thereto and except for  Disclosed Matters, after  giving
 effect to the Transactions and the  Acquisition of the Company, none of  the
 Borrower or its  Subsidiaries has, as  of the Effective  Date, any  material
 contingent liabilities, unusual long term commitments or unrealized losses.

 SECTION 5.05.  Properties.

           (a) Each of the Borrower and its  Subsidiaries has good title  to,
 or valid leasehold interests in, all its real and personal property material
 to its business,  except for minor  defects in title  that do not  interfere
 with its  ability to  conduct  its business  as  currently conducted  or  to
 utilize such  properties  for  their intended  purposes,  and  none  of  the
 properties, assets or leasehold interests of the Borrower or any  Subsidiary
 is subject to any Lien, except as permitted by Section 8.02.

           (b) Each of the Borrower and its Subsidiaries owns, or is licensed
 to  use,  all   trademarks,  tradenames,  copyrights,   patents  and   other
 intellectual property material to its business,  and the use thereof by  the
 Borrower and its Subsidiaries does not infringe upon the rights of any other
 Person, except  for any  such infringements  that,  individually or  in  the
 aggregate, could not reasonably be expected to result in a Material  Adverse
 Effect.

 SECTION 5.06.  Litigation and Environmental Matters.

           (a) There are no actions,  suits or proceedings  by or before  any
 arbitrator or Governmental Authority pending against or, to the knowledge of
 the Borrower, threatened  against or affecting  the Borrower or  any of  its
 Subsidiaries (i) as to which there is a reasonable possibility of an adverse
 determination  and  that,  if  adversely  determined,  could  reasonably  be
 expected, individually or in the aggregate, to result in a Material  Adverse
 Effect  (other  than  the  Disclosed  Matters)  or  (ii) that  involve  this
 Agreement, any of the other Loan  Documents, the Acquisition of the  Company
 or the Transactions.

           (b) Except for the Disclosed  Matters and except  with respect  to
 any other  matters  that,  individually  or  in  the  aggregate,  could  not
 reasonably be expected to result in  a Material Adverse Effect, neither  the
 Borrower nor  any of  its Subsidiaries  (i) has failed  to comply  with  any
 Environmental Law or to obtain, maintain or comply with any permit,  license
 or other  approval required  under any  Environmental Law,  (ii) has  become
 subject to any  Environmental Liability,  (iii) has received  notice of  any
 claim with respect to any Environmental Liability or (iv) knows of any basis
 for any Environmental Liability.

           (c) Since the date of this Agreement, there has been no change  in
 the status of the Disclosed Matters that, individually or in the  aggregate,
 has resulted  in, or  materially increased  the  likelihood of,  a  Material
 Adverse Effect.

 SECTION 5.07.  Compliance with Laws and Agreements.
                                                 Each of the Borrower and its
 Subsidiaries is  in  compliance with all laws, regulations and orders of any
 Governmental Authority applicable to it or its property and all  indentures,
 agreements and other  instruments binding upon  it or  its property,  except
 where the failure  to do  so, individually or  in the  aggregate, could  not
 reasonably be expected to result in  a Material Adverse Effect.  No  Default
 has occurred and is continuing.

 SECTION 5.08 Investment and Holding Company Status. Neither the Borrower nor
 any of its  Subsidiaries is (a) an  "investment company" as  defined in,  or
 subject to regulation  under, the Investment  Company Act of  1940 or  (b) a
 "holding company" as defined in, or subject to regulation under, the  Public
 Utility Holding Company Act of 1935.

 SECTION 5.09.  Taxes.
                  Each of the Borrower and its Subsidiaries has timely  filed
 or caused to  be filed all  Tax returns and  reports required  to have  been
 filed and has paid or caused to be paid all Taxes required to have been paid
 by  it,  except  (a) Taxes  that  are  being  contested  in  good  faith  by
 appropriate proceedings and for  which the Borrower  or such Subsidiary,  as
 applicable, has  set aside  on its  books adequate  reserves or  (b) to  the
 extent that the failure to do so could not reasonably be expected to  result
 in a Material Adverse Effect.

 SECTION 5.10. ERISA.  No ERISA Event has occurred  or is reasonably expected
 to occur that when taken together with all other such ERISA Events for which
 liability is reasonably expected to occur,  could reasonably be expected  to
 result in a Material Adverse Effect.   The present value of all  accumulated
 benefit obligations  under each  Plan (based  on  the assumptions  used  for
 purposes of Statement of Financial Accounting Standards No. 87) did not,  as
 of the date of the most recent financial statements reflecting such amounts,
 exceed by more than $1,000,000 the fair  market value of the assets of  such
 Plan, and the present  value of all accumulated  benefit obligations of  all
 underfunded Plans (based on the assumptions  used for purposes of  Statement
 of Financial Accounting  Standards No. 87) did  not, as of  the date of  the
 most recent financial  statements reflecting  such amounts,  exceed by  more
 than $1,000,000 the fair market value of the assets of all such  underfunded
 Plans.

 SECTION 5.11.  Disclosure.  The Borrower has disclosed to  the  Lenders  all
 agreements, instruments and corporate or other restrictions to which it, any
 of its Subsidiaries  is subject, and  all other matters  known to it,  that,
 individually or in the aggregate, could reasonably be expected to result  in
 a Material  Adverse Effect.   None  of  the reports,  financial  statements,
 certificates or other information furnished by or on behalf of the  Borrower
 to the Administrative Agent or any Lender in connection with the negotiation
 of this Agreement  or delivered hereunder  (as modified  or supplemented  by
 other information so furnished) contains  any material misstatement of  fact
 or omits  to  state any  material  fact  necessary to  make  the  statements
 therein, in the light of the  circumstances under which they were made,  not
 misleading; provided that, with respect to projected financial  information,
 the Borrower  represents only  that such  information was  prepared in  good
 faith based upon assumptions believed to be reasonable at the time.

 SECTION 5.12. Year  2000.  The Year 2000  date  change has  not  resulted in
 disruption of  the  Borrower's  and  its  Subsidiaries'  computer  hardware,
 software,  databases,  systems  and  other  equipment  containing   embedded
 microchips (including systems and equipment supplied by others or with which
 the Borrower's or its Subsidiaries' systems interface), or to the Borrower's
 or its Subsidiaries' operations or business  systems, or to the best of  the
 Borrower's or its  Subsidiaries' knowledge,  to the  operations or  business
 systems  of  the   Borrower's  major  vendors,   customers,  suppliers   and
 counterparties.   Borrower has  no reason  to believe  that liabilities  and
 expenditures related  to  the  Year  2000  date-change  (including,  without
 limitation, costs caused  by reprogramming  errors, the  failure of  others'
 systems or equipment, and the potential  liability, if any, of the  Borrower
 or   its Subsidiaries  for Year 2000  related costs  incurred or  disruption
 experienced by  others) will  result  in a  Default  or a  Material  Adverse
 Effect.

 SECTION 5.13. Indebtedness.     The  Borrower  and its  Subsidiaries have no
 Indebtedness, except as disclosed on Schedule 8.01 or otherwise permitted by
 Section 8.01.

 SECTION 5.14. Subsidiaries.   The  Borrower  has  no Subsidiaries other than
 those listed on Schedule 5.14 hereto,  and  Schedule  5.14  sets  forth  the
 jurisdiction of organization of  each Subsidiary and  the percentage of  the
 Borrower's or any Subsidiary's ownership of the outstanding voting stock  or
 other ownership or Equity  Interests of each  Subsidiary and designates  the
 Subsidiaries as  of the  Effective  Date.   All  of the  outstanding  Equity
 Interests of each Subsidiary have been validly issued, is fully paid, and is
 nonassessable.  The Borrower shall, from time to time as necessary,  deliver
 to the  Administrative Agent  an updated  Schedule 5.14 to  this  Agreement,
 together with  a  certificate  of an  authorized  officer  of  the  Borrower
 certifying that the information set forth in  such schedule is true, correct
 and complete as of such date.

 SECTION 5.15.  Inventory.
                      All inventory of the Borrower and its Subsidiaries  has
 been and will hereafter be produced in compliance with all applicable  laws,
 rules,  regulations,   and   governmental  standards,   including,   without
 limitation, the  minimum wage  and overtime  provisions  of the  Fair  Labor
 Standards Act,  as  amended  (29 U.S.C.  SS 201-219),  and  the  regulations
 promulgated thereunder,  except  any  noncompliance that  does  not  have  a
 Material Adverse Effect.

 SECTION 5.16.  Patents, Trademarks and Copyrights.  Schedule 5.16 sets forth
 a true, accurate and complete listing as of the date hereof, of all patents,
 trademarks and copyrights,  and applications therefor,  of the Borrower  and
 its Subsidiaries.  Except as created or permitted under the Loan  Documents,
 no Lien  exists  with  respect to  the  interests  of the  Borrower  or  any
 Subsidiary in any such patents, trademarks, copyrights or applications,  and
 neither the Borrower nor any Subsidiary has transferred or subordinated  any
 interest  it  may   have  in  such   patents,  trademarks,  copyrights   and
 applications.  The Borrower shall, from  time to time as necessary,  deliver
 to the  Administrative Agent  an updated  Schedule 5.16 to  this  Agreement,
 together with  a  certificate  of an  authorized  officer  of  the  Borrower
 certifying that the information set forth on such schedule is true,  correct
 and complete as of such date.  Upon the request of the Administrative  Agent
 at any time, the Borrower shall execute and deliver and cause to be executed
 and  delivered  assignments  of  all  patents,  trademarks,  copyrights  and
 applications  therefor  included  in  the   Collateral,  in  favor  of   the
 Administrative Agent for  the benefit of  the Administrative  Agent and  the
 Lenders, which assignments shall  be in form  and substance satisfactory  to
 the Administrative Agent and  in proper form (i) for  recording in the  U.S.
 Patent and Trademark Office to  properly reflect the Administrative  Agent's
 security interest in all U.S. patents, trademarks and applications  therefor
 included in the Collateral and (ii) for  recording with the U.S. Library  of
 Congress to properly reflect the Administrative Agent's security interest in
 all U.S. copyrights and applications therefor included in the Collateral.

 SECTION 5.17. Margin Securities.  Neither the   Borrower  nor  any  of   its
 Subsidiaries is engaged principally, or as one of its important  activities,
 in the  business  of extending  credit  for  the purpose  of  purchasing  or
 carrying any "margin stock" within  the meaning of Regulation  T, U or X  of
 the Board, as amended.   No part of  the proceeds of  any Borrowing will  be
 used, directly or indirectly,  to purchase or carry  any margin stock or  to
 extend credit to  others for the  purpose of purchasing  or carrying  margin
 stock.

 SECTION 5.18. Labor Matters.  Except for any of the following that would not
 have a  Material  Adverse Effect,  (a) there  are no  actual  or  threatened
 strikes, labor  disputes, slow  downs, walkouts,  work stoppages,  or  other
 concerted interruptions of operations that involve any employees employed at
 any time in connection with the business activities or operations at any  of
 the Borrower's  or  its Subsidiaries'  locations,  (b) hours worked  by  and
 payment made to the employees of  the Borrower or its Subsidiaries have  not
 been in violation of  the Fair Labor Standards  Act or any other  applicable
 laws, rules and  regulations pertaining to  labor matters, (c) all  payments
 due from the Borrower  or its Subsidiaries for  employee health and  welfare
 insurance, including, without  limitation, workers' compensation  insurance,
 have been paid  or accrued  as a liability  on its  books, (d) the  business
 activities and  operations  of the  Borrower  and its  Subsidiaries  are  in
 compliance with the Occupational Safety and Health Act of 1970, 29 U.S.C.  S
 651 et  seq.  and  other  applicable  health  and  safety  laws,  rules  and
 regulations.

 SECTION 5.19. Solvency.  On the Effective Date  and  on  the  date  of  each
 Borrowing, the Borrower and each of  its Subsidiaries are, and after  giving
 effect to the Transactions, the Acquisition of the Company and the requested
 Borrowing, will be, Solvent.

 SECTION 5.20.  Burdensome Agreements.   Neither the  Borrower nor any of its
 Subsidiaries are a  party to  any agreements  which contain  any unusual  or
 burdensome provisions which are  reasonably likely to  result in a  Material
 Adverse Effect.

                                 ARTICLE VI

                                  Conditions

 SECTION 6.01. Effective Date.   The obligations of the Lenders to make Loans
 hereunder  shall  not  become  effective  until   the  date  on  which   the
 Administrative Agent (or its counsel) has received (or waived in  accordance
 with  Section 12.02)  each   of  the  following,   in  form  and   substance
 satisfactory to the Administrative Agent:

           (a) Credit Agreement.  Either (i) a counterpart of this  Agreement
 signed on behalf of each party hereto or (ii) written evidence  satisfactory
 to the Administrative Agent  (which may include  telecopy transmission of  a
 signed signature  page of  this  Agreement) that  such  party has  signed  a
 counterpart of this Agreement.

           (b) Resolutions.    Such  documents   and  certificates   as   the
 Administrative Agent or its counsel may  reasonably request relating to  the
 organization,  existence  and  good  standing   of  the  Borrower  and   its
 Subsidiaries (including the Company and its subsidiaries), the authorization
 of the Transactions, and any other  legal matters relating to the  Borrower,
 its Subsidiaries, the Company or its subsidiaries, the Loan Documents or the
 Transactions, all in form and  substance satisfactory to the  Administrative
 Agent and its counsel.

           (c) Corporate Structure.  Evidence of the Borrower's corporate and
 subsidiary structure, which  evidence and structure shall be satisfactory to
 the Administrative Agent in its reasonable judgment.

           (d) Governmental and  Third Party Approvals.  All governmental and
 third-party approvals necessary or advisable, in the reasonable judgment  of
 the Administrative Agent,  in connection with  the Loans  and in  connection
 with the continuing operations of each of the Borrower, its Subsidiaries and
 the Company.

           (e) Financial Statements.  The  financial statements specified  in
 Section 5.04, which shall be satisfactory to the Administrative Agent in its
 reasonable judgment.

           (f) Reports and Opinions.   An independent  auditor's most  recent
 management letter  and  unqualified report  and  opinion on  the  Borrower's
 financial statements.

           (g) Notes.  The Notes executed by the Borrower.

           (h) Security Agreement.  The  Security Agreement  executed by  the
 Borrower and the Guarantors.

           (i) Financing Statements.    Uniform  Commercial  Code   financing
 statements executed  by the  Borrower and  the Guarantors  and covering  the
 Collateral.

           (j) Equity  Interests.  The original certificates representing the
 Equity Interests included in the  Collateral, together with transfer  powers
 duly executed in blank by the Borrower.

           (k) Instruments and Chattel Paper.  The  originals of any and  all
 instruments and chattel paper included in the Collateral, including  without
 limitation, all promissory  notes evidencing  all intercompany  Indebtedness
 owed to  Borrower or  any  Guarantor by  Borrower  or any  Subsidiary,  each
 endorsed to the order of the Administrative Agent.

           (l) Intellectual   Property    Documentation.        Documentation
 satisfactory to  the  Administrative  Agent,  executed  by  the  appropriate
 parties, (i)  for recording  in  the U.S.  Patent  and Trademark  Office  to
 properly reflect the  Administrative Agent's security  interest in all  U.S.
 patents, trademarks  and  applications  therefor of  the  Borrower  and  the
 Guarantors, and  (ii)  for  recording with  the  United  States  Library  of
 Congress to properly reflect the Administrative Agent's security interest in
 all U.S.  copyrights  and applications  therefor  of the  Borrower  and  the
 Guarantors.

           (m) Guaranty.  The Guaranty executed by each Guarantor.

           (n) Contribution and Indemnification Agreement.  The  Contribution
 and Indemnification Agreement executed by the Borrower and each Guarantor.

           (o) Landlord and Mortgagee  Waivers or  Subordinations.   Landlord
 and mortgagee waivers or subordinations  in form and substance  satisfactory
 to the Administrative Agent executed by  each landlord and mortgagee of  any
 real property located in  the United States where  any of the Collateral  is
 located, as well as any other  agreements of third parties in possession  of
 any of the Collateral as the Administrative Agent may reasonably require.

           (p) Insurance Policies.   Certificate(s) of  insurance  evidencing
 all insurance policies required by Section 7.07, together with loss  payable
 endorsements (where applicable)  in favor of  the Administrative Agent,  for
 the benefit of the  Administrative Agent and   the Lenders, with respect  to
 all insurance policies covering Collateral.

           (q) Lien Searches.  The  results of   UCC, tax  and judgment  lien
 searches showing all financing statements,   other documents or  instruments
 and tax  and judgment  liens   on file  against each  of the  Borrower,  the
 Subsidiaries and the  Company in  such jurisdictions  as the  Administrative
 Agent may require, such searches to  be as of a  date no more than  ten (10)
 days prior to the Effective Date.

           (r) Opinion of Counsel.  A favorable written opinion (addressed to
 the Administrative Agent and  the Lenders and dated  the Effective Date)  of
 Locke, Liddell &  Sapp, counsel for  the Borrower and  the Subsidiaries,  in
 form and  substance satisfactory  to the  Administrative  Agent, as  to  the
 matters specified on Exhibit "F" hereto and  such other matters relating  to
 the Borrower, this Agreement, the other  Loan Documents or the  Transactions
 as the Administrative Agent shall reasonably request, provided that opinions
 regarding matters  relating to  the Company  and its  Subsidiaries shall  be
 given by Ric Floyd, in house  counsel for the Borrower and the  Subsidiaries
 pursuant to a favorable written opinion  in form and substance  satisfactory
 to the Administrative Agent.  The  Borrower hereby requests such counsel  to
 deliver such opinions.

           (s) Indebtedness.   All terms of  the Material Indebtedness of the
 Borrower, its Subsidiaries, and the Company, which shall be satisfactory  to
 the Lenders, and all  requisite consents, approvals and amendments  relating
 to such  Material  Indebtedness,  which  shall  be  in  form  and  substance
 satisfactory to the Administrative Agent.

           (t) Compliance  Certificate.   An initial  Compliance  Certificate,
 dated the Effective Date and signed by a Financial Officer of the  Borrower,
 confirming compliance with the conditions  set forth in paragraphs (a),  (b)
 and (c) of Section 6.02 and showing compliance as of  December 31, 1999 with
 the financial covenants set  forth in Article  IX, on a  pro forma basis  as
 though the Acquisition of the Company has been completed.

           (u) Solvency Certificates.  Certificates, dated the Effective Date
 and signed by a Financial Officer of the Borrower, each of the Subsidiaries,
 and the Company, certifying as to the Solvency of the Borrower, each of  the
 Subsidiaries and  the Company  as of  the Effective  Date and  after  giving
 effect to the Transactions and the Acquisition of the Company.

           (v) Fees and Expenses.  All fees and other amounts due and payable
 on or  prior  to the  Effective  Date,  including to  the  extent  invoiced,
 reimbursement or payment of all reasonable attorneys' fees and out-of-pocket
 expenses required to be reimbursed or paid by the Borrower hereunder.

           (w) Acquisition  Documents.   Copies of  the Acquisition Documents
 and all  certificates, opinions  and other  documents delivered  thereunder,
 certified by a Financial Officer as  complete and correct, and all  consents
 and approvals required  to be obtained  from any  Governmental Authority  or
 other Person in  connection with the  Acquisition.   All applicable  waiting
 periods and appeal  periods shall  have expired,  in each  case without  the
 imposition of any burdensome conditions.   The Acquisition shall have  been,
 or substantially simultaneously  with the initial  funding of  Loans on  the
 Effective Date  shall be,  consummated in  accordance with  the  Acquisition
 Documents and applicable  law, without  any amendment  to or  waiver of  any
 material terms or conditions  of the Acquisition  Documents not approved  by
 the Required Lenders.

           (x) Liens.   All existing Liens on any  assets of the Borrower and
 its Subsidiaries,  and  of  the Company  and  its  subsidiaries,  including,
 without limitation,  Liens  of Imperial  Bank,  shall be  terminated  and/or
 released.

           (y) Additional  Documentation.    Such  additional  documents  and
 certificates as  the  Administrative Agent  or  its counsel  may  reasonably
 request relating to the organization, existence and good standing of each of
 the Borrower, the Subsidiaries,  and the Company,  the authorization of  the
 Transactions and the Acquisition of the Company, and any other legal matters
 relating to the Borrower, the Subsidiaries, the Company, this Agreement, the
 Acquisition of the Company, or the  Transactions, all in form and  substance
 satisfactory to the Administrative Agent and its counsel.

 The Administrative Agent shall  notify the Borrower and  the Lenders of  the
 Effective Date, and such notice shall be conclusive and binding.

 SECTION 6.02 Each Credit Event. The obligation of each Lender to make a Loan
 on the occasion of any Borrowing, and of the Issuing Bank  to issue,  amend,
 renew or extend any Letter of Credit, is subject to the satisfaction of  the
 following conditions:

           (a) Representations  and  Warranties.    The  representations  and
 warranties of the Borrower  set forth in this  Agreement and the other  Loan
 Documents shall be true and correct on and as of the date of such  Borrowing
 or the date of issuance, amendment,  renewal or extension of such Letter  of
 Credit, as applicable.

           (b) No  Default.   At  the time  of  and immediately  after giving
 effect to such  Borrowing or  the date  of issuance,  amendment, renewal  or
 extension of such  Letter of Credit,  as applicable, no  Default shall  have
 occurred and be continuing.

           (c) Material   Adverse   Effect.     No   event,   development  or
 circumstance has occurred  or exists  that has  had or  could reasonably  be
 expected to have a Material Adverse Effect.

           (d) Borrowing  Request Form.   With respect to  any Borrowing, the
 Administrative Agent shall have received, in accordance with Section 2.03, a
 Borrowing Request Form,  dated the date  of such Borrowing,  executed by  an
 authorized officer of the Borrower.

           (e) Additional Documentation.  The Administrative Agent shall have
 received  such  additional   approvals,  opinions,  or   documents  as   the
 Administrative Agent or its legal counsel may reasonably request.

           (f) Each  Borrowing  and  each  issuance,  amendment,  renewal  or
 extension of  such  Letter  of  Credit  shall  be  deemed  to  constitute  a
 representation and warranty by  the Borrower on the  date thereof as to  the
 matters specified in paragraphs (a), (b) and (c) of this Section.

                                 ARTICLE VII

                            Affirmative Covenants

      Until the Commitments have expired or been terminated and the principal
 of and interest on each Loan and all fees payable hereunder shall have  been
 paid in full, and all Letters of Credit shall have expired or terminated and
 all LC Disbursements shall have been reimbursed, the Borrower covenants  and
 agrees with the Administrative Agent and the Lenders that:

 SECTION 7.01.  Financial Statements  and Other  Information.   The  Borrower
 will furnish to the Administrative Agent and each Lender:

           (a) within  90 days  after the  end  of  each fiscal  year  of the
 Borrower, its audited consolidated balance  sheet and related statements  of
 operations, stockholders' equity  and cash flows  as of the  end of and  for
 such year, setting forth  in each case in  comparative form the figures  for
 the previous fiscal year, all reported  on by PricewaterhouseCoopers LLP  or
 other  independent  public  accountants  of  recognized  national   standing
 (without a "going concern"  or like qualification  or exception and  without
 any qualification or exception as to the scope of such audit) to the  effect
 that such consolidated financial statements  present fairly in all  material
 respects the financial condition and results  of operations of the  Borrower
 and its consolidated Subsidiaries on a consolidated basis in accordance with
 GAAP consistently applied;

           (b) within 45 days after the end of each of the first three fiscal
 quarters of each fiscal year of the Borrower, its consolidated balance sheet
 and related statements of operations, stockholders' equity and cash flows as
 of the end of and for  such fiscal quarter and  the then elapsed portion  of
 the fiscal year, setting forth in each case in comparative form the  figures
 for the corresponding period or periods of  (or, in the case of the  balance
 sheet, as of the end of) the previous  fiscal year, all certified by one  of
 its Financial Officers  as presenting fairly  in all  material respects  the
 financial condition  and  results of  operations  of the  Borrower  and  its
 consolidated Subsidiaries on  a consolidated basis  in accordance with  GAAP
 consistently applied, subject to normal  year-end audit adjustments and  the
 absence of footnotes;

           (c) concurrently  with any delivery  of financial statements under
 clause (a) or (b) above, a Compliance Certificate of a Financial Officer  of
 the Borrower (i) certifying as to whether  a Default has occurred and, if  a
 Default has occurred, specifying the details thereof and any action taken or
 proposed to be  taken with  respect thereto,  (ii) setting forth  reasonably
 detailed calculations demonstrating compliance with the financial  covenants
 set forth herein  and (iii) stating  whether any change  in GAAP  or in  the
 application thereof has  occurred since the  date of  the audited  financial
 statements referred to in Section 5.04 and, if any such change has occurred,
 specifying  the  effect   of  such  change   on  the  financial   statements
 accompanying such certificate;

           (d) concurrently  with any delivery  of financial statements under
 clause (a) above, a certificate of the accounting firm that reported on such
 financial statements  stating whether  they  obtained knowledge  during  the
 course of  their examination  of such  financial statements  of any  Default
 (which certificate may be limited to the extent required by accounting rules
 or guidelines);

           (e) promptly  after the same become  publicly available, copies of
 all periodic and other reports, proxy  statements and other materials  filed
 by  the  Borrower  or  any  Subsidiary  with  the  Securities  and  Exchange
 Commission, or any Governmental  Authority succeeding to any  or all of  the
 functions of said Commission, or with  any national securities exchange,  or
 distributed by the Borrower to its  shareholders generally, as the case  may
 be; and

           (f) promptly  following  any request  therefor,  such projections,
 budgets and other information regarding the operations, business affairs and
 financial condition of the  Borrower or any  Subsidiary, or compliance  with
 the  terms  of  this  Agreement  and  the  other  Loan  Documents,  as   the
 Administrative Agent may reasonably request.

 SECTION 7.02.  Notices of Material Events.  The Borrower will furnish to the
 Administrative Agent and each Lender prompt written notice of the following:

           (a) the occurrence of any Default;

           (b) the filing or commencement of  any action, suit or  proceeding
 by or before any arbitrator or  Governmental Authority against or  affecting
 the Borrower or any Affiliate thereof  that, if adversely determined,  could
 reasonably be expected to result in a Material Adverse Effect;

           (c) the occurrence of any ERISA Event that, alone or together with
 any other ERISA Events that have  occurred, could reasonably be expected  to
 result in liability  of the Borrower  and its Subsidiaries  in an  aggregate
 amount exceeding $1,000,000; and

           (d) any other development that results in, or could reasonably  be
 expected to result in, a Material Adverse Effect.

 Each notice delivered under this Section shall be accompanied by a statement
 of a Financial Officer  or other executive officer  of the Borrower  setting
 forth the details of the event or development requiring such notice and  any
 action taken or proposed to be taken with respect thereto.

 SECTION 7.03.   Existence; Conduct  of Business.
                                           The Borrower will, and will  cause
 each of its Subsidiaries to, do or cause to be done all things necessary  to
 preserve, renew and keep  in full force and  effect its legal existence  and
 the  rights,  licenses,  permits,  privileges,  agreements  and   franchises
 material to the conduct of its  business; provided that the foregoing  shall
 not prohibit any merger, consolidation, liquidation or dissolution permitted
 under Section 8.03.

 SECTION 7.04.   Payment of  Obligations.
                                   The Borrower will, and will cause each  of
 its Subsidiaries to, pay its  obligations, including Tax liabilities,  that,
 if not paid, could result in a Material  Adverse Effect or become a Lien  on
 any of its property, before the same shall become delinquent or in  default,
 except where (a) the validity or amount  thereof is being contested in  good
 faith by appropriate  proceedings, (b) the Borrower  or such Subsidiary  has
 set aside on its books adequate reserves with respect thereto in  accordance
 with GAAP and (c) the failure to make payment pending such contest could not
 reasonably be expected to result in a Material Adverse Effect.

 SECTION 7.05.   Maintenance of  Properties.
                                      The Borrower will, and will cause  each
 of its Subsidiaries to  keep, maintain and  preserve all property  (tangible
 and intangible) material  to the  conduct of  its business  in good  working
 order and condition, ordinary wear and tear excepted.

 SECTION 7.06.   Books and  Records; Inspection Rights.
                                                 The Borrower will, and  will
 cause each of its Subsidiaries to,  keep proper books of record and  account
 in which  full,  true and  correct  entries are  made  of all  dealings  and
 transactions in relation to its business and activities.  The Borrower will,
 and will  cause each  of its  Subsidiaries  to, permit  any  representatives
 designated by the Administrative Agent or any Lender, upon reasonable  prior
 notice, to visit and  inspect its properties, to  examine and make  extracts
 from its  books  and records,  and  to  discuss its  affairs,  finances  and
 condition with  its  officers  and  independent  accountants,  all  at  such
 reasonable times and as often as reasonably requested.

 SECTION 7.07.   Insurance.
                      The Borrower will maintain, and will cause each of  the
 Subsidiaries to  maintain, insurance  with financially  sound and  reputable
 insurance companies in such  amounts and covering such  risks as is  usually
 carried by corporations  engaged in  similar businesses  and owning  similar
 properties in  the  same  general  areas  in  which  the  Borrower  and  the
 Subsidiaries operate, provided that in any event the Borrower will  maintain
 and cause  each  Subsidiary  to maintain  workers'  compensation  insurance,
 property insurance,  comprehensive  general  liability  insurance,  products
 liability  insurance,   and  business   interruption  insurance   reasonably
 satisfactory to  the  Lenders.   Each  property  insurance  policy  covering
 Collateral shall name the Administrative Agent as loss payee for the benefit
 of the Lenders and shall  provide that such policy  will not be canceled  or
 reduced without thirty (30) days' prior written notice to the Administrative
 Agent.

 SECTION 7.08.   Compliance  with Laws.
                                 The  Borrower will, and  will cause each  of
 its Subsidiaries to, and with respect to ERISA will cause each of its  ERISA
 Affiliates to, comply with  all laws, rules, regulations  and orders of  any
 Governmental Authority applicable to  it or its  property, except where  the
 failure to do so, individually or in the aggregate, could not reasonably  be
 expected to result in a Material Adverse Effect.

 SECTION 7.09.   Use  of Proceeds.
                            The proceeds of  the Loans will be used only  for
 general corporate purposes of the  Borrower and its Subsidiaries,  including
 the refinancing of the  Indebtedness of the Company  in connection with  the
 Acquisition  of  the  Company  and  other  Acquisitions  permitted  by  this
 Agreement.   No part  of the  proceeds of  any Loan  will be  used,  whether
 directly or indirectly, for any purpose  that entails a violation of any  of
 the Regulations of the Board, including Regulations T, U and X.  Letters  of
 Credit will be  issued only  to support  general corporate  purposes of  the
 Borrower and its Subsidiaries.

 SECTION 7.10.  Compliance  with Agreements.
                                         The Borrower will  comply, and  will
 cause  each  Subsidiary  to  comply,  in  all  material  respects  with  all
 agreements, contracts,  and  instruments  binding on  it  or  affecting  its
 properties or business.

 SECTION 7.11.  Additional  Subsidiaries.
                                     If any  additional Subsidiary is  formed
 or  acquired  after  the  Effective  Date,  the  Borrower  will  notify  the
 Administrative Agent and the Lenders thereof and (a) the Borrower will cause
 such Subsidiary (except any Foreign Subsidiary) to become a Guarantor within
 three Business Days after such Subsidiary is formed or acquired and promptly
 take such actions to create and perfect Liens on such Subsidiary's assets to
 secure the Obligations as the Administrative  Agent or the Required  Lenders
 shall reasonably request and (b) if any  Equity Interest in or  Indebtedness
 of such  Subsidiary  are owned  by  or on  behalf  of the  Borrower  or  any
 Guarantor, the  Borrower will  cause such  Equity Interests  and  promissory
 notes evidencing such Indebtedness to be pledged to the Administrative Agent
 and the Lenders within three Business  Days after such Subsidiary is  formed
 or acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares
 of common stock of such Subsidiary  to be pledged may  be limited to 65%  of
 the outstanding shares of common stock of such Subsidiary).

 SECTION 7.12.   Real Property.
                          Upon acquisition of any ownership interest in  real
 property by the  Borrower or  any Subsidiary,  the Borrower  will, and  will
 cause each such  Subsidiary to, execute  and deliver  to the  Administrative
 Agent such documents  as the Administrative  Agent may  require, granting  a
 first priority  lien to  the Administrative  Agent for  the benefit  of  the
 Lenders on  such real  property and  all  improvements and  other  property,
 rights and interests  located thereon  or related  thereto, which  documents
 shall be in  form and substance  satisfactory to  the Administrative  Agent,
 together with evidence of the recordation  thereof and such title  insurance
 policies,  surveys,   appraisals,   environmental   reports,   certificates,
 instruments and  legal opinions  requested by  the Administrative  Agent  in
 connection therewith.

 SECTION 7.13.  Further  Assurances.  The Borrower will, and will cause  each
 Subsidiary to, execute and deliver  such further agreements and  instruments
 and take such further action as may be requested by the Administrative Agent
 to carry out  the provisions and  purposes of this  Agreement and the  other
 Loan Documents  and  to create,  preserve,  and  perfect the  Liens  of  the
 Administrative Agent, for the  benefit of the  Administrative Agent and  the
 Lenders, in the Collateral.

                                ARTICLE VIII

                              Negative Covenants

      Until the Commitments have expired or  terminated and the principal  of
 and interest on each Loan and all  fees payable hereunder have been paid  in
 full, and  all  Letters  of  Credit  have  expired  or  terminated  and  all
 LC Disbursements shall  have been  reimbursed,  the Borrower  covenants  and
 agrees with the Administrative Agent and the Lenders that:

 SECTION 8.01  Indebtedness.  The Borrower  will not, and will not permit any
 Subsidiary to, create, incur,  assume or permit  to exist any  Indebtedness,
 except:

           (a) Indebtedness created hereunder;

           (b) Indebtedness existing on  the  date hereof  and set  forth  in
 Schedule 8.01,  and  extensions,  renewals  and  replacements  of  any  such
 Indebtedness that do not increase  the outstanding principal amount  thereof
 or result in an earlier maturity date;

           (c) Indebtedness of  the Borrower  to  any Guarantor  and  of  any
 Subsidiary to the Borrower or any other Subsidiary that is a Guarantor;

           (d) Guarantees by the Borrower of  Indebtedness of any  Subsidiary
 and by  any  Subsidiary  of  Indebtedness  of  the  Borrower  or  any  other
 Subsidiary;

           (e) Capital Lease Obligations, provided that no Default exists  or
 results therefrom;

           (f) purchase money  Indebtedness of the Borrower or any Subsidiary
 representing the purchase price of equipment,  that is secured by the  asset
 purchased, provided that (i) the principal amount of such Indebtedness  does
 not exceed the purchase price of the equipment acquired, (ii) the Lien  does
 not attach to any other assets of the Borrower or any Subsidiary, and  (iii)
 no Default exists or results therefrom;

           (g) the Subordinated Debt  in  a principal  amount not  to  exceed
 $20,000,000;

           (h) Hedging Agreements permitted by Section 8.05; and

           (i) other unsecured Indebtedness in an aggregate principal  amount
 not exceeding $1,000,000 at any time  outstanding, provided that no  Default
 exists or results therefrom.

 SECTION 8.02.   Liens.
                  The Borrower will not, and  will not permit any  Subsidiary
 to, create, incur, assume  or permit to  exist any Lien  on any property  or
 asset now owned or hereafter acquired by it, or assign or sell any income or
 revenues (including  accounts  receivable)  or  rights  in  respect  of  any
 thereof, except:

           (a) Permitted Encumbrances;

           (b) any Lien on  any property  or  asset of  the Borrower  or  any
 Subsidiary existing  on the  date hereof  and  set forth  in  Schedule 8.02;
 provided that (i) such Lien shall not  apply to any other property or  asset
 of the Borrower or any Subsidiary and (ii) such Lien shall secure only those
 obligations which it secures on the date hereof and extensions, renewals and
 replacements thereof that do not  increase the outstanding principal  amount
 thereof;

           (c) Liens permitted by clauses (e) and (f) of Section 8.01; and

           (d) Liens created under the Loan Documents.

 SECTION 8.03.   Fundamental Changes.

           (a) The Borrower will not, and will not permit any Subsidiary  to,
 merge into or consolidate with any other Person, or permit any other  Person
 to merge into or consolidate with it, or liquidate or dissolve, except that,
 if at  the time  thereof  and immediately  after  giving effect  thereto  no
 Default shall have occurred and be  continuing (i) any Subsidiary may  merge
 into the Borrower in  a transaction in which  the Borrower is the  surviving
 corporation, (ii) any Subsidiary that is not a Guarantor may merge into  any
 Subsidiary in a transaction in which  the surviving entity is a  Subsidiary,
 (iii) any Guarantor  may be  dissolved, liquidated  or merged  into  another
 Subsidiary, so long as  such dissolution, liquidation  or merger results  in
 all assets  of  such  Guarantor  being owned  by  the  Borrower  or  another
 Guarantor, (iv) any  Subsidiary that  is not  a Guarantor  may liquidate  or
 dissolve if the Borrower determines in  good faith that such liquidation  or
 dissolution is in the best interests  of the Borrower and is not  materially
 disadvantageous  to  the  Lenders  and  so  long  as  such  liquidation   or
 dissolution results in  all assets  of such  Subsidiary being  owned by  the
 Borrower or another Subsidiary, and (v) any Person that is not a  Subsidiary
 may merge into the Borrower  in a transaction in  which the Borrower is  the
 surviving corporation or into any Subsidiary  in a transaction in which  the
 surviving entity is a Subsidiary; provided that any such merger involving  a
 Person that  is not  a wholly-owned  Subsidiary  immediately prior  to  such
 merger shall not be  permitted unless (x) such merger  is also permitted  by
 Section 8.04 and (y) such merger  does not result  in and is  not part of  a
 transaction or series of transactions that result in a Change in Control.

           (b) The  Borrower  will  not,  and  will  not  permit  any  of its
 Subsidiaries to, engage to  any material extent in  any business other  than
 businesses of the type conducted by the Borrower and its Subsidiaries on the
 date of  execution  of  this Agreement  and  businesses  reasonably  related
 thereto.

 SECTION 8.04. Investments, Loans, Advances, Guarantees and Acquisitions. The
 Borrower will not, and will not permit any of its Subsidiaries to, purchase,
 hold or acquire (including pursuant to  any merger with any Person that  was
 not a wholly owned  Subsidiary prior to such  merger) any Equity  Interests,
 evidences of indebtedness or other securities (including any option, warrant
 or other right to acquire any of the foregoing) of, make or permit to  exist
 any loans or advances to, Guarantee any obligations of, or make or permit to
 exist any investment or any other interest in, any other Person, or purchase
 or otherwise acquire (in one transaction or a series of transactions) all or
 substantially all of the  assets of any  other Person or  any assets of  any
 other Person constituting a business unit or division, except:

           (a) Permitted Investments;

           (b) Equity   Interests  existing  on   the  date   hereof  in   the
 Subsidiaries;

           (c) loans or advances made  by the Borrower  to any Guarantor  and
 made by any Subsidiary  to the Borrower  or any other  Subsidiary that is  a
 Guarantor;

           (d) the Acquisition of the Company;

           (e) Guarantees    constituting    Indebtedness    permitted     by
 Section 8.01; and

           (f) Acquisitions of  Persons  engaged  in  business  of  the  type
 conducted by the Borrower and the  Subsidiaries on the date of execution  of
 this Agreement and businesses reasonably related thereto, provided that  (i)
 the total cash and non-cash consideration  paid and Indebtedness assumed  or
 incurred by  Borrower  or any  Subsidiary  for all  of  such  Acquisition(s)
 (excluding the Acquisition of the Company)  shall not exceed $20,000,000  in
 the aggregate, and  (ii) at  the time of  any such  Acquisition, no  Default
 exists or would result or is projected to result from any such Acquisition.

 SECTION 8.05.  Hedging Agreements.
                              The Borrower will not, and will not permit  any
 of its Subsidiaries to, enter into any Hedging Agreement; provided, however,
 that Borrower and its Subsidiaries shall be permitted to enter into  Hedging
 Agreements in the ordinary course of business to hedge or mitigate risks  to
 which the  Borrower or  any Subsidiary  is  exposed in  the conduct  of  its
 business or the  management of its  liabilities, so long  as (a) no  Default
 exists, (b) such Hedging Agreements shall have a term of less than 90  days,
 and (c)  the  aggregate  amount  of the  obligations  of  Borrower  and  its
 Subsidiaries in respect of any and  all Hedging Agreements having a term  of
 90 days  or  longer,  determined  in  accordance  with  clause  (m)  of  the
 definition of  "Indebtedness" set  forth in  Section1.01, shall  not  exceed
 $2,000,000.

 SECTION 8.06.  Restricted Payments; Certain Payments of Indebtedness.

           (a) The Borrower  will  not,  and  will  not  permit  any  of  its
 Subsidiaries to,  declare or  make, or  agree to  pay or  make, directly  or
 indirectly, any Restricted Payment or  incur any obligation, (contingent  or
 otherwise) to do so, except (a) the  Borrower may declare and pay  dividends
 with respect to its capital stock payable solely in additional shares of its
 common stock, (b) Subsidiaries may declare and pay dividends to the Borrower
 or any Guarantor and (c) the Borrower  or any Subsidiary may acquire  Equity
 Interests in the Borrower in an amount not to exceed an aggregate amount  of
 $5,000,000 under an annual stock repurchase plan.

           (b) The Borrower will not, and will not permit any Subsidiary  to,
 make or agree to pay or make,  directly or indirectly, any payment or  other
 distribution (whether in cash securities or other property) of or in respect
 of principal of  or interest on  any Indebtedness, or  any payment or  other
 distribution (whether in cash, securities or other property), including  any
 sinking fund or  similar deposit, on  account of  the purchase,  redemption,
 retirement, acquisition, cancellation  or termination  of any  Indebtedness,
 except:

                (i) payment of Indebtedness created under the Loan Documents;

                (ii) payment of regularly  scheduled interest  and  principal
           payments as and  when due in  respect of  any Indebtedness,  other
           than payments in  respect of the  Subordinated Debt prohibited  by
           the subordination provisions thereof;

                (iii) refinancings of Indebtedness to the extent permitted by
           Section 8.01; and

                (iv) payment of secured Indebtedness  that becomes  due as  a
           result of the voluntary sale or transfer of the property or assets
           securing such Indebtedness.

 SECTION 8.07.  Transactions with  Affiliates.
                                         The Borrower will not, and will  not
 permit any of  its Subsidiaries to,  sell, lease or  otherwise transfer  any
 property or assets to, or purchase, lease or otherwise acquire any  property
 or assets from, or otherwise engage  in any other transactions with, any  of
 its Affiliates, except as  permitted in Section 8.03  and except (a) in  the
 ordinary course of business at prices  and on terms and conditions not  less
 favorable to the Borrower  or such Subsidiary than  could be obtained on  an
 arm's-length basis from unrelated third parties, (b) transactions between or
 among the Borrower and the Guarantors not involving any other Affiliate  and
 (c) any Restricted Payment permitted by Section 8.06.

 SECTION 8.08.   Restrictive Agreements.
                                  The Borrower will not, and will not  permit
 any of its  Subsidiaries to, directly  or indirectly, enter  into, incur  or
 permit to exist any agreement or other arrangement that prohibits, restricts
 or imposes  any  condition upon  (a) the  ability  of the  Borrower  or  any
 Subsidiary to create,  incur or permit  to exist any  Lien upon  any of  its
 property or assets, or (b) the ability of any Subsidiary to pay dividends or
 other distributions with respect  to any shares of  its capital stock or  to
 make or repay loans or advances to  the Borrower or any other Subsidiary  or
 to Guarantee Indebtedness of the Borrower or any other Subsidiary;  provided
 that (i) the  foregoing  shall  not apply  to  restrictions  and  conditions
 imposed by law or by any  Loan Document, (ii) the foregoing shall not  apply
 to restrictions and  conditions existing on  the date  hereof identified  on
 Schedule 8.08 (but  shall apply  to  any extension  or  renewal of,  or  any
 amendment or modification expanding  the scope of,  any such restriction  or
 condition), (iii) the foregoing  shall not apply  to customary  restrictions
 and conditions contained in agreements relating to the sale of a  Subsidiary
 pending such sale, provided such restrictions  and conditions apply only  to
 the Subsidiary that  is to  be sold and  such sale  is permitted  hereunder,
 (iv) clause (a)  of  the  foregoing  shall  not  apply  to  restrictions  or
 conditions  imposed  by  any  agreement  relating  to  secured  Indebtedness
 permitted by this Agreement if such restrictions or conditions apply only to
 the property or assets securing such Indebtedness and (v) clause (a) of  the
 foregoing shall  not  apply to  customary  provisions in  leases  and  other
 contracts restricting the assignment thereof.

 SECTION 8.09.   Disposition  of Assets.
                                   Except as otherwise  permitted in  Section
 8.03, the Borrower  will not  and will not  permit any  Subsidiary to  sell,
 lease, assign, transfer,  or otherwise dispose  of any  of their  respective
 assets (including without limitation stock or other Equity Interests in  any
 of the Subsidiaries or any of the voting  rights of any such stock or  other
 Equity Interests); provided, however, that the following dispositions  shall
 be permitted so long  as the Borrower and  the Subsidiaries, as  applicable,
 receive full,  fair  and  reasonable  consideration  at  the  time  of  such
 disposition at least  equal to  the fair market  value of  such asset  being
 disposed:

           (a) dispositions of inventory in the  ordinary course of  business
 of the Borrower and its Subsidiaries;

           (b) sales, transfers and other dispositions to the Borrower or any
 wholly-owned Subsidiary that is a Guarantor;

           (c) disposition of assets that are worn out, obsolete or no longer
 used or  useful in  the conduct  of the  business of  the Borrower  and  the
 Subsidiaries, so long as  such assets are replaced  with assets of equal  or
 greater value; and

           (d) dispositions  of  assets   constituting  business   units   or
 divisions of  the Borrower  or any  Subsidiary to  the extent  that  (i) the
 aggregate book value of such assets does not exceed 10% of the fixed  assets
 of the Borrower and the Subsidiaries (which shall be calculated by reference
 to the most recent financial statements provided under Section 7.01  hereof)
 or (ii) the aggregate EBITDA generated  during the twelve-month period  from
 such assets prior to such disposition does not exceed 10% of EBITDA for  the
 prior twelve  month  period.    Notwithstanding  anything  to  the  contrary
 contained in Section 8.03 of this Agreement, a business unit or division  of
 the Borrower or any Subsidiary that is  a Subsidiary but is not a  Guarantor
 may be disposed of under the terms of this Section 8.09(d).

 SECTION 8.10. Sale and Leaseback. The Borrower will not enter into, and will
 not permit any  Subsidiary to enter  into, any arrangement  with any  Person
 pursuant to which it leases from such Person real or personal property  that
 has been or is to be sold or  transferred, directly or indirectly, by it  to
 such Person.

 SECTION 8.11.  Accounting.
                       The Borrower will not, and will not permit any of  its
 Subsidiaries to, change its fiscal year or make any change (a) in accounting
 treatment or reporting practices, except as  required by GAAP and  disclosed
 to the Administrative Agent,  or (b) in tax  reporting treatment, except  as
 required by law and disclosed to the Administrative Agent.

 SECTION 8.12.  Amendment of  Material Documents.
                                             The Borrower will not, and  will
 not permit any Subsidiary to, amend, modify or waive any of its rights under
 (a) any Subordinated Debt document or (b) its certificate of  incorporation,
 by-laws  or   other  organizational   documents,  unless   such   amendment,
 modification or waiver  under its certificate  of incorporation, by-laws  or
 other organizational documents would not create a Material Adverse Effect.

 SECTION 8.13.    Preferred  Equity Interests.
                                        The Borrower  will not, and will  not
 permit any  Subsidiary to,  issue any  preferred  stock or  other  preferred
 Equity Interests.

                                 ARTICLE IX

                             Financial Covenants

      Until the Commitments have expired or been terminated and the principal
 of and interest on each Loan and all fees payable hereunder shall have  been
 paid in  full, the  Borrower covenants  and agrees  with the  Administrative
 Agent and the Lenders that:

 SECTION 9.01  Consolidated  Leverage  Ratio.  The Borrower will at all times
 maintain or cause  to be  maintained a  Consolidated Leverage  Ratio of  not
 greater than 2.00 to 1.00.

 SECTION 9.02.  Consolidated Fixed Charge Coverage Ratio.   The Borrower will
 at  all times maintain  or  cause  to be  maintained  a  Consolidated  Fixed
 Charge Coverage Ratio of not less than 3.00 to 1.00.

 SECTION 9.03.  Liquidity.  he Borrower will, and will cause its Subsidiaries
 to, at all times maintain Consolidated Liquidity in an amount not less  than
 $10,000,000.

                                  ARTICLE X

                              Events of Default

 SECTION 10.01   Default.  If  any  of  the following Events of Default shall
 occur:

           (a) the Borrower shall fail to  pay any principal  of any Loan  or
 any reimbursement obligation in respect of  any LC Disbursement when and  as
 the same shall become due and payable, whether at the due date thereof or at
 a date fixed for prepayment thereof or otherwise;

           (b) the Borrower shall fail to pay any interest on any Loan or any
 fee or any other amount (other  than an amount referred to in  clause (a) of
 this Section)  payable under  this Agreement,  when and  as the  same  shall
 become due and  payable, and such  failure shall continue  unremedied for  a
 period of five Business Days;

           (c) any representation or warranty  made or deemed  made by or  on
 behalf of  the Borrower  or any  Subsidiary in  or in  connection with  this
 Agreement or any other Loan Document or any amendment or modification hereof
 or thereof or waiver hereunder or thereunder, or in any report, certificate,
 financial statement or other document furnished pursuant to or in connection
 with this  Agreement  or  any  other  Loan  Document  or  any  amendment  or
 modification hereof  or thereof  or waiver  hereunder or  thereunder,  shall
 prove to have been incorrect when made or deemed made;

           (d) the Borrower shall fail  to observe or  perform any  covenant,
 condition or agreement contained  in Section 7.02 or  7.03 (with respect  to
 the Borrower's existence) or 7.09 or in Article VIII or in Article IX;

           (e) the Borrower shall fail  to observe or  perform any  covenant,
 condition or  agreement  contained  in  this  Agreement  (other  than  those
 specified in clause (a), (b) or (d) of this Section), and such failure shall
 continue unremedied for  a period  of 30 days  after the  earlier of  notice
 thereof from the Administrative Agent to the Borrower (which notice will  be
 given at the  request of any  Lender or the  Borrower's or any  Subsidiary's
 actual knowledge of such failure);

           (f) the Borrower or any Subsidiary shall fail to make any  payment
 (whether of principal or  interest and regardless of  amount) in respect  of
 any Material  Indebtedness,  when and  as  the  same shall  become  due  and
 payable;

           (g) any event or  condition occurs  that results  in any  Material
 Indebtedness becoming due prior to its scheduled maturity or that enables or
 permits (with or without the  giving of notice, the  lapse of time or  both)
 the holder or holders of any Material Indebtedness  or any trustee or  agent
 on its or their behalf to cause any Material Indebtedness to become due,  or
 to require  the prepayment,  repurchase, redemption  or defeasance  thereof,
 prior to its  scheduled maturity; provided  that this  clause (g) shall  not
 apply to secured Indebtedness that becomes due as a result of the  voluntary
 sale or transfer of the property or assets securing such Indebtedness;

           (h) an involuntary proceeding shall be commenced or an involuntary
 petition shall  be filed  seeking (i) liquidation,  reorganization or  other
 relief in respect of the Borrower  or any Subsidiary or  its debts, or of  a
 substantial part  of  its assets,  under  any   Federal,  state  or  foreign
 bankruptcy, insolvency,  receivership or  similar law  now or  hereafter  in
 effect  or  (ii) the   appointment  of  a   receiver,  trustee,   custodian,
 sequestrator, conservator  or  similar  official for  the  Borrower  or  any
 Subsidiary or for a substantial part of  its assets, and, in any such  case,
 such proceeding or  petition shall continue  undismissed for  60 days or  an
 order or decree approving or ordering any of the foregoing shall be entered;

           (i) the Borrower or any Subsidiary shall (i) voluntarily  commence
 any proceeding or file any  petition seeking liquidation, reorganization  or
 other relief under  any Federal,  state or  foreign bankruptcy,  insolvency,
 receivership or similar law now or hereafter in effect, (ii) consent to  the
 institution of, or fail to contest  in a timely and appropriate manner,  any
 proceeding or petition described in clause (h) of this Section,  (iii) apply
 for or  consent  to  the appointment  of  a  receiver,  trustee,  custodian,
 sequestrator, conservator  or  similar  official for  the  Borrower  or  any
 Subsidiary or for  a substantial  part of  its assets,  (iv) file an  answer
 admitting the material  allegations of a  petition filed against  it in  any
 such proceeding, (v) make a general assignment for the benefit of  creditors
 or (vi) take any action for the purpose of effecting any of the foregoing;

           (j) the Borrower or any Subsidiary  shall become unable, admit  in
 writing its inability or fail generally to pay its debts as they become due;

           (k) one or more judgments for the payment of money in an aggregate
 amount in excess of $1,000,000 shall  be rendered against the Borrower,  any
 Subsidiary or any combination thereof and the same shall remain undischarged
 for a period  of 30 consecutive  days during  which execution  shall not  be
 effectively stayed,  or any  action shall  be legally  taken by  a  judgment
 creditor to attach or levy upon any assets of the Borrower or any Subsidiary
 to enforce any such judgment;

           (l) an ERISA Event shall have occurred that, in the opinion of the
 Required Lenders, when taken together with all other ERISA Events that  have
 occurred, could  reasonably  be  expected to  result  in  liability  of  the
 Borrower  and   its   Subsidiaries   in  an   aggregate   amount   exceeding
 (i) $1,000,000 in any year or (ii) $1,000,000 for all periods;

           (m) a Change in Control shall occur;

           (n) a Material Adverse Effect shall occur;

           (o) this Agreement or any other Loan Document shall cease to be in
 full force and effect or shall be declared null and void or the validity  or
 enforceability thereof shall be contested or  challenged by the Borrower  or
 any Subsidiary or any of their  respective shareholders, or the Borrower  or
 any Guarantor shall  deny that it  has any further  liability or  obligation
 under any of the Loan Documents, or  any Lien created by the Loan  Documents
 shall for any reason cease to be a valid, first priority perfected  security
 interest in and  Lien upon  any of the  Collateral purported  to be  covered
 thereby; or

           (p) the Borrower or any  Subsidiary, or any  of their  properties,
 revenues or assets shall become subject  to an order of forfeiture,  seizure
 or divestiture and the  same shall not have  been discharged within 30  days
 from the date of entry thereof.

 then, and in  every such  event (other  than an  event with  respect to  the
 Borrower described in clause (h)  or (i) of this  Section), and at any  time
 thereafter during the  continuance of such  event, the Administrative  Agent
 may, and at  the request of  the Required Lenders  shall, by  notice to  the
 Borrower, take  either or  both of  the following  actions, at  the same  or
 different  times:  (i) terminate   the   Commitments,  and   thereupon   the
 Commitments shall  terminate immediately,  and (ii) declare  the Loans  then
 outstanding to be due and payable  in whole (or in  part, in which case  any
 principal not so declared to be  due and payable may thereafter be  declared
 to be due and payable), and thereupon the principal of the Loans so declared
 to be due and payable, together  with accrued interest thereon and all  fees
 and other obligations of the Borrower  accrued hereunder, shall become   due
 and payable  immediately,  without  presentment, demand,  protest  or  other
 notice of any kind, all of which are  hereby waived by the Borrower; and  in
 case of any event with respect to the Borrower described in clause (h),  (i)
 or (n) of this  Section, the Commitments  shall automatically terminate  and
 the principal of the Loans then outstanding, together with accrued  interest
 thereon  and  all  fees  and  other  obligations  of  the  Borrower  accrued
 hereunder, shall  automatically  become  due and  payable,  without  notice,
 demand, presentment, notice of dishonor,  notice of acceleration, notice  of
 intent to  accelerate,  notice  of  intent  to  demand,  protest,  or  other
 formalities of any kind, all of which are hereby waived by the Borrower.  If
 any Event of Default shall occur and be continuing, the Administrative Agent
 may exercise all rights and  remedies available to it  in law or in  equity,
 under the Loan Documents, or  otherwise, including, without limitation,  the
 right  to  foreclose  or   otherwise  enforce  any   Lien  granted  to   the
 Administrative Agent for  the benefit of  itself and the  Lenders to  secure
 payment and performance of the Obligations.

 SECTION 10.02. Performance  by the  Administrative Agent.   If  the Borrower
 shall fail to perform any covenant or agreement contained in any of the Loan
 Documents, the Administrative Agent may perform  or attempt to perform  such
 covenant or  agreement  on behalf  of  the Borrower.    In such  event,  the
 Borrower shall, at the request of the Administrative Agent, promptly pay any
 amount  expended  by  the  Administrative  Agent  in  connection  with  such
 performance or attempted performance  to the Administrative Agent,  together
 with interest thereon  at the Maximum  Rate from and  including the date  of
 such expenditure to but excluding the date such expenditure is paid in full.
 Notwithstanding the  foregoing,  it is  expressly  agreed that  neither  the
 Administrative Agent  nor  any  Lender  shall  not  have  any  liability  or
 responsibility for the performance of any  obligation of the Borrower  under
 this Agreement or any other Loan Document.

                                 ARTICLE XI

                           The Administrative Agent

      Each of the Lenders  and the Issuing  Bank hereby irrevocably  appoints
 the Administrative  Agent as  its agent  and authorizes  the  Administrative
 Agent to take such actions on its behalf and to exercise such powers as  are
 delegated to the Administrative  Agent by the terms  of the Loan  Documents,
 together with such actions and powers as are reasonably incidental thereto.

      The bank serving as the Administrative  Agent hereunder shall have  the
 same rights and powers in its capacity as  a Lender as any other Lender  and
 may exercise the same  as though it were  not the Administrative Agent,  and
 such bank and  its Affiliates may  accept deposits from,  lend money to  and
 generally engage in any kind of business with the Borrower or any Subsidiary
 or other  Affiliate thereof  as  if it  were  not the  Administrative  Agent
 hereunder.

      The Administrative  Agent  shall not  have  any duties  or  obligations
 except those expressly set forth herein.  Without limiting the generality of
 the foregoing,  (a) the Administrative  Agent shall  not be  subject to  any
 fiduciary or  other implied  duties, regardless  of  whether a  Default  has
 occurred and is continuing, (b) the Administrative Agent shall not have  any
 duty to take any discretionary action or exercise any discretionary  powers,
 except discretionary rights  and powers expressly  contemplated hereby  that
 the Administrative Agent is required to exercise in writing by the  Required
 Lenders (or  such other  number or  percentage of  the Lenders  as shall  be
 necessary  under  the  circumstances  as  provided  in  Section 12.02),  and
 (c) except as expressly set forth herein, the Administrative Agent shall not
 have any  duty to  disclose, and  shall not  be liable  for the  failure  to
 disclose,  any  information  relating  to  the   Borrower  or  any  of   its
 Subsidiaries that is  communicated to  or obtained  by the  bank serving  as
 Administrative Agent  or  any  of  its Affiliates  in  any  capacity.    The
 Administrative Agent shall not be liable  for any action taken or not  taken
 by it with the consent or  at the request of  the Required Lenders (or  such
 other number or percentage  of the Lenders as  shall be necessary under  the
 circumstances as provided  in Section 12.02) or  in the absence  of its  own
 gross negligence or wilful  misconduct.  The  Administrative Agent shall  be
 deemed not to have knowledge of any Default unless and until written  notice
 thereof is given to  the Administrative Agent by  the Borrower or a  Lender,
 and the Administrative Agent shall not  be responsible for or have any  duty
 to ascertain or inquire into  (i) any statement, warranty or  representation
 made in or in  connection with any Loan  Document, (ii) the contents of  any
 certificate, report or other document  delivered hereunder or in  connection
 herewith, (iii) the  performance  or observance  of  any of  the  covenants,
 agreements or other  terms or  conditions set  forth in  any Loan  Document,
 (iv) the validity, enforceability, effectiveness or genuineness of any  Loan
 Document  or  any  other  agreement,  instrument  or  document,  or  (v) the
 satisfaction of any condition  set forth in Article VI  or elsewhere in  any
 Loan Document, other than to confirm receipt of items expressly required  to
 be delivered to the Administrative Agent.

      The Administrative Agent shall be entitled to rely upon, and shall  not
 incur any  liability for  relying upon,  any notice,  request,  certificate,
 consent, statement, instrument, document or other writing believed by it  to
 be genuine  and to  have been  signed or  sent by  the proper  Person.   The
 Administrative Agent also may rely upon  any statement made to it orally  or
 by telephone and believed by it to be  made by the proper Person, and  shall
 not incur any liability for relying  thereon.  The Administrative Agent  may
 consult  with  legal  counsel  (who  may  be  counsel  for  the   Borrower),
 independent accountants and other experts selected  by it, and shall not  be
 liable for any action taken or not taken by it in accordance with the advice
 of any such counsel, accountants or experts.

      The Administrative  Agent  may  perform any  and  all  its  duties  and
 exercise its  rights and  powers by  or through  any one  or more  subagents
 appointed by the  Administrative Agent.   The Administrative  Agent and  any
 such subagent may perform any and all its duties and exercise its rights and
 powers through their respective Related Parties.  The exculpatory provisions
 of the preceding  paragraphs shall  apply to any  such subagent  and to  the
 Related Parties of the Administrative Agent and any such subagent, and shall
 apply to their respective activities in  connection with the syndication  of
 the  credit  facilities  provided  for  herein  as  well  as  activities  as
 Administrative Agent.

      Subject to the appointment and acceptance of a successor Administrative
 Agent as provided in this paragraph, the Administrative Agent may resign  at
 any time by notifying the Lenders, the Issuing Bank and the Borrower.   Upon
 any such resignation, the  Required Lenders shall have  the right, with  the
 consent of the Borrower (which consent  shall not be unreasonably  withheld,
 and shall not  be required  if any  Event of  Default exists)  to appoint  a
 successor.  If  no successor shall  have been so  appointed by the  Required
 Lenders and shall have  accepted such appointment  within 30 days after  the
 retiring Administrative  Agent gives  notice of  its resignation,  then  the
 retiring Administrative Agent  may, after consulting  with the Lenders,  the
 Issuing Bank  and the  Borrower, appoint  a successor  Administrative  Agent
 which shall be a bank with  an office in Dallas,  Texas, or an Affiliate  of
 any such bank.   Upon the  acceptance of its  appointment as  Administrative
 Agent hereunder by a successor, such  successor shall succeed to and  become
 vested with all the  rights, powers, privileges and  duties of the  retiring
 Administrative  Agent,  and  the  retiring  Administrative  Agent  shall  be
 discharged from its duties and obligations  hereunder.  The fees payable  by
 the Borrower to a successor Administrative Agent shall be the same as  those
 payable to its predecessor unless otherwise agreed between the Borrower  and
 such successor.  After the Administrative Agent's resignation hereunder, the
 provisions of this Article  and Section 12.03 shall  continue in effect  for
 the benefit of such retiring Administrative  Agent, its subagents and  their
 respective Related Parties in respect of any actions taken or omitted to  be
 taken by any of them while it was acting as Administrative Agent.

      Each  Lender  acknowledges  that  it  has,  independently  and  without
 reliance upon the Administrative Agent or any other Lender and based on such
 documents and information as it has deemed appropriate, made its own  credit
 analysis and  decision to  enter  into this  Agreement.   Each  Lender  also
 acknowledges that  it  will, independently  and  without reliance  upon  the
 Administrative Agent or  any other Lender  and based on  such documents  and
 information as it shall from time to time deem appropriate, continue to make
 its own decisions in taking  or not taking action  under or based upon  this
 Agreement, any  related agreement  or any  document furnished  hereunder  or
 thereunder.

                                 ARTICLE XII

                                Miscellaneous

 SECTION 12.01.  Notices.
                    Except in  the case of  notices and other  communications
 expressly permitted  to  be  given  by  telephone,  all  notices  and  other
 communications provided  for  herein  shall  be  in  writing  and  shall  be
 delivered by  hand or  overnight courier  service,  mailed by  certified  or
 registered mail or sent by telecopy, as follows:

           (a) if to the Borrower, to  it at 3811  Turtle Creek Blvd.,  Suite
 1100, Dallas,  Texas   75219,  Attention  of  Larry Wearden  and  Ric  Floyd
 (Telecopy No. (214) 522-8488);

           (b) if to the Administrative Agent,  to The Chase Manhattan  Bank,
 2200 Ross  Avenue, 5th  Floor, Dallas,  Texas   75201, Attention  of Mae  K.
 Reeves (Telecopy No. (214) 965-2884), and, for any Borrowing Requests,  with
 a copy to  The Chase Manhattan  Bank, Agency Services,  One Chase  Manhattan
 Plaza, 8th Floor,  New York, New  York 10081, Attention  of Muniram  Appanna
 (Telecopy No. (212) 552-7490);

           (c) if to the Issuing  Bank, to it  at The  Chase Manhattan  Bank,
 717 Travis Street, 3rd Floor South, Houston, Texas 77002; and

           (d) if to any  other Lender,  to it  at its  address (or  telecopy
 number) set forth in its Administrative Questionnaire.

 Any party hereto may change its  address or telecopy number for notices  and
 other communications hereunder by notice to  the other parties hereto.   All
 notices and other  communications given to  any party  hereto in  accordance
 with the provisions of this Agreement shall be deemed to have been given  on
 the date of receipt.
 SECTION 12.02. Waivers;  Amendments.                 No failure or delay  by
 the    Administrative   Agent,   the   Issuing   Bank  or   any   Lender  in
 exercising any right  or power hereunder  or under any  other Loan  Document
 shall operate as a waiver thereof, nor shall any single or partial  exercise
 of any such right or power, or any abandonment or discontinuance of steps to
 enforce such  a right  or  power, preclude  any  other or  further  exercise
 thereof or  the exercise  of any  other  right or  power.   The  rights  and
 remedies of  the Administrative  Agent, the  Issuing  Bank and  the  Lenders
 hereunder and under  the other  Loan Documents  are cumulative  and are  not
 exclusive of any  rights or  remedies that they  would otherwise  have.   No
 waiver of any provision of any Loan Document or consent to any departure  by
 the Borrower or  any Subsidiary therefrom  shall in any  event be  effective
 unless the same  shall be permitted  by paragraph (b) of  this Section,  and
 then such waiver or consent shall be effective only in the specific instance
 and for the purpose for which given.  Without limiting the generality of the
 foregoing, the making of a Loan or issuance of a Letter of Credit shall  not
 be construed  as  a  waiver  of  any  Default,  regardless  of  whether  the
 Administrative Agent, any Lender or the Issuing Bank may have had notice  or
 knowledge of such Default at the time.

           (a) Neither this Agreement  nor any  other Loan  Document nor  any
 provision hereof may be waived, amended  or modified except, in the case  of
 this Agreement, pursuant to  an agreement or  agreements in writing  entered
 into by the Borrower  and the Required  Lenders or by  the Borrower and  the
 Administrative Agent with  the consent of  the Required Lenders  or, in  the
 case of any other Loan Document,  pursuant to an agreement or agreements  in
 writing entered  into by  the Administrative  Agent  and the  other  parties
 thereto; provided that no such agreement shall (i) increase  the  Commitment
 of any Lender without  the written consent of  such Lender, (ii) reduce  the
 principal amount  of any  Loan or  LC Disbursement, or  reduce the  rate  of
 interest thereon, or reduce any fees payable hereunder, without the  written
 consent of each Lender, (iii) postpone the scheduled date of payment of  the
 principal amount of any Loan, or  LC Disbursement, or any interest  thereon,
 or any fees payable hereunder, or reduce the amount of, waive or excuse  any
 such  payment,  or  postpone  the  scheduled  date  of  expiration  of   any
 Commitment,  without  the  written  consent  of  each  Lender,   (iv) change
 Section 2.12(b) or (c) in a manner that would alter the pro rata sharing  of
 payments required  thereby,  without the  written  consent of  each  Lender,
 (v) reduce the Commitment of any Lender without the written consent of  each
 Lender, (vi) modify or waive Section 10.01(m)  or the definition of  "Change
 in Control" without the  written consent of  each Lender, (vii) release  any
 Collateral or Guarantor without the written  consent of each Lender,  except
 in connection with dispositions, mergers or dissolutions expressly permitted
 by this Agreement, or (viii) change any of the provisions of this Section or
 the  definition  of  "Required  Lenders"  or  any  other  provision   hereof
 specifying the number or percentage of  Lenders required to waive, amend  or
 modify any rights hereunder or make  any determination or grant any  consent
 hereunder, without the   written consent  of each  Lender; provided  further
 that no such agreement shall amend, modify or otherwise affect the rights or
 duties of the Administrative Agent or the Issuing Bank hereunder without the
 prior written consent of  the Administrative Agent or  the Issuing Bank,  as
 the case may be.

 SECTION 12.03.  Expenses;   Indemnity;   Damage  Waiver.
          The Borrower shall pay  (i) all out-of-pocket expenses incurred  by
 the Administrative Agent and its Affiliates, including the reasonable  fees,
 charges and  disbursements  of  counsel for  the  Administrative  Agent,  in
 connection with  the  syndication  of the  credit  facilities  provided  for
 herein, the preparation and administration of this Agreement, the other Loan
 Documents or  any amendments,  modifications or  waivers of  the  provisions
 hereof or thereof (whether  or not the  transactions contemplated hereby  or
 thereby shall be consummated),  (ii) all out-of-pocket expenses incurred  by
 the Administrative  Agent  or the  Issuing  Bank,  and, after  an  Event  of
 Default, any Lender, including  the fees, charges  and disbursements of  any
 counsel for the  Administrative Agent, the  Issuing Bank, or  any Lender  in
 connection with the enforcement  or protection of  its rights in  connection
 with this Agreement and the other Loan Documents, including its rights under
 this Section, or  in connection  with the Loans  made or  Letters of  Credit
 issued hereunder, including all such out-of-pocket expenses incurred  during
 any workout,  restructuring or  negotiations in  respect  of such  Loans  or
 Letters of Credit, (iii) all transfer, stamp, documentary, or other  similar
 taxes, assessments  or  charges  levied by  any  Governmental  Authority  in
 respect of  this Agreement  or any  of the  other Loan  Documents,  (iv) all
 costs, out-of-pocket  expenses, assessments  and other  charges incurred  in
 connection with any  filing, registration, recording,  or perfection of  any
 security interest or Lien contemplated by  this Agreement or any other  Loan
 Document, (v) all reasonable out-of-pocket expenses incurred by the  Issuing
 Bank in connection with the issuance, amendment, renewal or extension of any
 Letter of Credit or  any demand for payment  thereunder, and (vi) all  other
 costs and out-of-pocket  expenses incurred  by the  Administrative Agent  in
 connection with this Agreement, any other  Loan Document or the  Collateral,
 including  without  limitation  costs,  fees,  expenses  and  other  charges
 incurred in connection with performing or  obtaining any audit or  appraisal
 in respect of the Collateral or for any surveys, environmental  assessments,
 title insurance, filing fees, recording costs and lien searches.

           (a) THE  BORROWER  SHALL INDEMNIFY  THE ADMINISTRATIVE  AGENT, THE
 ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING
 PERSONS (EACH SUCH PERSON  BEING CALLED AN  "INDEMNITEE") AGAINST, AND  HOLD
 EACH  INDEMNITEE  HARMLESS  FROM,  ANY  AND  ALL  LOSSES,  CLAIMS,  DAMAGES,
 LIABILITIES  AND  RELATED   EXPENSES,  INCLUDING  THE   FEES,  CHARGES   AND
 DISBURSEMENTS OF ANY  COUNSEL FOR ANY  INDEMNITEE, INCURRED  BY OR  ASSERTED
 AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF
 (I) THE EXECUTION  OR  DELIVERY  OF  THIS  AGREEMENT  OR  ANY  AGREEMENT  OR
 INSTRUMENT CONTEMPLATED HEREBY,  THE PERFORMANCE  BY THE  PARTIES HERETO  OF
 THEIR  RESPECTIVE  OBLIGATIONS   HEREUNDER  OR  THE   CONSUMMATION  OF   THE
 TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR
 LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL
 BY THE ISSUING BANK TO HONOR A DEMAND  FOR PAYMENT UNDER A LETTER OF  CREDIT
 IF THE DOCUMENTS PRESENTED  IN CONNECTION WITH SUCH  DEMAND DO NOT  STRICTLY
 COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED
 PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED  OR
 OPERATED BY THE BORROWER  OR ANY OF ITS  SUBSIDIARIES, OR ANY  ENVIRONMENTAL
 LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES,  OR
 (IV) ANY  ACTUAL  OR   PROSPECTIVE  CLAIM,   LITIGATION,  INVESTIGATION   OR
 PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT
 OR ANY OTHER  THEORY AND  REGARDLESS OF WHETHER  ANY INDEMNITEE  IS A  PARTY
 THERETO; PROVIDED THAT SUCH  INDEMNITY SHALL NOT, AS  TO ANY INDEMNITEE,  BE
 AVAILABLE TO THE EXTENT  THAT SUCH LOSSES,  CLAIMS, DAMAGES, LIABILITIES  OR
 RELATED EXPENSES  ARE DETERMINED  BY A  COURT OF  COMPETENT JURISDICTION  BY
 FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS  NEGLIGENCE
 OR WILFUL MISCONDUCT OF SUCH INDEMNITEE.

           (b) To the  extent that  the  Borrower  fails to  pay  any  amount
 required to be paid by  it to the Administrative  Agent or the Issuing  Bank
 under paragraph (a) or (b) of this Section, each Lender severally agrees  to
 pay to the Administrative Agent or the Issuing Bank such Lender's Applicable
 Percentage (determined  as  of the  time  that the  applicable  unreimbursed
 expense or indemnity payment is sought) of such unpaid amount; provided that
 the unreimbursed expense  or indemnified loss,  claim, damage, liability  or
 related expense, as the case may be, was incurred by or asserted against the
 Administrative Agent  or  the Issuing  Bank,  as the  case  may be,  in  its
 capacity as such.

           (c) To the extent permitted by applicable law, the Borrower  shall
 not assert, and  hereby waives,  any claim  against any  Indemnitee, on  any
 theory of  liability,  for  special,  indirect,  consequential  or  punitive
 damages (as  opposed  to  direct  or actual  damages)  arising  out  of,  in
 connection with,  or as  a result  of, this  Agreement or  any agreement  or
 instrument contemplated  hereby, the  Transactions, any  Loan or  Letter  of
 Credit or the use of the proceeds thereof.

           (d) All amounts  due under  this  Section shall  be  payable  upon
 written demand therefor.

 SECTION 12.04.   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  permitted
 hereby (including any Affiliate of the  Issuing Bank that issues any  Letter
 of Credit), except that  the Borrower may not  assign or otherwise  transfer
 any of its rights or obligations hereunder without the prior written consent
 of each Lender  (and any attempted  assignment or transfer  by the  Borrower
 without such consent shall  be null and void).   Nothing in this  Agreement,
 expressed or implied, shall  be construed to confer  upon any Person  (other
 than the parties hereto, their  respective successors and assigns  permitted
 hereby (including any Affiliate of the  Issuing Bank that issues any  Letter
 of Credit), and, to  the extent expressly  contemplated hereby, the  Related
 Parties of  each of  the  Administrative Agent,  the  Issuing Bank  and  the
 Lenders) any legal or equitable right, remedy or claim under or by reason of
 this Agreement.

           (a) Any Lender  may assign  to  one or  more  assignees all  or  a
 portion of its rights and obligations under this Agreement (including all or
 a portion of its Commitment and the Loans at the time owing to it); provided
 that (i) except in the case of an assignment to a Lender or an Affiliate  of
 a Lender, each  of the Borrower  and the Administrative  Agent (and, in  the
 case of an assignment of all  or a portion of  a Commitment or any  Lender's
 obligations in respect of its LC Exposure, the Issuing Bank) must give their
 prior written  consent  to  such assignment  (which  consent  shall  not  be
 unreasonably withheld), (ii) except in the case of an assignment to a Lender
 or an Affiliate of a Lender or an assignment of the entire remaining  amount
 of the assigning Lender's  Commitment, the amount of  the Commitment of  the
 assigning Lender subject to each such assignment (determined as of the  date
 the Assignment and Acceptance with respect  to such assignment is  delivered
 to the Administrative Agent) shall not  be less than $5,000,000 unless  each
 of the Borrower and the  Administrative Agent otherwise consent,  (iii) each
 partial assignment shall be made as an assignment of a proportionate part of
 all the  assigning Lender's  rights and  obligations under  this  Agreement,
 (iv) the parties  to  each  assignment shall  execute  and  deliver  to  the
 Administrative  Agent  an  Assignment   and  Acceptance,  together  with   a
 processing and recordation fee of $3,500, and (v) the assignee, if it  shall
 not be a Lender, shall deliver to the Administrative Agent an Administrative
 Questionnaire; and  provided  further  that  any  consent  of  the  Borrower
 otherwise required under this paragraph shall not be required if an Event of
 Default under  Article X  has  occurred  and  is  continuing.    Subject  to
 acceptance and recording thereof pursuant to paragraph (d) of this  Section,
 from  and  after  the  effective  date  specified  in  each  Assignment  and
 Acceptance the  assignee thereunder  shall be  a party  hereto and,  to  the
 extent of the interest assigned by such Assignment and Acceptance, have  the
 rights and obligations of a Lender  under this Agreement, and the  assigning
 Lender thereunder shall,  to the  extent of  the interest  assigned by  such
 Assignment and  Acceptance,  be released  from  its obligations  under  this
 Agreement (and, in the case of an Assignment and Acceptance covering all  of
 the assigning Lender's  rights and  obligations under  this Agreement,  such
 Lender shall cease to be a party hereto but shall continue to be entitled to
 the benefits of  Sections 2.11, 3.01, 3.05  and 12.03).   Any assignment  or
 transfer by a Lender of rights or obligations under this Agreement that does
 not comply  with  this paragraph  shall  be  treated for  purposes  of  this
 Agreement as a sale  by such Lender  of a participation  in such rights  and
 obligations in accordance with paragraph (e) of this Section.

           (b) The Administrative Agent, acting for this purpose as an  agent
 of the Borrower, shall  maintain at one  of its offices  in Dallas, Texas  a
 copy of each Assignment  and Acceptance delivered to  it and a register  for
 the recordation  of  the  names  and  addresses  of  the  Lenders,  and  the
 Commitment of, and principal amount of the Loans and LC Disbursements  owing
 to, each  Lender  pursuant  to the  terms  hereof  from time  to  time  (the
 "Register").   The entries  in the  Register shall  be conclusive,  and  the
 Borrower, the Administrative  Agent, the Issuing  Bank and  the Lenders  may
 treat each Person  whose name is  recorded in the  Register pursuant to  the
 terms hereof  as a  Lender hereunder  for all  purposes of  this  Agreement,
 notwithstanding notice to the contrary.  The Register shall be available for
 inspection by  the  Borrower,  the  Issuing Bank  and  any  Lender,  at  any
 reasonable time and from time to time upon reasonable prior notice.

           (c) Upon its receipt of a duly completed Assignment and Acceptance
 executed by an assigning  Lender and an  assignee, the assignee's  completed
 Administrative Questionnaire (unless the assignee shall already be a  Lender
 hereunder), the processing and recordation fee referred to in  paragraph (b)
 of this  Section and  any written  consent to  such assignment  required  by
 paragraph (b) of this  Section, the Administrative  Agent shall accept  such
 Assignment and Acceptance  and record the  information contained therein  in
 the Register.    No assignment  shall  be  effective for  purposes  of  this
 Agreement unless it has  been recorded in the  Register as provided in  this
 paragraph.  Each assigning Lender shall  surrender any Note subject to  such
 assignment, and the Borrower shall execute and deliver to the Administrative
 Agent in exchange for the surrendered Note  a new Note payable to the  order
 of the  assignee  in an  amount  equal to  the  Commitment assumed  by  such
 assignee pursuant to such  Assignment and Acceptance  and, if the  assigning
 Lender has retained a  Commitment, a new  Note payable to  the order of  the
 assigning Lender  in  an amount  equal  to  the Commitment  retained  by  it
 hereunder.  Such  new Notes  shall be  in an  aggregate face  amount of  the
 surrendered Note, shall be dated the  effective date of such Assignment  and
 Acceptance, and shall otherwise be in substantially the form of  Exhibit "A"
 hereto and  shall  each  constitute  a  "Note"  for  purposes  of  the  Loan
 Documents.

           (d) Any Lender  may, without  the  consent of  the  Borrower,  the
 Administrative Agent or the Issuing Bank, sell participations to one or more
 banks or  other entities  (a "Participant")  in  all or  a portion  of  such
 Lender's rights and  obligations under this  Agreement (including  all or  a
 portion of its Commitment and the Loans owing to it); provided that (i) such
 Lender's obligations under this Agreement shall remain unchanged,  (ii) such
 Lender shall remain solely responsible to  the other parties hereto for  the
 performance of such obligations  and (iii) the Borrower, the  Administrative
 Agent, the Issuing Bank and the other Lenders shall continue to deal  solely
 and directly with such  Lender in connection with  such Lender's rights  and
 obligations under this Agreement.  Any  agreement or instrument pursuant  to
 which a Lender  sells such a  participation shall provide  that such  Lender
 shall retain the sole right to enforce the Loan Documents and to approve any
 amendment, modification or waiver  of any provision  of the Loan  Documents;
 provided that such agreement or instrument may provide that such Lender will
 not, without  the  consent  of the  Participant,  agree  to  any  amendment,
 modification or waiver  described in the  first proviso to  Section 12.02(b)
 that affects such Participant.   Subject to  paragraph (f) of this  Section,
 the Borrower agrees that each Participant shall be entitled to the  benefits
 of Sections 2.11, 3.01 and 3.05 to  the same extent as  if it were a  Lender
 and had acquired  its interest by  assignment pursuant  to paragraph (b)  of
 this Section.  To the extent  permitted by law, each Participant also  shall
 be entitled to  the benefits of  Section 12.08 as though  it were a  Lender,
 provided such Participant agrees to be subject to Section 2.12(c) as  though
 it were a Lender.

           (e) A Participant shall  not be  entitled to  receive any  greater
 payment under Section 2.11  or 3.01 than  the applicable  Lender would  have
 been entitled to  receive with  respect to  the participation  sold to  such
 Participant, unless the  sale of the  participation to  such Participant  is
 made with the Borrower's prior written consent.  A Participant that would be
 a Foreign Lender if it were a Lender  shall not be entitled to the  benefits
 of Section 2.11 unless the Borrower is notified of the participation sold to
 such Participant  and  such  Participant agrees,  for  the  benefit  of  the
 Borrower, to comply with Section 2.11(e) as though it were a Lender.

           (f) Any Lender  may  at  any time  pledge  or  assign  a  security
 interest in all or any portion of its rights under this Agreement to  secure
 obligations of such  Lender, including any  pledge or  assignment to  secure
 obligations to a Federal Reserve Bank,  and this Section shall not apply  to
 any such pledge or assignment of a security interest; provided that no  such
 pledge or assignment of a security interest shall release a Lender from  any
 of its obligations hereunder or substitute any such pledgee or assignee  for
 such Lender as a party hereto.

 SECTION 12.05.  Survival.  All covenants, agreements,  representations   and
 warranties made by the Borrower and  the Subsidiaries in the Loan  Documents
 and in the certificates or other  instruments  delivered in connection  with
 or pursuant to this Agreement or any other Loan Document shall be considered
 to have been relied upon by the  other parties hereto and shall survive  the
 execution and delivery of the Loan Documents and the making of any Loans and
 issuance of any Letters of Credit,  regardless of any investigation made  by
 any such  other  party  or  on  its  behalf  and  notwithstanding  that  the
 Administrative Agent, the Issuing Bank or any Lender may have had notice  or
 knowledge of any Default or incorrect representation or warranty at the time
 any credit  is extended  hereunder, and  shall continue  in full  force  and
 effect as long as the principal  of or any accrued  interest on any Loan  or
 any fee or any other amount payable under this Agreement is outstanding  and
 unpaid or any Letter of Credit is outstanding and so long as the Commitments
 have not expired or terminated.  The provisions of Sections 2.11, 3.01, 3.05
 and 12.03 and Article XI shall survive  and remain in full force and  effect
 regardless of the consummation of the transactions contemplated hereby,  the
 repayment of the  Loans, the  expiration or  termination of  the Letters  of
 Credit and  the Commitments  or the  termination of  this Agreement  or  any
 provision hereof.

 SECTION 12.06.   Counterparts;  Effectiveness.
                                         This Agreement  may be  executed  in
 counterparts (and by  different parties hereto  on different  counterparts),
 each of which  shall constitute  an original, but  all of  which when  taken
 together shall  constitute  a  single  contract.    Except  as  provided  in
 Section 6.01, this Agreement shall become effective when it shall have  been
 executed by the Administrative Agent and when the Administrative Agent shall
 have received  counterparts  hereof which,  when  taken together,  bear  the
 signatures of each  of the  other parties  hereto, and  thereafter shall  be
 binding upon  and inure  to the  benefit  of the  parties hereto  and  their
 respective successors and assigns.  Delivery of an executed counterpart of a
 signature page of this Agreement by telecopy shall be effective as  delivery
 of a manually executed counterpart of this Agreement.

 SECTION 12.07.     Severability.
                         Any provision of this Agreement held to be  invalid,
 illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
 be  ineffective   to  the   extent  of   such  invalidity,   illegality   or
 unenforceability without affecting the validity, legality and enforceability
 of the  remaining provisions  hereof; and  the  invalidity of  a  particular
 provision in a particular jurisdiction  shall not invalidate such  provision
 in any other jurisdiction.

 SECTION 12.08.   Right of Setoff.
                           If an Event of Default shall have occurred and  be
 continuing, each Lender and each of  its Affiliates is hereby authorized  at
 any time and from time to time, to  the fullest extent permitted by law,  to
 set off and apply any and all deposits (general or special, time or  demand,
 provisional or final)  at any time  held and other  obligations at any  time
 owing by such Lender or Affiliate to or for the credit or the account of the
 Borrower against any and all of the Obligations, irrespective of whether  or
 not any demand shall have been  made under this Agreement and although  such
 Obligations may be unmatured.  The rights of each Lender under this  Section
 are in addition  to other  rights and  remedies (including  other rights  of
 setoff) which such Lender may have.

 SECTION 12.09.  GOVERNING LAW;  VENUE; SERVICE OF PROCESS.
                                                     THIS AGREEMENT SHALL  BE
 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF  TEXAS
 AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.  THIS AGREEMENT HAS
 BEEN ENTERED INTO IN DALLAS COUNTY,  TEXAS, AND IT SHALL BE PERFORMABLE  FOR
 ALL PURPOSES IN DALLAS COUNTY, TEXAS.  ANY ACTION OR PROCEEDING AGAINST  THE
 BORROWER UNDER  OR IN  CONNECTION WITH  ANY  OF THE  LOAN DOCUMENTS  MAY  BE
 BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS.  THE BORROWER
 HEREBY IRREVOCABLY  (A) SUBMITS TO  THE  NONEXCLUSIVE JURISDICTION  OF  SUCH
 COURTS, AND (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO  THE
 VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY
 SUCH COURT IS AN  INCONVENIENT FORUM.  THE  BORROWER AGREES THAT SERVICE  OF
 PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN  RECEIPT
 REQUESTED, AT ITS  ADDRESS SPECIFIED OR  DETERMINED IN  ACCORDANCE WITH  THE
 PROVISIONS OF SECTION 12.01.   NOTHING HEREIN  OR IN ANY  OF THE OTHER  LOAN
 DOCUMENTS SHALL AFFECT THE RIGHT OF  THE ADMINISTRATIVE AGENT OR ANY  LENDER
 TO SERVE PROCESS IN  ANY OTHER MANNER  PERMITTED BY LAW  OR SHALL LIMIT  THE
 RIGHT OF THE ADMINISTRATIVE AGENT, THE  ISSUING BANK OR ANY LENDER TO  BRING
 ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF  ITS
 RESPECTIVE PROPERTY  IN  COURTS  IN OTHER  JURISDICTIONS.    ANY  ACTION  OR
 PROCEEDING BY THE BORROWER  AGAINST THE ADMINISTRATIVE  AGENT OR ANY  LENDER
 SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, TEXAS.

 SECTION 12.10.  WAIVER OF JURY TRIAL.
                                   EACH PARTY  HERETO HEREBY  WAIVES, TO  THE
 FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
 BY JURY IN  ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF  OR
 RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY  (WHETHER
 BASED  ON  CONTRACT,  TORT  OR  ANY  OTHER  THEORY).    EACH  PARTY   HERETO
 (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR  ATTORNEY OF ANY OTHER  PARTY
 HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
 THE  EVENT  OF  LITIGATION,  SEEK  TO  ENFORCE  THE  FOREGOING  WAIVER   AND
 (B) ACKNOWLEDGES THAT IT AND THE OTHER  PARTIES HERETO HAVE BEEN INDUCED  TO
 ENTER INTO THIS  AGREEMENT BY, AMONG  OTHER THINGS, THE  MUTUAL WAIVERS  AND
 CERTIFICATIONS IN THIS SECTION.

 SECTION 12.11.   Headings.
                      Article and Section headings and the Table of  Contents
 used herein are  for convenience  of reference only,  are not  part of  this
 Agreement and  shall  not affect  the  construction  of, or  be  taken  into
 consideration in interpreting, this Agreement.

 SECTION 12.12.  Confidentiality.
                            Each of the Administrative Agent and the  Lenders
 agrees to  maintain  the  confidentiality of  the  Information  (as  defined
 below), except that Information may be  disclosed (a) to its Affiliates  and
 to its  and  its  Affiliates' directors,  officers,  employees  and  agents,
 including accountants, legal counsel and other advisors (it being understood
 that the Persons to  whom such disclosure  is made will  be informed of  the
 confidential  nature  of  such  Information  and  instructed  to  keep  such
 Information confidential),  (b) to the  extent requested  by any  regulatory
 authority, (c) to the extent  required by applicable laws or regulations  or
 by any subpoena  or similar legal  process, (d) to any  other party to  this
 Agreement, (e) in connection with the exercise of any remedies hereunder  or
 any suit, action or proceeding relating to this Agreement or any other  Loan
 Document or the enforcement of  rights hereunder or thereunder,  (f) subject
 to an agreement  containing provisions substantially  the same  as those  of
 this Section,  to any  assignee of  or Participant  in, or  any  prospective
 assignee of or Participant in, any  of its rights or obligations under  this
 Agreement, (g) with the consent  of the Borrower or  (h) to the extent  such
 Information (i) becomes  publicly available  other than  as  a result  of  a
 breach of  this  Section or  (ii) becomes  available to  the  Administrative
 Agent, the Issuing  Bank or  any Lender on  a nonconfidential  basis from  a
 source other  than  the  Borrower.    For  the  purposes  of  this  Section,
 "Information" means all information received  from the Borrower relating  to
 the Borrower  or its  business,  other than  any  such information  that  is
 available to the Administrative Agent, the  Issuing Bank or any Lender on  a
 nonconfidential basis prior to disclosure by the Borrower; provided that, in
 the case of information  received from the Borrower  after the date  hereof,
 such  information  is  clearly  identified  at  the  time  of  delivery   as
 confidential.   Any  Person  required to  maintain  the  confidentiality  of
 Information as provided in this Section shall be considered to have complied
 with its obligation to do so if such Person has exercised the same degree of
 care to  maintain the  confidentiality of  such Information  as such  Person
 would accord to its own confidential information.

 SECTION 12.13.   Maximum  Interest Rate.
                                   No provision of  this Agreement or of  any
 other Loan Document shall require the payment or the collection of  interest
 in excess of the maximum amount permitted by applicable law.  If any  excess
 of interest in such respect is hereby provided for, or shall be  adjudicated
 to be so provided, in any Loan Document or otherwise in connection with this
 loan transaction, the provisions  of this Section  shall govern and  prevail
 and neither  the  Borrower  nor the  sureties,  guarantors,  successors,  or
 assigns of the Borrower shall be obligated to pay the excess amount of  such
 interest or any other excess sum paid for the use, forbearance, or detention
 of sums loaned  pursuant hereto.   In the  event any  Lender ever  receives,
 collects, or applies as interest any such sum, such amount which would be in
 excess of the maximum amount permitted by applicable law shall be applied as
 a payment and reduction  of the principal of  the indebtedness evidenced  by
 the Notes; and, if  the principal of the  Notes has been  paid in full,  any
 remaining excess shall forthwith  be paid to the  Borrower.  In  determining
 whether or not the  interest paid or payable  exceeds the Maximum Rate,  the
 Borrower and each Lender shall, to  the extent permitted by applicable  law,
 (a) characterize any non-principal  payment as an  expense, fee, or  premium
 rather than as interest, (b) exclude  voluntary prepayments and the  effects
 thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
 parts the total amount of interest  throughout the entire contemplated  term
 of the indebtedness evidenced by the  Notes so that interest for the  entire
 term does not exceed the Maximum Rate.

 SECTION 12.14. Non-Application  of  Chapter 346 of Texas Finance Code.   The
 provisions of Chapter  346 of the  Texas Finance Code  (Vernon's Texas  Code
 Annotated) are  specifically  declared  by the  parties  hereto  not  to  be
 applicable to this Agreement or  any of the other  Loan Documents or to  the
 transactions contemplated hereby.

 SECTION 12.15.  NO  ORAL  AGREEMENTS.
                                  THIS  AGREEMENT, THE  NOTES,  ANY  SEPARATE
 LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE  AGENT,
 AND THE  OTHER  LOAN  DOCUMENTS  REFERRED  TO  HEREIN  REPRESENT  THE  FINAL
 AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED OR VARIED  BY
 EVIDENCE OF PRIOR,  CONTEMPORANEOUS, OR  SUBSEQUENT ORAL  AGREEMENTS OF  THE
 PARTIES HERETO.  THERE  ARE NO UNWRITTEN ORAL  AGREEMENTS AMONG THE  PARTIES
 HERETO.

 SECTION 12.16.    No Fiduciary  Relationship.
                                       The relationship between the  Borrower
 and each Lender and the Issuing Bank with respect to the Loan Documents  and
 the Transactions is  solely that  of debtor  and creditor,  and neither  the
 Administrative Agent, the Issuing Bank nor  any Lender has any fiduciary  or
 other special  relationship  with the  Borrower  with respect  to  the  Loan
 Documents and the Transactions, and no term or condition of any of the  Loan
 Documents shall be  construed so  as to  deem the  relationship between  the
 Borrower and  any  Lender or  the  Issuing Bank  with  respect to  the  Loan
 Documents and the Transactions to be other than that of debtor and creditor.

 SECTION 12.17.   Construction.
                         The Borrower, the Administrative Agent, the  Issuing
 Bank and each Lender acknowledge  that each of them  has had the benefit  of
 legal counsel of  its own  choice and has  been afforded  an opportunity  to
 review this Agreement and  the other Loan Documents  with its legal  counsel
 and that this Agreement and the  other Loan Documents shall be construed  as
 if jointly drafted by the parties hereto.

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

              [Remainder of this page intentionally left blank]


                           [Signature Pages Follow]


<PAGE>
                                    PEGASUS SOLUTIONS, INC.


                                    By:
                                      Name:
                                      Title:



                                    THE CHASE MANHATTAN BANK,
                                    as successor to CHASE BANK OF TEXAS,
                                    NATIONAL ASSOCIATION, individually
                                    and as Administrative Agent


                                    By:
                                      Name:
                                      Title:



                                    WELLS FARGO BANK TEXAS,
                                    NATIONAL ASSOCIATION


                                    By:
                                      Name:
                                      Title:



                                    COMPASS BANK


                                    By:
                                      Name:
                                      Title:



                                    THE CHASE MANHATTAN BANK,
                                    as Issuing Lender


                                    By:
                                      Name:
                                      Title:


      Guarantors hereby consent and agree to the Amended and Restated  Credit
 Agreement and agree that the Guaranty Agreement dated as of April 17,  2000,
 shall remain in full force  and effect and shall  continue to be the  legal,
 valid and  binding obligation  of each  Guarantor enforceable  against  each
 Guarantor in accordance with its terms.


                               PEGASUS NO. 1, LLC


                               By:
                               Name:
                               Title:


                               PEGASUS NO. 2, LLC


                               By:
                               Name:
                               Title:


                               PEGASUS GP, LLC

                               By:  Pegasus Solutions, Inc., its Sole Member


                               By:
                               Name:
                               Title:


                               PEGASUS BUSINESS INTELLIGENCE, LP,
                               (successor by merger to Pegasus Electronic
                               Distribution, LP and Pegasus Commission
                               Processing, LP)

                               By:  Pegasus GP, LLC, its General Partner

                               By:Pegasus Solutions, Inc., its Sole Member


                               By:
                               Name:
                               Title:
                               PEGASUS SOLUTIONS ACQUISITION
                               COMPANY (formerly known as REZ, Inc.)


                               By:
                               Name:
                               Title:

                               PEGASUS SOLUTIONS COMPANIES
                               (successor by merger to Anasazi Service
                               Corporation and Anasazi Travel Resources, Inc.
                               and formerly known as Rezolutions, Inc.)


                               By:
                               Name:
                               Title:


<PAGE>


                         INDEX TO EXHIBITS

        Exhibit            Description of Exhibits

          "A"          Form of Note
          "B"          Borrowing Request Form
          "C"          Security Agreement
          "D"          Guaranty
          "E"          Contribution and Indemnification
                       Agreement
          "F"          Matters to be Addressed in
                       Opinion of Counsel
          "G"          Compliance Certificate
          "H"          Assignment and Acceptance

<PAGE>

                        INDEX TO SCHEDULES

      Schedule      Description of Schedules

        1.01        Investment Policy
        2.01        Lenders and Commitments
        5.06        Disclosed Matters
        5.14        Subsidiaries
        5.16        Patents, Trademarks and
                    Copyrights
        8.01        Existing Indebtedness
        8.02        Existing Liens
        8.08        Existing Restrictive
                    Agreements