Exhibit 10.18

                                 LOAN AGREEMENT

                                   between the

                             MICHIGAN STRATEGIC FUND

                                       and

                             OPEN PLAN SYSTEMS, INC.



                            Dated as of June 1, 2000

                                   Relating to
                              Variable Rate Demand
                        Limited Obligation Revenue Bonds
                        (Open Plan Systems, Inc. Project)
                                   Series 2000
                 in the aggregate principal amount of $2,500,000



 ==============================================================================


           CERTAIN RIGHTS OF THE ISSUER UNDER THIS AGREEMENT HAVE BEEN
         ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF
            FIRST-CITIZENS BANK & TRUST COMPANY, AS TRUSTEE UNDER AN
        INDENTURE OF TRUST, DATED AS OF THE DATE FIRST ABOVE WRITTEN, AS
             AMENDED OR SUPPLEMENTED FROM TIME TO TIME. INFORMATION
           CONCERNING SUCH SECURITY INTEREST MAY BE OBTAINED FROM THE
         TRUSTEE AT 100 EAST TRYON ROAD, MAIL DROP DAC61, RALEIGH, NORTH
              CAROLINA 27603, ATTENTION: CORPORATE TRUST DIVISION.




<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
ARTICLE I - DEFINITIONS AND RULES OF CONSTRUCTION.................................................................1
         Section 1.1       Definitions............................................................................1
         Section 1.2       Rules of Construction..................................................................4

ARTICLE II - REPRESENTATIONS......................................................................................5
         Section 2.1       Representations by the Issuer..........................................................5
         Section 2.2       Representations by the Company.........................................................6
         Section 2.3       Company Representations and Covenants Regarding the
                            Internal Revenue Code.................................................................8

ARTICLE III - ACQUISITION OF THE PROJECT.........................................................................12
         Section 3.1       Agreement to Undertake and Complete the Project.......................................12
         Section 3.2       Disbursements from the Project Fund...................................................12
         Section 3.3       Establishment of Completion Date and Certificate as to Completion.....................13
         Section 3.4       Closeout of Project Fund; Disposition of Balance in Project Fund......................13
         Section 3.5       Company Required to Pay Costs in Event Project Fund Insufficient......................13
         Section 3.6       Company and Issuer Representatives and Successors.....................................14
         Section 3.7       Investment of Moneys in Funds.........................................................14
         Section 3.8       Plans and Specifications..............................................................15

ARTICLE IV - ISSUANCE OF THE BONDS...............................................................................15
         Section 4.1       Agreement to Issue the Bonds..........................................................15

ARTICLE V - LOAN; PAYMENT PROVISIONS.............................................................................15
         Section 5.1       Loan of Proceeds......................................................................16
         Section 5.2       Amounts Payable.......................................................................16
         Section 5.3       Unconditional Obligations.............................................................17
         Section 5.4       Prepayments...........................................................................17

ARTICLE VI - MAINTENANCE AND TAXES...............................................................................18
         Section 6.1       Company's Obligations to Maintain and Repair..........................................18
         Section 6.2       Taxes and Other Charges...............................................................18

ARTICLE VII - INSURANCE, EMINENT DOMAIN AND DAMAGE
                      AND DESTRUCTION............................................................................18
         Section 7.1       Insurance.............................................................................18
         Section 7.2       Provisions Respecting Eminent Domain..................................................18
         Section 7.3       Damage and Destruction................................................................18



                                                        -i-
<PAGE>

ARTICLE VIII - SPECIAL COVENANTS.................................................................................19
         Section 8.1       Access to the Property and Inspection.................................................19
         Section 8.2       Financial Statements..................................................................19
         Section 8.3       Further Assurances and Corrective Instruments.........................................19
         Section 8.4       Recording and Filing; Other Instruments...............................................19
         Section 8.5       Exclusion from Gross Income for Federal Income Tax
                            Purposes of Interest on the Bonds....................................................20
         Section 8.6       Indemnity Against Claims..............................................................20
         Section 8.7       Issuer Fees and Expenses; Indemnification of the Issuer
                            and the Trustee......................................................................20
         Section 8.8       Compliance with Laws..................................................................22
         Section 8.9       Non-Arbitrage Covenant................................................................22
         Section 8.10      Notice of Determination of Taxability.................................................23
         Section 8.11      No Purchase of Bonds by Company or Issuer.............................................23
         Section 8.12      Maintenance of Corporate Existence....................................................23
         Section 8.13      Company Approval of Indenture.........................................................24
         Section 8.14      Duties and Obligations................................................................24
         Section 8.15      Notice of Certain Acquisitions of Control.............................................24

ARTICLE IX - ASSIGNMENT, LEASE AND SALE..........................................................................24
         Section 9.1       Restrictions on Transfer of Issuer's Rights...........................................24
         Section 9.2       Assignment by the Issuer..............................................................24
         Section 9.3       Assignment of Agreement by the Company or Lease
                            or Sale of Project...................................................................25
         Section 9.4       Assumption of Agreement by Purchaser of Project Upon Foreclosure......................25

ARTICLE X - EVENTS OF DEFAULT AND REMEDIES.......................................................................25
         Section 10.2      Remedies on Default...................................................................26
         Section 10.3      Application of Amounts Realized in Enforcement of Remedies............................27
         Section 10.4      No Remedy Exclusive...................................................................27
         Section 10.5      Agreement to Pay Attorneys' Fees and Expenses.........................................27
         Section 10.6      Issuer and Company to Give Notice of Default..........................................27

ARTICLE XI - PREPAYMENTS; PURCHASE OF BONDS......................................................................27
         Section 11.2      Mandatory Prepayment Upon a Determination of Taxability...............................28
         Section 11.3      Optional Purchase of Bonds............................................................28
         Section 11.4      Relative Priorities...................................................................29
         Section 11.5      Prepayment to Include Fees and Expenses...............................................29
         Section 11.6      Purchase of Bonds.....................................................................29

ARTICLE XII - MISCELLANEOUS......................................................................................30
         Section 12.1      Amounts Remaining in Funds............................................................30



                                      -ii-
<PAGE>

         Section 12.2      No Implied Waiver.....................................................................30
         Section 12.3      Issuer Representative.................................................................30
         Section 12.4      Company Representative................................................................30
         Section 12.5      Notices...............................................................................30
         Section 12.6      Issuer, Members, Directors, Officers, Agents, Attorneys
                            and Employees of Issuer Not Liable...................................................30
         Section 12.7      No Liability of Issuer; No Charge Against Issuer's Credit.............................31
         Section 12.8      If Performance Date Not a Business Day................................................31
         Section 12.9      Binding Effect........................................................................31
         Section 12.10     Severability..........................................................................32
         Section 12.11     Amendments, Changes and Modifications.................................................32
         Section 12.12     Execution in Counterparts.............................................................32
         Section 12.13     Applicable Law........................................................................32

EXHIBIT A - DESCRIPTION OF THE PROJECT..........................................................................A-1

EXHIBIT B - REQUISITION AND CERTIFICATE.........................................................................B-1

</TABLE>














                                      -iii-

<PAGE>

                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT, dated as of June 1, 2000, is made and entered into
by and  between  the  MICHIGAN  STRATEGIC  FUND (the  "Issuer"),  a public  body
corporate and politic existing under the laws of the State of Michigan, and OPEN
PLAN SYSTEMS, INC. (the Company"), a Virginia corporation;

                                               W I T N E S S E T H:

         A.       The Issuer has been created  pursuant to the provisions of the
Michigan  Strategic Fund Act, Act No. 270 of Public Acts of Michigan of 1984, as
amended  (the  "Act"),  with the  power to make  loans to pay for the costs of a
"project" (as defined in the Act).

         B.       The   Company  has  applied  to  the  Issuer  for  a  loan  of
$2,500,000, to finance the costs of the Project (as hereinafter defined).

         C.       The Issuer has determined  that granting the loan requested by
the Company will promote and serve the intended  purposes of and in all respects
will conform to the provisions and requirements of the Act.

         D.       The Issuer and the  Company  desire to set forth the terms and
conditions of the loan provided for hereunder.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter  contained,  the parties hereto covenant,  agree and bind
themselves as follows;

                                    ARTICLE I
                      DEFINITIONS AND RULES OF CONSTRUCTION

         Section 1.1  Definitions.  In addition to the words and terms elsewhere
defined in this  Agreement,  the following  words and terms as used herein shall
have the following  meanings unless the context or use clearly indicates another
or  different  meaning or intent,  and any other words and terms  defined in the
Indenture  shall have the same  meanings  when used  herein as  assigned  in the
Indenture  unless the  context or use  clearly  indicates  another or  different
meaning or intent:

         "Act" means Act No. 270, Public Acts of Michigan, 1984, as amended.

         "Acquisition",   when  used  with  reference  to  the  Project,   means
acquisition, construction, installation and equipping.

         "Agreement"  means  this Loan  Agreement  between  the  Issuer  and the
Company  and any  modifications,  alterations  and  supplements  hereto  made in
accordance with the provisions hereof and of the Indenture.




<PAGE>

         "Bond Documents" means,  collectively,  the Bonds, this Agreement,  the
Indenture,  the Credit Facility,  the Credit Agreement,  the Purchase Agreement,
the Remarketing Agreement and the Official Statement.

         "Bond  Proceeds"  means the  principal of the Bonds and any  investment
earnings thereon while on deposit in the Project Fund.

         "Capital Expenditures" means:

         (i)      properly  chargeable  to the  capital  account  of any  person
         without regard to any rule of the Code which permits such  expenditures
         to be treated as current expenses;

         (ii)     financed  from  sources  other than the proceeds of the Bonds;
         and

         (iii)    which resulted in property used in connection  with facilities
         located  in the  Municipality  or  located  in any  adjacent  political
         subdivision and integrated with or contiguous to such  facilities,  the
         "principal user" of which is the Company or any other Principal User of
         the  Project or any  Related  Person to the  Company or such  Principal
         User, except capital  expenditures  exempted under Section 144(a)(4)(c)
         of the Code.

         "Company  Representative"  means  any one of the  persons  at the  time
designated to act on behalf of the Company by written  certificate  furnished to
the Issuer and the Trustee  containing  the specimen  signatures of such persons
and signed on behalf of the Company by the  President  or any Vice  President of
the Company.

         "Completion Date" means, with respect to the Project, the date on which
the Company  Representative  delivers a  completion  certificate  to the Trustee
pursuant to Section 3.3.

         "Cost(s)  of the  Project",  "Cost"  or  "Costs"  means  all  costs and
allowances  which the Issuer or the Company may  properly  pay or accrue for the
Project  and  which,  under  generally  accepted  accounting   principles,   are
chargeable to the capital  account of the Project or could be so charged  either
with a proper election to capitalize  such costs or, but for a proper  election,
to expense such costs, including (without limitation) the following costs:

                  (a)      fees and expenses incurred in preparing the plans and
         specifications  for the Project  (including  any  preliminary  study or
         planning or any aspect  thereof);  any labor,  services,  materials and
         supplies used or furnished in site  improvement and  construction;  any
         equipment  for the Project;  and any  acquisition  necessary to provide
         utility services or other services,  including  trackage to provide the
         Project with public transportation facilities,  roadways, parking lots,
         water supply,  sewage and waste disposal  facilities;  and all real and
         tangible personal property deemed necessary by the Company and acquired
         in connection with the Project;


                                        2

<PAGE>



                  (b)      fees for architectural,  engineering, supervisory and
         consulting services;

                  (c)      any fees and  expenses  incurred in  connection  with
         perfecting  and  protecting  title  to the  Project  and any  fees  and
         expenses  incurred in connection  with  preparing,  recording or filing
         such  documents,  instruments  or  financing  statements  as either the
         Company  or the  Issuer may deem  desirable  to perfect or protect  the
         rights of the Issuer or the Trustee under the Bond Documents;

                  (d)      any legal,  accounting or financial advisory fees and
         expenses,  including,  without  limitation,  fees and  expenses of Bond
         Counsel and counsel to the Issuer, the Company,  the Credit Issuer, the
         Underwriter,  the  Remarketing  Agent  or the  Trustee,  any  fees  and
         expenses of the Issuer, Trustee, Remarketing Agent, Underwriter, Credit
         Issuer,  Paying Agent or any rating  agency,  filing fees, and printing
         and engraving  costs,  incurred in connection  with the  authorization,
         issuance,  sale and purchase of the Bonds,  and the  preparation of the
         Bond  Documents  and  all  other   documents  in  connection  with  the
         authorization, issuance and sale of the Bonds;

                  (e)      interest to accrue on the Bonds  during  construction
         of the Project;

                  (f)      any  administrative  or  other  fees  charged  by the
         Issuer or  reimbursement  thereto of  expenses in  connection  with the
         Project until the Completion Date; and

                  (g)      any other costs and expenses  relating to the Project
         which  could  constitute  costs or  expenses  for which the  Issuer may
         expend Bond proceeds under the Act.

         "Eminent Domain" means the taking of title to, or the temporary use of,
the  Project or any part  thereof  pursuant  to eminent  domain or  condemnation
proceedings,  or by any  settlement or compromise  of such  proceedings,  or any
voluntary  conveyance of the Project or any part thereof during the pendency of,
or as a result of a threat of, such proceedings.

         "Event of Default" shall have the meaning set forth in Section 10.1.

         "Indemnified  Persons"  means the  Issuer  and its  members,  officers,
agents, employees and any other person acting for or on behalf of the Issuer.

         "Indenture"  means the  Indenture  of Trust,  dated as of June 1, 2000,
between  the Issuer and the  Trustee as the same may be amended or  supplemented
from time to time as permitted thereby.

         "Inducement  Date" means  February 10, 2000, on which date a resolution
of intent or inducement to assist in the financing of the Project was adopted by
the Issuer.

         "Issuance  Costs"  means  items  of  expense  payable  or  reimbursable
directly or indirectly by the Issuer and related to the authorization,  sale and
issuance of the Bonds and authorization and


                                        3

<PAGE>

execution of the  Agreement,  which items of expense shall  include,  but not be
limited to, the Issuer's fee, application fees and expenses,  publication costs,
printing costs, costs of reproducing documents,  filing and recording fees, Bond
Counsel and Counsel fees, initial Trustee's fees,  underwriter's  fees, fees and
charges for execution,  transportation  and safekeeping of the Bonds and related
documents, and other costs, charges and fees in connection with the foregoing.

         "Issuer  Representative"  means  any  one of the  persons  at the  time
designated  to act on behalf of the Issuer by written  certificate  furnished to
the Company and the Trustee  containing the specimen  signatures of such persons
and signed on behalf of the Issuer by its Authorized Officer.

         "Municipality"  means the  Charter  Township  of Delta,  Eaton  County,
Michigan.

         "Net Proceeds",  when used with respect to any proceeds of insurance or
proceeds resulting from Eminent Domain,  means the gross proceeds therefrom less
all expenses (including attorneys' fees) incurred in realization thereof.

         "Official  Statement" means the Preliminary  Official Statement and the
final Official  Statement  prepared and used in connection with the initial sale
of the Bonds on the Issue Date.

         "Plans and  Specifications"  means the plans and specifications used in
the Acquisition of the Project,  as the same may be revised from time to time by
the Company in accordance with Section 3.8.

         "Principal  User" means a principal user of the Project as such term is
used in Section 144(a) of the Code.

         "Project"  means,  collectively,  the  property  described in Exhibit A
hereto, as the same may at any time exist.

         "Related  Person",  with  reference to any  Substantial  User,  means a
"related  person"  within the meaning of Section  147(a) of the Code,  and, with
reference to any Principal User,  means a "related person" within the meaning of
Section 144(a)(3) of the Code.

         "Remarketing  Agreement"  means the Remarketing  and Interest  Services
Agreement,  dated as of June 1, 2000,  between the  Company and the  Remarketing
Agent.

         "Substantial User" means, with respect to any "facilities" (as the term
"facilities"  is used in Section 147(a) of the Code),  a  "substantial  user" of
such "facilities" within the meaning of Section 147(a) of the Code.

         Section 1.2 Rules of Construction. Unless the context clearly indicates
to the contrary,  the following  rules shall apply to the  construction  of this
Agreement:


                                        4

<PAGE>

         (a)      Capitalized terms used but not defined in this Agreement shall
have the meaning ascribed to them in the Indenture.

         (b)      Words  importing the singular  number shall include the plural
number and vice versa.

         (c)      The table of contents, captions and headings herein are solely
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement nor shall they affect its meaning, construction or effect.

         (d)      Words of the masculine gender shall be deemed and construed to
include  correlative words of the feminine and neuter genders,  and words of the
neuter gender shall be deemed and construed to include  correlative words of the
masculine and feminine genders.

         (e)      All  references in this  Agreement to  particular  Articles or
Sections  are  references  to Articles and  Sections of this  Agreement,  unless
otherwise indicated.

                                   ARTICLE II
                                 REPRESENTATIONS

         Section 2.1  Representations  by the Issuer.  The Issuer represents and
warrants as follows:

         (a)      The  Issuer is a public  body  corporate  and  politic  and is
authorized  by the Act to  execute  and to  enter  into  this  Agreement  and to
undertake the transactions  contemplated herein and to carry out its obligations
hereunder.

         (b)      The Issuer has all requisite power,  authority and legal right
to execute and deliver the Bond  Documents  to which it is a party and all other
instruments  and documents to be executed and  delivered by the Issuer  pursuant
thereto,  to perform  and observe  the  provisions  thereof and to carry out the
transactions  contemplated  by the Bond Documents.  All corporate  action on the
part of the Issuer which is required for the  execution,  delivery,  performance
and observance by the Issuer of the Bond Documents has been duly  authorized and
effectively taken, and such execution,  delivery, performance and observation by
the  Issuer do not  contravene  applicable  law or any  contractual  restriction
binding on or affecting the Issuer.

         (c)      The Issuer has duly approved the issuance of the Bonds and the
loan of the proceeds  thereof to the Company for the  acquisition,  construction
and equipping of the Project; no other authorization or approval or other action
by, and no notice to or filing with,  any  governmental  authority or regulatory
body  is  required  as a  condition  to the  performance  by the  Issuer  of its
obligations under any Bond Documents.

         (d)      This  Agreement  is, and each other Bond Document to which the
Issuer is a party when  delivered  will be,  legal,  valid and  binding  special
obligations of the Issuer enforceable against


                                        5

<PAGE>

the Issuer in accordance with its terms except as the enforceability thereof may
be limited by bankruptcy,  insolvency or similar laws affecting the  enforcement
of creditors' rights generally.

         (e)      There  is no  default  of the  Issuer  in the  payment  of the
principal of or interest on any of its  indebtedness for borrowed money or under
any  instrument  or  instruments  or  agreements  under and subject to which any
indebtedness for borrowed money has been incurred which does or could affect the
validity and  enforceability  of the Bond Documents or the ability of the Issuer
to  perform  its  obligations  thereunder,  and no  event  has  occurred  and is
continuing  under the  provisions  of any such  instrument  or  agreement  which
constitutes or, with the lapse of time or the giving of notice,  or both,  would
constitute such a default.

         (f)      With respect to the Bonds,  there are no other  obligations of
the Issuer that have been,  are being or will be (i) sold at  substantially  the
same  time,  (ii)  sold  pursuant  to the  same  plan of  financing,  and  (iii)
reasonably expected to be paid from substantially the same source of funds.

         (g)      There is no action, suit, proceeding, inquiry or investigation
at law or in equity or before or by any court, public board or body pending, or,
to the best knowledge of the Issuer,  threatened against or affecting the Issuer
wherein an unfavorable  decision,  ruling or finding would adversely  affect (i)
the  transactions  contemplated  by, or the validity or  enforceability  of, the
Bonds, the Indenture or this Agreement or (ii) the tax-exempt status of interest
on the Bonds.

         (h)      In connection with the authorization, issuance and sale of the
Bonds,  the Issuer has complied with all provisions of the Constitution and laws
of the State, including the Act.

         (i)      The Issuer has not  assigned or pledged and will not assign or
pledge its interest in this  Agreement  for any purpose other than to secure the
Bonds  under  the  Indenture.  The  Bonds  constitute  the  only  bonds or other
obligations  of the Issuer in any manner payable from the revenues to be derived
from this  Agreement,  and except for the Bonds,  no bonds or other  obligations
have been or will be issued on the basis of this Agreement.

         (j)      The Issuer is not in default  under any of the  provisions  of
the laws of the  State,  where  any such  default  would  affect  the  issuance,
validity or enforceability of the Bonds or the transactions contemplated by this
Agreement or the Indenture.

         Section 2.2 Representations by the Company.  The Company represents and
warrants as follows:

         (a)      The  Company  is  a  corporation  duly  incorporated,  validly
existing and in good  standing  under the laws of the state of  Virginia,  is in
good  standing  under the laws of the State,  and has  corporate and other legal
power and authority to enter into and to perform the agreements and covenants on
its part  contained in the Bond  Documents to which it is a party,  and has duly
authorized  the  execution,  delivery and  performance  of the Bond Documents to
which it is a party and has duly approved the Bond Documents.


                                        6

<PAGE>

         (b)      The  execution  and  delivery  by  the  Company  of  the  Bond
Documents  to which it is a party  and the  performance  by the  Company  of its
obligations  thereunder  (i) do not  violate  provisions  of  statutory  laws or
regulations  applicable  to the  Company,  (ii) do not violate  its  articles of
incorporation  or bylaws,  (iii) do not breach or result in a default  under any
other agreement to which it is a party, and (iv) do not violate the terms of any
judicial or  administrative  judgment,  order,  decree or arbitral decision that
names the Company and is specifically directed to it or its properties.

         (c)      There is no action, suit, proceeding, inquiry or investigation
at law or in equity or before or by any court, public board or body pending, or,
to the best  knowledge  of the  Company,  threatened  against or  affecting  the
Company  wherein an  unfavorable  decision,  ruling or finding  would  adversely
affect (i) the transactions  contemplated by, or the validity or  enforceability
of, the Bond Documents or (ii) the tax-exempt status of interest on the Bonds.

         (d)      No  further   authorizations,   consents   or   approvals   of
governmental  bodies or agencies are required in  connection  with the execution
and  delivery by the Company of this  Agreement  or the other Bond  Documents to
which the  Company  is a party or in  connection  with the  carrying  out by the
Company of its  obligations  under this Agreement or the other Bond Documents to
which the Company is a party.

         (e)      The financing of the Project as provided under this Agreement,
and  commitments  therefor made by the Issuer have induced the Company to expand
or locate its operations in the jurisdiction of the Issuer.

         (f)      The Company  anticipates  that upon completion of the Project,
the Company  will  operate the Project as a "project"  within the meaning of the
Act until the Bonds have been paid in full.  No portion of the  Project  will be
devoted to housing.

         (g)      The Project is of the type  authorized  and  permitted  by the
Act, and the Project is substantially  the same in all material respects to that
described in the notice of public  hearing  published  in The Detroit  News/Free
Press on May 23, 2000 and in the Lansing State Journal on May 23, 2000.

         (h)      The Project will be acquired,  constructed  and  installed and
will be operated by the Company in such manner as to conform with all applicable
zoning,  planning,   building,   environmental  and  other  regulations  of  the
governmental authorities having jurisdiction over the Project.

         (i)      The Company  will cause all of the proceeds of the Bonds to be
applied solely to the payment of Costs of the Project.

         (j)      The Company  has taken no action,  and has not omitted to take
any action,  which  action or omission to take action would in any way affect or
impair the  excludability  of  interest  on the Bonds  from gross  income of the
Holders thereof for federal income tax purposes.


                                        7

<PAGE>

         (k)      The Company  presently in good faith estimates the Cost of the
Project to equal or exceed the original principal amount of the Bonds.

         (l)      The Project will be located wholly within the Municipality.

         (m)      The  financing  of the Project  will result in the creation of
approximately 10 new full-time job positions and will not result in the transfer
of employment of more than 20 full-time  employees from another  municipality of
the State to the  Municipality,  other  than from  such  municipalities  as have
received  written  notification  of the  Project  and the Bonds  from the Issuer
pursuant to the Act.

         Section  2.3  Company   Representations  and  Covenants  Regarding  the
Internal   Revenue   Code.   The   Company   makes  the   following   additional
representations  and warranties for the benefit and reliance of the Issuer,  the
Trustee and the Credit Issuer:

         (a)      None of the  proceeds  of the Bonds  shall be  applied  to any
costs of the  acquisition,  construction  or equipping of the Project which were
paid or  incurred  (within  the  meaning  of Section  103 of the Code)  prior to
December 12, 1999 (i.e., 60 days prior to the Inducement Date).

         (b)      No director  or officer of the Issuer has any  interest of any
kind in the  Company  which  would  result,  as a result of the  issuance of the
Bonds, in a substantial financial benefit to such persons other than as a member
of the general public of the State.

         (c)      There  are  no  outstanding  bonds  as  described  in  Section
144(a)(2) of the Code that have been issued by any state, political subdivision,
district,  public body, agency,  authority,  commission or instrumentality,  the
proceeds of which have been or will be used with respect to  facilities  located
within the Municipality, the Principal User of which is the Company or any other
Principal  User of the  Project  or any  Related  Person,  as defined in Section
144(a)(3) of the Code, to the Company or such Principal User of the Project.

         (d)      All  reimbursements  to the  Company  for  Project  Costs from
proceeds of the Bonds shall be made in compliance  with Treasury  Regulation ss.
1.150-2 (the "Reimbursement Regulations").

         (e)      All  property  which is to be financed by the net  proceeds of
the Bonds is to be owned by the Company.

         (f)      The amount of Issuance Costs financed from the proceeds of the
sale of the Bonds shall not exceed 2% of the proceeds of the Bonds.


                                        8

<PAGE>

         (g)      The Company shall  complete the Project as required by the Act
as promptly as practicable,  and shall cause to be paid all costs of the Project
in excess of the moneys available therefor in the Project Fund.

         (h)      The Company expects to complete the acquisition,  construction
and installation of the Project within three years after the date of issuance of
the Bonds.

         (i)      There are no other bonds  described  in Section  144(a) of the
Code which have been  issued,  or are  contemplated  to be issued,  pursuant  to
Section 144(a) of the Code (or its  predecessor  provision),  for the benefit of
the  Company,  any  Principal  User,  or any Related  Person to the Company or a
Principal  User and which (i) were or are to be sold  within 15 days of the sale
and delivery of the Bonds; (ii) were or are to be sold pursuant to a common plan
of marketing as the marketing plan for the Bonds; and (iii) are payable directly
or  indirectly  by the  Company  or from the  source  from  which  the Bonds are
payable.

         (j)      Not less than 95% of the net proceeds of the Bonds  (including
investment  proceeds)  will  be  expended  for  the  acquisition,  construction,
reconstruction  or improvement of land or property of a character subject to the
allowance for depreciation  within the meaning of Section 144(a)(1) of the Code,
and all of the  proceeds of the Bonds will be used to pay costs as  permitted by
the Act.

         (k)      The  information  furnished  by the  Company  and  used by the
Issuer in preparing the IRS Form 8038, Information Return for Tax-Exempt Private
Activity  Bond  Issues,  to be  filed by or on  behalf  of the  Issuer  with the
Internal Revenue Service in Ogden,  Utah pursuant to Section 149(e) of the Code,
was true and complete as of the date of completion of said Form 8038.

         (l)      The average  maturity of the Bonds does not exceed 120% of the
average  reasonably  expected  economic life of the components  compromising the
Project, as determined pursuant to Section 147(b) of the Code.

         (m)      No more than 25% of the net proceeds of the Bonds will be used
to provide a facility  the primary  purpose of which is retail food and beverage
services,  automobile  sales or  service,  or the  provision  of  recreation  or
entertainment.  No portion of the  proceeds of the Bonds will be used to provide
any private or commercial  golf course,  country club,  massage  parlor,  tennis
club, skating facility  (including roller skating,  skateboard and ice skating),
racquet sports facility  (including any handball or racquetball  court), hot tub
facility, suntan facility,  racetrack,  airplane, skybox or other private luxury
box,  health club  facility,  facility  primarily  used for gambling,  store the
principal business of which is the sale of alcoholic  beverages for off premises
consumption or residential real property for family units.

         (n)      Less than 25% of the net proceeds of the Bonds will be used to
acquire  land.  No portion of the  proceeds of the Bonds will be used to acquire
land (or an interest therein) to be used for farming purposes.


                                        9

<PAGE>

         (o)      Rehabilitation  expenditures  (within  the  meaning of Section
147(d) of the Code) made by the Company prior to the second  anniversary date of
the Issue Date, with respect to any property purchased with a portion of the net
proceeds of the Bonds and the first use of which was prior to such  acquisition,
will exceed 15% of the cost of acquiring  such  property  financed with such net
proceeds.

         (p)      The sum of the authorized  face amount of the Bonds  allocable
to each test- period  beneficiary  (as defined in Section  144(a)(10)(D)  of the
Code) plus the  respective  aggregate  face  amount of all  tax-exempt  facility
related bonds presently outstanding which are allocable to each such test-period
beneficiary  does  not  exceed  $40,000,000.  During  a three  (3)  year  period
commencing on the later of the date of the issuance of the Bonds or the date the
Project  facilities are placed in service,  the Company shall not sell a portion
of the Project or lease or allow the sublease of a portion of the Project to any
Principal User who,  together with Related Persons to such Principal User, would
cause  the  $40,000,000  limitation  of  Section  144(a)(10)  of the  Code to be
exceeded.

         (q)      The  Project  does  not  consist  of a  portion  of  a  single
building, enclosed shopping mall or strip of offices, stores or warehouses using
substantial  common  facilities  with any  other  portion  or  portions  of such
property (of which the Project is a part) and where any such other  portions are
or will be financed with qualified  bonds the interest on which is excluded from
gross income for federal income tax purposes under Section 103(a) of the Code.

         (r)      The payment of principal or interest with respect to the Bonds
is not  guaranteed  in whole or in part by the  United  States or any  agency or
instrumentality  thereof.  The  Bonds  are not  issued  as part of an  issue,  a
significant portion of the proceeds of which are to be used in making loans, the
payment of principal or interest  with respect to which are to be  guaranteed in
whole or in part by the United States or any agency or instrumentality  thereof,
or invested  directly or indirectly in federally  insured  deposits or accounts.
The payment of  principal or interest on the Bonds is not  otherwise  indirectly
guaranteed  in  whole  or in  part  by  the  United  States  or  any  agency  or
instrumentality thereof within the meaning of Section 149(b) of the Code.

         (s)      The Company will comply with the  provisions of Section 148 of
the Code. The Company  covenants,  for the benefit of itself, the Issuer and the
owners  from time to time of the  Bonds,  that it will not  cause or permit  any
proceeds of the Bonds to be invested in a manner  contrary to the  provisions of
Section 148 of the Code, and that it will assume compliance with such provisions
on behalf of the Issuer  (including,  without  limitation,  performing  required
calculations,  the  keeping  of proper  records  and the  timely  payment to the
Department of the Treasury of the United States,  in the name of the Issuer,  of
all amounts required to be so paid by Section 148 of the Code).

         (t)      No event has occurred and no condition  exists with respect to
the Company that would  constitute an "Event of Default" under this Agreement or
that,  with the lapse of time or the giving of notice or both,  would  become an
"Event of Default" under this Agreement.


                                       10

<PAGE>

         (u)      At least 95% of the net  proceeds of the Bonds will be used to
finance a "manufacturing  facility" within the meaning of Section  144(a)(12)(C)
of the Code,  and no more than 25% of the net proceeds of the Bonds will be used
to finance  facilities that are "directly related and ancillary"  thereto within
the meaning of Section  144(a)(12)(C)  of the Code.  For this purpose,  the term
"manufacturing  facility" means any facility which is used in the  manufacturing
or production of tangible personal property (including the processing  resulting
in a change in the condition of such property).  Manufacturing facilities do not
include  an  office  unless  such  office  is  located  on the  premises  of the
manufacturing  facility  and not more  than a de  minimus  (5%)  portion  of the
functions  to be  performed  at  such  office  is not  directly  related  to the
day-to-day operations at such facility.  Manufacturing facilities do not include
storage facilities for raw materials,  work in process,  finished goods or other
materials  unless such  storage  facilities  are located on the  premises of the
manufacturing  facility and are  directly  related to a  manufacturing  activity
conducted  at  such  facility  as  opposed  to  a   warehousing,   distributing,
wholesaling,  retailing or other non-manufacturing activity. The Company expects
to use or cause the Project to be used for  manufacturing  purposes for the term
the Bonds will be outstanding.

         (v)      No   proceeds   of  the  Bonds  will  be   allocated   to  the
reimbursement   of  an  expenditure   for  costs  of  the  Project  unless  such
reimbursement allocation is made not later than 18 months after the later of:

                  1.       the date the original expenditure is paid; or

                  2.       the  date  the   project  is  placed  in  service  or
                           abandoned,  but in no event  more than 3 years  after
                           the original expenditure is paid.

         (w)      No person that was a Substantial  User of the Project facility
at any time during the 5-year period before the Issue Date or any Related Person
to that user (i) will receive  (directly or indirectly) 5 percent or more of the
proceeds of the Bonds for such person's  interest in the Project  facility,  and
(ii) will be a Substantial  User of the Project  facility at any time during the
5-year  period after the Issue Date  (unless  such person was not a  Substantial
User of the Project  facility  or Related  Person to that user more than 60 days
before the date on which the Issuer adopted its inducement resolution).

         (x)      The Company  will not permit the sum of (i) the face amount of
the  Bonds,  plus  (ii) the  aggregate  face  amount of any  prior  small  issue
tax-exempt  bonds  outstanding  as of the Issue Date the  proceeds of which were
used to finance facilities in the Municipality and the "principal user" of which
is the Company or any Principal User of the Project or any Related Person to the
Company or such Principal User, plus (iii) Capital  Expenditures made during the
period  of 6 years  beginning  3 years  prior to the  issuance  of the Bonds and
extending 3 years thereafter, to exceed $10,000,000.

         (y)      The Bonds will not be hedge bonds, or in other words:


                                       11

<PAGE>

                  (a) at least 85% of the  spendable  proceeds of the issue will
                  be used to carry out the  governmental  purposes  of the issue
                  within the 3 year period  beginning  on the date the Bonds are
                  issued, and

                  (b) not more than 50% of the  proceeds  of the  issue  will be
                  invested  in  nonpurpose  investments  having a  substantially
                  guaranteed yield for 4 years or more or the other requirements
                  of ss.149(g) of the Code are met.

         (z)      The Company will use straight  line  depreciation  for federal
tax purposes for any part of the Project financed with the proceeds of the Bonds
in accordance with applicable provisions of Section 168 of the Code.

                                   ARTICLE III
                           ACQUISITION OF THE PROJECT

         Section 3.1  Agreement  to Undertake  and  Complete  the  Project.  The
Company  covenants and agrees to undertake and complete the  Acquisition  of the
Project.  Upon written request of the Issuer or the Trustee,  the Company agrees
to make available to the Issuer and the Trustee (for review and copying) all the
then current Plans and Specifications for the Project.

         The Company  agrees to cause the Project to be completed as soon as may
be  practicable  and to cause all  proceeds of the Bonds,  including  investment
earnings,  to be expended  no later than three  years from the Issue  Date.  For
Costs of the Project  incurred prior to receipt by the Issuer of the proceeds of
the Bonds,  the Company agrees to advance all funds  necessary for such purpose.
Such advances may be reimbursed from the Project Fund to the extent permitted by
Section 3.2.

         The Company shall obtain or cause to be obtained all necessary  permits
and approvals for the acquisition, operation and maintenance of the Project.

         Section 3.2 Disbursements from the Project Fund. In the Indenture,  the
Issuer has  authorized and directed the Trustee to use the moneys in the Project
Fund for payment or reimbursement to the Company of the Costs of the Project.

         Each  payment  for a Cost of the  Project  shall be made  only upon the
receipt by the Trustee  and,  upon  written  request  therefor,  the Issuer of a
requisition  and  certificate,  substantially  in the form  attached  hereto  as
Exhibit B and signed by the Company  Representative  and  approved by the Credit
Issuer.

         The Company agrees that it will not request any disbursement  which, if
paid,  would  result in (i) less than  substantially  all (at least  ninety-five
percent  (95%)) of the  proceeds  of the Bonds  being  used to  provide  land or
property  subject to the  allowance  for  depreciation  under Section 167 of the
Code,  constituting the Project, (ii) less than all of the proceeds of the Bonds
being used to provide the Project  under the Act, or (iii) the  inclusion of the
interest on any of the Bonds in the


                                       12

<PAGE>

gross income of any Holder for purposes of federal  income  taxation (as long as
such Holder is not a "related person" or a "substantial  user" of the Project as
such terms are used in Section 144 of the Code).

         Interest on the Bonds and all legal,  consulting and issuance  expenses
shall be set forth  separately in any  requisition  and  certificate  requesting
payment  therefor.  Such  requisitions and  certificates  shall be consecutively
numbered. Upon request, the Company shall furnish the Issuer or the Trustee with
copies of invoices or other  appropriate  documentation  supporting  payments or
reimbursements  requested  pursuant  to this  Section  3.2.  The  Issuer and the
Trustee may rely  conclusively  upon any statement made in any such  requisition
and certificate.

         Section 3.3  Establishment  of Completion  Date and  Certificate  as to
Completion.  The  Completion  Date  shall  be the  date  on  which  the  Company
Representative  signs and delivers to the Trustee a  certificate  stating  that,
except for amounts retained by the Trustee for Costs of the Project not then due
and  payable,  or the  liability  for  which  the  Company  is,  in good  faith,
contesting or disputing,  (a) the Project has been completed to the satisfaction
of the Company,  and all labor,  services,  materials  and supplies used in such
Acquisition  have been paid for, and (b) the Project is suitable and  sufficient
for the efficient operation as a "project" (as defined in the Act).

         Notwithstanding  the foregoing,  such  certificate may state that it is
given without  prejudice to any rights  against third parties which exist at the
date of such certificate or which may subsequently come into being.

         Section 3.4 Closeout of Project Fund; Disposition of Balance in Project
Fund. All moneys and any unliquidated  investments remaining in the Project Fund
on the  Completion  Date and after  payment in full of the Costs of the  Project
(except for costs not then due and payable, or disputed amounts, for the payment
of which the Trustee shall have retained amounts as hereinafter provided) shall,
as soon as practicable  after the Completion Date, and no later than ninety days
thereafter,  at the  direction of the  Company,  be delivered to the Trustee for
deposit in the Surplus Fund. The Trustee shall,  at the direction of the Company
Representative,  retain  moneys in the Project  Fund for payment of Costs of the
Project  not then due and  payable or which are  disputed.  Any  balance of such
retained funds  remaining  after full payment of such Costs of the Project shall
at the  direction  of the Company be  transferred  from the Project  Fund to the
Surplus Fund to be applied to the  redemption  of Bonds in  accordance  with the
terms of the Indenture.

         Section  3.5  Company  Required  to Pay  Costs  in Event  Project  Fund
Insufficient.  If the moneys in the Project  Fund  available  for payment of the
Costs of the Project should not be sufficient to make such payments in full, the
Company agrees to pay directly (or to deposit moneys in the Project Fund for the
payment  of) such  costs of  completing  the  Project as may be in excess of the
moneys  available  therefor  in the Project  Fund.  THE ISSUER DOES NOT MAKE ANY
WARRANTY OR REPRESENTATION (EITHER EXPRESS OR IMPLIED) THAT THE MONEYS DEPOSITED
INTO THE PROJECT  FUND AND  AVAILABLE  FOR PAYMENT OF THE COSTS OF THE  PROJECT,
UNDER THE PROVISIONS OF THIS AGREEMENT, WILL


                                       13

<PAGE>

BE SUFFICIENT TO PAY ALL OF THE COSTS OF THE PROJECT.  If, after  exhausting the
moneys in the Project Fund for any reason (including, without limitation, losses
on investments  made by the Trustee under the  Indenture),  the Company pays, or
deposits moneys in the Project Fund for the payment of, any portion of the Costs
of the Project pursuant to the provisions of this Section 3.5, the Company shall
not be  entitled  to any  reimbursement  therefor  from the  Issuer  or from the
Trustee, nor shall it be entitled to any diminution of the amounts payable under
Section 5.2.

         Section 3.6 Company and Issuer  Representatives  and Successors.  At or
prior to the initial sale of the Bonds, the Company and the Issuer shall appoint
a Company  Representative and an Issuer  Representative,  respectively,  for the
purpose of taking all actions and  delivering  all  certificates  required to be
taken and delivered by the Company  Representative and the Issuer Representative
under  the   provisions  of  this   Agreement.   The  Company  and  the  Issuer,
respectively, may appoint alternate Company Representatives and alternate Issuer
Representatives to take any such action or make any such certificate if the same
is not taken or made by the Company Representative or the Issuer Representative.
In the event any of such  persons,  or any successor  appointed  pursuant to the
provisions of this Section 3.6, should resign or become unavailable or unable to
take any action or  deliver  any  certificate  provided  for in this  Agreement,
another Company Representative or alternate Company  Representative,  or another
Issuer  Representative  or alternate Issuer  Representative,  shall thereupon be
appointed  by the  Company or the  Issuer,  respectively.  If the Company or the
Issuer fails to make such  designation  within ten (10) days  following the date
when the then incumbent Company  Representative or Issuer Representative resigns
or becomes unavailable or unable to take any such actions,  the President or any
Vice President of the Company,  or any Authorized  Officer of the Issuer,  shall
serve as the Company Representative or the Issuer Representative, respectively.

         Whenever  the  provisions  of  this  Agreement  require  the  Company's
approval or require the Issuer or the Trustee to take some action at the request
or direction of the Company, the Company Representative shall make such approval
or such  request or  direction  in writing  unless  otherwise  specified in this
Agreement.  Any action so taken with the  written  approval of or at the written
direction of the Company Representative shall be binding upon the Company.

         Section 3.7  Investment  of Moneys in Funds.  The Trustee may invest or
reinvest any moneys held  pursuant to the  Indenture to the extent  permitted by
Section  4.7 of the  Indenture  and by law (but  subject  to the  provisions  of
Section 8.9(a) hereof), in Permitted  Investments,  as defined in the Indenture,
as directed by a Company Representative.

         Any such  securities  may be  purchased at the offering or market price
thereof at the time of such purchase.

         The Trustee may make any and all such investments  through its own bond
department or trust investments  department.  Any interest accruing on or profit
realized  from the  investment  of any moneys held as part of the  Project  Fund
shall be  credited  to the  Project  Fund,  and any  loss  resulting  from  such
investment  shall be charged to the Project  Fund.  Any interest  accruing on or
profit  realized  from the  investment  of any moneys held as a part of the Bond
Fund shall be credited to the


                                       14

<PAGE>

Bond Fund, and any loss resulting from such  investment  shall be charged to the
Bond  Fund.  Neither  the Issuer  nor the  Trustee  shall be liable for any loss
resulting  from any such  investments,  provided the Trustee has  performed  its
respective  obligations  under Section 4.7 of the  Indenture in accordance  with
Section  7.1(b) of the  Indenture.  For the  purposes of this  Section  3.7, any
interest-bearing  deposits,  including certificates of deposit,  issued by or on
deposit with the Trustee shall be deemed to be investments and not deposits.

         Section 3.8 Plans and Specifications.  The Company shall maintain a set
of Plans and  Specifications  at the  Project  which shall be  available  to the
Issuer and the Trustee  for  inspection  and  examination  during the  Company's
regular business hours.  The Issuer,  the Trustee and the Company agree that the
Company may supplement, amend and add to the Plans and Specifications,  and that
the Company shall be authorized to omit or make  substitutions for components of
the Project,  without the approval of the Issuer and the Trustee,  provided that
no such change shall be made which,  after giving  effect to such change,  would
cause any of the  representations and warranties set forth in Section 2.2 hereof
to be false  or  misleading  in any  material  respect,  or  would  result  in a
violation  of the  covenant  set forth in Section  8.5. If any such change would
render  materially  incorrect  or  inaccurate  the  description  of the  initial
components  of the  Project  as set forth in  Exhibit A to this  Agreement,  the
Company  shall  deliver to the Issuer and the Trustee an opinion of Bond Counsel
to the effect that such  change  will not cause the  interest on the Bonds to be
includable  in the gross  income of the owners  thereof for  federal  income tax
purposes, and thereafter,  the Company and the Issuer shall amend such Exhibit A
to reflect  such change.  No  approvals  of the Issuer and the Trustee  shall be
required  for  the   Acquisition  of  the  Project  or  for  the   solicitation,
negotiation, award or execution of contracts relating thereto.

                                   ARTICLE IV
                              ISSUANCE OF THE BONDS

         Section  4.1  Agreement  to Issue the Bonds.  To provide  funds for the
Acquisition  of the  Project,  the Issuer  agrees  that it will sell,  issue and
deliver the Bonds in the aggregate principal amount of $2,500,000 to the initial
purchasers  thereof  and will cause the  proceeds  of the Bonds to be applied as
provided in Section 4.5 of the Indenture.

         Section  4.2 No  Third-Party  Beneficiary.  It is  specifically  agreed
between the parties  executing  this Agreement that it is not intended by any of
the provisions of any part of this Agreement to establish in favor of the public
or  any  member  thereof,   other  than  as  expressly  provided  herein  or  as
contemplated  in  the  Indenture,   the  rights  of  a  third-party  beneficiary
hereunder,  or to authorize  anyone not a party to this  Agreement to maintain a
suit  for  personal  injuries  or  property  damage  pursuant  to the  terms  or
provisions of this Agreement.  The duties,  obligations and  responsibilities of
the parties to this  Agreement  with  respect to third  parties  shall remain as
imposed by law.

                                    ARTICLE V
                            LOAN; PAYMENT PROVISIONS



                                       15

<PAGE>

         Section 5.1 Loan of  Proceeds.  The Issuer  agrees,  upon the terms and
conditions contained in this Agreement and the Indenture, to lend to the Company
the proceeds  received by the Issuer from the sale of the Bonds.  The loan shall
be made by depositing the accrued interest, if any, from the initial sale of the
Bonds into the Bond Fund and the  remainder of said proceeds in the Project Fund
in  accordance  with  Section  4.5 of the  Indenture.  Such  proceeds  shall  be
disbursed to or on behalf of the Company as provided in Section 3.2.

         Section 5.2 Amounts  Payable.  The Company  hereby  agrees to repay the
loan made pursuant to this Agreement by making the following payments:

         (a)      The  Company  shall pay or cause to be paid to the  Trustee in
immediately  available  funds for the account of the Issuer for deposit into the
Bond Fund on or before any Interest Payment Date for the Bonds or any other date
that any payment of  interest,  premium,  if any, or principal is required to be
made in respect of the Bonds pursuant to the Indenture,  until the principal of,
premium,  if any,  and  interest  on the Bonds  shall  have been  fully  paid or
provision for the payment  thereof  shall have been made in accordance  with the
Indenture,  a sum which,  together  with any Eligible  Funds  available for such
payment in the Bond Fund,  will enable the Trustee to pay the amount  payable on
such  date  as  principal  of  (whether  at  maturity  or  upon   redemption  or
acceleration  or  otherwise),  premium,  if any,  and  interest  on the Bonds as
provided in the Indenture; provided, however, that the obligation of the Company
to make any payment  hereunder  shall be deemed  satisfied and discharged to the
extent of the  corresponding  payment made by the Credit Issuer under the Credit
Facility.

         It is  understood  and agreed that all payments  payable by the Company
under this  subsection are assigned by the Issuer to the Trustee for the benefit
of the  Holders.  The  Company  assents to such  assignment.  The Issuer  hereby
directs the Company and the Company  hereby  agrees to pay to the Trustee at the
principal  corporate  trust  office of the Trustee all  payments  payable by the
Company pursuant to this subsection.

         (b)      The Company will also pay the reasonable  fees and expenses of
the Issuer,  the Trustee,  the Paying Agent,  the  Underwriter,  the Remarketing
Agent and the  Registrar  under the Indenture and all other amounts which may be
payable to the  Trustee,  Paying  Agent or  Registrar  under  Section 7.2 of the
Indenture,  and the reasonable fees and expenses of the Remarketing  Agent, such
fees and expenses to be paid when due and payable by the Company directly to the
Issuer,  Trustee,  Paying Agent, Registrar and Remarketing Agent,  respectively,
for their own account.

         (c)      The Company will also pay when due and payable the  reasonable
fees and expenses of the Issuer related to the issuance of the Bonds,  including
without limitation, attorneys' fees and expenses.

         (d)      The Company covenants,  for the benefit of the Holders, to pay
or  cause  to be  paid,  to the  Remarketing  Agent,  such  amounts  as shall be
necessary to enable the  Remarketing  Agent to pay the  Purchase  Price of Bonds
delivered to it for purchase, all as more particularly described in


                                       16

<PAGE>

Section 2.6 of the  Indenture;  provided,  however,  that the  obligation of the
Company to make any such payment  under this Section  5.2(d) shall be reduced by
the amount of moneys available for such payment  described in Section  2.6(g)(i)
of the Indenture;  and provided,  further, that the obligation of the Company to
make any payment  under this Section  5.2(d) shall be deemed to be satisfied and
discharged to the extent of the corresponding  payment made by the Credit Issuer
under the Credit Facility.

         (e)      In the  event  the  Company  shall  fail  to  make  any of the
payments  required in this Section 5.2,  the item or  installment  so in default
shall continue as an obligation of the Company until the amount in default shall
have been fully paid.

         Section 5.3 Unconditional Obligations. The obligation of the Company to
make the payments  required by Section 5.2 shall be absolute and  unconditional.
The  Company  shall  pay all  such  amounts  without  abatement,  diminution  or
deduction  (whether  for  taxes  or  otherwise)   regardless  of  any  cause  or
circumstance  whatsoever including,  without limitation,  any defense,  set-off,
recoupment  or  counterclaim  that the  Company  may have or assert  against the
Issuer, the Trustee or any other Person.

         Section 5.4 Prepayments.  The Company may prepay all or any part of the
amounts  required  to be paid by it under  Section  5.2, at the times and in the
amounts  provided in Article XI for redemption of the Bonds,  and in the case of
mandatory  redemptions of the Bonds,  the Company shall cause to be furnished to
the  Issuer  such  amounts  on or  prior  to the  applicable  redemption  dates.
Prepayment  of amounts  due  hereunder  pursuant  to this  Section  5.4 shall be
deposited in the Bond Fund.

         Section 5.5 Credits Against Payments.  To the extent that principal of,
Purchase  Price,  premium,  if any,  or interest on the Bonds shall be paid with
moneys  available under the Credit  Facility,  from  remarketing  proceeds (with
respect to Purchase Price) or other sources  available under the Indenture,  the
obligation  of the  Company to make  payments  required  by Section 5.2 shall be
satisfied and  discharged to the extent of the  principal  of,  Purchase  Price,
premium,  if any,  or  interest on the Bonds so paid.  If the  principal  of and
premium,  if any,  and  interest on the Bonds shall have been paid  sufficiently
that payment of the Bonds shall have  occurred in  accordance  with Article V of
the Indenture, then the obligations of the Company pursuant to Section 5.2, ipso
facto, shall be deemed to have been paid in full, and the Company's  obligations
under Section 5.2 and this Agreement shall be discharged.

         Section 5.6 Credit Facility and Alternate Credit Facility.  The Company
shall provide for the payment of amounts payable  pursuant to Section 5.2(a) and
(d) herein,  by the  delivery  to the Trustee on the Issue Date of the  Original
Credit Facility.  The Company shall be entitled to terminate the Credit Facility
as  provided  therein and in the  Indenture  and shall be entitled to provide an
Alternate  Credit  Facility  under  certain  circumstances  as  provided  in the
Indenture.


                                       17

<PAGE>

         Section 5.7 Interest Rate  Determination  Method. The Company is hereby
granted the right to designate  from time to time  changes in the Interest  Rate
Determination  Method  (as  defined in the  Indenture)  in the manner and to the
extent set forth in Section 2.4 of the Indenture.

                                   ARTICLE VI
                              MAINTENANCE AND TAXES

         Section 6.1 Company's  Obligations to Maintain and Repair.  The Company
agrees  that during the term of this  Agreement  it will keep and  maintain  the
Project in good  condition,  repair and working  order,  ordinary  wear and tear
excepted,  at its own cost,  and will make or cause to be made from time to time
all necessary repairs thereto  (including  external and structural  repairs) and
renewals and replacements thereto.

         Section 6.2 Taxes and Other Charges.  The Company will promptly pay and
discharge or cause to be promptly paid and  discharged,  as the same become due,
all taxes, assessments, governmental charges or levies and all utility and other
charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Project  imposed  upon it or in  respect  of the  Project  before the same shall
become in default, as well as all lawful claims which, if unpaid, might become a
lien or charge upon such  property and assets or any part  thereof,  except such
that are  contested  in good  faith by the  Company  for which the  Company  has
maintained  adequate  reserves  satisfactory  to the  Credit  Issuer,  or in the
absence of any Credit Issuer, satisfactory to the Issuer and the Trustee.

                                   ARTICLE VII
              INSURANCE, EMINENT DOMAIN AND DAMAGE AND DESTRUCTION

         Section  7.1  Insurance.  The  Company  will  during  the  term of this
Agreement and at all times while any Bonds are outstanding  continuously  insure
the Project against such risks as are customarily  insured against by businesses
of like size and type,  paying as the same  become due all  premiums  in respect
thereof.  In addition  the  Company  shall  comply,  or cause  compliance,  with
applicable worker's compensation laws of the State.

         Section 7.2 Provisions  Respecting  Eminent Domain. In case of a taking
or  proposed  taking of all or any part of the  Project or any right  therein by
Eminent Domain,  the party upon which notice of such taking is served shall give
prompt  written  notice to the other and to the Trustee.  Each such notice shall
describe  generally the nature and extent of such damage,  destruction,  taking,
loss, proceedings or negotiations.

         Section  7.3  Damage and  Destruction.  If at any time while any of the
Bonds are Outstanding,  the Project, or any portion thereof, shall be damaged or
destroyed  by fire,  flood,  windstorm  or other  casualty,  or title to, or the
temporary use of, the Project, or any portion thereof,  shall have been taken by
the power of Eminent  Domain,  the Company  (unless it shall have  exercised its
option to prepay all of the Bonds) shall cause the Net Proceeds  from  insurance
or  condemnation  or  an  amount  equal  thereto  to be  used  for  the  repair,
reconstruction, restoration or improvement of


                                       18

<PAGE>

the Project.  In case of any damage to or  destruction of all or any part of the
Project exceeding $50,000,  the Company shall give prompt written notice thereof
to the Issuer and the Trustee.  Notwithstanding the above, so long as the Credit
Facility is  outstanding,  the Company shall comply with the terms of the Credit
Agreement related to the use of insurance or condemnation proceeds.

                                  ARTICLE VIII
                                SPECIAL COVENANTS

         Section 8.1 Access to the Property and  Inspection.  The Issuer and the
Trustee, and their respective agents and employees, shall have the right, at all
reasonable times during normal business hours of the Company upon the furnishing
of reasonable notice to the Company under the  circumstances,  to enter upon and
examine and inspect the Project and to examine and copy the books and records of
the Company  insofar as such books and records relate to the Project or the Bond
Documents.

         Section 8.2  Financial  Statements.  The Company  shall,  upon request,
deliver to the  Trustee and the Issuer as soon as  practicable  and in any event
within 120 days after the end of each fiscal year of the Company,  the financial
reports of the Company for such fiscal year.

         Section 8.3 Further Assurances and Corrective Instruments.

         (a)      Subject to the provisions of the Indenture, the Issuer and the
Company  agree  that they  will,  from time to time,  execute,  acknowledge  and
deliver, or cause to be executed,  acknowledged and delivered,  such supplements
and amendments hereto and such further instruments as may reasonably be required
for  carrying  out  the  intention  or  facilitating  the  performance  of  this
Agreement.

         (b)      The Company  shall cause this  Agreement and all necessary UCC
financing  statements  (including  continuation  statements)  to be recorded and
filed in such  manner  and in such  places  as may be  required  by law to fully
preserve  and protect the  security of the Holders and the rights of the Trustee
and to perfect the security interest created by the Indenture.

         Section 8.4 Recording and Filing; Other Instruments.

         (a)      The  Company   covenants  that  it  will  cause   continuation
statements  to be filed as required  by law in order  fully to  preserve  and to
protect  the rights of the  Trustee or the Issuer in the  assignment  of certain
rights of the Issuer under this Agreement and otherwise under the Indenture.

         (b)      The  Company  and the Issuer  shall  execute  and  deliver all
instruments and shall furnish all  information and evidence deemed  necessary or
advisable in order to enable the Company to fulfill its  obligations as provided
in Section  8.4(a).  The Company shall file and re-file and record and re-record
or shall  cause to be filed  and  re-filed  and  recorded  and  re-recorded  all
instruments


                                       19

<PAGE>

required to be filed and re-filed and recorded or re-recorded and shall continue
or cause to be continued the liens of such instruments for so long as any of the
Bonds shall be Outstanding.

         Section 8.5 Exclusion from Gross Income for Federal Income Tax Purposes
of Interest on the Bonds. The Company covenants and agrees that it has not taken
and will not take or cause to be taken, and has not omitted and will not omit or
cause to be omitted,  any action which will result in interest paid on the Bonds
being  included in gross  income of the Holders of the Bonds for the purposes of
federal income taxation.

         The Company covenants and agrees that it will take or cause to be taken
all required  actions  necessary to preserve the exclusion from gross income for
federal income tax purposes of interest on the Bonds;  and the Issuer  covenants
and  agrees  that it will  take or cause to be taken  all  required  actions  to
preserve  the  exclusion  from gross  income for federal  income tax purposes of
interest on the Bonds.

         Section  8.6  Indemnity  Against  Claims.  The  Company  will  pay  and
discharge and will  indemnify and hold harmless the Issuer and the Trustee,  and
their respective  officers,  employees and agents, from any taxes,  assessments,
impositions  and other  charges in respect of the Project.  If any such claim is
asserted,  or any  such  lien  or  charge  upon  payments,  or any  such  taxes,
assessments,  impositions or other charges, are sought to be imposed, the Issuer
or the  Trustee,  as the case may be,  will give  prompt  written  notice to the
Company;  provided,  however,  that the failure to provide  such notice will not
relieve  the  Company of the  Company's  obligations  and  liability  under this
Section  8.6 and will not give rise to any claim  against  or  liability  of the
Issuer or the Trustee. The Company shall have the sole right and duty to assume,
and shall assume, the defense thereof,  with counsel acceptable to the person on
behalf of which the Company  undertakes a defense,  with full power to litigate,
compromise or settle the same in its sole discretion.

         Section 8.7 Issuer Fees and Expenses; Indemnification of the Issuer and
the Trustee.  The Company shall pay a one-time  issuance fee of $6,250.00 to the
Issuer prior to or contemporaneously  with the making of the loan hereunder.  In
addition,  the  Company  shall  pay,  within  10 days of  demand  therefor,  the
reasonable  fees and expenses of the Issuer related to the Project,  or incurred
by the Issuer in performing or enforcing the provisions of this Agreement or the
Indenture.

         (a)      The Issuer and its  members,  officers,  agents and  employees
(hereinafter,  the "Indemnified Persons") shall not be liable to the Company for
any reason.  The Company shall indemnify and hold the Issuer and the Indemnified
Persons harmless from any loss, expense (including  reasonable counsel fees), or
liability  of  any  nature  due  to  any  and  all  suits,  actions,   legal  or
administrative  proceedings,  or claims arising or resulting from, or in any way
connected with:

                  (i)      the  financing,  installation,   operation,  use,  or
                           maintenance of the Project,


                                       20

<PAGE>

                  (ii)     any act, failure to act, or  misrepresentation by any
                           person,  firm,  corporation or  governmental  agency,
                           including  the  Issuer,   in   connection   with  the
                           issuance, sale, remarketing or delivery of the Bonds,

                  (iii)    any act, failure to act, or  misrepresentation by the
                           Issuer in connection with this Agreement or any other
                           document involving the Issuer in this matter, or

                  (iv)     the  selection  and  appointment  of firms  providing
                           services to the Bond transaction.

If any  suit,  action  or  proceeding  is  brought  against  the  Issuer  or any
Indemnified  Person,  that action or proceeding  shall be defended by counsel to
the Issuer or the Company,  as the Issuer shall determine.  If the defense is by
counsel to the Issuer,  which is the Attorney General of the State, or which may
in some instances be private,  retained counsel, the Company shall indemnify the
Issuer and Indemnified Persons for the reasonable cost of that defense including
reasonable  counsel fees. If the Issuer determines that the Company shall defend
the Issuer or  Indemnified  Person,  the Company  shall  immediately  assume the
defense at its own cost.  The Company shall not be liable for any  settlement of
any   proceedings   made  without  its  consent  (which  consent  shall  not  be
unreasonably withheld).

         (b)      The Company shall also indemnify the Issuer for all reasonable
costs and expenses, including reasonable counsel fees, incurred in:

                  (i)      enforcing  any  obligation  of the Company under this
                           Agreement or any related agreement,

                  (ii)     taking any action requested by the Company,

                  (iii)    taking  action  required  by  this  Agreement  or any
                           related agreement, or

                  (iv)     taking any action considered  necessary by the Issuer
                           and  which is  authorized  by this  Agreement  or any
                           related agreement.

         (c)      The  obligations  of the  Company  under  this  Section  shall
survive any assignment or termination of this Agreement.

         (d)      The Company  shall not be obligated to indemnify the Issuer or
any  Indemnified  Person  under  subsection  (a),  if  a  court  with  competent
jurisdiction  finds that the  liability  in  question  was caused by the willful
misconduct  or  gross  negligence  of the  Issuer  or the  involved  Indemnified
Person(s),  unless  the court  determines  that,  despite  the  adjudication  of
liability but in


                                       21

<PAGE>

view of all  circumstances of the case, the Issuer or the Indemnified  Person(s)
is (are) fairly and reasonably  entitled to indemnity for the expenses which the
court considers proper.

         (e)      The Company  shall  indemnify  and hold the  Trustee  harmless
against  any  loss,  liability,  damages,  costs,  claims,  demands,  suits  and
expenses,  including  reasonable  attorneys' fees and settlement  costs incurred
without  breach of the  required  standard  of care set  forth in the  Indenture
arising out of or in  connection  with claims or actions taken under or pursuant
to the  Indenture  or  arising  from or in  connection  with the  Project or the
financing,  installation or use thereof,  or the acceptance or administration of
the Bond Documents or the trusts  thereunder or the  performanceof  duties under
the Bond  Documents,  including  the costs and  expenses  of  defense  including
counsel  selected by the Trustee  against any such claim or action or liability.
The  Company  agrees  not to assert  any claim or  institute  any action or suit
against the Trustee or its  employees  arising  from or in  connection  with any
investment  of funds made by the  Trustee in good faith as directed by a Company
Representative.  Notwithstanding anything to the contrary in this Agreement, the
Company  expressly  acknowledges and agrees that the obligations and liabilities
of the Company as set forth in this Section 8.7 shall survive the resignation or
removal of the Trustee.

         Section 8.8 Compliance with Laws. The Company agrees to comply with all
applicable zoning,  planning,  building,  environmental and other regulations of
the governmental  authorities  having  jurisdiction  over the Project during the
Company's operation of the Project.

         Section 8.9 Non-Arbitrage Covenant.

         (a)      The  Company  and the Issuer  covenant  that they will (i) not
take, or fail to take,  any action or make any investment or use of the proceeds
of the Bonds  that  would  cause the Bonds to be  "arbitrage  bonds"  within the
meaning of Section  148 of the Code and (ii)  comply  with the  requirements  of
Section 148 of the Code.

         (b)      In the event that all of the proceeds of the Bonds,  including
the investment  proceeds thereof,  are not expended by the date which is six (6)
months  following the Issue Date, or if for any other reason a rebate is payable
to the United  States  pursuant  to Section 148 of the Code,  the Company  shall
calculate,  or cause to be  calculated,  the Rebate  Amount  (as  defined in the
Indenture).  The Company agrees to pay the amount so  calculated,  together with
supporting documentation, to the Trustee so as to permit the Trustee to pay such
rebate to the United States at the times  required by the Code.  The amount paid
by the Company to the  Trustee  shall be  deposited  into the Rebate  Fund.  The
Company shall maintain or cause to be maintained  records of the  determinations
of the rebate, if any, pursuant to this Section 8.9(b) until six (6) years after
the  retirement  of the  Bonds.  This  Section  8.9(b)  shall  be  construed  in
accordance with Section 148(f) of the Code, including,  without limitation,  any
applicable tax regulations promulgated under the Code. Nothing contained in this
Agreement or in the Indenture  shall be  interpreted or construed to require the
Issuer  to  pay  any  applicable   rebate,   such  obligation   being  the  sole
responsibility  of the  Company.  The  Company  shall  pay all  fees,  costs and
expenses  associated  with  calculation  of the Rebate Amount (as defined in the
Indenture)  and upon request  from the Issuer  provide the Issuer with a copy of
such calculation.


                                       22

<PAGE>

         Section 8.10 Notice of Determination of Taxability.  Promptly after the
Company first becomes aware of any  Determination of Taxability or an event that
could  trigger a  Determination  of  Taxability,  the Company shall give written
notice thereof to the Issuer, the Remarketing Agent and the Trustee.

         Section 8.11 No Purchase of Bonds by Company or Issuer. During the time
a  Credit  Facility  is in  effect  neither  the  Company,  the  Issuer  nor any
affiliates of any of them shall  purchase any of the Bonds from the  Remarketing
Agent  except  under the  circumstances  under which the  Remarketing  Agent may
remarket Bonds to the Company or the Issuer as provided in Section 2.7(d) of the
Indenture.

         Section 8.12  Maintenance of Corporate  Existence.  So long as a Credit
Facility is in effect the Company  agrees that it will  maintain  its  corporate
existence, will not dissolve or otherwise dispose of all or substantially all of
its assets and will not  consolidate  with or merge into another  corporation or
permit  one or more other  corporations  to  consolidate  with or merge into it,
except either with the consent of the Credit Issuer or as provided in the Credit
Agreement;  if a Credit  Facility is not in effect,  the Company  agrees that it
will continue to be a  corporation  either  organized  under the laws of or duly
qualified to do business as a foreign  corporation  in the State,  will maintain
its  corporate  existence,  will not  dissolve  or  otherwise  dispose of all or
substantially  all of its  assets  and will not  consolidate  with or merge into
another  corporation or permit one or more  corporations to consolidate  with or
merge into it; provided,  that the Company may, without violating the foregoing,
consolidate  with or merge  into  another  corporation,  or  permit  one or more
corporations  to  consolidate  with  or  merge  into  it,  or  transfer  all  or
substantially  all of its assets to another  such  corporation  (and  thereafter
dissolve or not dissolve, as the Company may elect) if the corporation surviving
such merger or resulting from such  consolidation,  or the  corporation to which
all or substantially  all of the assets of the Company are  transferred,  as the
case may be:

                  (i)      is a  corporation  organized  under  the  laws of the
         United States of America, or any state,  district or territory thereof,
         and qualified to do business in the State;

                  (ii)     shall   expressly  in  writing   assume  all  of  the
         obligations of the Company contained in this Agreement;

                  (iii)    has a  consolidated  tangible net worth (after giving
         effect to such consolidation,  merger or transfer) of not less than the
         consolidated  tangible  net worth of the Company  and its  consolidated
         subsidiaries  immediately  prior  to  such  consolidation,   merger  or
         transfer; and

                  (iv)     provided that no Event of Default has occurred and is
         continuing hereunder.

The term "consolidated  tangible net worth," as used in this Section, shall mean
the  difference  obtained by subtracting  total  consolidated  liabilities  (not
including as a liability  any capital or surplus  item) from total  consolidated
tangible assets of the Company and all of its consolidated


                                       23

<PAGE>

subsidiaries,   computed  in  accordance  with  generally  accepted   accounting
principles.  Prior to any such  consolidation,  merger or  transfer  the Trustee
shall be furnished a certificate from the chief financial officer of the Company
or  his/her  deputy  stating  that in the  opinion of such  officer  none of the
covenants in this Agreement will be violated as a result of said  consolidation,
merger or transfer.

         Section 8.13 Company  Approval of  Indenture.  The Company  understands
that the Issuer will,  pursuant to the Indenture and as security for the payment
of the principal of, premium,  if any, and the interest on the Bonds, assign and
pledge to the Trustee, and create a security interest in favor of the Trustee in
certain of its rights,  title and interest in and to this  Agreement  (including
all payments hereunder) reserving, however, the Reserved Rights; and the Company
hereby  agrees  and  consents  to  such  assignment  and  pledge.   The  Company
acknowledges  that it has received a copy of the Indenture  for its  examination
and review. By its execution of this Agreement, the Company acknowledges that it
has approved, has agreed to and is bound by the provisions of the Indenture. The
Company agrees that the Trustee shall be entitled to enforce and to benefit from
the terms and conditions of this Agreement that relate to it notwithstanding the
fact that it is not a signatory hereto.

         Section 8.14 Duties and Obligations.  The Company  covenants and agrees
that it will fully and faithfully  perform all the duties and  obligations  that
the Issuer has  covenanted  and agreed in the  Indenture to cause the Company to
perform  and any duties and  obligations  that the  Company is  required  in the
Indenture to perform.  The foregoing  shall not apply to any duty or undertaking
of the Issuer that by its nature cannot be delegated or assigned.

         Section  8.15 Notice of Certain  Acquisitions  of Control.  The Company
hereby  covenants  to  provide  or cause to be  provided  written  notice to the
Trustee,  the  Remarketing  Agent,  and the Holders  thirty  days  prior,  where
reasonable,  and not more than thirty days subsequent to the consummation of any
transaction that would result in the Company  controlling or being controlled by
the  Credit  Issuer.  The  Company  acknowledges  that  the  foregoing  sentence
supersedes any exemptions from the continuing disclosure requirement pursuant to
Rule 15c2-12(b)(5) of the Securities Exchange Act of 1934.

                                   ARTICLE IX
                           ASSIGNMENT, LEASE AND SALE

         Section 9.1  Restrictions  on Transfer of Issuer's  Rights.  The Issuer
agrees that, except for the assignment of its rights under this Agreement to the
Trustee pursuant to the Indenture, it will not during the term of this Agreement
sell,  assign,  transfer or convey its  interests  in this  Agreement  except as
provided in Section 9.2.

         Section 9.2  Assignment  by the Issuer.  It is  understood,  agreed and
acknowledged  that the Issuer,  as security for payment of the  principal of and
premium,  if any, and interest on the Bonds, will assign to the Trustee pursuant
to the Indenture, among other things, certain of its rights, title and interests
in and to this Agreement (reserving its rights, however, pursuant to sections of
this


                                       24

<PAGE>

Agreement  providing that notices,  reports and other statements be given to the
Issuer and that  consents be  obtained  from the Issuer and also  reserving  its
rights to reimbursement  and payment of costs and expenses under Sections 5.2(b)
and  (c),   its  right  of  access   under   Section  8.1,  and  its  rights  to
indemnification and non-liability under Sections 8.6, 8.7, 12.6 and 12.7, all of
this  Agreement).  The Company  consents to such  assignment and agrees that the
Trustee shall be entitled to enforce this Agreement directly against the Company
as a third party beneficiary hereof.

         Section 9.3  Assignment of Agreement by the Company or Lease or Sale of
Project.  With the prior  written  consent of the  Issuer,  the  Trustee and the
Credit  Issuer,  if  any,  (a)  all or a  portion  of  the  rights,  duties  and
obligations  of the Company under this  Agreement may be assigned by the Company
and (b) the Project may be leased or sold as a whole or in part by the  Company.
Upon the assignment of all of the Company's rights, duties and obligations under
this  Agreement or the lease or sale of the Project as a whole,  the Trustee may
execute  a  release  of the  Company  from  its  obligations  hereunder  and all
references to the "Company" in this Agreement, the Indenture and the Bonds shall
mean the assignee, lessee or purchaser if (i) such assignee, lessee or purchaser
assumes the Company's  obligations hereunder in writing, (ii) the release of the
Company from its  obligations  hereunder will not cause interest on the Bonds to
be includable in the gross income of the Holders thereof for purposes of federal
income taxation, and (iii) the Credit Issuer consents in writing to such release
(or, if no Credit Facility is in effect at the time of such assignment, lease or
sale, the Holders of a majority in aggregate  principal amount of the Bonds then
Outstanding consent in writing to such release). Prior to any assignment,  lease
or sale pursuant to this Section,  the Company shall have caused to be delivered
to the Issuer,  the Trustee  and the Credit  Issuer,  if any, an opinion of Bond
Counsel,  satisfactory in form and substance to each of them, to the effect that
such  assignment,  lease or sale (and  release,  if  applicable)  will not cause
interest  on the  Bonds to be  includable  in the gross  income  of the  Holders
thereof for purposes of federal income taxation.

         Section 9.4  Assumption  of  Agreement  by  Purchaser  of Project  Upon
Foreclosure.

         With the prior  written  consent  of the Issuer  and the  Trustee,  any
Person who  purchases  the Project  upon  foreclosure  by the Credit  Issuer may
assume the Company's rights,  duties and obligations  hereunder by delivering to
the Issuer and the Trustee, (a) a written assumption of such rights,  duties and
obligations  satisfactory  in form and  substance to the Issuer and the Trustee,
and (b) an opinion of Bond  Counsel,  satisfactory  in form and substance to the
Issuer  and the  Trustee,  to the  effect  that such  assumption  will not cause
interest  on the  Bonds to be  includable  in the gross  income  of the  Holders
thereof for purposes of federal income taxation. From and after the date of such
assumption,  the Company shall be deemed to be released from its rights,  duties
and obligations hereunder and all references to the "Company" in this Agreement,
the Indenture and the Bonds shall mean the Person who purchased the Project upon
foreclosure.



                                       25

<PAGE>

                                    ARTICLE X
                         EVENTS OF DEFAULT AND REMEDIES

         Section  10.1  Events of Default  Defined.  The term "Event of Default"
shall mean any one or more of the following events:

         (a)      Failure by the  Company to make any  payments  required  to be
paid  pursuant  to  Section  5.2(a)  or to pay the  Purchase  Price  of Bonds as
required pursuant to Section 5.2(d) herein;

         (b)      The occurrence of an Event of Default under the Indenture;

         (c)      Any representation by or on behalf of the Company contained in
this Agreement or in any instrument furnished in compliance with or in reference
to this  Agreement or the  Indenture  proves false or misleading in any material
respect as of the date of the making or furnishing thereof;

         (d)      Failure by the  Company to observe or perform any of its other
covenants,  conditions, payments or agreements under this Agreement for a period
of 30 days after written notice,  specifying such failure and requesting that it
be remedied, is given to the Company by the Issuer or the Trustee;

         (e)      The Company shall (i) apply for or consent to the  appointment
of,  or  the  taking  of  possession  by,  a  receiver,   custodian,   assignee,
sequestrator,  trustee,  liquidator or similar official of the Company or of all
or a substantial part of its property,  (ii) admit in writing its inability,  or
be generally  unable,  to pay its debts as such debts  become due,  (iii) make a
general  assignment for the benefit of its creditors,  (iv) commence a voluntary
case under the  Bankruptcy  Code (as now or  hereafter  in  effect),  (v) file a
petition seeking to take advantage of any other federal or state law relating to
bankruptcy, insolvency,  reorganization,  arrangement, winding-up or composition
or  adjustment  of debts,  (vi) fail to  controvert  in a timely or  appropriate
manner, or acquiesce in writing to, any petition filed against the Company in an
involuntary  case under the Bankruptcy  Code, or (vii) take any corporate action
for the purpose of effecting any of the foregoing; or

         (f)      A  proceeding  or  case  shall  be   commenced,   without  the
application or consent of the Company,  in any court of competent  jurisdiction,
seeking  (i)  the   liquidation,   reorganization,   arrangement,   dissolution,
winding-up  or  composition  or  adjustment  of debts of the  Company,  (ii) the
appointment  of  a  trustee,  receiver,   custodian,   assignee,   sequestrator,
liquidator or similar  official of the Company or of all or any substantial part
of its assets,  or (iii) similar  relief in respect of the Company under any law
relating to bankruptcy, insolvency,  reorganization,  arrangement, winding-up or
composition  or adjustment of debts and such  proceeding or case shall  continue
undismissed,  or an order,  judgment or decree  approving or ordering any of the
foregoing shall be entered and continue unstayed and in effect,  for a period of
90 days from the  commencement  of such  proceeding  or case or the date of such
order,  judgment or decree,  or an order for relief against the Company shall be
entered in an involuntary case under the Bankruptcy Code.



                                       26
<PAGE>

         Section 10.2  Remedies on Default.  Upon the  occurrence of an Event of
Default under this Agreement,  the Trustee,  as assignee of the Issuer, but only
if acceleration of the principal amount of the Bonds has been declared  pursuant
to Section  6.2 of the  Indenture,  shall take any one or more of the  following
remedial steps:

         (a)      By written notice declare all payments  hereunder  immediately
due and payable,  whereupon  the same shall become  immediately  due and payable
without  presentment,  demand,  protest or any other notice  whatsoever,  all of
which are hereby expressly waived by the Company.

         (b)      Take  whatever  other  action at law or in equity  may  appear
necessary or desirable to collect the amounts  payable  pursuant hereto then due
and thereafter to become due or to enforce the performance and observance of any
obligation, agreement or covenant of the Company under this Agreement, including
the making of any drawing under the Credit  Facility.  In the enforcement of the
remedies provided in this Section 10.2, the Issuer and the Trustee may treat all
reasonable  expenses  of  enforcement,  including,  without  limitation,  legal,
accounting and advertising fees and expenses,  as additional  amounts payable by
the Company then due and owing.

         Section  10.3   Application  of  Amounts  Realized  in  Enforcement  of
Remedies.  Any amounts  collected  pursuant to action  taken under  Section 10.2
shall be paid to the Trustee and applied in  accordance  with Section 6.7 of the
Indenture.

         Section 10.4 No Remedy  Exclusive.  No remedy herein  conferred upon or
reserved to the Issuer is intended to be exclusive of any other available remedy
or remedies,  but each and every such remedy shall be cumulative and shall be in
addition to every other  remedy  given under this  Agreement or now or hereafter
existing at law or in equity or by statute. No delay or omission to exercise any
right or power  accruing  upon an Event of Default  under this  Agreement  shall
impair any such right or power or shall be construed to be a waiver thereof, but
any such right and power may be exercised  from time to time and as often as may
be deemed expedient.

         Section 10.5  Agreement to Pay Attorneys'  Fees and Expenses.  Upon the
occurrence  of an Event of Default  under this  Agreement,  if the Issuer or the
Trustee employs attorneys or incurs other expenses for the collection of amounts
payable hereunder or for the enforcement of the performance or observance of any
covenants or agreements on the part of the Company herein contained,  whether or
not suit is commenced, the Company agrees that it will on demand therefor pay to
the Issuer or the Trustee or any  combination  thereof,  as the case may be, the
reasonable fees of such attorneys and such other reasonable expenses so incurred
by the Issuer or the Trustee.

         Section  10.6 Issuer and Company to Give Notice of Default.  The Issuer
and the  Company  severally  covenant  that they  will,  at the  expense  of the
Company,  promptly give to the Trustee,  the Remarketing Agent, the Paying Agent
and the Credit Issuer, and to each other, written notice of any Event of Default
under  this  Agreement  of which they shall  have  actual  knowledge  or written
notice, but the Issuer shall not be liable for failing to give such notice.


                                       27

<PAGE>

                                   ARTICLE XI
                         PREPAYMENTS; PURCHASE OF BONDS

         Section 11.1 Optional Prepayments.

         (a)      The Company shall have, and is hereby  granted,  the option to
prepay the unpaid principal  amount  hereunder in whole,  together with interest
thereon  to the date of  redemption  of the  Bonds,  at any time by  taking,  or
causing  the Issuer to take,  the  actions  required  by the  Indenture  for the
redemption  of all Bonds then  outstanding,  upon the  occurrence  of any of the
events set forth in Section 2.18(b) of the Indenture.

         (b)      The Company shall have, and is hereby  granted,  the option to
prepay  all or any  portion  of the  unpaid  balance  hereunder,  together  with
interest  thereon to the date of redemption of the Bonds, at any time by taking,
or causing the Issuer to take,  the actions  required  by the  Indenture  (i) to
discharge the lien thereof through the  redemption,  or provision for payment of
redemption of all Bonds then  outstanding or (ii) to effect the  redemption,  or
provision for payment or  redemption,  of less than all Bonds then  outstanding,
pursuant to Section 2.18(a) of the Indenture.

         (c)      To make a  prepayment  pursuant  to  this  Section  11.1,  the
Company shall give written  notice to the Issuer,  the Trustee and the Registrar
which shall specify therein (i) the date of the intended prepayment, which shall
not be less than 45 days from the date any  Bonds are to be  redeemed  from such
prepayment, and (ii) the principal amount to be prepaid and the date or dates on
which the prepayment is to occur. All such prepayments shall be in the amount of
the unpaid amount hereunder if made pursuant to Section 11.1(a) or in the amount
of an  Authorized  Denomination  if made  pursuant  to Section  11.1(b)  and the
Company shall furnish  additional funds, if necessary,  to make such prepayments
in such amounts. In addition, the Company shall make such additional payments as
shall be necessary to pay any redemption premium on the Bonds in connection with
such redemption.

         Section 11.2 Mandatory  Prepayment Upon a Determination  of Taxability.
In the event of a Determination of Taxability,  the Company shall forthwith, and
in any event within 45 days of any such  Determination  of  Taxability,  pay the
entire unpaid principal  balance  hereunder plus accrued interest thereon to the
date of payment,  provided,  that,  if the  Company  delivers to the Trustee the
opinion of Bond Counsel  described in Section  2.18(c) of the  Indenture,  which
opinion  states that  interest on the Bonds will not be  includable in the gross
income of the owners  thereof if less than all of the Bonds are  redeemed,  then
the Company shall prepay the unpaid balance hereunder in the amount necessary to
redeem the amount of Bonds stated in such opinion.

         The Company  hereby agrees to give prompt  written notice to the Issuer
and the Trustee of (a) the occurrence of an event that gives or may give rise to
a  Determination  of Taxability or (b) its receipt of any oral or written advice
from the Internal  Revenue  Service that an event giving rise to a Determination
of Taxability shall have occurred.


                                       28

<PAGE>

         Section 11.3  Optional  Purchase of Bonds.  Subject to the terms of the
Indenture  regarding the use of Eligible Funds, the Company may at any time, and
from time to time,  furnish  moneys to the  Remarketing  Agent  accompanied by a
notice  directing  such moneys to be applied to the purchase of Bonds  delivered
for purchase  pursuant to the terms  thereof,  which Bonds shall be delivered to
the Trustee for  cancellation  in accordance  with Section 2.8 of the Indenture.
The Company shall deliver to the Credit Issuer a copy of any such notice.

         Section 11.4 Relative Priorities.  The obligations of the Company under
Section 11.2 shall be and remain superior to the rights, obligations and options
of the Company under Section 11.1.

         Section 11.5  Prepayment to Include Fees and Expenses.  Any  prepayment
under this Article shall also include any expenses of prepayment, as well as all
expenses and costs provided for herein.

         Section 11.6      Purchase of Bonds.

         (a)      In  consideration  of the issuance of the Bonds by the Issuer,
but for the benefit of the  Holders,  the  Company  has agreed,  and does hereby
covenant,  to cause the necessary  arrangements  to be made and to be thereafter
continued whereby the Holders from time to time may deliver,  or may be required
to deliver Bonds for purchase and whereby such Bonds shall be so  purchased.  In
furtherance of the foregoing covenant of the Company, the Issuer, at the request
of the Company,  has set forth in the Bonds the terms and conditions relating to
the delivery of Bonds by the Holders thereof for purchase,  has set forth in the
Indenture the duties and  responsibilities of the Remarketing Agent with respect
to the  purchase  and  remarketing  of Bonds and has  therein  provided  for the
appointment of the Remarketing  Agent. The Company hereby authorizes and directs
the Remarketing  Agent to purchase,  offer, sell and deliver Bonds in accordance
with the provisions of the Indenture.

         Without  limiting  the  generality  of the  foregoing  covenant  of the
Company,  and in consideration of the Issuer's having set forth in the Bonds and
the Indenture the aforesaid provisions,  the Company covenants,  for the benefit
of the Holders,  to provide for  arrangements  to pay, or cause to be paid, such
amounts as shall be  necessary  to effect the payment of the  Purchase  Price of
Bonds  delivered  for  purchase,  all  as  more  particularly  described  in the
Indenture.

         (b)      Notwithstanding   the  provisions  of  Section  11.6(a),   the
obligations of the Company under Section 11.6(a) with respect to the purchase of
Bonds shall be  terminated  on the date the Bonds begin to bear  interest at the
Fixed Rate in accordance with the Indenture.

         (c)      In furtherance of the obligations of the Company under Section
11.6(a), the Company shall provide for the payment of its obligations under such
Section 11.6(a) by the delivery of the Original  Credit Facility  simultaneously
with the original  delivery of the Bonds. In order to implement such undertaking
of the Company,  the Issuer,  at the direction of the Company,  has set forth in
the Indenture  the terms and  conditions  relating to drawings  under the Credit
Facility  to provide  moneys  for the  purchase  of Bonds.  The  Company  hereby
authorizes and directs the Trustee


                                       29

<PAGE>

to draw moneys under the Credit  Facility in accordance  with the  provisions of
the Indenture to the extent  necessary to provide  moneys  payable under Section
2.7 of the Indenture if and when due.

         (d)      The  Issuer  shall  have  no  obligation  or   responsibility,
financial or  otherwise,  with respect to the purchase of Bonds or the making or
continuation  of  arrangements  therefor  other than as  expressly  set forth in
Section  11.6(a),  except that the Issuer  shall  generally  cooperate  with the
Company  and  the  Remarketing  Agent  as  contemplated  in  Section  2.7 of the
Indenture.

                                   ARTICLE XII
                                  MISCELLANEOUS

         Section 12.1 Amounts  Remaining in Funds.  Subject to the provisions of
Article V of the Indenture and as provided in Article IV of the Indenture, it is
agreed by the parties  hereto that amounts  remaining in the Bond Fund,  Project
Fund or Bond  Purchase  Fund upon  expiration  or  earlier  termination  of this
Agreement, as provided in this Agreement, after payment in full of the Bonds (or
provision for payment thereof having been made in accordance with the provisions
of the Indenture) and all other amounts owing under the Indenture, shall be paid
to the Credit Issuer (if a Credit  Facility is in effect and there is any amount
then owing by the Company to the Credit  Issuer) and  otherwise  shall belong to
and be paid to the Company by the Trustee.

         Section  12.2 No Implied  Waiver.  In the event any  provision  of this
Agreement should be breached by either party and thereafter  waived by the other
party, such waiver shall be limited to the particular breach so waived and shall
not be deemed to waive any other breach thereunder or hereunder.

         Section 12.3 Issuer  Representative.  Whenever  under the provisions of
this  Agreement the approval of the Issuer is required or the Issuer is required
to take some action at the request of the Company,  such approval  shall be made
or such action shall be taken by the Issuer Representative;  and the Company and
the Trustee shall be authorized to rely on any such approval or action.

         Section 12.4 Company  Representative.  Whenever under the provisions of
this  Agreement  the  approval  of the  Company is  required  or the  Company is
required to take some action at the request of the Issuer,  such approval  shall
be made or such  action  shall be taken by the Company  Representative;  and the
Issuer,  the  Remarketing  Agent,  the  Paying  Agent and the  Trustee  shall be
authorized to rely on any such approval or action.

         Section 12.5  Notices.  Notice under this  Agreement  shall be given in
accordance with Section 9.4 of the Indenture.

         Section 12.6 Issuer, Members,  Directors,  Officers,  Agents, Attorneys
and Employees of Issuer Not Liable.  To the extent permitted by law, no recourse
shall be had for the enforcement of any obligation,  promise or agreement of the
Issuer  contained herein or in the other Bond Documents to which the Issuer is a
party or for any claim based hereon or thereon or otherwise in respect hereof


                                       30

<PAGE>

or thereof against the Issuer, any member, director, officer, agent, attorney or
employee,  as such, in his/her individual capacity,  past, present or future, of
the Issuer or of any successor entity,  either directly or through the Issuer or
any successor entity, whether by virtue of any constitutional provision, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise.
No personal liability whatsoever shall attach to, or be incurred by, any member,
director,  officer,  agent, attorney or employee, as such, in his/her individual
capacity,  past,  present or future,  of the Issuer or of any successor  entity,
either  directly  or through  the Issuer or any  successor  entity,  under or by
reason of any of the  obligations,  promises or agreements  entered into between
the Issuer and the Company,  whether herein contained or to be implied here from
as being  supplemental  hereto;  and all personal  liability  of that  character
against every such member, director, officer, agent, attorney or employee is, by
the  execution  of this  Agreement  and as a  condition  of,  and as part of the
consideration  for,  the  execution  of this  Agreement,  expressly  waived  and
released.

         Notwithstanding any other provision of this Agreement, the Issuer shall
not be liable to the Company or the Trustee or any other  person for any failure
of the  Issuer to take  action  under  this  Agreement  unless the Issuer (a) is
requested  in  writing  by an  appropriate  person to take such  action,  (b) is
assured of payment of, or  reimbursement  for, any  reasonable  expenses in such
action,  and (c) is  afforded,  under the existing  circumstances,  a reasonable
period to take such action.  In acting under this  Agreement,  or in  refraining
from acting under this Agreement, the Issuer may conclusively rely on the advice
of its counsel.

         Section 12.7 No Liability of Issuer; No Charge Against Issuer's Credit.
Any  obligation  of the Issuer  created by,  arising out of, or entered  into in
contemplation of this Agreement, including the Bonds, shall not impose a debt or
pecuniary  liability  upon the Issuer,  the State or any  political  subdivision
thereof or  constitute a charge upon the general  credit or taxing powers of any
of the foregoing.  The Issuer has no taxing power.  Any such obligation shall be
payable  solely out of the revenues and any other moneys  derived  hereunder and
under  the  Indenture  and the  Credit  Facility,  except  (as  provided  in the
Indenture  and in this  Agreement)  to the extent it shall be paid out of moneys
attributable  to the  proceeds  of the Bonds or the  income  from the  temporary
investment thereof.

         The principal of,  premium,  if any, and interest on the Bonds shall be
payable  solely from the funds pledged for their payment in accordance  with the
Indenture and from payments made pursuant to the Credit Facility.

         Section 12.8 If  Performance  Date Not a Business Day. If the last date
for  performance of any act or the exercising of any right,  as provided in this
Agreement,  shall  not be a  Business  Day,  such  payment  may be  made  or act
performed or right exercised on the next succeeding Business Day.

         Section 12.9 Binding Effect.  This Agreement shall inure to the benefit
of and shall be binding  upon the  Issuer,  the  Company,  and their  respective
successors and assigns. No assignment


                                       31

<PAGE>

of this  Agreement by the Company shall  relieve the Company of its  obligations
hereunder, except in accordance with Sections 9.3 and 9.4.

         Section  12.10  Severability.  In  the  event  any  provision  of  this
Agreement  shall be held  invalid  or  unenforceable  by any court of  competent
jurisdiction,  such holding  shall not  invalidate or render  unenforceable  any
other provision hereof.

         Section 12.11 Amendments, Changes and Modifications.  Subsequent to the
issuance of the Bonds and prior to payment of the Bonds,  this Agreement may not
be  effectively  amended,  changed,  modified,  altered or terminated  except in
accordance with the Indenture.

         Section 12.12 Execution in Counterparts. This Agreement may be executed
in several counterparts, each of which, taken together, shall be an original and
all of which shall constitute but one and the same instrument.

         Section 12.13  Applicable  Law. This Agreement shall be governed by and
construed in accordance with the laws of the State.

             The remainder of this page is left blank intentionally.













                                       32

<PAGE>

         IN WITNESS  WHEREOF,  the  Issuer  and the  Company  have  caused  this
Agreement to be executed in their  respective  legal  names,  all as of the date
first above written.


                                           MICHIGAN STRATEGIC FUND


                                           By: /s/ Gordon B. Alexander
                                               ---------------------------------
                                                 Gordon B. Alexander
                                           Its:  Authorized Officer


                                           OPEN PLAN SYSTEMS, INC.


                                           By: /s/ William F. Crabtree
                                               ---------------------------------
                                                  William F. Crabtree
                                           Its:   Vice President & CFO













                                       33

<PAGE>

                                    EXHIBIT A
                                    ---------

                           DESCRIPTION OF THE PROJECT


         The Project  consists of the acquisition of an  approximately  5.4-acre
parcel of vacant land in the Charter Township of Delta, Eaton County,  Michigan,
the construction  thereon of an approximately  70,000 square foot  manufacturing
facility and related land improvements,  and the acquisition and installation of
machinery and equipment in such facility.



















                                       A-1

<PAGE>

                                    EXHIBIT B
                                    ---------

                           REQUISITION AND CERTIFICATE

$__________________                                            No. _____________
                              ______________, 2000



First-Citizens Bank & Trust Company
100 East Tryon Road
Mail Drop DAC61
Raleigh, North Carolina 27603
Attention:  Corporate Trust Division

Ladies and Gentlemen:

         On  behalf  of Open  Plan  Systems,  Inc.  (the  "Company"),  I  hereby
requisition from the funds representing the proceeds of the sale of the Variable
Rate Demand Limited Obligation  Revenue Bonds (Open Plan Systems,  Inc. Project)
Series 2000,  issued by the Michigan  Strategic Fund (the  "Issuer"),  and dated
June  ___,  2000 (the  "Bonds"),  which  funds  are held by you in the  Michigan
Strategic Fund Variable Rate Demand Limited  Obligation Revenue Bonds (Open Plan
Systems,  Inc.  Project),  Series  2000  Project  Fund in  accordance  with  the
Indenture of Trust, dated as of June 1, 2000 (the "Indenture"),  from the Issuer
to you  the  sum of  $_________________  to be paid  to the  person  or  persons
indicated below:

              (1)      $__________________ for _________________________________
              __________________________________________________________________
              _____________________ payable to ____________________________, and

              (2)      $__________________ for _________________________________
              __________________________________________________________________
              __________________ payable to _________________________________.

         I hereby  certify  that (a) the  obligation  to make such  payment  was
incurred by the Issuer or the Company in  connection  with the  Acquisition  (as
defined in the Loan  Agreement,  of even date with the  Indenture,  between  the
Issuer and the Company, hereinafter referred to as the "Agreement")




                                       B-1

<PAGE>

of the Project  (referred to in the  Agreement),  is a proper charge against the
Costs of the Project (as defined in the  Agreement),  and has not been the basis
for any prior  requisition  which has been paid; (b) neither the Company nor, to
the best of the Company's  knowledge,  the Issuer has received written notice of
any lien, right to lien or attachment upon, or claim affecting the right of such
payee to receive payment of, any of the money payable under this  requisition to
any of the persons,  firms or corporations named herein, or if any notice of any
such lien,  attachment or claim has been received such lien, attachment or claim
has been released or  discharged or will be released or discharged  upon payment
of this requisition; (c) this requisition contains no items representing payment
on  account  of any  retained  percentages  which the  Issuer or the  Company is
entitled to retain at this date;  (d) the payment of this  requisition  will not
result in less than substantially all (95% or more) of the proceeds of the Bonds
to be expended under this  requisition and under all prior  requisitions  having
been used for the acquisition and installation of real property or property of a
character  subject to the allowance for depreciation  under the Internal Revenue
Code of 1986,  as  amended;  and (e) no "Event of  Default"  (as  defined in the
Agreement),  or  event  which  after  notice  or  lapse  of time  or both  would
constitute such an "Event of Default" has occurred and not been waived.

         The following  paragraph is to be completed  when any  requisition  and
certificate includes any item for payment for labor or to contractors,  builders
or materialmen.

         I hereby  certify  that  insofar  as the  amount  covered  by the above
requisition  includes payments to be made for labor or to contractors,  builders
or  materialmen,  including  materials  or  supplies,  in  connection  with  the
Acquisition of the Project,  (i) all  obligations to make such payment have been
properly  incurred,  (ii) any such  labor was  actually  performed  and any such
materials  or supplies  were  actually  furnished  or  installed in or about the
Project and are a proper charge against the Costs of the Project, and (iii) such
materials  or supplies  either are not subject to any lien or security  interest
or, if the same are so subject,  such lien or security interest will be released
or discharged upon payment of this requisition.


                                            ____________________________________
                                            Company Representative

Approved:
WACHOVIA BANK, N.A., as Credit Issuer


By:      ______________________________
Name:    ______________________________
Title:   ______________________________




                                       B-2