CREDIT FACILITIES AGREEMENT

                                      AMONG

                     DEUTSCHE FINANCIAL SERVICES CORPORATION

                             AS ADMINISTRATIVE AGENT

                       FIRSTAR BANK, NATIONAL ASSOCIATION

                                   AS CO-AGENT

                                       AND

                     DEUTSCHE FINANCIAL SERVICES CORPORATION
                     AND FIRSTAR BANK, NATIONAL ASSOCIATION

                                       AND

        THE OTHER LENDERS LISTED ON EXHIBIT 3 AND SIGNATURE PAGES HERETO

                                   AS LENDERS


                                       AND

                        POMEROY COMPUTER RESOURCES, INC.,
                   POMEROY SELECT INTEGRATION SOLUTIONS, INC.,
                     POMEROY SELECT ADVISORY SERVICES, INC.,
                 POMEROY COMPUTER RESOURCES SALES COMPANY, INC.,
                POMEROY COMPUTER RESOURCES HOLDING COMPANY, INC.,
                   POMEROY COMPUTER RESOURCES OPERATIONS, LLP,
                TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.,
                        T.I.F.S. ADVISORY SERVICES, INC.,
                                THELINC, LLC AND
                         VAL TECH COMPUTER SYSTEMS, INC.

                            JOINTLY AND SEVERALLY AS

                                    BORROWER

                                  JUNE 28, 2001


<PAGE>
                           CREDIT FACILITIES AGREEMENT



     In  consideration  of  the  mutual  agreements  herein and other sufficient
consideration,  the  receipt  of  which is hereby acknowledged, Pomeroy Computer
Resources,  Inc.,  Pomeroy  Select  Integration  Solutions, Inc., Pomeroy Select
Advisory Services, Inc., Pomeroy Computer Resources Sales Company, Inc., Pomeroy
Computer Resources Holding Company, Inc., Pomeroy Computer Resources Operations,
LLP,  Technology  Integration  Financial  Services,  Inc.,  T.I.F.S.  Advisory
Services,  Inc.,  TheLinc, LLC and Val Tech Computer Systems, Inc. (collectively
and  separately  referred  to  as,  "Borrower"), and Deutsche Financial Services
Corporation  ("DFS"),  as  Administrative  Agent,  and DFS and the other lenders
listed  on Exhibit 3 of this Agreement and the signature pages hereto (and their
respective  successors  and  permitted assigns), as "Lenders", agree as follows:

1.   EFFECTIVE  DATE.  This  Agreement  is  effective  June 28, 2001.

2.   DEFINITIONS;  RULES  OF  CONSTRUCTION.

     2.1.  LISTED  DEFINITIONS.  Capitalized  words  defined in the Glossary and
     Index  of  Defined  Terms  attached  hereto  as Exhibit 2.1 shall have such
     defined  meanings  wherever  used  in  this  Agreement  and  the other Loan
     Documents.

     2.2.  OTHER  DEFINITIONS.  If  a  capitalized word in this Agreement is not
     defined  in  the  Glossary  and  Index of Defined Terms, it shall have such
     meaning  as  defined  elsewhere herein, or if not defined elsewhere herein,
     the  meaning  defined  in  the  UCC.

     2.3.  REFERENCES TO BORROWER. The words "a Borrower", "any Borrower", "each
     Borrower" and "every Borrower" refer to each of Pomeroy Computer Resources,
     Inc.,  Pomeroy  Select Integration Solutions, Inc., Pomeroy Select Advisory
     Services,  Inc.,  Pomeroy  Computer  Resources Sales Company, Inc., Pomeroy
     Computer  Resources  Holding  Company,  Inc.,  Pomeroy  Computer  Resources
     Operations,  LLP, Technology Integration Financial Services, Inc., T.I.F.S.
     Advisory  Services,  Inc., TheLinc, LLC and Val Tech Computer Systems, Inc.
     both  separately and collectively, as though each such entity were actually
     listed,  and  their  Obligations  and  liabilities  (including,  without
     limitation,  the  Loan  Obligations) under the Loan Documents are joint and
     several  in  all  respects.

     2.4.  REFERENCES  TO COVERED PERSON. The words "Covered Person", "a Covered
     Person",  "any  Covered  Person",  "each Covered Person" and "every Covered
     Person" refer to Borrower and each of their now existing or later acquired,
     created  or  organized Subsidiaries separately. The words "Covered Persons"
     refers  to  Borrower  and  their now existing or later acquired, created or
     organized  Subsidiaries  collectively.  Notwithstanding  the  foregoing,
     AcquiTec,  Ltd.  shall  not  be  deemed  to  be  a  Covered  Person.

     2.5. REFERENCES TO REQUIRED LENDERS. The words "Required Lenders" means any
     one  or more Lenders whose shares of Lenders' Exposure at the relevant time
     aggregate  at  least  66.6667%  (subject  to  the  terms  of  Section 7.6).

     2.6.  ACCOUNTING  TERMS.  Unless the context otherwise requires, accounting
     terms  herein  that  are not defined herein shall be determined under GAAP.
     All financial measurements contemplated hereunder respecting Borrower shall
     be  made and calculated for Borrower and all of their now existing or later
     acquired,  created or organized Subsidiaries, if any, on a consolidated and
     consolidating  basis  in  accordance  with  GAAP  unless expressly provided
     otherwise  herein.


                             Signature Page  1 of 8

<PAGE>
     2.7.  MEANING  OF  SATISFACTORY.  Whenever  herein  a document or matter is
     required  to  be  satisfactory  to  Administrative Agent or satisfactory to
     Lenders  or  satisfactory  to  Required  Lenders,  unless  expressly stated
     otherwise  such  document must be reasonably satisfactory to Administrative
     Agent,  Lenders  or  Required  Lenders  (as  applicable)  in  both form and
     substance,  and  unless  expressly  stated  otherwise Administrative Agent,
     Lenders  or  Required  Lenders  (as applicable) shall have the commercially
     reasonable  discretion  to  determine  whether  the  document  or matter is
     satisfactory.

     2.8.  COMPUTATION OF TIME PERIODS. In computing or defining periods of time
     from  a  specified  date  to  a  later specified date, and in computing the
     accrual  of  interest  or  fees,  the  word  "from"  shall  mean  "from and
     including"  and  the  words  "to"  and  "until"  shall  each  mean  "to but
     excluding".  Periods of days referred to in this Agreement shall be counted
     in  calendar  days  unless  Business  Days  are  expressly  prescribed, and
     references in this Agreement to months and years are to calendar months and
     calendar  years  unless  otherwise  specified.

     2.9.  CERTIFICATES  OF  BORROWER  AND  BORROWING OFFICER, ADVANCE REQUESTS;
     BORROWING  AGENT.  Each Borrower hereby appoints Pomeroy Computer Resources
     Sales  Company,  Inc.  as  "Borrowing  Agent."  Because  the operations and
     business  activities  of  the  Borrowers  are  highly  integrated  and
     interdependent, at any particular time it is impractical to determine which
     of  the  Borrowers  will directly receive the proceeds of a Revolving Loan,
     Term  Loan, Swingline Loan, Interim Floorplan Loan, or Floorplan Loan. Each
     of  the  Borrowers  hereby directs the Administrative Agent to disburse the
     proceeds  of  each  Revolving  Loan,  Term  Loan,  Swingline  Loan, Interim
     Floorplan  Loan, and Floorplan Loan to or at the direction of the Borrowing
     Agent, with such directions to be subject to approval of the Administrative
     Agent  in its discretion, and such distribution will, in all circumstances,
     be  deemed  to  be  made to each of the Borrowers. Notwithstanding anything
     herein  to  the  contrary,  proceeds of the initial Revolving Loan, initial
     Term  Loan,  and  initial  Floorplan  Loan  used  to  satisfy  the existing
     Indebtedness  of  the  applicable Borrower will be advanced directly to the
     holder  of  such  Indebtedness.  From  time  to time, Borrowing Agent shall
     further  distribute  the  proceeds  of  Revolving  Loans,  Term  Loans, and
     Swingline  Loans,  to  a  particular  Borrower  or  Borrowers,  jointly and
     severally,  or  direct  the  disbursement of the Interim Floorplan Loan and
     Floorplan  Loans  for  the  account  of  each  Borrower,  and each Borrower
     represents  and  warrants  that  the  subsequent  receipt  and  use of such
     proceeds by any particular Borrower inures to the economic benefit directly
     and  indirectly of all other Borrowers. For so long as the Loan Obligations
     remain  outstanding  and  any  Commitment  remains in effect, each Borrower
     hereby  covenants  and  agrees, and hereby grants to the Borrowing Agent an
     absolute  and  irrevocable  power  of  attorney  coupled with interest, and
     irrevocably  designates,  appoints,  authorizes  and  directs the Borrowing
     Agent  to  (a)  execute  and  deliver  any Borrowing Base Certificates, (b)
     certify  the  financial  statements  of  Borrower, (c) request Advances and
     execute  and  deliver  written  requests  for  Advances, (d) make any other
     deliveries  required  to  be  delivered  periodically  hereunder  to
     Administrative  Agent  and/or any Lender, (e) act as its Borrowing Officer,
     and  Administrative  Agent  and each Lender is entitled to rely on any such
     document  or  certificate  signed  by the Borrowing Agent and (f) otherwise
     take  all  other actions otherwise contemplated by this Section, and to act
     on behalf of such Borrower for purposes of giving and receiving notices and
     certifications  under  this  Agreement  or  any  other  Loan  Document. The
     Administrative Agent is entitled to rely and act on the instructions of the
     Borrowing  Agent.

     2.10.  GENERAL.  Unless  the  context  of  this  Agreement clearly requires
     otherwise:  (i)  references  to  the  plural  include the singular and vice
     versa;  (ii)  references to any Person include such Person's successors and
     assigns  but,  if  applicable,  only  if  such  successors  and assigns are
     permitted  by  this  Agreement;  (iii) references to one gender include all


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<PAGE>
     genders;  (iv)  "including"  is  not  limiting;  (v) "or" has the inclusive
     meaning  represented  by  the  phrase  "and/or;"  (vi)  the words "hereof,"
     "herein,"  "hereby,"  "hereunder" and similar terms in this Agreement refer
     to  this  Agreement  as  a  whole,  including  its Exhibits, and not to any
     particular  provision  of  this  Agreement;  (vii)  the  word  "Section" or
     "section"  and  "Page"  or "page" refer to a section or page, respectively,
     of,  and the word Exhibit refers to an Exhibit to, this Agreement unless it
     expressly  refers  to  something  else;  (viii) reference to any agreement,
     document,  or  instrument  (including  this  Agreement  and  any other Loan
     Document  or other agreement, document or instrument defined herein), means
     such  agreement,  document,  or  instrument  as amended, modified, restated
     and/or  replaced  and  in  effect  from time to time in accordance with the
     terms  thereof  and,  if  applicable,  the  terms  hereof, and includes all
     attachments  thereto  and  documents incorporated therein, if any; and (ix)
     general  and  specific  references  to  any  Law means such Law as amended,
     modified,  codified  or  reenacted, in whole or in part, and in effect from
     time  to  time.  Section  captions  and  the  Table  of  Contents  are  for
     convenience only and shall not affect the interpretation or construction of
     this  Agreement  or  the  other  Loan  Documents.

     2.11.  FIRSTAR  BANK, NATIONAL ASSOCIATION APPOINTMENT AS CO-AGENT. Firstar
     Bank,  National  Association  is  given the title "Co-Agent" under the Loan
     Agreement  and Loan Documents. Nothing contained in the foregoing sentence,
     shall  give  Firstar  Bank,  National  Association any additional rights or
     obligations  under  the  Loan  Agreement  or  the  Loan  Documents.

3.   LENDERS'  COMMITMENTS  AND FACILITIES.  Subject to the terms and conditions
hereof,  and  in  reliance  upon  the Representations  and  Warranties:

     3.1.  REVOLVING  LOAN  COMMITMENTS.

          3.1.1.  AGGREGATE  AMOUNT. Subject to the limitations in Section 3.1.2
          and  elsewhere  herein,  each  Lender  commits  to  make  available to
          Borrower, from the Effective Date to the Revolving Loan Maturity Date,
          such  Lender's  pro-rata  share  (as listed on Exhibit 3 hereto) of an
          "Aggregate  Revolving  Loan  Commitment" that is initially One Hundred
          Forty-Four Million Dollars ($144,000,000), but which may decrease from
          time  to  time  as  provided herein, by funding such Lender's pro-rata
          share  of  Revolving  Loan  Advances  made  from  time  to  time  by
          Administrative Agent as provided herein. Subject to the limitations in
          Section  3.1.2 and elsewhere herein, payments and prepayments that are
          applied  to  reduce  the  Aggregate  Revolving  Loan may be reborrowed
          through  Revolving  Loan  Advances.  Each  Lender's  Revolving  Loan
          Commitment  is  its  pro-rata  share  of  the Aggregate Revolving Loan
          Commitment.  Upon  any  reduction  of  the  Aggregate  Revolving  Loan
          Commitment  permitted  in this Agreement, each Lender's Revolving Loan
          Commitment  will  automatically reduce by such Lender's pro-rata share
          of  such  reduction  of  the  Aggregate  Revolving  Loan  Commitment.

          3.1.2.  LIMITATION  ON  REVOLVING  LOAN  ADVANCES.  No  Revolving Loan
          Advance  will  be  made  which would result in the Aggregate Revolving
          Loan  exceeding  the  Maximum  Available  Amount and no Revolving Loan
          Advance  will  be  made  on or after the Revolving Loan Maturity Date.
          Lenders may, however, in their absolute discretion make such Revolving
          Loan  Advances,  but shall not be deemed by doing so to have increased
          the  Maximum  Available  Amount and shall not be obligated to make any
          such  Revolving Loan Advances thereafter. At any time that there is an
          Existing  Default,  the  Aggregate  Revolving  Loan  Commitment may be
          canceled  as  provided in Section 16.3. The "Maximum Available Amount"
          (which  can be a negative number) on any date shall be a Dollar amount
          equal  to  (i) the lesser of (A) the amount of the Aggregate Revolving


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<PAGE>
          Loan  Commitment  and  (B) the Borrowing Base on such date, minus (ii)
                                                                      -----
          the  sum  of  (a) the Swingline Loan, and (b) the Floorplan Shortfall.

          3.1.3.  REVOLVING  NOTES.  The  obligation  of  Borrower to repay each
          Lender's  Revolving  Loan  shall  be  evidenced  by  a promissory note
          payable  to  the  order  of  such Lender in a maximum principal amount
          equal  to  the  amount  of its Revolving Loan Commitment and otherwise
          satisfactory  to  Lenders.

          3.1.4.  BORROWING  BASE.  The  "Borrowing  Base" on any date shall be:

               3.1.4.1. 90% of the total outstanding principal balance of all of
               Borrowers'  Eligible Accounts as of the close of business on such
               date,  or  as  certified  in  the Borrowing Base Certificate most
               recently furnished to Administrative Agent as required in Section
               13.15.1,  whichever  is  less;  minus

               3.1.4.2.  the  amount,  as determined by Administrative Agent, on
               the  Aggregate  Floorplan Loan Facility and the Interim Floorplan
               Loan Facility not paid by Borrower due to a bona fide, good faith
               dispute  by  Borrower  with  regards to any invoice from a Vendor
               relating  to any particular Advance under the Aggregate Floorplan
               Loan Facility or Interim Floorplan Loan Facility, as the case may
               be (although failure of Borrower to pay such amounts by the final
               due  date as set forth in the applicable Statement of Transaction
               will  be  an  immediate  Event  of  Default).

          3.1.5.  ELIGIBLE  ACCOUNTS.  "Eligible  Accounts"  include  all  of
          Borrowers'  Accounts  other  than  the  following,  unless approved in
          writing  by  Administrative  Agent  in each case: (i) any Account with
          respect  to  which  Administrative  Agent  does  not  have a valid and
          enforceable,  perfected  first  priority  Security  Interest; (ii) any
          Account  which remains unpaid as of 90 days after the original date of
          the  applicable  invoice,  including,  without  limitation  any
          Lease-in-Process  Inventory;  (iii)  any  Account  of a single Account
          Debtor  if  50%  or  more  of the balances due on all Accounts of such
          Account  Debtor  are  ineligible  under  clause  (i) or (ii); (iv) any
          Account  with  respect  to  which  the Account Debtor is a Borrower, a
          Subsidiary  or  an  Affiliate  thereof  or  an  employee or officer of
          Borrower  or any Subsidiary or Affiliate thereof; (v) any Account with
          respect  to  which  the  Account  Debtor  does  not maintain its chief
          executive office within the United States and any Account with respect
          to  which  the Account Debtor is the government of any foreign country
          or  any  municipality  or  other political subdivision thereof, or any
          department,  agency,  public  corporation  or  other  instrumentality
          thereof; (vi) any Account which is created from the rental or lease of
          any Inventory not owned by Borrower; (vii) any Account with respect to
          goods  or  services whose delivery or performance has been rejected by
          the  Account  Debtor  or  whose  earlier  acceptance has been revoked;
          (viii)  any  Account arising from the delivery of goods or performance
          of  services  for  which  an  invoice has not been sent to the Account
          Debtor  within  ten  days after such delivery or performance; (ix) any
          Account owing by an Account Debtor that is the subject of a bankruptcy
          or  similar  insolvency  proceeding,  has  made  an assignment for the
          benefit  of  creditors,  has acknowledged that it is unable to pay its
          debts  as  they  mature,  or  whose  assets have been transferred to a
          receiver  or  trustee,  or who has ceased business as a going concern;
          (x)  except  Lease-in-Process  Inventory,  any Account with respect to
          which  the  Account  Debtor's  obligation  to  pay  the  Account  is
          conditional upon the Account Debtor's approval or is otherwise subject
          to  any repurchase obligation or return right, as with sales made on a
          bill-and-hold,  guarantied  sale,  sale-and-return,  sale  on approval


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<PAGE>
          (except  with  respect  to  Accounts  in connection with which Account
          Debtors  are  entitled  to return Inventory solely on the basis of the
          quality  of  such  Inventory)  or  consignment basis; (xi) any Account
          owing  by  an  Account  Debtor that has disputed liability or made any
          claim  with respect to any other Account due from such Account Debtor,
          or  that  has  any  right of set-off against such Account, or to which
          Borrower  is  indebted  in  any  way,  but  only to the extent of such
          indebtedness,  set-off, dispute or claim; (xii) any Account subject to
          a  chargeback  from  a volume discount or an advertising discount, but
          only  to the extent of such chargeback or discount; (xiii) any Account
          owing  by  an  Account Debtor whose Indebtedness to Borrower exceeds a
          credit  limit  satisfactory to Administrative Agent; (xiv) any Account
          of  an  Account  Debtor  with respect to particular goods still in the
          possession  of the creditor on the Account or included in Inventory of
          such  creditor  and  against  which  the  Account  Debtor  has filed a
          financing statement under the UCC or has obtained or purported to have
          obtained  a  Security Interest; (xv) any Account with respect to which
          the delivery of goods or performance of services is bonded in favor of
          Borrower;  (xvi) any Account as to which Administrative Agent does not
          have  the  right or ability to obtain direct payment to Administrative
          Agent;  (xvii)  any Account with respect to which any of the covenants
          and  agreements  contained  in any of the Loan Documents or any of the
          Representations  and  Warranties are not or have ceased to be complete
          and  correct  or  have  been  breached;  (xviii)  any Account which is
          evidenced by a promissory note or other instrument or by chattel paper
          or  which has been reduced to judgment; (xix) any Account which arises
          out  of  a sale or lease not made in the ordinary course of Borrower's
          business;  (xx)  any  Account for which payment terms greater than net
          sixty  (60)  days  from the date of invoice are provided or permitted;
          (xxi)  Accounts  arising from payment made by credit card, debit card,
          or  similar  instrument; (xxii) any Account owing from any supplier or
          Vendor  of  any  Borrower,  including,  without limitation under or in
          connection  with  any  rebate,  subsidy, incentive or similar program,
          (xxiii)  any  Account  owing to any Person other than Borrower, (xxiv)
          any  Account arising from the leasing of Inventory, (xxv) any Accounts
          that  are  Lease-in-Process  Inventory in excess of $11,000,000 in the
          aggregate,  (xxvi)  with  regards  to  any  Accounts  arising from the
          provision  of  services, any such Accounts which are invoiced prior to
          the performance of the applicable services, and (xxvii) any Account as
          to  which  Administrative  Agent  has  determined  in  its  reasonable
          discretion  that  the  prospect  of  payment or collection on a timely
          basis  is impaired or that Administrative Agent otherwise deems in its
          reasonable  discretion  to  be  uncreditworthy.  Notwithstanding  the
          foregoing,  Accounts  owned by a Target Company may be included within
          the definition of "Eligible Accounts" and within the Borrowing Base on
          the  day  of  the  closing  of  a  Permitted  Acquisition to fund such
          Permitted  Acquisition  if  and  only  if  such  Accounts  meet  the
          eligibility  requirements  of  each clause of this Section immediately
          upon  the  closing  of  such  Permitted  Acquisition.

3.2.     TERM  LOAN  COMMITMENT.

          3.2.1.  TERM  LOAN.  Each Lender commits to make available to Borrower
          such  Lender's  pro-rata  share  (as listed on Exhibit 3 hereto) of an
          "Aggregate Term Loan Commitment" that is initially Twenty-Four Million
          Dollars  ($24,000,000)  but  which  will decrease from time to time as
          provided  herein by funding such Lender's pro-rata share of thereof as
          provided  for  herein.  Each  Lender's  Term  Loan  Commitment  is its
          pro-rata  share  of  the  Aggregate Term Loan Commitment. No Term Loan
          Advance  will  be  made  which would result in the Aggregate Term Loan
          exceeding  the Aggregate Term Loan Commitment. Subject to the terms of
          this  Agreement,  payments  and prepayments that are applied to reduce
          the  Aggregate  Term  Loan  may be re-borrowed through subsequent Term


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<PAGE>
          Loan  Advances,  subject to the terms and conditions of this Agreement
          and  the  Loan  Documents.  The  Aggregate  Term Loan Commitment shall
          reduce  as  set  forth  in  the  table  below:

                         EFFECTIVE DATE OF
                         REDUCTION IN TERM
                          LOAN COMMITMENT       REDUCTION
                    --------------------------  ----------
                    Last day of the first full  $1,000,000
                    calendar month
                    following the Effective
                    Date
                    --------------------------  ----------
                    Last day of each of the     $1,000,000
                    next succeeding twenty-
                    two (22) calendar
                    months thereafter
                    --------------------------  ----------
                    Last day of the next        $1,000,000
                    succeeding calendar
                    month
                    --------------------------  ----------

          3.2.2.  TERM  LOAN  NOTES.  The  obligation  of Borrower to repay each
          Lender's  Term Loan shall be evidenced by a promissory note payable to
          the  order  of such Lender in a principal amount equal to its pro-rata
          share of the Aggregate Term Loan Commitment and otherwise satisfactory
          to  Lenders.

     3.3. FLOORPLAN  LOAN  FACILITY.

          3.3.1.  FLOORPLAN  LOAN FACILITY GENERALLY. Each Lender shall, subject
          to the terms herein, make available to Borrower such Lender's pro-rata
          share  (as listed on Exhibit 3 hereto) of an "Aggregate Floorplan Loan
          Facility"  that is initially Seventy-Two Million Dollars ($72,000,000)
          but  which  will  decrease  from  time  to  time as provided herein by
          funding  such  Lender's pro-rata share thereof as provided for herein.
          Each  Lender's  Floorplan  Loan  Facility is its pro-rata share of the
          Aggregate  Floorplan  Loan Facility. No Floorplan Loan Advance will be
          made  which  would  result  in  the sum of the (i) Aggregate Floorplan
          Loan,  (ii)  the  Interim  Floorplan  Loan,  and  (iii)  all  unfunded
          Approvals, exceeding the Aggregate Floorplan Loan Facility. Subject to
          the terms of this Agreement, payments and prepayments that are applied
          to  reduce  the  Aggregate  Floorplan  Loan may be re-borrowed through
          subsequent  Floorplan  Loan  Advances,  subject  to  the  terms  and
          conditions  of  this  Agreement  and the Loan Documents. The Aggregate
          Floorplan  Loan  Facility is not a commitment to lend or advance funds
          but  is a discretionary facility. From and after the date on which the
          Administrative Agent has actual knowledge of an Event of Default under
          Section  16.1.1 or under Section 16.1.12, no further Approvals will be
          issued  and  except  with  respect  to existing unfunded Approvals, no
          further Floorplan Loan Advances shall be made. From and after the date
          on  which Administrative Agent has actual knowledge of any other Event
          of  Default, no further Approvals will be issued if the Administrative
          Agent  so chooses in its discretion to no longer issue Approvals or if
          the  Required  Lenders  direct  the  Administrative Agent to no longer
          issue  Approvals,  and  except  with  respect  to  existing  unfunded
          Approvals,  no  further  Floorplan  Loan  Advances  shall  be  made.

          3.3.2.  INTERIM  FLOORPLAN  LOAN  ADVANCES.  In  order  to  reduce the
          frequency  of  fundings  of  Floorplan  Loan  Advances by Lenders, but
          subject  to  the  limitations  in  Section 3.3.3 and elsewhere herein,


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<PAGE>
          Administrative  Agent  may  in  its  absolute  discretion make Interim
          Floorplan  Loan  Advances  for  the account of and benefit of Borrower
          with  respect  to an Approval issued by Administrative Agent from time
          to  time  from the Effective Date to the Floorplan Loan Maturity Date.
          From  and  after the date on which the Administrative Agent has actual
          knowledge of an Event of Default under Section 16.1.1 or under Section
          16.1.12,  no  further  Interim  Floorplan Loan Advances shall be made.
          From  and  after  the  date  on  which Administrative Agent has actual
          knowledge  of  any  other  Event of Default, at the sole discretion of
          Administrative Agent, no further Interim Floorplan Loan Advances shall
          be  made.  Subject  to  the limitations in Section 3.3.3 and elsewhere
          herein,  payments  and  prepayments  that  are  applied  to reduce the
          Interim  Floorplan  Loan  may  be reborrowed through Interim Floorplan
          Loan Advances. The Interim Floorplan Loan Facility is not a commitment
          to  lend  or  advance  funds,  but  is  a  discretionary  facility.

          3.3.3.  LIMITATIONS  ON  INTERIM  FLOORPLAN LOAN ADVANCES. The maximum
          amount  of  the  Interim  Floorplan  Loan  amount on any date shall be
          Fifteen  Million  Dollars. Administrative Agent shall not be obligated
          to  make  any particular Interim Floorplan Loan Advance, the making of
          any  particular  Interim Floorplan Loan Advance at any particular time
          being absolutely discretionary. Administrative Agent will not, without
          the  prior  consent  (which may be oral or in writing) of each Lender,
          knowingly  make  any  Interim Floorplan Loan Advance which would cause
          the  aggregate amount of the Interim Floorplan Loan plus the Aggregate
          Floorplan  Loan  plus  all  unfunded Approvals to exceed the Aggregate
          Floorplan  Loan  Facility  as  of  such  date immediately prior to the
          making  of  any  such  Interim  Floorplan Loan Advance. Administrative
          Agent  shall  not  be  obligated  to  fund  any Interim Floorplan Loan
          Advances  after  the Floorplan Loan Maturity Date or after the Interim
          Floorplan  Loan  Facility  has  been  terminated.

          3.3.4. OPERATION OF FLOORPLAN LOAN FACILITY AND INTERIM FLOORPLAN LOAN
          FACILITY.  Subject  to the terms of this Agreement, the Floorplan Loan
          Facility  and Interim Floorplan Loan Facility will be used by Borrower
          from  time  to  time  to  purchase  inventory from vendors approved by
          Administrative  Agent in its sole and absolute discretion ("Vendors").

          3.3.5. FLOORPLAN LOAN APPROVALS. Borrower and each Lender acknowledges
          and  agrees  that:  (i)  Administrative Agent may issue Approvals on a
          date  that  is  prior to the date of the funding of any Floorplan Loan
          Advance  or  Interim  Floorplan  Loan  Advance  that are based on such
          Approvals;  (ii) once an Approval has been issued, then Administrative
          Agent may, and may require the Lenders, to fund the related Advance at
          any time, notwithstanding (A) any Default or Event of Default that may
          arise  on  or  prior  to the date of any such Advance, (B) whether the
          Loan  Obligations  have  been accelerated, (C) whether the Commitments
          have  been  terminated,  or  (D)  whether any such Advance shall occur
          after  the  Floorplan  Loan Maturity Date for an Approval issued on or
          prior to the Floorplan Loan Maturity Date; and (iii) each Lender shall
          be  obligated  to  fund its pro-rata share of any such Advance once an
          Approval  has  been issued for such Advance regardless of whether such
          Advance  has  been  funded  by  Administrative Agent. A request from a
          Vendor  (with  respect  to  a  Borrower)  to  Administrative  Agent to
          floorplan  Inventory will be deemed to be a request from the Borrowers
          for  a Floorplan Loan Advance or an Interim Floorplan Loan Advance, as
          the  case  may  be.

          3.3.6.  INVENTORY  NOT  AVAILABLE  FOR  FLOORPLAN  LOANS  AND  INTERIM
          FLOORPLAN LOANS. Only Vendors approved by Administrative Agent will be
          eligible  to receive proceeds of Aggregate Floorplan Loan Facility and


                                        7
<PAGE>
          the  Interim  Floorplan  Loan  Facility.  Administrative  Agent or the
          Required  Lenders  may,  at  any  time and without notice to Borrower,
          elect  not  to  finance  any  inventory  sold  by  particular Vendors,
          including  any Vendors who are in default of their obligations to DFS,
          or  with  respect  to  which  DFS or Administrative Agent deems itself
          insecure.  Without limiting the generality of the foregoing, any items
          produced  by  IBM,  Hewlett-Packard, and Lexmark will not be available
          for  financing  under  the  Aggregate  Floorplan  Loan Facility or the
          Interim  Floorplan Loan Facility without the prior written approval of
          the  Administrative  Agent. Except with respect to Approvals issued by
          Administrative  Agent on or before the Floorplan Loan Maturity Date or
          before termination as set forth in Section 3.3.7, Lenders shall not be
          obligated to fund any Floorplan Loan Advances after the Floorplan Loan
          Maturity  Date or after the Aggregate Floorplan Loan Facility has been
          terminated.

          3.3.7.  TERMINATION  OF  FLOORPLAN LOAN FACILITY AND INTERIM FLOORPLAN
          LOAN  FACILITY.  The Aggregate Floorplan Loan Facility and the Interim
          Floorplan  Loan  Facility  are  discretionary  facilities  and  may be
          terminated  by  Administrative  Agent  or  the  Required  Lenders with
          respect to any future Floorplan Loans or Interim Floorplan Loans which
          have  not been funded (whether or not an Approval has been issued, but
          subject  to any Vendor Agreements regarding unfunded Approvals) at any
          time  by the Administrative Agent or the Required Lenders upon written
          notice  to  the  Borrower.  If  Administrative  Agent  or the Required
          Lenders  terminate  the  Aggregate  Floorplan Loan Facility and/or the
          Interim  Floorplan  Loan Facility, Borrower agrees that if there is no
          Existing  Default,  30  days prior notice of termination is reasonable
          and sufficient (although this provision shall not be construed to mean
          that  shorter  periods  may  not, in particular circumstances, also be
          reasonable  and sufficient) and Lenders will continue to fund Advances
          for Approvals issued on or before the expiration of such 30 day period
          and  repayment shall be in accordance with the applicable Statement of
          Transaction  and billing statement. Borrower will not be relieved from
          any  obligation  to Administrative Agent or the Lenders arising out of
          Floorplan  Loans  or Interim Floorplan Loans made before the effective
          termination  date  of the Aggregate Floorplan Loan Facility and/or the
          Interim  Floorplan  Loan  Facility  or  made  after  the  effective
          termination  date  of the Aggregate Floorplan Loan Facility or Interim
          Floorplan  Loan  Facility  in  connection  with Approvals issued on or
          before  such effective termination date. Notwithstanding a termination
          of  the  Aggregate  Floorplan  Loan Facility and the Interim Floorplan
          Loan  Facility,  Administrative  Agent  and Lenders will retain all of
          their  rights,  interests and remedies hereunder and in all Collateral
          until  Borrower  has  indefeasibly paid all of the Loan Obligations in
          full  in  cash.

          3.3.8.  REPURCHASE  AGREEMENTS.  Administrative  Agent and/or DFS have
          entered  into  agreements  with  the  Vendors  who  will  be receiving
          proceeds  of  the  Aggregate  Floorplan  Loan Facility and the Interim
          Floorplan  Loan  Facility  (each  being  a  "Vendor  Agreement"  and
          collectively,  the  "Vendor Agreements"). Neither Administrative Agent
          nor  DFS  makes  any  representation  or warranty regarding the Vendor
          Agreements, including, without limitation regarding the enforceability
          thereof,  whether  any  particular  item  of  Inventory  purchased  by
          Borrower  is  subject  to  repurchase rights, or any repurchase rights
          that  may  be set forth therein. Each Lender and Borrower acknowledges
          and  agrees  that  Administrative Agent and/or DFS may take or refrain
          from  taking  any  actions  under  or  in  connection  with the Vendor
          Agreements  in  Administrative  Agent's  or  DFS', as the case may be,
          commercially  reasonable  judgment.

     3.4. SWINGLINE  COMMITMENT.


                                        8
<PAGE>
          3.4.1.  SWINGLINE  ADVANCES.  In  order  to  reduce  the  frequency of
          fundings  of  Revolving  Loan  Advances by Lenders, but subject to the
          limitations  in  Section  3.4.2  and  elsewhere herein, Administrative
          Agent  may (provided an Advance Request in the form of Exhibit 7.10 is
          received  by  Administrative  Agent)  in  its absolute discretion make
          Swingline  Advances  to  Borrower from time to time from the Effective
          Date  to  the Revolving Loan Maturity Date. From and after the date on
          which  the  Administrative  Agent  has actual knowledge of an Event of
          Default  under  Section 16.1.1, no further Swingline Advances shall be
          made  unless  the  Required  Lenders  approve  in  writing any further
          Swingline  Advances  or  unless  such  Event  of  Default is waived in
          writing by the Required Lenders. Subject to the limitations in Section
          3.4.2  and elsewhere herein, payments and prepayments that are applied
          to  reduce  the  Swingline  Loan  may  be reborrowed through Swingline
          Advances.  The Swingline Commitment is not a commitment to lend money,
          but  is  a  discretionary facility; Administrative Agent may terminate
          the  foregoing  Swingline  Commitment  at  any  time  in  its absolute
          discretion.

          3.4.2.  LIMITATIONS  ON SWINGLINE ADVANCES. Administrative Agent shall
          not  be obligated to make any particular Swingline Advance, the making
          of  any  particular  Swingline  Advance  at  any particular time being
          absolutely  discretionary.  In any event, no Swingline Advance will be
          made  on  or  after the Revolving Loan Maturity Date, and no Swingline
          Advance  will  be  made  which  would  result  in  the  Swingline Loan
          exceeding  the  Maximum  Swingline  Amount.  Administrative Agent may,
          however,  in its absolute discretion make such Swingline Advances, but
          shall  not  be  deemed  by  doing  so  to  have  increased the Maximum
          Swingline Amount and shall not be obligated to make any such Swingline
          Advance  thereafter.  Administrative Agent will not, without the prior
          consent  (which  may  be oral or in writing) of each Lender, knowingly
          make  any  Swingline Advance which would cause the aggregate amount of
          the Aggregate Revolving Loan to exceed the Maximum Available Amount as
          of  such  date  immediately  prior to the making of any such Swingline
          Advance.  The  Maximum  Swingline Amount on any date for any Swingline
          Advance  shall  be  a  Dollar  amount  equal  to  the  lesser  of  (i)
          $20,000,000 or (ii) an amount equal to the Maximum Available Amount as
          of  such  date minus the Aggregate Revolving Loan immediately prior to
          the  making  of  such Swingline Advance; provided, however, at no time
          shall  any  Advance  be  deemed  to  be  a Swingline Advance, and such
          Advance  shall  be deemed to be a Revolving Advance, if the sum of the
          Swingline  Loan  and  the  amount  of  the Revolving Loans made by the
          Lender  which  is  the  Administrative  Agent  exceeds  such  Lender's
          Revolving  Loan  Commitment  as  set  forth  on  Exhibit  3  hereto.

          3.4.3.  SWINGLINE  NOTE.  The  obligation  of  Borrower  to  repay the
          Swingline  Loan shall be evidenced by a promissory note payable to the
          order  of  Administrative  Agent  in  a  maximum  principal  amount of
          $20,000,000  and  otherwise  satisfactory  to  Administrative  Agent.

     3.5. REDUCTIONS IN THE COMMITMENTS GENERALLY. From the Effective Date until
     but not including the first Anniversary Date, Borrower shall be entitled at
     any  time to reduce the amount of any or all of the Commitments but only to
     the  extent  that the Commitments are not reduced to an amount that is less
     than  the average daily balance of the sum of the Aggregate Revolving Loan,
     the  Swingline  Loan,  the  Aggregate  Floorplan Loan Facility, the Interim
     Floorplan  Loan  Facility,  and the Aggregate Term Loan for the period from
     the Effective Date through the date of such reduction in the Commitment and
     if  and  only  if  Borrower pays the amount of the Loan Obligations in cash
     equal  to  the  excess, if any, of the amount by which the Loan Obligations
     exceed  to  the amount to which Commitments are being reduced. Borrower may


                                        9
<PAGE>
     exercise  the  foregoing  right only one time from the Effective Date until
     but  not  including  the  first  Anniversary Date. Once the Commitments are
     reduced  by  the Borrower, the Commitments may not be increased without the
     prior  written approval of all the Lenders. Any such reduction shall reduce
     the  affected  Commitments  of  each Lender in accordance with its pro rata
     share.

     3.6.  TERMINATION.  In  addition  to any other rights and remedies that the
     Lenders and the Administrative Agent may have in this Agreement, including,
     without  limitation,  if  there  is  an Existing Default and all rights and
     remedies  set  forth  in  Section  16.3  and in Section 3.3.7, the Required
     Lenders  may,  at  any  time,  whether or not there is an Existing Default,
     elect  to  terminate  all  of  the Commitments and demand that the Borrower
     repay  in  full  and  in cash all of the Loan Obligations within 90 days of
     Borrower's  receipt  of such demand except that Floorplan Loan Advances and
     Interim  Floorplan  Loan  Advances made with respect to any Approval issued
     during such 90-day period shall be repaid in accordance with the applicable
     Statement  of  Transaction.  Any  such  notice shall be in writing from the
     Administrative  Agent  to  the  Borrower.

4.   INTEREST;  YIELD  PROTECTION.

     4.1.  INTEREST  ON  THE SWINGLINE LOAN. The Swingline Loan shall be a LIBOR
     Loan, unless the LIBOR Rate is not available as provided in this Agreement,
     then  it  shall  be  a  Base  Rate  Loan.

     4.2.  INTEREST  ON  THE  FLOORPLAN  LOAN  AND  INTERIM  FLOORPLAN  LOAN
     --ADMINISTRATIVE  AGENT  AND  DFS  AS  A  LENDER  ONLY.

          4.2.1.  Notwithstanding  the  terms of this Agreement, the term "Prime
          Rate" with respect to any Statement of Transaction, to the extent such
          term  is  defined in any such Statement of Transaction, shall have the
          meaning  set  forth  in  any  such Statement of Transaction. If "Prime
          Rate"  is not defined in any Statement of Transaction, the term "Prime
          Rate"  in such Statement of Transaction shall have the meaning defined
          in  this  Agreement.  After  Maturity  or  after  an Event of Default,
          Indebtedness  under  each Statement of Transaction shall bear interest
          at  the  default or post-maturity rate described therein. In the event
          no  default  or  post-maturity  rate  is specified in any Statement of
          Transaction,  then  after  Maturity  or after an Event of Default, the
          Indebtedness  under  such Statement of Transaction shall bear interest
          at  the  rate  which  would  otherwise  apply  under such Statement of
          Transaction  plus  3.0%.

          4.2.2.  Borrower,  Administrative  Agent  and  each Lender agrees that
          certain  financial  terms  of  any  Floorplan  Loan Advance or Interim
          Floorplan  Loan  Advance  made under this Agreement, whether regarding
          finance  charges,  other  fees,  maturities,  curtailments  or  other
          financial  terms,  are not set forth herein because such terms depend,
          in  part,  upon the availability of Vendor discounts, payment terms or
          other incentives, prevailing economic conditions, Administrative Agent
          and/or  DFS'  floorplanning  volume  with Borrower and with Borrower's
          Vendors,  and  other  economic  factors  which  may  vary  over  time.
          Borrower,  Administrative  Agent and each Lender further agree that it
          is  therefore  in  their  mutual  best  interest  to set forth in this
          Agreement  only  the  general terms of the Floorplan Loan Facility and
          the  Interim  Floorplan  Loan  Facility.  Upon  agreeing  to finance a
          particular  item  of inventory for Borrower, Administrative Agent will
          send  Borrower  a  statement of transaction identifying such Inventory
          and  the  applicable  financial  terms  (each  being  a  "Statement of
          Transaction").  Administrative  Agent  may, without the consent of the
          Lenders  or  the Required Lenders, change any aspect or portion of any
          Statement  of  Transaction.  Unless  Borrower  notifies Administrative
          Agent  in  writing  of  any  objection within thirty (30) days after a
          Statement  of  Transaction is mailed to Borrower: (a) the amount shown
          on  such  Statement  of  Transaction  will  be  an account stated; (b)
          Borrower  will have agreed to all rates, charges and other terms shown


                                       10
<PAGE>
          on  such  Statement of Transaction; (c) Borrower will have agreed that
          Administrative Agent is financing the items of Inventory referenced in
          such  Statement  of  Transaction  at  Borrower's request; and (d) such
          Statement  of  Transaction  will  be incorporated herein by reference,
          will be made a part hereof as if originally set forth herein, and will
          constitute an addendum hereto. If Borrower objects to the terms of any
          Statement  of Transaction, Borrower agrees to pay Administrative Agent
          for  such  Inventory  in  accordance  with  the  most recent terms for
          similar Inventory to which Borrower has not objected (or, if there are
          no  prior  terms,  at  the  lesser  of 16% per annum or at the maximum
          lawful  contract  rate  of  interest  permitted under applicable law).

          4.2.3.  Borrower  will  pay the interest, fees, and finance charges to
          Administrative  Agent  (on  the  Interim  Floorplan  Loan) for its own
          account  and  to  DFS  (on  the  Aggregate Floorplan Loan) for its own
          account  on  the outstanding principal amount of the Interim Floorplan
          Loans  and the Aggregate Floorplan Loans, respectively, at the rate(s)
          and in the amount(s) shown on the applicable Statement of Transaction,
          unless Borrower objects thereto as provided in Section 4.2.2. All such
          amounts  (whether  interest,  fees  or  late  charges,  but  excluding
          principal) due and owing as set forth in the Statements of Transaction
          shall  be retained by Administrative Agent for its own account (on the
          Interim  Floorplan  Loans)  and  by  DFS  for  its own account (on the
          Aggregate  Floorplan Loans). Interest on the Aggregate Floorplan Loans
          will  be  paid by Administrative Agent to the Lenders (other than DFS)
          from  the proceeds Administrative Agent receives from the Borrower and
          the Vendors, as provided in, and subject to the terms of, Section 4.4.
          All  discounts  and  subsidies  from  a  Vendor  shall be for the sole
          account  of  Administrative  Agent  and DFS. Principal received by the
          Administrative  Agent  from  the  Borrower  on the Aggregate Floorplan
          Loans  will  be  paid  to  the  Lenders as set forth in Section 17.10.
          Failure  of  Borrower  to  pay any principal by the final due date set
          forth  in  a  Statement of Transaction or any billing statement or any
          other  amount  (whether interest, fees or late charges) set forth in a
          Statement  of Transaction or any billing statement by the due date set
          forth  therein  shall  be  an  Event of Default hereunder. The finance
          charges attributable to the rate shown on the Statement of Transaction
          will:  (a)  be  computed based on a 360 day year; (b) be calculated by
          multiplying  the  Daily Charge (as defined below) by the actual number
          of  days  in  the  applicable  billing period; and (c) accrue from the
          invoice  date  of  the  Collateral  identified  on  such  Statement of
          Transaction  until  Administrative  Agent  receives  full  payment  as
          provided  in  this  Agreement  for  each  item of such Collateral. The
          "Daily  Charge"  is  the  product of the Daily Rate (as defined below)
          multiplied by the Average Daily Balance (as defined below). The "Daily
          Rate"  is  the  quotient  of the annual rate shown on the Statement of
          Transaction divided by 360, or the monthly rate shown on the Statement
          of  Transaction  divided  by  30.  The  "Average Daily Balance" is the
          quotient  of  (i)  the  sum  of  the  outstanding  principal under the
          Aggregate Floor Plan Facility plus the Interim Floorplan Loan Facility
          on each day of a billing period for each item of Collateral identified
          on  a  Statement  of Transaction, divided by (ii) the actual number of
          days  in  such  billing  period. With respect to the Interim Floorplan
          Loans  and  the  Floorplan  Loans,  the  annual percentage rate of the
          finance  charges  relating  to any item of Collateral financed thereby
          will  be  calculated  from  the  invoice  date  of  such  Collateral,
          regardless of any period during which any finance charge subsidy shall
          be  paid  or  payable  by  any  third  party.

          4.2.4.  Administrative  Agent  will  send  Borrower  a monthly billing
          statement  identifying  all charges, including any late fees assessed,
          due to Administrative Agent on the Interim Floorplan Loans and to DFS,


                                       11
<PAGE>
          as  a Lender, on the Floorplan Loan Facility. The charges specified on
          each  billing statement will be due and payable in full immediately on
          receipt.

     4.3.  INTEREST  ON  AGGREGATE  LOANS--OTHER  THAN  FLOORPLAN  LOANS.  Each
     Revolving  Loan  Advance or any part of a Revolving Loan Advance shall be a
     LIBOR  Advance,  unless the LIBOR Rate is not available as provided in this
     Agreement,  then it shall be a Base Rate Advance. Each Term Loan Advance or
     any  part  of a Term Loan Advance shall be a LIBOR Advance unless the LIBOR
     Rate  is  not  available  as provided in this Agreement, then it shall be a
     Base  Rate  Advance. Each LIBOR Advance when made will become a LIBOR Loan,
     which  shall  bear  interest  at  the  Adjusted  LIBOR Rate. Each Base Rate
     Advance  when  made will become a Base Rate Loan, which shall bear interest
     at  the  Base  Rate.

     4.4.  INTEREST  ON FLOORPLAN LOANS; ADMINISTRATIVE AGENT DEFICIENCY AMOUNT.
     Administrative Agent, Borrower and each Lender acknowledges and agrees that
     the  rate of return paid on any Floorplan Loan or Interim Floorplan Loan is
     dependent on numerous factors, including discounts and subsidies offered by
     the  Vendors.  Accordingly,  Administrative Agent, Borrower and each Lender
     agrees  that due to the difficulty in determining the actual rate of return
     on  any particular Floorplan Loan or Interim Floorplan Loan or with respect
     to  any particular invoice underlying any such Loan the Lenders (other than
     DFS)  will  be  paid  the  interest  rate specified in this Agreement. With
     respect  to  each  Lender (other than DFS), interest on each Floorplan Loan
     Advance  for  such  Lender  shall  be paid to such Lender by Administrative
     Agent  based  on the interest rates set forth in Sections 4.5, 4.6, and 4.7
     and  as  provided  in  Section  6.1.1; provided, however, if Administrative
     Agent  does  not  receive  from  Borrower a payment or other amount (or any
     portion thereof) on a Floorplan Loan or Interim Floorplan Loan by the final
     date on which such amount is due as set forth in a Statement of Transaction
     or  billing  statement,  such  failure  to pay shall constitute an Event of
     Default  hereunder,  and  until such Event of Default has been cured to the
     satisfaction  of  the Required Lenders or waived in writing by the Required
     Lenders,  to  the  extent  there  exists an Administrative Agent Deficiency
     Amount (defined below) which is greater than zero, Administrative Agent may
     suspend  the  making of payments of principal and interest on the Floorplan
     Loans to each Lender (other than DFS) or reduce the amount of such payments
     on  the Floorplan Loans to each Lender (other than DFS) on a pro-rata basis
     (based  on  the principal amount of Floorplan Loans outstanding) and setoff
     such  amounts  against the Administrative Agent Deficiency Amount until the
     Administrative Agent Deficiency Amount is reduced to zero, or to the extent
     necessary  to  prevent  the  Administrative  Agent  Deficiency  Amount from
     becoming greater than zero. The "Administrative Agent Deficiency Amount" at
     any  time is a Dollar amount equal to (a) the cumulative amount of interest
     distributed  by  Administrative  Agent to the Lenders (other than DFS) with
     respect  to  the Aggregate Floorplan Loan from the date of the Statement of
     Transaction  relating  to  such  Event  of  Default  through  the  date  of
     calculation,  minus  (b)  the  cumulative amount of interest collected from
     Borrower  by  Administrative  Agent with respect to the Aggregate Floorplan
     Loan  during  the  same  period  (other  than  interest  collected which is
     attributable  to  DFS'  Floorplan Loan). Each Floorplan Loan Advance or any
     part  of  a Floorplan Loan Advance owing to a Lender (other than DFS) shall
     be  considered a LIBOR Advance for interest rate calculation purposes under
     this  Section,  unless  the LIBOR Rate is not available as provided in this
     Agreement,  then  it  shall  be  a  Base  Rate  Advance  for  interest rate
     calculation  purposes.

     4.5.  BASE  RATE. Except as set forth in Section 4.2.1, the "Base Rate" for
     any  Base Rate Advance is the Prime Rate (which will fluctuate as described
     in  Section  4.10) plus the applicable Prime Increment determined from time
     to  time  as  provided  in  Section  4.7


                                       12
<PAGE>
     4.6.  ADJUSTED  LIBOR RATE. The "Adjusted LIBOR Rate" for any LIBOR Loan is
     the  LIBOR Rate plus the applicable LIBOR Increment determined from time to
     time  as  provided in Section 4.7. The LIBOR Rate for each LIBOR Loan shall
     be  determined  by  Administrative Agent. For each LIBOR Loan, the Adjusted
     LIBOR  Rate  shall fluctuate as provided for herein. The "LIBOR Rate" shall
     be  the  interest  rate  per  annum  equal  to the quotient (rounded to the
     nearest  0.001%)  of

          (i)  the  rate  per  annum,  as determined by Administrative Agent, as
          adjusted  from  time to time in Administrative Agent's sole discretion
          for then applicable reserve requirements, deposit insurance assessment
          rates  and  other  regulatory  costs, as reported each day by The Wall
          Street  Journal  and identified as the "London Interbank Offered Rate"
          for  an interest period of 30 days. If for any reason such rate is not
          available,  the  term "LIBOR Rate" shall mean, for any LIBOR Loan, the
          rate  per annum appearing each day on Reuters Screen LIBOR Page as the
          London interbank offered rate for deposits in Dollars at approximately
          11:00  a.m. (London time) for an interest period of 30 days; provided,
          however,  if  more  than one rate is specified on Reuters Screen LIBOR
          Page,  the  applicable  rate  shall be the arithmetic mean of all such
          rates  (rounded  upwards,  if necessary, to the nearest 1/1000 of 1%),

          divided  by,

          (ii)  one minus the maximum rate at which reserves (including, without
          limitation,  any  marginal,  special,  supplemental,  or  emergency
          reserves)  are required to be maintained under regulations issued from
          time  to  time by the FRB or any other Governmental Authority to which
          any  Lender  is  subject (or any successor), including, in the case of
          LIBOR  Loans,  "Eurocurrency  liabilities"  (as  such  term is used in
          Regulation  D).  Without  limiting  the  effect  of the foregoing, the
          reserve  requirement  shall  reflect any other reserves required to be
          maintained  by  any Lender with respect to any category of liabilities
          which  includes deposits by reference to which the LIBOR Rate is to be
          determined,  or  any  category of extensions of credit or other assets
          which  include LIBOR Loans. The entire amount of a LIBOR Loan shall be
          deemed  to  constitute  a  Eurocurrency liability and as such shall be
          deemed  to  be subject to such reserve requirements without benefit of
          credits  for  proration, exceptions or set-offs which may be available
          from  time  to  time  to any Lender under Regulation D. The LIBOR Rate
          shall be adjusted automatically on and as of the effective date of any
          change  in  any  such  reserve  requirements.

     4.7.  PRIME INCREMENTS AND LIBOR INCREMENTS. The applicable Prime Increment
     and  applicable  LIBOR  Increment shall be determined on the Effective Date
     based  on  the  financial  statements for the fiscal quarter ended April 5,
     2001,  and  quarterly thereafter in accordance with the following table and
     based  upon  the  ratio  of  the  Dollar  amount of Borrower's Total Funded
     Indebtedness  to  Borrower's  EBITDA  as  reflected in Borrower's Financial
     Statements  for  its  fiscal  quarter  most  recently  ended:

<TABLE>
<CAPTION>
TOTAL FUNDED INDEBTEDNESS      REVOLVING      TERM LOANS      BASE RATE       BASE RATE
TO EBITDA                      LOANS AND    AND FLOORPLAN   INCREMENT FOR   INCREMENT FOR
                               SWINGLINE     LOANS LIBOR      REVOLVING       TERM LOANS
                              LOANS LIBOR     INCREMENT       LOANS AND     AND FLOORPLAN
                               INCREMENT                      SWINGLINE         LOANS
                                                                LOANS
----------------------------  ------------  --------------  --------------  --------------
<S>                           <C>           <C>             <C>             <C>


                                       13
<PAGE>
greater than 4.00:1.00               3.00%           3.25%           0.05%           0.30%
----------------------------  ------------  --------------  --------------  --------------
less than or equal to               2.75%%           3.00%          -0.20%           0.05%
4.00:1.00 but greater than
3.50:1.00
----------------------------  ------------  --------------  --------------  --------------
less than or equal to                2.50%           2.75%          -0.45%          -0.20%
3.50:1.00 but greater than
3.00:1.00
----------------------------  ------------  --------------  --------------  --------------
less than or equal to                2.25%           2.50%          -0.70%          -0.45%
3.00:1.00 but greater than
2.50:1.00
----------------------------  ------------  --------------  --------------  --------------
less than or equal 2.50:1.00         2.00%           2.25%          -0.95%          -0.70%
but greater than or equal to
2.00:1.00
----------------------------
less than 2.00:1.00                  1.75%           2.00%          -1.20%          -0.95%
----------------------------  ------------  --------------  --------------  --------------
</TABLE>

For  the  Floorplan  Loan  and  Interim Floorplan Loan, the Prime Increments and
LIBOR  Increments in the table above are used only for determining that interest
rate  paid  by Administrative Agent to the Lenders pursuant to Section 4.4.  The
interest  rate paid by Borrower on the Floorplan Loan and Interim Floorplan Loan
is  the interest rate described in each Statement of Transaction, as provided in
Section 4.2.  Any change in the Prime Increment and LIBOR Increment shall become
applicable  as  determined  by  Administrative  Agent within three Business Days
following  the  day when Borrower delivers to Administrative Agent its quarterly
Financial  Statements  for the fiscal quarter most recently ended as required in
Section  13.14.2.  If  Borrower  does  not  deliver  its  quarterly  Financial
Statements  to  Administrative  Agent  within  the  period  required  by Section
13.14.2,  then  (unless  the  Required  Lenders  declare  a  Default or Event of
Default)  the  highest  non-default  Adjusted LIBOR Rate and highest non-default
Base  Rate  shall  be  in  effect  until  Borrower  shall deliver such Financial
Statements.  In  such  case,  in  addition  to  Borrower's obligation to pay the
highest non-default Adjusted LIBOR Rate and highest non-default Base Rate on the
Aggregate  Term Loan, the Aggregate Revolving Loan, and the Swingline Loan, with
respect  to  the  Aggregate  Floorplan  Loan  and  the  Interim Floorplan Loans,
Borrower  will pay to Administrative Agent an amount equal to the excess of such
highest  non-default  Adjusted  LIBOR Rate or highest non-default Base Rate over
the  adjusted  LIBOR  Rate  or  Base  Rate which would have otherwise applied in
addition  to  the  interest  Borrower  is  required  to pay under the applicable
Statement  of  Transaction.

     4.8.  CONVERSION  OR  CONTINUATION  OF  LOANS. Borrower may not at any time
     convert some or all of a Base Rate Loan to a LIBOR Loan, or a LIBOR Loan to
     a Base Rate Loan, except in situations described in Sections 4.14, 4.15 and
     4.16  in  which  cases  such  conversion  shall  be  mandatory.

     4.9.  TIME  OF  ACCRUAL.  Interest  shall  accrue  on all principal amounts
     outstanding from the date when first outstanding to the date when no longer
     outstanding. Amounts shall be deemed outstanding until payments are applied
     thereto  as  provided  herein.

     4.10.  COMPUTATION.  Interest shall be computed for the actual days elapsed
     over  a year deemed to consist of 360 days for all LIBOR Loans and all Base
     Rate  Loans.  The  Base  Rate  and  the  LIBOR  Rate  will be determined by
     Administrative  Agent  before the initial Advance on the Effective Date and
     on  each  Business  Day  thereafter when the LIBOR Rate changes or when the


                                       14
<PAGE>
     Base Rate changes, as the case may be. Interest rates that are based on the
     LIBOR Rate and the Base Rate shall change simultaneously with any change in
     the LIBOR Rate or Base Rate, as the case may be, and shall be effective for
     the  entire  day  on  which  such  change  becomes  effective.

     4.11.  RATE  AFTER  MATURITY  AND  RATE AFTER AN EVENT OF DEFAULT. Borrower
     shall  pay interest on the Aggregate Loans after their Maturity, and if the
     Required  Lenders  so  determine  in  their  absolute  discretion,  on  the
     Aggregate  Loans and on the other Loan Obligations, after the occurrence of
     an  Event  of Default, at a rate per annum of 3.0% plus the then applicable
     rate(s)  on  each  Loan  (the  "Default  Rate").

     4.12.  TAXES.

          4.12.1.  Any and all payments by the Borrower to or for the account of
          any  Lender  or  the Administrative Agent hereunder or under any other
          Loan  Document  shall  be made free and clear of and without deduction
          for  any  and  all  present or future Taxes, excluding, in the case of
          each Lender and the Administrative Agent, Taxes imposed on its income,
          and  franchise  Taxes  imposed  on  it,  by  the  jurisdiction (or any
          political subdivision thereof) under the laws of which such Lender (or
          its  Applicable  Lending  Office)  or the Administrative Agent (as the
          case may be) is organized or any political subdivision thereof. If the
          Borrower  shall  be  required  by  Law  to deduct any Taxes from or in
          respect  of  any  sum  payable  under this Agreement or any other Loan
          Document  to  any  Lender  or  the  Administrative  Agent, (i) the sum
          payable  shall  be  increased  as  necessary  so that after making all
          required  deductions  (including  deductions  applicable to additional
          sums  payable  under  this  Section) such Lender or the Administrative
          Agent  receives  an amount equal to the sum it would have received had
          no  such  deductions  been  made,  (ii)  the  Borrower shall make such
          deductions,  (iii)  the Borrower shall pay the full amount deducted to
          the  relevant taxation authority or other authority in accordance with
          applicable  Law,  and  (iv)  the  Borrower  shall  furnish  to  the
          Administrative  Agent, at its address referred to herein, the original
          or  a  certified  copy  of  a  receipt  evidencing  payment  thereof.

          4.12.2. In addition, the Borrower agrees to pay any and all present or
          future  stamp  or  documentary  taxes and any other excise or property
          taxes  or  charges or similar levies which arise from any payment made
          under  this Agreement or any other Loan Document or from the execution
          or  delivery  of,  or otherwise with respect to, this Agreement or any
          other Loan Document (hereinafter referred to as "Impositions"), except
          income  and franchise Taxes imposed by any jurisdiction referred to in
          Section  4.12.1.

          4.12.3.  The  Borrower  agrees  to  indemnify  each  Lender  and  the
          Administrative  Agent  for  the  full  amount of Taxes and Impositions
          (including,  without  limitation,  any Taxes or Impositions imposed or
          asserted  by  any  jurisdiction on amounts payable under this Section)
          that are required to be paid by the Borrower hereunder but are paid by
          such  Lender  or the Administrative Agent (as the case may be) and any
          liability  (including  penalties,  interest  and  expenses)  arising
          therefrom  or  with  respect  thereto; provided, however, that neither
          Administrative  Agent  nor any Lender shall have any obligation to pay
          any  such  Taxes,  Impositions  or  other  liability.

          4.12.4. Each Lender organized under the laws of a jurisdiction outside
          the  United  States,  on  or  prior  to  the date of its execution and
          delivery  of  this  Agreement in the case of each Lender listed on the
          signature pages hereof and on or prior to the date on which it becomes
          a  Lender  in  the  case  of  each other Lender, and from time to time
          thereafter  if  requested  in  writing  by  the  Borrower  or  the
          Administrative Agent (but only so long as such Lender remains lawfully


                                       15
<PAGE>
          able  to  do  so),  shall  provide the Borrower and the Administrative
          Agent  with  (i)  Internal  Revenue  Service  Form  1001  or  4224, as
          appropriate,  or any successor form prescribed by the Internal Revenue
          Service,  certifying that such Lender is entitled to benefits under an
          income  tax treaty to which the United States is a party which reduces
          the rate of withholding Tax on payments of interest or certifying that
          the  income  receivable  pursuant  to  this  Agreement  is effectively
          connected  with  the  conduct  of  a  trade  or business in the United
          States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate,
          or  any successor form prescribed by the Internal Revenue Service, and
          (iii)  any  other  form  or  certificate  required by any Governmental
          Authority  (including  any certificate required by Sections 871(h) and
          881(c)  of  the  Code),  certifying that such Lender is entitled to an
          exemption  from  or a reduced rate of Tax on payments pursuant to this
          Agreement  or  any  of  the  other  Loan  Documents.

          4.12.5.  For  any  period with respect to which a Lender has failed to
          provide the Borrower and the Administrative Agent with the appropriate
          form  pursuant  to  Section  4.12.4  (unless  such failure is due to a
          change  in treaty, law, or regulation occurring subsequent to the date
          on  which  a form originally was required to be provided), such Lender
          shall  not be entitled to indemnification under this Section 4.12 with
          respect  to  Taxes  imposed  by or within the United States; provided,
          however,  that  should  a  Lender,  which  is otherwise exempt from or
          subject  to a reduced rate of withholding Tax, become subject to Taxes
          because  of  its  failure  to  deliver  a form required hereunder, the
          Borrower shall take such steps as such Lender shall reasonably request
          to  assist  such  Lender  to  recover  such  Taxes.

          4.12.6.  If  the  Borrower is required to pay additional amounts to or
          for the account of any Lender or Administrative Agent pursuant to this
          Section,  then  such  Lender or the Administrative Agent will agree to
          use  reasonable  efforts  to change the jurisdiction of its Applicable
          Lending  Office  so  as  to  eliminate  or  reduce any such additional
          payment which may thereafter accrue if such change, in the judgment of
          such  Lender  or  the Administrative Agent, as the case may be, is not
          otherwise  disadvantageous to such Lender or the Administrative Agent,
          as the case may be. Each Lender agrees, with respect to the provisions
          of  this  Section  4.12,  to  treat Borrower in a manner substantially
          similar  to  that  of  its  other  similarly  situated  customers.

          4.12.7. Within thirty (30) days after the date of any payment of Taxes
          described  in  this  Section  4.12,  the Borrower shall furnish to the
          Administrative  Agent  the  original  or a certified copy of a receipt
          evidencing  such  payment.

          4.12.8.  Without  prejudice  to the survival of any other agreement of
          the Borrower hereunder, the agreements and obligations of the Borrower
          contained  in  this  Section  shall  survive  the  termination  of the
          Commitments  and  the  indefeasible  payment  in  full  of  the  Loan
          Obligations.

     4.13.  COMPENSATION  FOR  INCREASED  COSTS  AND  REDUCED  RETURNS;  CAPITAL
            ADEQUACY.

          4.13.1.  If, after the date hereof, the adoption of any applicable Law
          or  any  change  in  any  applicable  Law  or  any  change  in  the
          interpretation or administration thereof by any Governmental Authority
          charged  with  the  interpretation  or  administration  thereof,  or
          compliance  by  any Lender (or its Applicable Lending Office) with any
          request  or  directive (whether or not having the force of law) of any
          such  Governmental  Authority,  central  bank,  or  comparable agency:


                                       16
<PAGE>
          4.13.2.  shall  subject such Lender (or its Applicable Lending Office)
          to  any  Tax with respect to any LIBOR Loans or its obligation to make
          LIBOR Loans, or change the basis of taxation of any amounts payable to
          such Lender (or its Applicable Lending Office) under this Agreement in
          respect of any LIBOR Loans (other than Taxes imposed on the net income
          of  such  Lender  by  the  jurisdiction  in  which such Lender has its
          principal  office  or  such  Applicable  Lending  Office);

          4.13.3.  shall impose, modify, or deem applicable any reserve, special
          deposit,  assessment,  or  similar requirement (other than the reserve
          requirement  utilized in the determination of the LIBOR Rate) relating
          to  any  extensions of credit or other assets of, or any deposits with
          or other liabilities or commitments of, such Lender (or its Applicable
          Lending Office), including the Commitment of such Lender hereunder; or

          4.13.4. shall impose on such Lender (or its Applicable Lending Office)
          or  on  the United States market for certificates of deposit, treasury
          bills  or  the  London  interbank market any other condition affecting
          this  Agreement, its Commitments or its Note or any of such extensions
          of  credit  or  liabilities  or  commitments;

and  the  result  of any of the foregoing is to increase the cost to such Lender
(or  its  Applicable  Lending Office) of making, converting into, continuing, or
maintaining  any Loan or to reduce any sum received or receivable by such Lender
(or  its  Applicable  Lending  Office)  under  this  Agreement or its Notes with
respect  to  any Loan, then the Borrower shall pay to such Lender on demand such
amount  or  amounts as will reasonably compensate such Lender for such increased
cost  or  reduction.  If  any Lender requests compensation by the Borrower under
this  Section  the  Borrower  may,  by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or continue
Loans  of  the  type with respect to which such compensation is requested, or to
convert  Loans  of  any  other  type into Loans of such type, until the event or
condition  giving rise to such request ceases to be in effect (in which case the
provisions  of  Section 4.14 shall be applicable); provided that such suspension
                                                   --------
shall  not  affect  the  right  of  such  Lender  to receive the compensation so
requested.

          4.13.5.  If,  after  the date hereof, any Lender shall have reasonably
          determined  that  the adoption of any applicable Law regarding capital
          adequacy  or  any  change  therein  or  in  the  interpretation  or
          administration thereof by any governmental authority, central bank, or
          comparable  agency  charged  with the interpretation or administration
          thereof,  or  any  request  or  directive  regarding  capital adequacy
          (whether  or  not  having  the  force of law) of any such governmental
          authority,  central  bank, or comparable agency, has or would have the
          effect of reducing the rate of return on the capital of such Lender or
          any  corporation  controlling  such  Lender  as  a consequence of such
          Lender's obligations hereunder to a level below that which such Lender
          or such corporation could have achieved but for such adoption, change,
          request,  or  directive  (taking  into consideration its policies with
          respect  to  capital adequacy), then from time to time upon demand the
          Borrower shall pay to such Lender such additional amount or amounts as
          will  reasonably  compensate  such  Lender  for  such  reduction.

          4.13.6.  Each  Lender  shall  promptly  notify  the  Borrower  and the
          Administrative Agent of any event of which it has knowledge, occurring
          after  the date hereof, which will entitle such Lender to compensation
          pursuant  to  this  Section  and will designate a different Applicable
          Lending  Office if such designation will avoid the need for, or reduce
          the amount of, such compensation and will not, in the judgment of such
          Lender,  be  otherwise  disadvantageous  to  it.  Any  Lender claiming
          compensation  under this Section shall furnish to the Borrower and the
          Administrative  Agent  a statement setting forth the additional amount


                                       17
<PAGE>
          or amounts to be paid to it hereunder which shall be conclusive in the
          absence of manifest error. In determining such amount, such Lender may
          use  any  reasonable  averaging  and  attribution methods. Each Lender
          agrees,  with  respect  to  the  provisions  of this Section, to treat
          Borrower  in  a  manner  substantially  similar  to  that of its other
          similarly  situated  customers.

     4.14.  LIMITATION  ON  TYPES  OF LOANS. If on or prior to the making of any
          LIBOR  Loan:

     the  Administrative  Agent  reasonably  determines  that  by  reason  of
     circumstances  affecting the relevant market, adequate and reasonable means
     do  not  exist  for  ascertaining  the  LIBOR  Rate;  or

          4.14.1.  the  Required  Lenders  reasonably  determine  and notify the
          Administrative  Agent  that  the  LIBOR  Rate  will not adequately and
          fairly  reflect  the  cost  to  the  Lenders  of  funding LIBOR Loans;

          then  the  Administrative  Agent shall give the Borrower prompt notice
          thereof,  and so long as such condition remains in effect, the Lenders
          shall  be  under  no  obligation  to  make  additional LIBOR Loans, or
          continue  LIBOR Loans and all LIBOR Loans shall immediately convert to
          Base  Rate  Loans  in  accordance  with  the  terms of this Agreement.

     4.15. ILLEGALITY. Notwithstanding any other provision of this Agreement, in
     the event that it becomes unlawful for any Lender or its Applicable Lending
     Office  to  make, maintain, or fund LIBOR Loans hereunder, then such Lender
     shall  promptly notify the Borrower thereof and such Lender's obligation to
     make  or  continue  LIBOR Loans or convert Base Rate Loans into LIBOR Loans
     shall be suspended until such time as such Lender may again make, maintain,
     and fund LIBOR Loans (in which case the provisions of Section 4.14 shall be
     applicable).

     4.16.  TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to make
     a  LIBOR  Loan or to convert any Base Rate Loan into an LIBOR Loan shall be
     suspended pursuant to Sections 4.14 or 4.15 hereof (such Loans being herein
     called  "Affected  Loans"),  such  Lender's  Affected  Loans  shall  be
     automatically and immediately be converted into Base Rate Loans and, unless
     and until such Lender gives notice as provided below that the circumstances
     specified  in  Sections  4.14  or  4.15  or  hereof  that gave rise to such
     conversion  no  longer  exist:

          (a)  to  the  extent  that  such  Lender's Affected Loans have been so
     converted,  all  payments and prepayments of principal that would otherwise
     be  applied  to  such Lender's Affected Loans shall continue to be made and
     applied  as  provided  for  herein;  and

          (b) all Loans that would otherwise be made or continued by such Lender
     as  LIBOR  Loans shall be made or continued instead as Base Rate Loans, and
     all Loans of such Lender that would otherwise be converted into LIBOR Loans
     shall  be  converted  instead  into  (or  shall remain as) Base Rate Loans.

If  such  Lender gives notice to the Borrower (with a copy to the Administrative
Agent)  that  the  circumstances  specified in Sections 4.14 or 4.15 hereof that
gave  rise  to  the  conversion of such Lender's Affected Loans pursuant to this
Section  no  longer  exist  (which  such  Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the type of the Affected
Loans made by other Lenders are outstanding, such Lender's Base Rate Loans shall
be automatically converted, so that, after giving effect thereto, all Loans held
by  the  Lenders  holding  Loans  of  the type of the Affected Loans and by such
Lender  are  held  pro  rata  in  accordance  with their respective Commitments.


                                       18
<PAGE>
     4.17. USURY. Notwithstanding any provisions to the contrary in Section 4 or
     elsewhere  in any of the Loan Documents, Borrower shall not be obligated to
     pay interest at a rate which exceeds the maximum rate permitted by Law. If,
     but  for  this  Section  4.17,  Borrower  would  be deemed obligated to pay
     interest  at  a rate which exceeds the maximum rate permitted by Law, or if
     any  of  the  Loan  Obligations  is  paid  or  becomes  payable  before its
     originally scheduled Maturity and as a result Borrower has paid or would be
     obligated  to  pay  interest  at  such an excessive rate, then (i) Borrower
     shall  not  be  obligated  to  pay  interest  to  the extent it exceeds the
     interest  that  would be payable at the maximum rate permitted by Law; (ii)
     if  the  outstanding Loan Obligations have not been accelerated as provided
     in  Section 16.3.2, any such excess interest that has been paid by Borrower
     shall  be  refunded;  (iii)  if  the outstanding Loan Obligations have been
     accelerated  as  provided  in Section 16.3.2, any such excess that has been
     paid  by  Borrower  shall be applied to the Loan Obligations as provided in
     Section  16.4;  and  (iv)  the  effective  rate of interest shall be deemed
     automatically  reduced  to  the  maximum rate  permitted  by  Law.

5.   FEES.

     5.1.  CLOSING  FEE.  On  the  Effective  Date,  Borrower  shall  pay  to
     Administrative  Agent  for  the  account  of  Lenders the fee as previously
     agreed  to  by  Borrower and Administrative Agent, and Administrative Agent
     shall  pay  to  each Lender, based on each Lender's Aggregate Commitment, a
     non-refundable  Closing  Fee,  which  shall  be  deemed fully earned on the
     Effective Date and which shall be paid as follows in amount equal to 45% of
     the following: (i) .25% on the amount of a Lender's Aggregate Commitment if
     such Aggregate Commitment is less than $25,000,000, (ii) .35% on the amount
     of a Lender's Aggregate Commitment if such Aggregate Commitment is equal to
     or  greater  than  $25,000,000 but less than $50,000,000, and (iii) .50% on
     the  amount of a Lender's Aggregate Commitment if such Aggregate Commitment
     is  equal to or greater than $50,000,000. The Closing Fee is not refundable
     under any circumstance, including, without limitation, if the conditions to
     funding  are  never  met  to  the  satisfaction  of  the  Required Lenders.

     5.2. QUARTERLY FEE. On the first day of each calendar quarter following the
     Effective  Date, Borrower shall pay to Administrative Agent for the account
     of  Lenders  the  quarterly  fee  as  previously  agreed to by Borrower and
     Administrative  Agent,  and  Administrative Agent shall pay to each Lender,
     based  on  each  Lender's  Aggregate Commitment, a non-refundable Quarterly
     Fee,  which  shall be deemed fully earned on the date paid, and which shall
     be  paid  as  follows:  in amount equal to 55% of the following, payable in
     eight  equal  installments, beginning with October 1, 2001: (i) .25% on the
     amount  of  a Lender's Aggregate Commitment if such Aggregate Commitment is
     less  than  $25,000,000,  (ii)  .35%  on the amount of a Lender's Aggregate
     Commitment  if  such  Aggregate  Commitment  is  equal  to  or greater than
     $25,000,000  but  less  than $50,000,000, and (iii) .50% on the amount of a
     Lender's  Aggregate  Commitment if such Aggregate Commitment is equal to or
     greater  than  $50,000,000. Each Quarterly Fee, once due, is not refundable
     under  any  circumstance.

     5.3. UNUSED FEE. Borrower shall pay to Administrative Agent for the account
     of  Lenders,  based  on  each  Lender's  pro-rata  share, a non-refundable,
     recurring Unused Fee calculated by applying an annual rate of 0.250% to the
     Unused  Revolving Loan Commitment and the Unused Term Loan Commitment as of
     the  last  day of each fiscal month of Borrower. The "Unused Revolving Loan
     Commitment"  for  each fiscal month shall be the difference between (i) the
     lesser of the Borrowing Base and the Aggregate Revolving Loan Commitment as
     of  the  last  day  of  such  fiscal  month and (ii) the sum of the (A) the
     Aggregate  Revolving  Loan and (B) the Swingline Loan as of the last day of
     such  fiscal month. The "Unused Term Loan Commitment" for each fiscal month
     shall  be  the difference between (i) the amount of the Aggregate Term Loan
     Commitment  as of the last day of such fiscal month, and (ii) the Aggregate


                                       19
<PAGE>
     Term  Loan as of the last day of such fiscal month. The Unused Fee shall be
     payable  monthly  in  arrears  on  the 25th day of each month for the prior
     fiscal  month,  and  on  the  Revolving Loan Maturity Date or the Term Loan
     Maturity  Date,  whichever  is  later.

     5.4.  CALCULATION  OF  FEES.  All  of the foregoing fees and all other fees
     payable  to  Administrative Agent or any Lender that are based on an annual
     percentage  shall be calculated on the basis of a year deemed to consist of
     360  days  and  for  the  actual  number  of  days  elapsed.

6.   PAYMENTS.

     6.1. SCHEDULED  PAYMENTS  ON  LOANS;  APPLICATIONS  TO  LOANS.

          6.1.1. INTEREST. Borrower shall pay interest accrued on each Aggregate
               Revolving  Loan  and  on  the  Swingline  Loan monthly in arrears
               beginning  on the first day of the first calendar month beginning
               after  the Effective Date and continuing on the first day of each
               calendar  month  thereafter,  and  on the Revolving Loan Maturity
               Date.  Borrower shall pay interest accrued on each Revolving Loan
               and  the Swingline Loan after the Revolving Loan Maturity Date on
               demand. Borrower shall pay interest accrued on each Loan included
               in  the  Aggregate Term Loan monthly in arrears, beginning on the
               first  day  of  the  first  calendar  month  beginning  after the
               Effective  Date, and continuing on the first day of each calendar
               month  thereafter,  and  on the Term Loan Maturity Date. Borrower
               shall  pay  interest accrued on the Aggregate Term Loan after the
               Term  Loan  Maturity  Date  on  demand.

               6.1.1.2.  Borrower  shall pay to Administrative Agent for its own
               account  and  the  account of DFS, all interest, fees and charges
               accrued on the Aggregate Floorplan Loan and the Interim Floorplan
               Loan in accordance with the Statements of Transaction. Subject to
               the  terms  of  Sections  4.2  and  4.4  and  elsewhere  in  this
               Agreement,  interest on the Floorplan Loans to the Lenders, other
               than DFS, shall be distributed by Administrative Agent monthly in
               arrears  (with  the  right  of set off in favor of Administrative
               Agent and DFS as set forth in Section 4.4) beginning on the first
               day  of  the  first  calendar month beginning after the Effective
               Date  and  continuing  on  the  first  day of each calendar month
               thereafter,  on the Floorplan Loan Maturity Date, and, subject to
               the  terms of this Agreement, monthly thereafter for Approvals in
               effect  and  not  funded  on  the  Floorplan  Loan Maturity Date.

          6.1.2. PRINCIPAL.

               6.1.2.1.  Borrower  shall,  and  shall  cause  each other Covered
               Person  to, direct all Account Debtors to remit payments on their
               Accounts  to  one  or  another  lockboxes maintained at financial
               institutions  acceptable  to  Administrative  Agent, each under a
               lockbox  agreement  with  such financial institutions in form and
               substance satisfactory to Administrative Agent (collectively, the
               "Lockboxes")  with  all  payments  received in any such Lockboxes
               being  deposited  into  an  account at such financial institution
               (all  such  accounts  that  may  exist  from  time  to  time, are
               collectively  referred to as the "Blocked Accounts"). Each of the
               Blocked  Accounts  and  Lockboxes  shall  be  blocked in favor of
               Administrative  Agent  pursuant to one or more agreements in form
               and  substance  satisfactory  to  Administrative  Agent. Borrower
               hereby assigns and grants to Administrative Agent for the benefit


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<PAGE>
               of  Lenders,  a  first  priority Security Interest in any and all
               Blocked  Accounts  and  Lockboxes  as  security  for  payment and
               performance of the Loan Obligations. All payments received in the
               Lockboxes,  Blocked Accounts and other proceeds of Collateral and
               other funds Borrower receives directly (other than from Floorplan
               Loan  Advances,  Interim  Floorplan Loan Advances, Revolving Loan
               Advances,  Term  Loan  Advances and Swingline Advances, and other
               than funds Borrower receives directly to the extent such funds do
               not  exceed  $50,000 per calendar year in the aggregate) shall be
               paid  to  Administrative  Agent,  as  payment on the Advances, as
               provided  for  herein,  and deposited into Administrative Agent's
               account  at  such  financial institutions as Administrative Agent
               shall  direct and instruct from time to time (any such account of
               Administrative  Agent  being  the  "Cash  Collateral  Account").

                         (i)  Subject  to  Section  6.1.2.1(ii)  and  the  last
                         sentence  of  this  Section,  payments shall be paid or
                         applied by the Administrative Agent (in each case up to
                         the  outstanding  principal  amount  of  the applicable
                         Loan)  (i) first, to reduce the Swingline Loan to zero,
                         (ii) second, to the extent of any excess, to the Lender
                         also  acting as Administrative Agent in its capacity as
                         a Lender and not as Administrative Agent, to reduce any
                         LIBOR  Loans  and  then Base Rate Loans included in the
                         Aggregate  Revolving  Loan or Aggregate Term Loan owing
                         to  the  Lender acting as Administrative Agent that are
                         not  also Swingline Loans, and (iii) third, retained by
                         Administrative  Agent  in  the  Cash Collateral Account
                         (without  any  obligation  to  pay Borrower interest on
                         such  funds)  or,  if  there  is  an  Existing Default,
                         distributed  by  the  Administrative Agent to the other
                         Lenders after consultation by Administrative Agent with
                         the  other  Lenders.  Notwithstanding  the  foregoing,
                         payments,  whether  from  a Borrower or a Vendor on the
                         Interim Floorplan Loan and the Aggregate Floorplan Loan
                         owing  to Administrative Agent and the Lender acting as
                         Administrative  Agent  shall  be applied to the Interim
                         Floorplan  Loan  of  the  Administrative  Agent and the
                         Aggregate  Floorplan  Loan  of  such Lender as it deems
                         appropriate  in  its  sole  discretion.

                         (ii)  Prior  to  3:00  p.m.  (Local  Time)  on the last
                         Business  Day  of  each  calendar  week  (a "Settlement
                         Date"),  based  on  funds collected pursuant to Section
                         6.1.2.1  as  of 12:00 noon (Local Time) on the Business
                         Day  immediately  preceding such Settlement Date (under
                         all circumstances, including without limitation, during
                         the  existence  of  an  Event  of Default), each Lender
                         shall,  to  the  extent  it  does not hold its pro-rata
                         share  of  the  outstanding  Aggregate  Floorplan  Loan
                         (including,  without  limitation, any amounts for which
                         an Approval has been issued, whether or not funding has
                         occurred),  Aggregate Revolving Loan and Aggregate Term
                         Loan,  but  excluding  any  Swingline  Loan  or Interim
                         Floorplan  Loan,  purchase  from or sell to one or more
                         other  Lenders,  at  par,  which may occur by a funding


                                       21
<PAGE>
                         through  the  Administrative Agent, that portion of its
                         Loans  as  is  necessary  for it to thereafter hold its
                         pro-rata  share  of the outstanding Aggregate Floorplan
                         Loan, Aggregate Revolving Loan and Aggregate Term Loan.
                         In  order  that  the  foregoing  settlement  among  the
                         Lenders  can  be  effected on each Settlement Date, the
                         Administrative  Agent  shall,  on  or before 12:30 p.m.
                         (Local  Time)  on  such  Settlement  Date,  notify each
                         Lender  who  shall  purchase  or  sell  a Loan, or fund
                         through  the Administrative Agent, of (i) the principal
                         amount  of  the  Loan to be purchased or sold, (ii) the
                         name  of the Lender(s) which will be purchasing from or
                         selling to such Lender a Loan, and (iii) if such Lender
                         is  to  purchase  a Loan, the name of and wire transfer
                         instructions  for  the  Lender(s)  from  which the Loan
                         shall be purchased. On or before 3:00 p.m. (Local Time)
                         on  such  Settlement  Date, each such purchasing Lender
                         shall  wire transfer immediately available funds to the
                         applicable  selling  Lender(s)  the amount necessary to
                         effect  the  settlement.

               6.1.2.2.  Administrative  Agent  may,  at  any  time, in its sole
               discretion,  cause  the Settlement Date to occur more frequently,
               including,  without  limitation,  each Business Day of each week.
               Administrative  Agent  shall  notify  each  Lender  that  a given
               Business  Day  shall  be a Settlement Date by no later than 12:30
               p.m.  (Local  Time) on the Business Day immediately preceding any
               such  date.

               6.1.2.3.  MATURITY. Borrower shall repay the entire amount of the
               Aggregate  Revolving  Loan  on  June  25, 2004 and Borrower shall
               repay the entire amount of the Swingline Loan on demand, or if no
               demand  is  made,  on  June  25,  2004.  Borrower shall repay the
               Aggregate  Term  Loan as required by Section 6.3.2 and in full on
               the  Term  Loan  Maturity  Date.  Borrower shall repay the entire
               amount  of the Aggregate Floorplan Loan and the Interim Floorplan
               Loan  on  the  date  as  provided  in  Section 3.3.7 or specified
               elsewhere  in this Agreement or if no demand is made as set forth
               in Section 3.3.7 or elsewhere in this Agreement, then on June 25,
               2004  (such  date  being,  the  "Floorplan  Loan Maturity Date"),
               except  in  each  case  for  Approvals  issued  on  or before the
               Floorplan  Loan Maturity Date in which case they shall be paid in
               accordance  with  the  applicable  Statements  of  Transaction.

     6.2.  SPECIAL  REQUIREMENT  FOR  PAYMENTS  ON  FLOORPLAN  LOANS AND INTERIM
     FLOORPLAN  LOANS.  Borrower  will  immediately pay Administrative Agent the
     principal  indebtedness  owed  the  Administrative Agent and the Lenders on
     each  item  of  Collateral financed by the Lenders and Administrative Agent
     (as  shown  on  the  Statement  of Transaction identifying such Collateral)
     under the Floorplan Loan Facility or the Interim Floorplan Loan Facility on
     the  earliest  occurrence  of  any  of  the following events: (a) when such
     Collateral  is  lost,  stolen or damaged; (b) for Collateral financed under
     Pay-As-Sold  ("PAS")  terms  (as  shown  on  the  Statement  of Transaction
     identifying  such  Collateral),  when such Collateral is sold, transferred,
     rented,  leased, otherwise disposed of or matured; (c) in strict accordance
     with  any  curtailment  schedule  for  such  Collateral  (as  shown  on the
     Statement  of  Transaction identifying such Collateral); (d) for Collateral
     financed  under  Scheduled  Payment  Program ("SPP") terms (as shown on the
     Statement of Transaction identifying such Collateral), in strict accordance
     with  the  installment  payment  schedule;  and (e) when otherwise required
     under  the  terms  of  any  financing  program  agreed to in writing by the
     Borrower  and  Administrative  Agent.  Any  third  party  discount, rebate,
     subsidy,  bonus  or  credit granted to Borrower for any Collateral will not
     reduce the Loan Obligations until Administrative Agent has received payment


                                       22
<PAGE>
     as provided in this Agreement. The Floorplan Shortfall, if any, will remain
     in  effect,  until  the  next  determination  of the Floorplan Shortfall by
     Administrative  Agent.  Borrower  promises  to  pay  all  amounts  owing to
     Administrative  Agent and the Lenders under the Floorplan Loan Facility and
     the  Interim  Floorplan  Loan  Facility  as  set  forth  herein  and in the
     Statement  of  Transaction

     6.3. PREPAYMENTS.

          6.3.1.  VOLUNTARY  PREPAYMENTS.  Subject  to  the  limitations  in the
          following  sentences,  except  for  mandatory  prepayments  and  funds
          received  by  Administrative  Agent  as  contemplated  by Section 6.1,
          Borrower  may  wholly  prepay any Base Rate Loan or LIBOR Loan that is
          included  in the Aggregate Revolving Loan, Aggregate Term Loan, or the
          Swingline  Loan,  or  prepay  any  Floorplan Loan or Interim Floorplan
          Loan,  at any time and may make a partial prepayment thereon from time
          to  time,  without penalty or premium if Borrower pays any amount that
          is  due  as  a  consequence of the prepayment of any LIBOR Loan and as
          otherwise provided for in this Agreement. All such prepayments, unless
          otherwise  expressly  stated  in writing by Borrower to Administrative
          Agent  prior  to the making of such prepayment, will be deemed made on
          the  Swingline  Loan  until  it  is reduced to zero, thereafter to the
          Interim  Floorplan Loan until it is reduced to zero, thereafter to the
          Aggregate  Term  Loan  until  it is reduced to zero, thereafter to the
          Aggregate  Floorplan  Loan until it is reduced to zero, and thereafter
          to  the Aggregate Revolving Loan until it is reduced to zero (with, in
          each  case,  the  payment  of  any  and all penalties and premiums due
          hereunder  in connection therewith), and will be applied by Lenders to
          reduce  the  Term  Loans, Floorplan Loans, and the Revolving Loans, as
          appropriate,  in  accordance  with  their  respective pro-rata shares.

          6.3.2.  MANDATORY  PREPAYMENTS. If at any time the Aggregate Revolving
          Loan  exceeds  the  Maximum  Available Amount (which can be a negative
          number),  whether  as  a  result of optional Swingline Advance made by
          Administrative  Agent  as contemplated by Section 3.4.2, or otherwise,
          Borrower  shall  on  demand  make  a  payment  in  the  amount  of the
          difference  to  Administrative Agent for the account of Administrative
          Agent  on  the  Swingline  Loan and Lenders on the Aggregate Revolving
          Loan. Each such prepayment will be applied by Administrative Agent and
          Lenders  first  to  reduce  the  Swingline Loan until it is reduced to
          zero,  then to reduce the LIBOR Loans (which Borrower acknowledges may
          result  in  the  payment  of  fees and costs) that are included in the
          Aggregate  Revolving  Loan (and consequently a ratable portion of each
          Lender's  Revolving  Loan) and then to reduce the Base Rate Loans that
          are  included  in  the  Aggregate  Revolving  Loan (and consequently a
          ratable  portion of each Lender's Revolving Loan). In addition, on any
          date  that  the  Aggregate  Term  Loan  Commitment  is  less  than the
          outstanding  principal  amount of the Aggregate Term Loan (such amount
          being  the  "Term  Loan Difference"), then the Borrower shall, on such
          date, pay the Term Loan Difference to the Administrative Agent for the
          pro-rata  benefit  of  the  Lenders  and  failure to pay the Term Loan
          Difference  on  such  date  shall be an immediate Event of Default. In
          addition,  on  any date that Interim Floorplan Loan plus the Aggregate
          Floorplan Loan exceeds the Aggregate Floorplan Loan Facility, then the
          Borrower  shall,  on  such  date,  pay  the  such  excess  to  the
          Administrative  Agent  for  the  pro-rata  benefit  of the Lenders and
          failure to pay such excess on such date shall be an immediate Event of
          Default. Additional payments on the Term Loan may be made as set forth
          in  Section  6.1.2.1(i).

          6.3.3.  OTHER  MANDATORY  PREPAYMENTS.


                                       23
<PAGE>
               6.3.3.1.  PROCEEDS  FROM  SALES  OF ASSETS. If any Covered Person
               sells any of its assets in a single transaction or related series
               of  transactions that are not in the ordinary course of business,
               Borrower  shall  make  a  payment to Administrative Agent for the
               benefit  of  the  Lenders  in  the  amount  of the gross proceeds
               therefrom  less  reasonable selling expenses and the increment in
               federal,  state  and  local  income Taxes, if any, and applicable
               transfer  Taxes,  if  any, payable as a consequence of such sale.
               Borrower  need  not make such prepayment, however, unless the net
               proceeds  from  such  sale  or  sales  exceed  $1,000,000  in the
               aggregate  in any calendar year, in the aggregate for all Covered
               Persons.

               6.3.3.2.  PROCEEDS  FROM  SALE  OF SECURITIES OR INDEBTEDNESS. If
               after  the  Execution  Date  Borrower  issues  any equity (except
               equity  issued  in  connection with a Permitted Acquisition or in
               connection  with  stock  splits or dividends payable in stock) or
               debt  securities,  or  warrants or options therefor, or otherwise
               incurs  any  Indebtedness  other  than  Permitted  Indebtedness,
               Borrower  shall  promptly  after  such  sale  make  a  payment to
               Administrative  Agent  for  the  benefit of the Lenders, based on
               each  Lender's  pro-rata  share,  to  be  applied  to  the  Loan
               Obligations,  in  an aggregate amount equal to the gross proceeds
               therefrom  less  reasonable  brokers'  and underwriters' fees and
               commissions  and  other  reasonable  issuing  expenses.

               6.3.3.3.  INSURANCE  PROCEEDS.  All  Insurance  Proceeds shall be
               deposited  in the Cash Collateral Account and shall be applied by
               Administrative  Agent  to  the  Loan  Obligations. Administrative
               Agent  is  hereby authorized to participate in any proceeding for
               the  condemnation  or  other taking of any of Borrower's property
               and  Borrower  from  time  to time will deliver to Administrative
               Agent  all  instruments  reasonably  requested  by Administrative
               Agent  to  permit  such  participation.

Every  prepayment  under  this Section  that is required to be applied to reduce
the  Aggregate Term Loan shall be distributed by Administrative Agent to Lenders
in  accordance  with their pro-rata shares of the Aggregate Term Loan Commitment
and  applied  by  Lenders  to  reduce  their Term Loans in accordance with their
respective  pro-rata  shares  of  the  Aggregate  Term  Loan  Commitment.  If
application  to  the  Term  Loans  of any prepayment required under this Section
reduces  the Term Loans (and consequently the Aggregate Term Loan) to zero, then
the  remaining  amount  of such prepayment shall be applied by Lenders to reduce
the Revolving Loans to zero (and consequently the Aggregate Revolving Loan), and
the  remaining  amount  of such prepayment shall be applied by Lenders to reduce
the  Floorplan  Loans  to  zero (and consequently the Aggregate Floorplan Loan).

     6.4. MANNER  OF  PAYMENTS  AND  TIMING  OF  APPLICATION  OF  PAYMENTS.

          6.4.1. PAYMENT REQUIREMENT. Except as provided in Section 6.1.2.1 with
          respect  to  payments  from  collected  funds  in  the Cash Collateral
          Account  and  unless  expressly  provided  to  the  contrary elsewhere
          herein,  Borrower  shall  make each payment on the Loan Obligations to
          Administrative  Agent  for  the  account  of  Lenders  (based  on each
          Lender's  pro-rata  share) as required under the Loan Documents at the
          Applicable Lending Office of the Administrative Agent on the date when
          due,  without  deduction,  set-off or counterclaim (provided, however,
          the  making  of such payment shall not constitute a waiver by Borrower
          of  counterclaims  arising  from  the  willful  misconduct  or  gross
          negligence  of Administrative Agent or the Lenders). All such payments


                                       24
<PAGE>
          will  be distributed by Administrative Agent to Lenders as provided in
          Section  17.10  for  application  to  the Loan Obligations as provided
          herein.

          6.4.2. APPLICATION OF PAYMENTS AND PROCEEDS. All immediately available
          funds  collected  pursuant  to Section 6.1.2.1 at or before 12:00 noon
          (Local  Time)  on  a Business Day excluding a Settlement Date, will be
          distributed by Administrative Agent as provided in Section 6.1.2.1(i).
          Such  funds  received  on a day that is not a Business Day, or if on a
          Business  Day,  after 12:00 noon (Local Time), will be deemed received
          on  the  immediately  following  Business  Day,  and  distributed  by
          Administrative  Agent  on  a  Settlement  Date  as provided in Section
          17.10.  The  amount so distributed to a Lender will be applied by such
          Lender  to  the  relevant  Loan  Obligation  on  the Business Day when
          received.  Borrower will also pay to Administrative Agent, for its own
          account,  such  fees  as  Administrative  Agent  generally charges its
          customers  for  each  check returned unpaid for insufficient funds (an
          "NSF  check")  (such  payment  repays Administrative Agent's estimated
          administrative  costs;  it  does  not  waive  any  Default or Event of
          Default  caused  by  the  NSF  check).

          6.4.3.  INTEREST  CALCULATION.  Interest  shall begin accruing, and be
          owing  and  payable on an Advance on the day such Advance is made by a
          Lender  to  the Administrative Agent (provided, however, that interest
          on the Aggregate Floorplan Loan and Interim Floorplan Loan shall begin
          accruing  on  the  date  of the applicable invoice, as provided in the
          applicable  Statement  of Transaction). Section 6.4.2 notwithstanding,
          for  purposes  of  interest  calculation only, (i) a payment by check,
          draft  or  other  instrument  received  at or before 12:00 noon (Local
          Time)  on  a  Business Day shall be deemed to have been applied to the
          relevant  Loan Obligation on the second following Business Day, (ii) a
          payment  by check, draft or other instrument received on a day that is
          not  a Business Day or after 12:00 noon (Local Time) on a Business Day
          shall  be  deemed to have been applied to the relevant Loan Obligation
          on the third following Business Day, (iii) a payment by ACH (Automatic
          Clearing  House)  received  at  or before 12:00 noon (Local Time) on a
          Business Day shall be deemed to have been applied to the relevant Loan
          Obligation  on  the next following Business Day, (iv) a payment by ACH
          received  on  a  day  that  is  not a Business Day or after 12:00 noon
          (Local Time) on a Business Day shall be deemed to have been applied to
          the relevant Loan Obligation on the second following Business Day, (v)
          a payment in cash or by wire transfer received at or before 12:00 noon
          (Local Time) on a Business Day shall be deemed to have been applied to
          the  relevant Loan Obligation on the Business Day when it is received,
          and  (vi) a payment in cash or by wire transfer received on a day that
          is  not  a Business Day or after 12:00 noon (Local Time) on a Business
          Day  shall  be  deemed  to  have  been  applied  to  the relevant Loan
          Obligation  on  the  next  Business  Day.

     6.5.  RETURNED  INSTRUMENTS.  If a payment is made by check, draft or other
     instrument and the check, draft or other instrument is returned unpaid, any
     application  of  the  payment  to the Loan Obligations will be reversed and
     will  be  treated  as  never  having  been  made.

     6.6.  COMPELLED RETURN OF PAYMENTS OR PROCEEDS. If the Administrative Agent
     or  any  Lender is for any reason compelled to surrender any payment or any
     proceeds  of the Collateral because such payment or the application of such
     proceeds  is for any reason invalidated, declared fraudulent, set aside, or
     determined  to  be  void  or  voidable  as  a  preference, an impermissible
     set-off,  or  a  diversion of trust funds, then this Agreement and the Loan
     Obligations to which such payment or proceeds was applied or intended to be
     applied  shall  be  revived  as  if  such  application  was never made; and
     Borrower shall be liable to pay to Administrative Agent or such Lender, and


                                       25
<PAGE>
     shall  indemnify  Administrative  Agent  and/or  such  Lender  for and hold
     Administrative Agent and/or such Lender harmless from any loss with respect
     to,  the amount of such payment or proceeds surrendered. This Section shall
     be  effective notwithstanding any contrary action that Administrative Agent
     and/or  such  Lender  may  take  in  reliance  upon its receipt of any such
     payment  or  proceeds.  Any such contrary action so taken by Administrative
     Agent and/or such Lender shall be without prejudice to Administrative Agent
     and/or  such  Lender's  rights  under this Agreement and shall be deemed to
     have  been  conditioned  upon  the  application of such payment or proceeds
     having  become final and indefeasible. The provisions of this Section shall
     survive  termination  of  the  Commitments and the indefeasible payment and
     satisfaction  of  all  of  the  Loan  Obligations.

     6.7.  DUE  DATES  NOT  ON  BUSINESS DAYS. If any payment required hereunder
     becomes  due on a date that is not a Business Day, then such due date shall
     be  deemed  automatically  extended  to  the  next  Business  Day.

7.   PROCEDURE  FOR  OBTAINING  ADVANCES.

     7.1.  INITIAL  ADVANCES. Provided that all conditions thereto hereunder are
     satisfied  and  subject  to  the limitations contained herein, Lenders will
     fund  and Administrative Agent will make the initial Revolving Loan Advance
     and  the  initial  Term  Loan  Advance,  if  any,  on the Effective Date as
     directed  by  Borrower  in  a written direction delivered to Administrative
     Agent.  The  manner  of  disbursement  shall  be  subject to Administrative
     Agent's  approval.  Administrative  Agent  will  fund  the  initial Interim
     Floorplan  Loan  in  accordance  with  its  policies  and  procedures.

     7.2.  SUBSEQUENT  REVOLVING  LOAN ADVANCES. Borrower may request subsequent
     Revolving  Loan  Advances  at  any  time, but not more often than once each
     Business  Day,  by submitting a request therefor to Administrative Agent as
     provided in Section 7.10. All requests for a Revolving Loan Advance must be
     submitted  by Borrowing Agent. Administrative Agent may treat every request
     for  a  Revolving  Loan Advance as a request for a Swingline Advance to the
     extent  the  requested  amount does not exceed the Maximum Swingline Amount
     and  as a request for a Revolving Loan Advance in the amount of the excess.
     Every request for an Revolving Loan Advance shall be irrevocable. A request
     for a Revolving Loan Advance received by Administrative Agent on a day that
     is  not  a  Business  Day or that is received by Administrative Agent after
     11:00  a.m.  (Local Time) on a Business Day shall be treated as having been
     received  by  Administrative  Agent  at 11:00 a.m. (Local Time) on the next
     Business  Day.

     7.3.  SUBSEQUENT TERM LOAN ADVANCES. Borrower may also request a subsequent
     Term  Loan Advance by submitting a request therefor to Administrative Agent
     as  provided  in Section 7.10. All requests for a Term Loan Advance must be
     submitted  by  Borrowing Agent. Every request for a Term Loan Advance shall
     be  irrevocable.  A  request  for  a  Term  Loan  Advance  received  by
     Administrative  Agent  on  a  day  that  is  not  a Business Day or that is
     received  by  Administrative  Agent  after  11:00  a.m.  (Local  Time) on a
     Business  Day  shall  be  treated as having been received by Administrative
     Agent  prior  to  11:00 a.m.  (Local  Time)  on  the  next  Business  Day.

     7.4.  SUBSEQUENT  FLOORPLAN  LOAN  ADVANCES. Administrative Agent may treat
     every  request  for  a  Floorplan  Loan Advance as a request for an Interim
     Floorplan  Loan  Advance to the extent the requested amount does not exceed
     the Floorplan Loan Facility (when added to the Aggregate Floorplan Loan and
     the Interim Floorplan Loan and all unfunded Approvals) and as a request for
     a  Floorplan  Loan  Advance  in  the  amount  of  the  excess.

          7.4.1. REPAYMENT OF THE SWINGLINE LOAN AND THE INTERIM FLOORPLAN LOAN.


                                       26
<PAGE>
               7.4.1.1.  Administrative  Agent may in its absolute discretion on
               any  Business  Day  give  notice  to Lenders of the amount of the
               Swingline Loan and/or Interim Floorplan Loan after application of
               all  payments to be applied thereto as provided elsewhere herein.
               Such  notice  shall be given no later than 1:00 p.m. (Local Time)
               and  may  include  a  demand  that  the Swingline Loan and/or the
               Interim  Floorplan  Loan  be  fully paid. If Administrative Agent
               demands that the Swingline Loan and/or the Interim Floorplan Loan
               be fully paid, then prior to 3:00 p.m. (Local Time) on such date,
               Lenders  shall  remit funds to Administrative Agent sufficient to
               reduce  the  Swingline  Loan and/or the Interim Floorplan Loan to
               zero.  The  aggregate  of  such remittances shall be treated as a
               Revolving Loan Advance and the Aggregate Revolving Loan increased
               accordingly  (in  the case of payments on the Swingline Loan) and
               as  a  Floorplan  Loan  Advance  and the Aggregate Floorplan Loan
               increased  accordingly  (in  the  case of payments on the Interim
               Floorplan  Loan).

               7.4.1.2.  If  for  any  reason,  including  the commencement of a
               proceeding  in  bankruptcy  with  respect  to  any  Borrower,
               remittances  by  Lenders  as provided above cannot be made on the
               date  otherwise  required above, then each Lender shall be deemed
               automatically  to  have purchased from Administrative Agent as of
               such  date  an  undivided  interest  and  participation  in  the
               Swingline  Loan  and  the  Interim  Floorplan  Loan equal to such
               Lender's  pro-rata  share, so as to cause such Lender to share in
               the  Swingline  Loan and the Interim Floorplan Loan in accordance
               with  its  pro-rata  share.  Each Lender shall remit its pro-rata
               share  of  the  Swingline  Loan and the Interim Floorplan Loan to
               Administrative  Agent  promptly  on  demand. All interest payable
               with  respect  to  such  Lender's pro-rata share of the Swingline
               Loan  and  the Interim Floorplan Loan shall be for the account of
               Administrative  Agent  to  the  date such remittance is made, and
               shall  be for the account of and remitted by Administrative Agent
               to  such Lender (except in the case of the Floorplan Loan, at the
               rate  designated in Section 4.3 with respect to DFS and the other
               Lenders)  as  a  participant  from such date. Further, until such
               remittance  is  made,  such  Lender  shall  pay to Administrative
               Agent, on demand, interest on such Lender's pro-rata share of the
               Swingline  Loan and the Floorplan Loan at the Federal Funds Rate,
               and such Lender shall be subject to the restrictions contained in
               Section  7.6.

          7.4.2.  ADMINISTRATIVE  AGENT'S RIGHT TO MAKE OTHER CERTAIN ADVANCES.

               7.4.2.1.  PAYMENT OF LOAN OBLIGATIONS. Administrative Agent shall
               have  the  right  to  make  Revolving  Loan Advances or Term Loan
               Advances  at  any  time  and  from  time  to time to cause timely
               payment  of  any  of  the  Loan  Obligations,  including  without
               limitation,  to  pay  interest on the Swingline Loan, the Interim
               Floorplan  Loan, the Aggregate Floorplan Loan, the Aggregate Term
               Loan, and the Aggregate Revolving Loan, and to pay the Unused Fee
               and  any  other  fees  owing to the Lenders or the Administrative
               Agent;  provided,  however,  with respect to third party fees, if
               there  is no Existing Default, Administrative Agent shall use its
               reasonable  efforts  to  give prior notice to the Borrower of the
               payment  of  any  such  fees  from  an Advance (but shall have no
               liability  for  its  failure  to  notify  Borrower,  and any such
               failure  shall  not  give  rise  to a claim or cause of action by
               Borrower against Administrative Agent or any Lender). If there is
               no  Existing  Default,  Administrative Agent shall use reasonable


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<PAGE>
               efforts  to  notify Borrower (but shall have no liability for its
               failure  to  notify Borrower and such failure shall not give rise
               to  a claim or cause of action by Borrower against Administrative
               Agent  or  any Lender) on the day it makes an to pay any interest
               owing  hereunder  or  the  Unused  Fee.  Administrative Agent may
               select  the  Advance  Date for any such Advance, but such Advance
               Date  may  only be a Business Day. Administrative Agent will give
               notice  to  Borrower  after  any  such  Advance  is  made.

               7.4.2.2.  PAYMENTS  TO  OTHER  CREDITORS. If Administrative Agent
               becomes obligated to reimburse or pay to any creditor of Borrower
               any  amount  in  order to (i) obtain a release of such creditor's
               Security  Interest in any of the Collateral, other than Permitted
               Security  Interests,  or  (ii) otherwise satisfy an Obligation of
               Borrower  to  such  creditor  to  the  extent  not  indefeasibly
               satisfied  by  the  initial  Advances,  then Administrative Agent
               shall  have  the  right  (but  shall  have no obligation) to make
               Advances  for  that  purpose. Administrative Agent may select the
               Advance Date for any such Advance, but such Advance Date may only
               be  a  Business  Day.  Administrative  Agent  will give notice to
               Borrower  after  any  such  Advance  is  made.

     7.5. FUNDINGS.

          7.5.1. ADVANCES. Not later than 1:00 p.m. (Local Time) on each Advance
          Date for a Floorplan Loan Advance, Revolving Loan Advance or Term Loan
          Advance, Administrative Agent shall promptly notify each Lender of the
          amount  of  the  Floorplan Loan Advance, the Revolving Loan Advance or
          Term  Loan  Advance to be made on that Advance Date. Each Lender shall
          make immediately available to Administrative Agent by 3:00 p.m. (Local
          Time)  on  the  Advance Date funds consisting solely of Dollars in the
          amount of its pro-rata share of such Floorplan Loan Advance, Revolving
          Loan  Advance  or  Term Loan Advance, rounded to the nearest penny, in
          accordance  with  such  remittance  instructions  as  may  be given by
          Administrative  Agent  to  Lenders  from  time  to  time.

          7.5.2.  ALL  FUNDINGS  RATABLE.  All  fundings of Advances (other than
          Swingline  Advances and Interim Floorplan Loan Advances) shall be made
          by Lenders as provided herein in accordance with their pro-rata shares
          of  the  respective  Aggregate  Commitments,  as applicable. Except as
          otherwise  expressly  provided herein, a Lender shall not be obligated
          to  fund  Revolving  Loan  Advances that would result in such Lender's
          Revolving Loan exceeding its Revolving Loan Commitment, fund Term Loan
          Advances  that  would  result in its Term Loan exceeding its Term Loan
          Commitment,  fund  Floorplan  Loan  Advances  that would result in its
          Floorplan  Loan  exceeding  its  Floorplan  Loan  Facility,  or  make
          available  any  more  than  its  pro-rata  share  of  any  Advance.

     7.6. ADMINISTRATIVE  AGENT'S  AVAILABILITY  ASSUMPTION.

          7.6.1.  Unless Administrative Agent has been given written notice by a
          Lender  prior  to  an Advance Date that such Lender does not intend to
          make  immediately  available  to  Administrative  Agent  such Lender's
          pro-rata  share  of  the  Advance  which  Administrative  Agent may be
          obligated  to make on the Advance Date, including, without limitation,
          any  Advance  that  may  be  made based on the issuance of an Approval
          Administrative Agent may assume that such Lender has made the required
          amount  available  to  Administrative  Agent  on  the Advance Date and
          Administrative  Agent  may,  in  reliance  upon  such assumption, make


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<PAGE>
          available to Borrower a corresponding amount. Failure of any Lender to
          pay  its  pro-rata  share  of  the  Swingline Loan, any Floorplan Loan
          (whether  based  on  the  issuance  of  an Approval or otherwise), the
          Interim  Floorplan  Loan (whether based on the issuance of an Approval
          or  otherwise),  any  Term  Loan,  or  any Revolving Loan or any other
          amount  owing hereunder by a Lender upon demand shall make such Lender
          a  "Defaulting  Lender".  If  such corresponding amount is not in fact
          made  immediately available to Administrative Agent by such Defaulting
          Lender  on the Advance Date, Administrative Agent shall be entitled to
          recover  such  corresponding  amount  on  demand  from such Defaulting
          Lender.  If  such  Defaulting  Lender  does not pay such corresponding
          amount  immediately  upon Administrative Agent's demand therefor, then
          Administrative  Agent  shall  promptly  notify  Borrower and the other
          Lenders  and  Borrower  shall  pay  such  corresponding  amount  to
          Administrative Agent within one (1) Business Day. Administrative Agent
          shall  also be entitled to recover, either from such Defaulting Lender
          or  Borrower,  interest on such corresponding amount for each day from
          the  date  such  corresponding  amount  was  made  available  by
          Administrative Agent to Borrower to the date such corresponding amount
          is recovered by Administrative Agent, at a rate per annum equal to (i)
          if  paid  by  such Lender, the cost to Administrative Agent of funding
          such  amount  at  the Federal Funds Rate, or (ii) if paid by Borrower,
          the  applicable  rate  for the Advance in question determined from the
          request  therefor.  Each  Lender  shall  be obligated only to fund its
          pro-rata  share  of  an  Advance  subject  to the terms and conditions
          hereof,  regardless  of  the  failure  of  another  Lender to fund its
          pro-rata  share  thereof.

          7.6.2.  Each remittance or payment or Advance required to be made by a
          Lender  shall  be made in accordance with its pro-rata share and shall
          be  made  notwithstanding that (i) the amount of the aggregate of such
          remittances  by Lenders may not be in the minimum amount for Revolving
          Loan  Advances,  Term  Loan  Advances,  or  Floorplan Loan Advances or
          otherwise  required  hereunder,  (ii)  any  conditions  to Advances in
          Section  10  may  not  be  then  satisfied, (iii) there is an Existing
          Default,  (iv)  the  aggregate  amount  of such remittances by Lenders
          would  result  in  the  Aggregate Revolving Loan exceeding the Maximum
          Available  Amount  or  the  aggregate  amount  of  such remittances by
          Lenders  would result in the Aggregate Floorplan Loan plus the Interim
          Floorplan  Loan exceeding the value of the Collateral advanced against
          thereunder  or  the Aggregate Floorplan Loan Facility or the Aggregate
          Term  Loan exceeding the Term Loan Commitment, or (v) such remittances
          by  Lenders  may be made after the Revolving Loan Maturity Date or the
          Floorplan  Loan  Maturity  Date or the Term Loan Maturity Date, as the
          case  may  be; provided, however, that in no event shall any Lender be
          required  to  make  any  such  remittance  that  would  result  in the
          Revolving  Loan  of such Lender exceeding such Lender's Revolving Loan
          Commitment  or  the  Floorplan  Loan  of  such  Lender  exceeding such
          Lender's  Floorplan  Loan  Facility  or  the  Term Loan of such Lender
          exceed  such  Lender's  Term  Loan  Commitment.

          7.6.3.  In  addition,  with  respect to any Defaulting Lender, until a
          payment  or  Advance is paid to Administrative Agent (with interest at
          described  above),  (i)  such  Defaulting  Lender  shall  permit  the
          Administrative Agent the unconditional and irrevocable right of setoff
          against  any  amounts  (including,  without  limitation,  payments  of
          principal, interest, and fees, as well as indemnity payments) received
          by  Administrative  Agent  hereunder  for  the  benefit  of  any  such
          Defaulting  Lender, and (ii) if such failure to pay shall continue for
          a  period of three Business Days, result in any such Defaulting Lender
          forfeiting  any  right to vote on any matter that the Required Lenders
          or  all  Lenders  are  permitted  to  vote  for  hereunder  (and  the


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<PAGE>
          calculation of Required Lenders shall exclude such Defaulting Lender's
          interest  in  the  Lenders'  Exposure); provided, however, once such a
          failure is cured, then such Lender shall, subsequent thereto, have all
          rights hereunder; provided, further, however, if any Lender shall fail
          to  make such a payment within the three Business Day period specified
          in  clause  (ii)  above  (other  than  by  reason of events beyond the
          reasonable control of such Lender) three or more times during the term
          hereof,  such  Lender  shall  permanently  forfeit  its  right to vote
          hereunder  (and the calculation of Required Lenders shall exclude such
          Defaulting  Lender's  interest  in  the  Lenders'  Exposure).

     7.7.  DISBURSEMENT.  Provided  that  all  conditions  precedent herein to a
     requested  Advance  or,  if  applicable,  a  Swingline  Advance  or Interim
     Floorplan Loan Advance, have been satisfied, Administrative Agent will make
     the  amount  of such requested Advance available to Borrower or in the case
     of  an  Interim  Floorplan  Loan Advance or a Floorplan Loan Advance to the
     appropriate Vendor, on the applicable Advance Date in immediately available
     funds  in  Dollars  at  the  Applicable  Lending  Office.

     7.8.  RESTRICTIONS ON ADVANCES. No more than one Revolving Loan Advance and
     no  more than one Swingline Advance will be made on any one day pursuant to
     a  request for a Revolving Loan Advance. No more than one Term Loan Advance
     will  be made pursuant to a request for a Term Loan Advance on any one day.
     Advances  will  only  be  made  for the purposes permitted in Section 13.1.

     7.9.  EACH ADVANCE REQUEST A CERTIFICATION. Each submittal of a request for
     an  Advance  by  a  Borrowing  Officer  shall constitute a certification by
     Borrower  that  (i)  there  is  no  Existing  Default,  (ii) all conditions
     precedent  hereunder  to  the  making  of  the  requested Advance have been
     satisfied, and (iii) the Representations and Warranties are then true, with
     such exceptions as have been disclosed to Lenders in writing by Borrower or
     any  Guarantor making such Representations and Warranties from time to time
     and  are  satisfactory  to  the  Required  Lenders, and will be true on the
     Advance  Date,  as  applicable,  as  if  then  made  with  such exceptions.

     7.10.  REQUIREMENTS  FOR  EVERY  ADVANCE  REQUEST.  Subject to the terms of
     Section  10  and  the  other  provisions of this Agreement, with regards to
     Swingline  Loans,  Revolving  Loan Advances, and Term Loan Advances, only a
     request  (which  shall be in writing in the form attached hereto as Exhibit
     7.10  and mailed, personally delivered or telecopied as provided in Section
     20.1)  from  a Borrowing Officer of Borrowing Agent to Administrative Agent
     that  specifies  the amount of the Advance to be made, the Advance Date for
     the  requested  Advance  shall  be  treated as a request for an Advance. No
     Advance  Date  for  any requested Advance may be other than a Business Day.
     With  regards  to  Swingline  Loans, Revolving Loan Advances, and Term Loan
     Advances, a request for an Advance must be given prior to 11:00 a.m., Local
     Time, on the Advance Date for such Advance. Subject to the terms of Section
     10  and the other provisions of this Agreement, Floorplan Loan Advances and
     Interim  Floorplan  Loan  Advances  will  be  funded  in  accordance  with
     Administrative  Agent's  procedures.

     7.11.  EXONERATION  OF  ADMINISTRATIVE  AGENT  AND  LENDERS.  Neither
     Administrative  Agent  nor any Lender shall incur any liability to Borrower
     for  treating a request that meets the express requirements of Section 7.10
     as  a  request  for  an  Advance,  as  applicable,  if Administrative Agent
     believes  in  good  faith that the Person making the request is a Borrowing
     Officer  of  Borrowing  Agent.  Neither Administrative Agent nor any Lender
     shall incur any liability to Borrower for failing to treat any such request
     as  a  request  for  an  Advance,  as  applicable,  if Administrative Agent
     believes  in  good  faith  that  the  Person  making  the  request is not a
     Borrowing  Officer  of  Borrowing  Agent.


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<PAGE>
8.  SECURITY.  As  security  for  the  payment  and  performance  of  the  Loan
Obligations,  and  also  as  security  for  the  payment  and performance of all
Obligations  to  Administrative  Agent, Borrower shall on the Execution Date and
from  time  to  time thereafter execute and deliver, or cause to be executed and
delivered, to Administrative Agent such security agreements, mortgages and other
security  documents  as they relate to the Collateral as reasonably requested by
Administrative  Agent  from  time  to  time,  including, without limitation, the
following  documents,  each in form and substance satisfactory to Administrative
Agent  and  the  Required  Lenders:

     8.1.  LANDLORD  CONSENTS.  With  respect  to  any  real  property leased by
     Borrower  or  any  other  Covered Person, whether on, prior to or after the
     Effective  Date,  Borrower  shall  cause  to be delivered to Administrative
     Agent  such  landlord consents and nondisturbance and attornment agreements
     as  Administrative  Agent  shall  reasonably  request.

     8.2.  MORTGAGEE CONSENT AGREEMENTS. With respect to any real property owned
     by  Borrower or any other Covered Person, whether on, prior to or after the
     Effective  Date  if  there  shall  be  a mortgagee or other lienholder with
     respect  to  such  real  property,  Borrower shall cause to be delivered to
     Administrative  Agent  such  consents  and  nondisturbance  and  attornment
     agreements  from  each such mortgagee or lienholder as Administrative Agent
     shall  reasonably  request.

     8.3.  SECURITY  AGREEMENTS.  Security agreements granting to Administrative
     Agent  for  the benefit of Lenders a first priority Security Interest under
     the  UCC  in all of the Goods, Equipment, Accounts, Inventory, Instruments,
     Documents,  Chattel  Paper, General Intangibles and other personal property
     of  Borrower,  any other Covered Person and every Subsidiary of Borrower or
     any  other Covered Person, whether now owned or hereafter acquired, and all
     proceeds  thereof,  subject  only to Permitted Security Interests affecting
     such  property.

     8.4.  COLLATERAL  ASSIGNMENTS. Each of the following collateral assignments
     from  Borrower  or  any  other  Covered  Person,  each  subject to no other
     Security  Interests  except Permitted Security Interests affecting the item
     assigned:

          8.4.1.  BLOCKED ACCOUNT AND LOCKBOX ASSIGNMENTS. Assignments assigning
          to  Administrative  Agent for the benefit of Lenders all of Borrower's
          or  such  other  Covered  Person's  rights and interest in all Blocked
          Accounts  and  Lockboxes.

          8.4.2.  INTELLECTUAL  PROPERTY  ASSIGNMENTS.  Assignments assigning to
          Administrative  Agent  for the benefit of Lenders all of Borrower's or
          such  other  Covered  Person's rights and interest in all Intellectual
          Property.

          8.4.3.  ACQUISITION  DOCUMENTS  ASSIGNMENT.  Assignments  assigning to
          Administrative  Agent  for the benefit of Lenders all of Borrower's or
          such  other  Covered  Person's  rights and interest in all Acquisition
          Documents.

9.  POWER  OF  ATTORNEY.  Each  Borrower hereby authorizes (and shall cause each
other  Covered  Person  to  do  the  same)  Administrative Agent and irrevocably
appoints Administrative Agent (acting by any of its officers) as such Borrower's
agent and attorney-in-fact (which appointment is coupled with an interest and is
therefore  irrevocable)  to  do  any  of  the  following  until  all of the Loan
Obligations  are  fully  and  indefeasibly  paid  and satisfied in cash, and the
Commitments  are  terminated:

     9.1.  At any time while there is an Existing Default, (i) demand payment of
     any  Account;  (ii)  enforce payment of any Account by legal proceedings or
     otherwise;  (iii)  exercise  all  of such Borrower's rights and remedies in
     proceedings brought to collect any Account; (iv) sell or assign any Account
     upon  such  terms,  for  such  amount  and  at  such  time  or  times  as
     Administrative  Agent  deems  advisable;  (v)  settle,  adjust, compromise,


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<PAGE>
     extend  or renew any Account; (vi) discharge and release any Account; (vii)
     prepare,  file  and  sign  such  Borrower's  name  on any proof of claim in
     bankruptcy  or  other  similar  documents against an Account Debtor; (viii)
     notify  the postal authorities of any change of the address for delivery of
     such  Borrower's mail to any address designated by Administrative Agent and
     open  and  process  all  mail addressed to such Borrower; (ix) endorse such
     Borrower's  name  on  any  verification  of Accounts and notices thereof to
     Account  Debtors;  (x)  make one or more Revolving Loan Advances, Term Loan
     Advances or Floorplan Loan Advances to pay the costs and expenses of any of
     the  foregoing;  and  (xi)  do  anything  that  Administrative  Agent deems
     necessary  in its reasonable discretion to assure that the Loan Obligations
     are  fully  and  indefeasibly  paid and satisfied in cash and that Borrower
     complies with each covenant and agreement contained herein and in the other
     Loan  Documents.

     9.2.  At any time, (i) take control in any manner of any item of payment or
     proceeds of any Account; (ii) have access to any lockbox or postal box into
     which such Borrower's mail is deposited; (iii) endorse such Borrower's name
     upon  any  items  of  payment  and  deposit the same in the Cash Collateral
     Account  and apply the proceeds thereof to the Loan Obligations as provided
     herein; (iv) endorse such Borrower's name upon any chattel paper, document,
     instrument,  invoice,  or  similar  document  or  agreement relating to any
     Account or other item of the Collateral; and (v) execute in such Borrower's
     name  and  on  such Borrower's behalf any financing statement or amendments
     thereto,  or  such  mortgages,  deeds  of trust or other security documents
     deemed  necessary  or  appropriate  by  Administrative  Agent to assure the
     perfection  or  continued  perfection  of  Administrative  Agent's Security
     Interests  in  the  Collateral  for  the  benefit  of  Lenders.

The  foregoing  power of attorney and authorization shall be deemed irrevocable,
but  shall  be automatically revoked only upon the full and indefeasible payment
in  cash of all of the Loan Obligations, and the termination of the Commitments.

10.  CONDITIONS  OF  LENDING.

     10.1.  CONDITIONS  TO  ADVANCE. Lenders will have no obligation to fund the
     initial  Revolving  Loan  Advance,  the  initial  Term Loan Advance, or the
     initial  Floorplan  Loan  Advance or any subsequent Revolving Loan Advance,
     subsequent  Term  Loan  Advance,  or  Floorplan  Loan  Advance  unless:

          10.1.1.  LISTED  DOCUMENTS AND OTHER ITEMS. Administrative Agent shall
          have received on or before the Effective Date all of the documents and
          other  items  listed  or described in Exhibit 10.1.1 hereto, with each
          being  satisfactory  to  Lenders and (as applicable) duly executed and
          (also  as  applicable)  sealed,  attested, acknowledged, certified, or
          authenticated.

          10.1.2.  FINANCIAL  CONDITION.  Lenders shall have determined to their
          satisfaction that the financial statements of Borrower for the periods
          ended  April  5,  2001  (the  "Initial Financial Statements"), and the
          projections  of Borrower's financial condition, results of operations,
          and  cash  flow  statements  of  Borrower  for the period ending as of
          January  5,  2004,  as  furnished  to  Administrative  Agent and other
          information  furnished to Administrative Agent by Borrower (i) for the
          periods  ended  on or before the Effective Date, fairly and accurately
          reflect  the  business  and  financial condition of Borrower, its cash
          flows and the results of its operations for such periods in accordance
          with  GAAP, and (ii) for the periods that will end after the Effective
          Date,  fairly  and  accurately  forecast  the  business  and financial
          condition  of  Borrower,  its  cash  flows,  and  the  results  of its
          operations  for  such  periods  in  accordance  with  GAAP.


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<PAGE>
          10.1.3.  INTERCREDITOR  AGREEMENTS.  The  Other  Creditor Indebtedness
          Documents  shall be executed and in form and substance satisfactory to
          Administrative  Agent and the Required Lenders, and each Intercreditor
          Agreement  shall  be  in  form  and  substance  satisfactory  to
          Administrative  Agent  and  the  Required  Lenders and shall have been
          executed  and  shall  remain  in  effect.

          10.1.4.  DEFAULT. There shall be no Existing Default and no Default or
          Event  of  Default  will  occur  as  a  result  of  such Advance being
          requested  or  made  or  the  application  of  the  proceeds  thereof.

          10.1.5.  PERFECTION  OF  SECURITY  INTERESTS.  Every Security Interest
          required  to  be  granted  by  Borrower  to Administrative Agent under
          Section 8 shall have been perfected and shall be, except for Permitted
          Security  Interests,  as  otherwise  satisfactory  to Lenders, a first
          priority  Security  Interest.

          10.1.6.  REPRESENTATIONS  AND  WARRANTIES.  The  Representations  and
          Warranties  shall  be  true  and  correct.

          10.1.7.  MATERIAL  ADVERSE  CHANGE.  Since  the  date  of  the Initial
          Financial  Statements delivered to Administrative Agent for the period
          ending  April  5, 2001, there shall not have been any change which has
          or  is  reasonably  likely  to  have  a Material Adverse Effect on any
          Covered  Person.

          10.1.8.  PENDING  MATERIAL  PROCEEDINGS.  There  shall  be  no pending
          Material  Proceedings.

          10.1.9.  PAYMENT  OF  FEES. Borrower shall have paid and reimbursed to
          Administrative Agent and the Lenders all fees, costs and expenses that
          are  payable  or  reimbursable to Administrative Agent and the Lenders
          hereunder  on  or  before  the  Effective  Date.

          10.1.10.  TAX  RETURNS.  Administrative  Agent shall have received the
          consolidated  annual  federal  tax returns and filings of Borrower for
          the past three fiscal years (except for tax returns which (i) Borrower
          is  not  yet required to have filed and (ii) have not yet been filed),
          and  be  satisfied  with  the  content  thereof.

          10.1.11.  OTHER  ITEMS.  Administrative Agent shall have received such
          other  consents,  approvals,  opinions,  certificates,  documents  or
          information  as  it reasonably deems necessary or shall have issued an
          Approval  as  necessary.

     10.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lenders will have no obligation to
     fund any Advance after the initial Revolving Loan Advance, the initial Term
     Loan  Advance  and  the  initial  Floorplan  Loan  Advance,  unless:

          10.2.1.  GENERAL  CONDITIONS.  All  of  the  conditions to the initial
          Advances  in  Section  10.1  (except  the condition in Section 10.1.6)
          shall  have  been  and  shall  remain  satisfied.

          10.2.2.  REPRESENTATIONS  AND  WARRANTIES.  The  Representations  and
          Warranties  are then true, with such exceptions as have been disclosed
          to  Lenders in writing by Borrower or each Guarantor from time to time
          and  are  satisfactory  to Lenders, and will be true as of the time of
          such  Advance,  as  if  then  made  with  such  exceptions.


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<PAGE>
          10.2.3. APPROVALS. With regards to a Floorplan Loan Advance or Interim
          Floorplan  Loan Advance, an Approval has been issued by Administrative
          Agent.

          10.2.4.  DEFAULT. There shall be no Existing Default and no Default or
          Event  of  Default  will  occur  as  a  result  of  such Advance being
          requested  or  made  or  the  application  of  the  proceeds  thereof.

11.  REPRESENTATIONS  AND  WARRANTIES.  Except  as  otherwise  described  in the
Disclosure  Schedule  attached  hereto  as  Exhibit  11, Borrower represents and
warrants  to  Administrative  Agent  and  Lenders  as  follows:

     11.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly organized and
     existing  in  good standing under the Laws of the state of its organization
     and is duly qualified to do business and is in good standing in every state
     where  the  nature or extent of its business or properties require it to be
     qualified  to  do business, except where the failure to so qualify will not
     have  a  Material Adverse Effect on any Covered Person. Each Covered Person
     has the power and authority to own its properties and carry on its business
     as  now  being  conducted.  The  full  and exact legal name of each Covered
     Person  and  state  of organization and formation of such Covered Person is
     set  forth  on  section  11.1  of  the  Disclosure  Schedule.

     11.2.  AUTHORIZATION. Each Covered Person is duly authorized to execute and
     perform  every  Loan  Document to which such Covered Person is a party, and
     Borrower is duly authorized to borrow hereunder, and this Agreement and the
     other  Loan  Documents have been duly authorized by all requisite corporate
     action (or in the case of Covered Persons which are not corporations, other
     organizational  action)  of  each  Covered  Person. No consent, approval or
     authorization  of,  or  declaration  or  filing  with,  any  Governmental
     Authority,  and  no  consent of any other Person, is required in connection
     with  any  Covered  Person's  execution,  delivery  or  performance of this
     Agreement  and  the other Loan Documents to which it is a party, except for
     those  already  duly  obtained.

     11.3.  DUE  EXECUTION.  Every  Loan Document to which a Covered Person is a
     party  has  been executed on behalf of such Covered Person by a Person duly
     authorized  to  do  so.

     11.4.  ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to which a
     Covered  Person  is  a  party  constitutes  the  legal,  valid  and binding
     obligation  of such Covered Person, enforceable against such Covered Person
     in  accordance with its terms, except to the extent that the enforceability
     thereof  against  such  Covered  Person  may  be  limited  by  bankruptcy,
     insolvency, reorganization, moratorium or similar Laws affecting creditors'
     rights  generally  or  by  equitable  principles  of  general  application.

     11.5.  BURDENSOME  OBLIGATIONS. No Covered Person is a party to or bound by
     any  Contract  or  is  subject to any provision in the Charter Documents of
     such  Covered  Person  which  would,  if  performed by such Covered Person,
     result  in  a  Default  or  Event of Default either immediately or upon the
     elapsing  of  time.

     11.6.  LEGAL RESTRAINTS. The execution and performance of any Loan Document
     by  a  Covered Person does not and will not violate or constitute a default
     under  the Charter Documents of such Covered Person, any Material Agreement
     of  such  Covered  Person,  or any Material Law, and does not and will not,
     except  as expressly contemplated or permitted in this Agreement, result in
     any  Security  Interest  being  imposed  on  any  of  such Covered Person's
     property.


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<PAGE>
     11.7.  LABOR  CONTRACTS  AND  DISPUTES.  There  is no collective bargaining
     agreement  or  other labor contract covering employees of a Covered Person.
     No  union  or  other  labor  organization  is seeking to organize, or to be
     recognized  as,  a  collective  bargaining  unit  of employees of a Covered
     Person.  There  is  no  pending  or,  to  Borrower's knowledge, threatened,
     strike,  work stoppage or other material labor dispute against or affecting
     any  Covered  Person or its employees, which has or could reasonably likely
     to  have  a  Material  Adverse  Effect.

     11.8.  NO  MATERIAL  PROCEEDINGS. There are no Material Proceedings pending
     or,  to  the  best  knowledge  of  Borrower,  threatened.

     11.9.  MATERIAL LICENSES. All Material Licenses have been obtained or exist
     for  each  Covered  Person.

     11.10.  COMPLIANCE WITH MATERIAL LAWS. Each Covered Person is in compliance
     with  all  Material Laws. Without limiting the generality of the foregoing:

          11.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS. The operations of
          every  Covered  Person  comply  with all applicable Environmental Laws
          except  where  the failure to be in compliance would not reasonably be
          likely  to  give  rise  to  a  Material  Adverse  Effect.

          11.10.2. PROCEEDINGS. None of the operations of any Covered Person are
          the  subject  of  any  judicial  or administrative complaint, order or
          proceeding alleging the violation of any applicable Environmental Laws
          which  would  reasonably  be likely to give rise to a Material Adverse
          Effect.

          11.10.3.  INVESTIGATIONS  REGARDING  HAZARDOUS  MATERIALS. None of the
          operations  of  any Covered Person are the subject of investigation by
          any  Governmental  Authority  regarding  the  improper transportation,
          storage,  disposal,  generation or release into the environment of any
          Hazardous Material, the results of which have or are reasonably likely
          to  have  a  Material Adverse Effect on such Covered Person, or reduce
          materially  the  value  of  the  Collateral.

          11.10.4.  NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS. No notice
          or  report  under  any  Environmental Law indicating a past or present
          spill  or  release  into the environment of any Hazardous Material has
          been  filed  within the four years ending on the Execution Date, or is
          required  to  be  filed,  by  any  Covered  Person.

          11.10.5.  HAZARDOUS  MATERIALS ON REAL PROPERTY. No Covered Person has
          at  any  time, and to Borrower's knowledge, no other Person has at any
          time  during  any  Covered  Person's  occupancy of such real property,
          transported,  stored, disposed of, generated or released any Hazardous
          Material  on  the surface, below the surface, or within the boundaries
          of  any  real property owned or operated by such Covered Person or any
          improvements  thereon  in  violation of applicable Law. No property of
          any  Covered  Person is subject to a Security Interest in favor of any
          Governmental  Authority  for any liability under any Environmental Law
          or  damages  arising  from  or  costs  incurred  by  such Governmental
          Authority in response to a spill or release of Hazardous Material into
          the  environment.

          11.10.6.  ENVIRONMENTAL  PROPERTY  TRANSFER  ACTS.  No  environmental
          property transfer acts are applicable to the transactions contemplated
          by this Agreement and each Covered Person has provided all notices and
          obtained all necessary environmental permit transfers and consents, if


                                       35
<PAGE>
          any,  required in order to consummate the transactions contemplated by
          this Agreement or the Acquisition Documents, to perfect Administrative
          Agent's  Security  Interests for the benefit of Lenders and to operate
          such  Covered  Person's  business  as  presently  or  proposed  to  be
          operated.

     11.11.  OTHER  NAMES.  Except as disclosed in writing to the Administrative
     Agent  from  time  to time with no less than thirty (30) days prior written
     notice  to  Administrative  Agent  (unless  Administrative  Agent agrees in
     writing  to a shorter period) (i) no Covered Person has used any name other
     than  the full name which identifies such Covered Person in this Agreement,
     and  (ii)  the  only trade name or style under which a Covered Person sells
     Inventory  or  creates  Accounts,  or  to  which  instruments in payment of
     Accounts are made payable, is the name which identifies such Covered Person
     in  this  Agreement.

     11.12.  PRIOR  TRANSACTIONS.  Since  January 1, 1995, no Covered Person has
     been  a  party  to  any  merger  or  consolidation,  or  acquired  all  or
     substantially  all  of  the  assets  of  any Person, or acquired any of its
     property  outside  of  the  ordinary  course  of  business.

     11.13.  CAPITALIZATION.  Each  Borrower's  authorized  capital  stock,
     partnership  interests  and membership interests and issued and outstanding
     capital  stock,  partnership  interests  and  membership  interests  is  as
     described  in  section 11.13 of the Disclosure Schedule, and all issued and
     outstanding  shares, partnership interests and membership interests of each
     Covered  Person  are  validly  issued  and  outstanding,  fully  paid  and
     non-assessable,  and  are  owned  beneficially and of record by the Persons
     listed.

     11.14.  SOLVENCY. Each Borrower is Solvent prior to and after giving effect
     to,  the making of each Advance and after giving effect to the contribution
     provisions  of  Section  16.3.9.

     11.15.  PROJECTIONS.  The  projections  of  Borrower's financial condition,
     results  of  operations,  and  cash  flow for the period through January 5,
     2004,  a  copy  of  which  have  been  delivered  to  Administrative Agent,
     represent  Borrower's  good  faith  best  estimate  of  Borrower's  future
     financial  performance  for the periods set forth therein. Such projections
     have been prepared on the basis of the assumptions set forth therein, which
     Borrower  believes  are  fair  and  reasonable  in  light  of  current  and
     reasonably  foreseeable  business  conditions.

     11.16.  FINANCIAL  STATEMENTS.  The  Financial  Statements are complete and
     correct  in  all  material  respects, have been prepared in accordance with
     GAAP, and fairly reflect the financial condition, results of operations and
     cash  flows  of  the  Persons  covered  thereby as of the dates and for the
     periods  stated  therein.

     11.17.  NO  CHANGE IN CONDITION. Since the date of the Financial Statements
     delivered to Lenders as required herein, there has been no change which has
     or  is  reasonably  likely  to  have  a  Material  Adverse  Effect.

     11.18.  NO  DEFAULTS.  No  Covered  Person  has breached or violated or has
     defaulted  under  any  Material Agreement, or has defaulted with respect to
     any  Material  Obligation  of  such Covered Person. No Default has occurred
     which is continuing and no Event of Default has occurred and is continuing.

     11.19.  INVESTMENTS. No Covered Person has any Investments in other Persons
     except  existing  Permitted  Investments.


                                       36
<PAGE>
     11.20. INDEBTEDNESS. No Covered Person has any Indebtedness except existing
     Permitted  Indebtedness.

     11.21. INDIRECT OBLIGATIONS. No Covered Person has any Indirect Obligations
     except  existing  Permitted  Indirect  Obligations.

     11.22.  ENCUMBRANCES.  None of the real property purported to be owned by a
     Covered  Person  is  subject  to  any  Encumbrances  except  Permitted
     Encumbrances.

     11.23.  OPERATING LEASES. No Covered Person has an interest as lessee under
     any  Operating  Leases  other  than  Operating  Leases  entered into in the
     ordinary  course  of  business  and  on an arm's-length basis, which in the
     aggregate  do  not  have  a monthly rental payment in excess of $1,000,000.

     11.24.  CAPITAL LEASES. No Covered Person has an interest as a lessee under
     any  Capital  Leases  other  than  Capital  Leases  that  are  Permitted
     Indebtedness.

     11.25.  OTHER  CREDITOR INDEBTEDNESS; INTERCREDITOR DOCUMENTS; TIFS/VALTECH
     DEBT; SUBORDINATED INDEBTEDNESS. There is no breach or default with respect
     to  the Other Creditor Indebtedness or the TIFS/VALTECH Debt, and the Other
     Creditor  Indebtedness and the TIFS/VALTECH Debt have each been incurred in
     accordance  with the terms of this Agreement. There is no breach or default
     by  or  attributable to a Covered Person of any obligation set forth in any
     Intercreditor  Agreement  or  any  Other  Creditor Indebtedness Document or
     TIFS/VALTECH  Debt Documents. There is no breach or default with respect to
     the  Subordinated  Indebtedness, and the Subordinated Indebtedness has been
     incurred in accordance with the terms of this Agreement. There is no breach
     or  default  by  or  attributable  to  any  holder  of  the  Subordinated
     Indebtedness  under  the  Subordination  Agreement.

     11.26. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has filed
     or  caused  to be filed all tax reports and returns required to be filed by
     it  with  any  Governmental  Authority,  except  where extensions have been
     properly  obtained. Each Covered Person has paid or made adequate provision
     for  payment  of  all  Taxes of such Covered Person, except Taxes which are
     being  diligently contested in good faith by appropriate proceedings and as
     to  which  such  Covered  Person  has  established  adequate  reserves  in
     conformity  with  GAAP.  No  Security  Interest for any such Taxes has been
     filed  and  no  claims  are  being  asserted with respect to any such Taxes
     which,  if  adversely  determined,  has  or  is reasonably likely to have a
     Material  Adverse  Effect  on  such  Covered  Person. There are no material
     unresolved  issues  concerning  any  liability  of a Covered Person for any
     Taxes which, if adversely determined, has or is reasonably likely to have a
     Material  Adverse  Effect  on  such  Covered  Person.

     11.27.  PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by each
     Covered  Person  or an ERISA Affiliate of such Covered Person qualify under
     Section 401 of the Code and are in compliance with the provisions of ERISA,
     except when the failure to comply has not or could not be reasonably likely
     to  have  a  Material  Adverse  Effect.  Except  with  respect to events or
     occurrences  which  do  not  have  and  are not reasonably likely to have a
     Material  Adverse  Effect:

          11.27.1.  PROHIBITED  TRANSACTIONS. None of such Pension Benefit Plans
          has  participated  in,  engaged  in  or been a party to any non-exempt
          prohibited  transaction  as  defined  in  ERISA  or  the  Code, and no
          officer,  director  or  employee of such Covered Person or of an ERISA
          Affiliate  of such Covered Person has committed a breach of any of the
          responsibilities or obligations imposed upon fiduciaries by Title I of
          ERISA.


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<PAGE>
          11.27.2. CLAIMS. There are no claims, pending or threatened, involving
          any  such  Pension  Benefit  Plan  by a current or former employee (or
          beneficiary thereof) of such Covered Person or ERISA Affiliate of such
          Covered  Person,  nor  is there any reasonable basis to anticipate any
          claims  involving  any such Pension Benefit Plan which would likely be
          successfully  maintained  against  such  Covered  Person or such ERISA
          Affiliate.

          11.27.3.  REPORTING  AND  DISCLOSURE  REQUIREMENTS.  There  are  no
          violations of any reporting or disclosure requirements with respect to
          any  such  Pension Benefit Plan and none of such Pension Benefit Plans
          has  violated  any  applicable  Law,  including  ERISA  and  the Code.

          11.27.4.  ACCUMULATED FUNDING DEFICIENCY. No such Pension Benefit Plan
          has (i) incurred an accumulated funding deficiency (within the meaning
          of  Section  412(a)  of  the Code), whether or not waived; (ii) been a
          Pension  Benefit Plan with respect to which a Reportable Event (to the
          extent  that  the  reporting  of such events to the PBGC within thirty
          days  of  the  occurrence  has  not  been  waived) has occurred and is
          continuing; or (iii) been a Pension Benefit Plan with respect to which
          there  exist  conditions  or events which have occurred that present a
          significant  risk  of  termination of such Pension Benefit Plan by the
          PBGC.

          11.27.5.  MULTI-EMPLOYER  PLAN.  All Multi-employer Plans to which any
          Covered Person contributes or is obligated to contribute are listed in
          section 11.27.5 of the Disclosure Schedule. No Covered Person or ERISA
          Affiliate  of  such  Covered  Person has received notice that any such
          Multi-employer Plan is in reorganization or has been terminated within
          the  meaning  of Title IV of ERISA, and no such Multi-employer Plan is
          reasonably expected to be in reorganization or to be terminated within
          the  meaning  of  Title  IV  of  ERISA.

     11.28.  WELFARE  BENEFIT PLANS. No Covered Person or ERISA Affiliate of any
     Covered Person maintains a Welfare Benefit Plan that has a liability which,
     if  enforced  or  collected, has or is reasonably likely to have a Material
     Adverse  Effect  on  any Covered Person. Each Covered Person and each ERISA
     Affiliate  of  any  Covered  Person  has  complied in all respects with the
     applicable  requirements  of  Section  4980B  of  the  Code  pertaining  to
     continuation  coverage  as  mandated by COBRA, except any failure that does
     not  have  or  is  reasonably likely not to have a Material Adverse Effect.

     11.29.  RETIREE  BENEFITS.  No  Covered  Person  or ERISA Affiliate of such
     Covered  Person  has  an obligation to provide any Person with any medical,
     life  insurance,  or  similar benefit following such Person's retirement or
     termination  of  employment  (or to such Person's beneficiary subsequent to
     such  Person's  death)  other than (i) such benefits provided to Persons at
     such  Person's  sole  expense  and  (ii)  obligations  under  COBRA.

     11.30.  DISTRIBUTIONS.  No  Distribution  (as defined in Section 14.10) has
     been  declared,  paid  or  made  upon or in respect of any capital stock or
     other  securities  of  Borrower  on and after the Execution Date, except as
     expressly  permitted  hereby.

     11.31.  REAL  PROPERTY. Section 11.31 of the Disclosure Schedule contains a
     correct  and  complete  list  of  (i)  the  street  addresses and a general
     description  of  all real property owned by each Covered Person, and (ii) a
     list  of  all  leases,  subleases,  and  licenses  of real property by each
     Covered Person, with such Covered Person identified for each as the lessee,
     sublessee,  licensee,  lessor,  sublessor,  or  licensor,  as  is the case,
     together  with  the  street addresses and a general description of the real
     property  involved and the names and addresses of the other parties to such


                                       38
<PAGE>
     leases,  subleases,  and  licenses.  Each  of  such  leases, subleases, and
     licenses  is  valid  and enforceable in accordance with its terms and is in
     full  force  and  effect,  and  no  default  by  such Covered Person, or to
     Borrower's  knowledge,  any  other  party  to  any such lease, sublease, or
     license exists. No rental payment listed on section 11.31 of the Disclosure
     Schedule  materially  exceeds  a fair market rental rate for such property.

     11.32. STATE OF COLLATERAL AND OTHER PROPERTY. Each Covered Person has good
     and  marketable  or  merchantable  title  to all real and personal property
     purported  to  be  owned  by  it  or reflected in the Financial Statements,
     except  for  personal  property  sold  or  leased in the ordinary course of
     business after the date of the Initial Financial Statements as permitted by
     and  in  accordance  with  the  terms  of  the Loan Documents. There are no
     Security  Interests  on  any  of  the property purported to be owned by any
     Covered  Person,  including  the  Collateral,  except  Permitted  Security
     Interests.  Each  item  of  Inventory  purported to be owned or leased by a
     Covered  Person  is  in good operating condition and repair and is suitable
     for  the use to which it is customarily put by its owner, ordinary wear and
     tear and damage by acts of God excepted. Without limiting the generality of
     the  foregoing:

          11.32.1.  ACCOUNTS.  With respect to each Account scheduled, listed or
          referred  to  in  reports  submitted  by  any  Covered  Person  to
          Administrative  Agent  pursuant  to  the  Loan  Documents,  except  as
          disclosed  therein: (i) the Account arose from a bona fide transaction
          completed  in accordance with the terms of any documents pertaining to
          such  transaction; (ii) the Account is not evidenced by a judgment and
          there  is  no  material dispute respecting it; (iii) the amount of the
          Account  as shown on the applicable Covered Person's books and records
          and  all  invoices  and  statements  which  may  be  delivered  to
          Administrative  Agent with respect thereto are owing to the applicable
          Covered  Person  and  are not in any way contingent; (iv) there are no
          known  set-offs,  counterclaims  or disputes existing or asserted with
          respect  to the Account and the applicable Covered Person has not made
          any  agreement  with  any  Account  Debtor for any deduction therefrom
          except  a  discount  or  allowance  allowed  by the applicable Covered
          Person  in the ordinary course of its business for prompt payment; (v)
          there  are no facts, events or occurrences which in any way impair the
          validity  or  enforcement  of the Account or tend to reduce the amount
          payable  thereunder  as shown on the applicable Covered Person's books
          and  records  and  all  invoices  and  statements  delivered  to
          Administrative  Agent  with  respect  thereto;  (vi)  the  Account  is
          assignable;  (vii)  the  Account  arose  in the ordinary course of the
          applicable  Covered  Person's business; (viii) the Account Debtor with
          respect to the Account has the capacity to contract; (ix) the services
          furnished,  goods  sold and/or goods leased giving rise to the Account
          are not subject to any Security Interest except the perfected Security
          Interest  granted  to  Administrative Agent for the benefit of Lenders
          and  except  the  Permitted  Security  Interests;  (x)  there  are  no
          proceedings  or  actions  which  are threatened or pending against the
          Account  Debtor with respect to the Account; and (xi) no payments have
          been or will be made on the Account except payments promptly delivered
          to  the  Blocked Accounts at the financial institutions as provided in
          this  Agreement.

          11.32.2.  INVENTORY.  With  respect to Inventory of each Borrower: (i)
          such  Inventory  (except for Inventory in transit or in the possession
          of  such  Covered  Person's customers) is located at one or another of
          the  premises  listed in section 11.32.2 of the Disclosure Schedule as
          being  a  location  of  such Borrower's Inventory; (ii) the applicable
          Covered  Person has good and merchantable title to such Inventory or a
          good and valid leasehold interest as lessee to such Inventory, subject
          to  no  Security Interest whatsoever except for the perfected Security
          Interest  granted  to  Administrative Agent for the benefit of Lenders


                                       39
<PAGE>
          and except for Permitted Security Interests; (iii) such is of good and
          merchantable  quality,  free  from  any  material  defects;  (iv) such
          Inventory is not subject to any licensing, patent, royalty, trademark,
          trade name or copyright agreements with any third parties; and (v) the
          completion  of  manufacture  and  sale, lease, or other disposition of
          such  Inventory  by Administrative Agent or Lenders following an Event
          of  Default  shall not require the consent of any Person and shall not
          constitute  a  breach  or  default  under any contract or agreement to
          which  any  Covered  Person  is  a  party or to which the Inventory is
          subject.

          11.32.3.  EQUIPMENT.  With respect to each Covered Person's equipment:
          (i)  such  Covered  Person has good and marketable title thereto; (ii)
          none of such equipment is subject to any Security Interests except for
          the  perfected  Security  Interest granted to Administrative Agent for
          the  benefit  of  Lenders  pursuant  hereto  and  except for Permitted
          Security  Interests;  (iii)  such  equipment  (except for equipment in
          transit)  is  located  at  one  or  another  of the premises listed in
          section  11.32.2  of  the  Disclosure  Schedule  as a location of such
          Covered  Person's  equipment;  and  (iv) such equipment is of good and
          merchantable  quality,  free  from any material defects, ordinary wear
          and  tear  and  damage  by  acts  of  God  excepted.

          11.32.4.  INTELLECTUAL  PROPERTY.  With  respect  to  the Intellectual
          Property of the Covered Persons: (i) section 11.32.4 of the Disclosure
          Schedule  contains  a complete and correct list of all of each Covered
          Person's  Intellectual Property, (ii) the Covered Person listed on the
          Disclosure  Schedule  as  the  owner thereof owns all right, title and
          interest  in,  under  and to such Intellectual Property, subject to no
          licenses or any interest therein or other agreements relating thereto,
          except  for  the Intellectual Property Assignments; (iii) none of such
          Intellectual  Property  is  subject to any pending or, to such Covered
          Person's  knowledge,  threatened  challenge;  (iv) to the knowledge of
          such Covered Person, such Covered Person has not committed any patent,
          trademark, trade name, service mark or copyright infringement, and the
          present  conduct  of  such Covered Person's business does not infringe
          any patents, trademarks, trade name rights, service marks, copyrights,
          publication  rights,  trade secrets or other proprietary rights of any
          Person;  and  (v)  there  are  no  claims  or  demands  of  any Person
          pertaining  to,  or  any  proceedings  which  are  pending  or, to the
          knowledge  of  such  Covered  Person, threatened, which challenge such
          Covered  Person's rights in respect of any proprietary or confidential
          information  or  trade  secrets  used  in  the conduct of such Covered
          Person's  business.

          11.32.5.  DOCUMENTS,  INSTRUMENTS  AND  CHATTEL  PAPER. All documents,
          instruments  and  chattel paper describing, evidencing or constituting
          Collateral,  and  all signatures and endorsements thereon by a Covered
          Person  are  complete,  valid, and genuine, and all goods evidenced by
          such  documents,  instruments and chattel paper are owned by a Covered
          Person  free  and clear of all Security Interests other than Permitted
          Security  Interests.

     11.33.  CHIEF  PLACE  OF  BUSINESS;  LOCATIONS  OF  COLLATERAL.  As  of the
             Execution  Date,

          11.33.1. the chief executive office and principal place of business of
          each Covered Person is identified in section 11.33.1 of the Disclosure
          Schedule  and  the  location  of the books and records of each Covered
          Person, and all of such Covered Person's chattel paper and all records
          of  Accounts,  are located only at the places listed and so identified
          in  section  11.33.1  of  the  Disclosure  Schedule;

          11.33.2.  the  States  in  which  any  Covered  Person is qualified to
          conduct  its  business  and the respective counties within such States
          and  the  Canadian  Provinces and other foreign jurisdictions in which


                                       40
<PAGE>
          any  Covered Person conducts its business are listed and so identified
          in  section  11.33.2  of  the  Disclosure  Schedule;  and

          11.33.3.  all  of  the Collateral is located within one or more of the
          locations  listed  in  section  11.32.2  of  the  Disclosure Schedule;
          provided,  however, that Borrower shall not be deemed to have breached
          this  Representation  and  Warranty  if  any Covered Person's customer
          moves, without Borrower's knowledge, any such Collateral to a location
          not  listed  in  section  11.32.2  of the Disclosure Schedule and such
          Collateral  will  not  remain  outside  any of the locations listed in
          section  11.32.2  of  the  Disclosure  Schedule  for  longer  than  60
          consecutive  days,  provided,  however,  if any Collateral will remain
          outside  of  any  location listed on section 11.32.2 of the Disclosure
          schedule for longer than 30 consecutive days, Borrower shall, prior to
          the  expiration  of  such  30-day  period,  give  written  notice  to
          Administrative  Agent  of  such event as required under Section 13.24.

     11.34.  WARRANTIES  AND  REPRESENTATIONS-INVENTORY.  For  each  item  of
     Inventory,  Borrower  represents  and  warrants to Administrative Agent and
     each  of  the  Lenders  that  at  all  times:  (a) all Inventory, except as
     otherwise  provided  in Section 11.33.3, will be kept only at the locations
     indicated  on Exhibit 11.32.2; (b) Borrower now keeps and will keep correct
     and  accurate  records itemizing and describing the kind, type, quality and
     quantity  of  Inventory,  Borrower's  cost  therefor  and the selling price
     thereof  and/or  the  rental/lease  rate  thereof,  the  daily  withdrawals
     therefrom  and the additions thereto; (c) Inventory not on rent are not and
     will  not be stored with a bailee, repairman, warehouseman or similar party
     without Administrative Agent's prior written consent, and if Administrative
     Agent  consents,  Borrower  will, concurrently with delivery to such party,
     cause  any such party to issue and deliver to Administrative Agent, in form
     acceptable  to  Administrative Agent, warehouse receipts, in Administrative
     Agent's  name  evidencing  the  storage  of  such Inventory, and waivers of
     warehouseman's  liens  in  favor of Administrative Agent; (d) Borrower will
     timely pay or cause to be timely paid all taxes, rents, business taxes, and
     other charges relating to the premises where the Inventory is located which
     Borrower  is  contractually or legally obligated to pay; and (e) a landlord
     consent  of  the  type  described  in  Section  8.1,  satisfactory  to
     Administrative Agent, has been obtained for each location in which Borrower
     keeps  Inventory  with  a  value  in  excess  of  $500,000.

     11.35. NO NEGATIVE PLEDGES. No Covered Person is a party to or bound by any
     Contract which prohibits the creation or existence of any Security Interest
     upon  or  assignment  or  conveyance  of any of the Collateral or any other
     asset  (regardless  of  type  or  nature)  of any Covered Person, except as
     expressly  set  forth  herein.

     11.36.  SECURITY  DOCUMENTS.

          11.36.1.  SECURITY AGREEMENTS. Each Security Agreement is effective to
          grant  to  Administrative Agent for the pro-rata benefit of Lenders an
          enforceable  Security  Interest  in  the  Personal Property Collateral
          described  therein.  Upon  appropriate  filing  (as  to  all  Personal
          Property  Collateral  in  which  a  Security Interest may be perfected
          under  the  applicable  state's UCC by filing a financing statement or
          statements)  or  Administrative Agent's taking possession (as to items
          of the Personal Property Collateral of which a secured party must take
          possession  in  order  to  perfect  a  Security  Interest  under  the
          applicable  state's  UCC),  Administrative  Agent  will  have  a fully
          perfected  Security  Interest  in  the  Personal  Property  Collateral
          described  in  each  Security  Agreement,  subject  only  to Permitted
          Security  Interests  affecting  such  Personal  Property  Collateral.

          11.36.2.  COLLATERAL  ASSIGNMENTS.


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<PAGE>
          11.36.2.1.  BLOCKED ACCOUNT AGREEMENTS. The Blocked Account Agreements
          are  effective  to  grant  to  Administrative Agent for the benefit of
          Lenders an enforceable first priority Security Interest in the Blocked
          Accounts.

          11.36.2.2.  INTELLECTUAL  PROPERTY  ASSIGNMENTS.  Each  Intellectual
          Property  Assignment is effective to grant to Administrative Agent for
          the benefit of Lenders an enforceable first priority Security Interest
          in  all  the  Intellectual Property described therein, subject only to
          Permitted  Security  Interests  affecting  such Intellectual Property.

          11.36.2.3.  ACQUISITION  DOCUMENTS  ASSIGNMENT.  Each  Acquisition
          Documents  Assignment, if any, is effective to grant to Administrative
          Agent  for  the  benefit  of  Lenders  an  enforceable  first priority
          Security  Interest  in and lien on all of Borrower's rights, remedies,
          claims  and interests under the Acquisition Documents covered thereby.

     11.37. S CORPORATION. There is no election for any Covered Person in effect
     under  Section  1362(a)  of  the  Code to be treated as an S Corporation as
     defined  in  Section  1361(a)  of  the  Code.

     11.38. SUBSIDIARIES AND AFFILIATES. Borrower has no Subsidiaries and has no
     Affiliates  who are not individuals, except those Persons listed in section
     11.38  of  the  Disclosure  Schedule.

     11.39. BANK ACCOUNTS AND LOCKBOXES. No Covered Person has any lockbox other
     than the Lockboxes allowed or required hereunder. No Covered Person has any
     bank  accounts  other than the bank accounts allowed or required hereunder.
     All  bank  accounts maintained by any Covered Person with any bank or other
     financial  institution  are  described  in  section 11.39 of the Disclosure
     Schedule.

     11.40.  MARGIN  STOCK.  No  Covered  Person  is  engaged  or  will  engage,
     principally  or  as  one  of  its  important activities, in the business of
     extending  credit  for  the  purpose of purchasing or carrying margin stock
     (within  the  meaning  of Regulation U), and no part of the proceeds of any
     Advance  will  be  used  to  purchase  or carry any such margin stock or to
     extend  credit to others for the purpose of purchasing or carrying any such
     margin  stock  or  for  any  purpose  which  violates,  or  which  would be
     inconsistent with, the provisions of Regulation U. None of the transactions
     contemplated  by  any  of  the  Loan  Documents  or  any of the Acquisition
     Documents  will  violate  Regulations  T,  U  or  X  of  the  FRB.

     11.41.  SECURITIES  MATTERS.  No  proceeds  of  any Advance will be used to
     acquire any security in any transaction which is subject to Sections 13 and
     14  of  the  Securities  Exchange  Act  of  1934.

     11.42.  INVESTMENT  COMPANY  ACT,  ETC.  No Covered Person is an investment
     company  registered  or  required  to  be  registered  under the Investment
     Company  Act  of  1940, or a company controlled (within the meaning of such
     Investment  Company  Act)  by  such  an investment company or an affiliated
     person of, or promoter or principal underwriter for, an investment company,
     as such terms are defined in the Investment Company Act of 1940. No Covered
     Person  is  subject  to regulation under the Public Utility Holding Company
     Act  of  1935,  the  Federal  Power Act, the Interstate Commerce Act or any
     other  Law  limiting  or  regulating  its ability to incur Indebtedness for
     money  borrowed.

     11.43.  NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan Documents,
     any  of  the  Financial  Statements nor any statement, list, certificate or
     other  information  furnished  or  to be furnished by Borrower or any other
     Covered  Person  to  Administrative Agent or Lenders in connection with the


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<PAGE>
     Loan Documents or any of the transactions contemplated thereby contains any
     untrue  statement  of  a  material  fact, or omits to state a material fact
     necessary  to  make  the  statements  therein  not misleading. Borrower has
     disclosed  to  Administrative  Agent  and  Lenders everything regarding the
     business,  operations, property, financial condition, or business prospects
     of itself and every Covered Person that has or is reasonably likely to have
     a  Material  Adverse  Effect  on  any  Covered  Person.

     11.44.  FILINGS. All registration statements, reports, proxy statements and
     other  documents,  if  any,  required  to  be  filed  by  Borrower with the
     Securities  and Exchange Commission pursuant to the Securities Act of 1933,
     and  the Securities Exchange Act of 1934, have been filed, and such filings
     are complete and accurate and contain no untrue statements of material fact
     or  omit  to  state  any  material  facts  required to be stated therein or
     necessary  in  order  to  make  the  statements  therein  not  misleading.

     11.45.  BROKER'S  FEES. No broker or finder is entitled to compensation for
     services  rendered  with  respect  to the transactions contemplated by this
     Agreement.

     11.46. ELIGIBILITY OF COLLATERAL. Each Account which Borrower, expressly or
     by  implication,  requests  Administrative Agent to classify as an Eligible
     Account  will,  as  of  the  time when such request is made, conform in all
     respects  to  the  requirements  of  such  classification  set forth in the
     definition  of  Eligible  Accounts  herein.

     11.47.  LOANS  TO  SHAREHOLDERS. No loans or advances have been made to any
     shareholder of any Borrower by any Borrower, nor has any shareholder of any
     Borrower  incurred  any  Indebtedness  to  any  Borrower.

12. MODIFICATION AND SURVIVAL OF REPRESENTATIONS. Borrower may at any time after
the  initial  Advances  are  made  propose  to  Lenders in writing to modify the
representations  and  warranties  in Section 11, and any other representation or
warranty made in any certificate, report, opinion or other document delivered by
Borrower  pursuant  to  the  Loan  Documents.  If the proposed modifications are
satisfactory  to  the  Required  Lenders  as  evidenced  by their written assent
thereto, then such representations and warranties shall be deemed and treated as
so  modified,  but  only  as  of  the  date  of  Borrower's written modification
proposal.  If  such  proposed modifications are not satisfactory to the Required
Lenders,  then  such  proposed  modifications  shall not be deemed or treated as
modifying  such  representations  and  warranties.  All such representations and
warranties,  as  made  or  deemed  made  as  of a particular time, shall survive
execution of each of the Loan Documents and the making of every Advance, and may
be  relied upon by Administrative Agent and Lenders as being true and correct as
of the date when made or deemed made until all of the Loan Obligations are fully
and  indefeasibly paid in cash, and all of the Commitments have been terminated.

13. AFFIRMATIVE COVENANTS. Each Borrower covenants and agrees that, while any of
the  Commitments  remains  in  effect  and until all of the Loan Obligations are
fully  and  indefeasibly paid in cash, each Borrower shall do, and each Borrower
shall  cause  each  other  Borrower  and  each  other  Covered Person to do, the
following:

     13.1.  USE  OF  PROCEEDS.  The  proceeds  of  Swingline  Advances,  Interim
     Floorplan  Loan  Advances,  the  initial  and  subsequent  Floorplan  Loan
     Advances,  the  initial  and  subsequent  Revolving  Loan Advances, and the
     initial  and subsequent Term Loan Advance shall be used solely to repay the
     Indebtedness  listed  on  Exhibit  13.1,  to fund working capital, purchase
     Inventory, to provide acquisition financing for Permitted Acquisitions, and
     general  corporate  (or  limited liability partnership or limited liability
     company)  purposes.


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<PAGE>
     13.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its existence
     in  good standing and shall maintain in good standing its right to transact
     business  in  those  states in which it is now or hereafter doing business,
     except  where  the  failure  to  so  qualify  will not have and will not be
     reasonably  likely to have a Material Adverse Effect on any Covered Person.
     Each  Covered  Person  shall  obtain and maintain all Material Licenses for
     such  Covered  Person.

     13.3.  MAINTENANCE  OF  PROPERTY  AND  LEASES.  Each  Covered  Person shall
     maintain  in  good  condition and working order (ordinary wear and tear and
     damage  by  acts  of God excepted), and repair and replace as required, all
     buildings,  equipment,  machinery,  fixtures, Inventory, and other real and
     personal  property  owned  or  leased  by  such Covered Person whose useful
     economic  life  has  not  elapsed  and  which is necessary for the ordinary
     conduct  of the business of such Covered Person, except where failure to do
     so  does  not  have  or  reasonably will likely not have a Material Adverse
     Effect.  Each  Covered  Person  shall maintain in good standing and free of
     defaults  all  of  its leases of buildings, equipment, machinery, fixtures,
     Inventory,  and other real and personal property whose useful economic life
     has  not  elapsed  and  which  is necessary for the ordinary conduct of the
     business  of  such  Covered  Person, except where the failure to be in good
     standing  or free of default would not reasonably be likely to give rise to
     a  Material  Adverse  Effect.  No  Covered  Person  shall permit any of its
     equipment,  Inventory,  or  other  property  to  become  a  fixture to real
     property  or  an accession to other personal property unless Administrative
     Agent  has  a valid, perfected and first priority Security Interest for the
     benefit  of  Lenders  in  such real or personal property. No Covered Person
     shall,  without  Administrative  Agent's  prior  written  consent, alter or
     remove  any  identifying  symbol  or  number  on  its  equipment.

     13.4.  INVENTORY.  Each  Covered  Person  shall  keep  its  Inventory  and
     Equipment, taken as a whole, in good and merchantable condition (subject to
     ordinary  wear  and  tear) at its own expense and shall hold such Inventory
     and  Equipment  for  lease,  or  to  be  furnished  in  connection with the
     rendition  of  services,  in  the  ordinary course of such Covered Person's
     business,  on  terms  which  do  not  include consignment or similar terms.

     13.5.  INSURANCE.  Each  Covered  Person shall at all times keep insured or
     cause  to  be  kept  insured,  in insurance companies having a rating of at
     least "A" by Best's Rating Service, all property owned by it of a character
     usually  insured  by  others carrying on businesses similar to that of such
     Covered Person in such manner and to such extent and covering such risks as
     such  properties  are usually insured. At all times, all Inventory shall be
     insured  for  full  replacement  value.  Each  Covered  Person shall carry,
     however,  business  interruption  insurance  in  such  amounts  as  are
     satisfactory  to  Administrative  Agent,  with  all  such  policies showing
     Administrative Agent as loss payee for the benefit of Lenders. Each Covered
     Person  shall  timely  pay  all  premiums  for such insurance. Each Covered
     Person  shall at all times carry insurance, in insurance companies having a
     rating  of  at  least  "A"  by  Best's Rating Service, against liability on
     account  of  damage  to  persons  or  property (including product liability
     insurance  and  insurance  required  under  all Laws pertaining to workers'
     compensation)  and  covering  all  other liabilities common to such Covered
     Person's  business,  in  such manner and to such extent as such coverage is
     usually  carried  by  others  conducting businesses similar to that of such
     Covered  Person.  At  all  times, Borrower shall maintain replacement value
     insurance  for  all Collateral on any ocean, waterway, interstate, highway,
     or  other  public  way.  All  policies  of  liability  insurance maintained
     hereunder  shall name Administrative Agent as an additional insured for the
     benefit of Lenders; all policies of property insurance maintained hereunder
     with  respect  to  the  Collateral  shall  reflect  Administrative  Agent's
     interest  therein  as a loss payee on an accord #27 form for the benefit of
     Lenders.  Administrative  Agent  is  authorized,  but not obligated, as the
     attorney-in-fact  for  Borrower, and every other Covered Person and for the
     benefit  of  Lenders,  (i)  prior to the occurrence of an Event of Default,
     with Borrower's consent (which consent shall not be unreasonably withheld),


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<PAGE>
     and  upon  the occurrence of an Event of Default, without Borrower's or any
     other  Covered  Person's consent, to adjust and compromise proceeds payable
     under  such  policies  of  insurance,  (ii)  to  collect,  receive and give
     receipts  for  such  proceeds  in the name of Borrower or any other Covered
     Person,  Administrative Agent and Lenders, and (iii) to endorse Borrower or
     any  other  Covered  Person's  name upon any instrument in payment thereof.
     Such  power granted to Administrative Agent shall be deemed coupled with an
     interest  and  shall  be irrevocable (until all of the Loan Obligations are
     fully and indefeasibly paid in cash and the Commitments have terminated) as
     set  forth  in  Section  9.  All policies of insurance maintained hereunder
     shall  contain  a  clause providing that such policies may not be canceled,
     reduced  in  coverage  or otherwise modified without 30 days' prior written
     notice  to  Administrative  Agent.  Borrower shall or shall cause any other
     Covered  Person upon request of Administrative Agent at any time to furnish
     to Administrative Agent updated evidence of insurance (in the form required
     as  a  condition  to  Administrative  Agent's  lending  hereunder) for such
     insurance.

     13.6.  PAYMENT  OF  TAXES  AND OTHER OBLIGATIONS. Each Covered Person shall
     promptly  pay and discharge or cause to be paid and discharged, as and when
     due,  any and all income taxes, federal or otherwise, lawfully assessed and
     imposed  upon  it,  and  any  and  all  lawful  taxes,  rates,  levies, and
     assessments  whatsoever upon its properties and every part thereof, or upon
     the  income  or profits therefrom and all claims of materialmen, mechanics,
     carriers,  warehousemen,  landlords  and  other  like  Persons  for  labor,
     materials,  supplies,  storage  or  other items or services which if unpaid
     might  be or become a Security Interest or charge upon any of its property;
     provided,  however,  that  a  Covered Person may diligently contest in good
     faith  by  appropriate  proceedings  the validity of any such taxes, rates,
     levies,  or  assessments  and  claims,  provided  such  Covered  Person has
     established adequate reserves therefor in conformity with GAAP on the books
     of  such  Covered  Person, and no Security Interest, other than a Permitted
     Security  Interest,  results  from  such  non-payment.

     13.7.  COMPLIANCE  WITH  LAWS.  Each  Covered  Person shall comply with all
     Material  Laws.  Without  limiting  the  generality  of  the  foregoing:

          13.7.1. ENVIRONMENTAL LAWS. Each Covered Person shall comply and shall
          use commercially reasonable efforts to ensure compliance by all of its
          tenants,  subtenants  and  other  occupants,  if  any,  with  all
          Environmental  Laws,  any  of which if not so complied with will or is
          reasonably  likely  to  have  a Material Adverse Effect on any Covered
          Person.

          13.7.2.  PENSION  BENEFIT  PLANS.  Each  Covered Person and each ERISA
          Affiliate  of  such  Covered  Person  shall  at  all times make prompt
          payments  or contributions to meet the minimum funding standards under
          ERISA and the Code with respect to any Pension Benefit Plan maintained
          by  such Covered Person or such ERISA Affiliate, and shall comply with
          all  reporting  and  disclosure requirements and all provisions of the
          Code  and  ERISA  applicable to any Pension Benefit Plan maintained by
          such  Covered  Person  or  such  ERISA  Affiliate.

     13.8.  DISCOVERY  AND  CLEAN-UP  OF  HAZARDOUS  MATERIAL.

          13.8.1.  IN  GENERAL.  Upon any Covered Person receiving notice of any
          violation  of  Environmental  Laws  or any similar notice described in
          Section  13.10.4,  or  upon  any  Covered Person otherwise discovering
          Hazardous  Material  on  any  property owned or leased by such Covered
          Person  which  is  in violation of, or which would result in liability
          under,  any  Environmental  Law,  the  violation  of  which  or  which


                                       45
<PAGE>
          liability  will  or  is  reasonably  likely to have a Material Adverse
          Effect  on  any Covered Person, Borrower shall: (i) promptly take such
          acts  as may be necessary to prevent danger or harm to the property or
          any Person therein as a result of such Hazardous Material; (ii) at the
          request  of  Administrative  Agent,  and  at  Borrower's sole cost and
          expense,  obtain  and deliver to Administrative Agent promptly, but in
          no event later than 90 days after such request, a then currently dated
          environmental  assessment  of the property certified to Administrative
          Agent  and  any future holder of the Loan Obligations, a proposed plan
          for  responding  to  any  environmental  problems  described  in  such
          assessment,  and  an estimate of the costs thereof; and (iii) take all
          necessary  steps  to  initiate and expeditiously complete all removal,
          remedial,  response, corrective and other action to eliminate any such
          environmental problems, and keep Administrative Agent informed of such
          actions  and  the  results  thereof.

     13.9.  TERMINATION  OF  PENSION  BENEFIT  PLAN.  No Covered Person or ERISA
     Affiliate  of  such  Covered  Person  shall  terminate or amend any Pension
     Benefit  Plan  maintained by such Covered Person or such ERISA Affiliate if
     such termination or amendment would result in any liability to such Covered
     Person  or  such  ERISA  Affiliate  under  ERISA or any increase in current
     liability  for  the  plan  year for which such Covered Person or such ERISA
     Affiliate  is  required  to  provide  security to such Pension Benefit Plan
     under  the  Code.

     13.10.  NOTICE  TO  ADMINISTRATIVE  AGENT  AND  LENDERS OF MATERIAL EVENTS.
     Borrower shall, promptly upon any Responsible Officer of Borrower obtaining
     knowledge  or  notice thereof, give notice to Administrative Agent and each
     Lender of (i) any breach of any of the covenants in Sections 13, 14, or 15;
     (ii)  any  Default  or  Event  of  Default;  (iii)  the commencement of any
     Material  Proceeding;  and  (iv)  any  loss of or damage to any assets of a
     Covered  Person  or the commencement of any proceeding for the condemnation
     or  other  taking  of  any of the assets of a Covered Person, if such loss,
     damage or proceeding has or is reasonably likely to have a Material Adverse
     Effect on such Covered Person, whether or not Insurance Proceeds are likely
     to  be  payable  as  a  consequence  of such loss, damage or proceeding. In
     addition,

          13.10.1.  Borrower  shall furnish to Administrative Agent from time to
          time  all  information  which Administrative Agent reasonably requests
          with  respect  to  the  status  of  any  Material  Proceeding.

          13.10.2.  Borrower  shall furnish to Administrative Agent from time to
          time  all  information  which Administrative Agent reasonably requests
          with  respect  to  any  Pension  Benefit Plan established by a Covered
          Person  or  an  ERISA  Affiliate  of  any  Covered  Person.

          13.10.3.  Borrower shall deliver notice to Administrative Agent of the
          establishment  of  any  Pension Benefit Plan by a Covered Person or an
          ERISA  Affiliate  of  such  Covered  Person.

          13.10.4.  Borrower  shall  promptly inform Administrative Agent of its
          receipt  of,  and  deliver  to Administrative Agent a copy of, any (i)
          notice  that  any violation of any Environmental Law or Employment Law
          may  have  been  committed  or is about to be committed by any Covered
          Person that has or which could reasonably be likely to have a Material
          Adverse  Effect,  (ii)  notice  that  any  administrative  or judicial
          complaint  or order has been filed or is about to be filed against any
          Covered  Person  alleging  violations  of  any  Environmental  Law  or
          Employment  Law or requiring such Covered Person to take any action in
          connection  with  the  release  of  any  Hazardous  Material  into the
          environment,  which  has  or  could  reasonably  be  likely  to have a
          Material Adverse Effect, (iii) notice from a Governmental Authority or
          private  party  alleging  that  a  Covered  Person  may  be  liable or


                                       46
<PAGE>
          responsible  for  costs  associated with a response to or cleanup of a
          release  of  Hazardous  Material  into  the environment or any damages
          caused  thereby,  which  has  or  could reasonably be likely to have a
          Material  Adverse Effect, (iv) notice that a Covered Person is subject
          to  federal,  state  or  local  investigation  regarding  the improper
          transportation,  storage,  disposal,  generation  or  release into the
          environment of any Hazardous Material which has or could reasonably be
          expected  to  have  a  Material Adverse Effect, or (v) notice that any
          properties  or  assets  of  a Covered Person are subject to a Security
          Interest  in  favor  of  any  Governmental Authority for any liability
          under  any Environmental Law or damages arising from or costs incurred
          by  such  Governmental Authority in response to a release of Hazardous
          Material  into  the  environment.

          13.10.5. Borrower shall deliver to Administrative Agent notice of each
          of  the following events promptly after they occur: (i) the failure of
          any  Covered  Person or ERISA Affiliate of such Covered Person to make
          any  required installment or any other required payment to any Pension
          Benefit Plan in sufficient amount to comply with ERISA and the Code on
          or  before  the  due  date  for  such installment or payment; (ii) the
          occurrence  of  any  Reportable  Event, or a prohibited transaction or
          accumulated  funding deficiency (as those terms are defined in ERISA),
          with  respect to any Pension Benefit Plan maintained or contributed to
          by  a  Covered  Person  or  an ERISA Affiliate of such Covered Person;
          (iii)  receipt  by a Covered Person or ERISA Affiliate of such Covered
          Person  of  any  notice  from  a  Multi-employer  Plan  regarding  the
          imposition  of  withdrawal  liability;  and  (iv) receipt by a Covered
          Person  or ERISA Affiliate of such Covered Person of any notice of the
          institution,  or  a Covered Person's expectancy of the institution, of
          any  proceeding  or  receipt  by  such  Covered  Person  or such ERISA
          Affiliate  of  any  notice  of the taking, or such Covered Person's or
          such  ERISA  Affiliate's expectancy of the taking, of any other action
          which  may  result  in  the  termination  of  any Pension Benefit Plan
          maintained  or  contributed  to  by  such Covered Person or such ERISA
          Affiliate, or the withdrawal or partial withdrawal by a Covered Person
          or  ERISA  Affiliate  of  such Covered Person from any Pension Benefit
          Plan, and the filing or receipt by a Covered Person or ERISA Affiliate
          of such Covered Person of any such notice and filing or receipt of all
          subsequent  reports  or  notices under ERISA with or from the IRS, the
          PBGC,  or  the  DOL  relating  to  the  same; and, in addition to such
          notice, deliver to Administrative Agent a certificate of a Responsible
          Officer  of  Borrower, setting forth details as to such events and the
          action  that  the  affected  Covered Person or ERISA Affiliate of such
          Covered  Person proposes to take with respect thereto. For purposes of
          this  Section,  each  Covered  Person  and any ERISA Affiliate of such
          Covered  Person  shall  be  deemed  to  know  all  facts  known by the
          administrator  of  any Plan of which such Covered Person or such ERISA
          Affiliate  is  the  plan  sponsor.

          13.10.6.  Borrower  shall  promptly  deliver  to  Administrative Agent
          notice  of  any  default or event of default, or the occurrence of any
          event  which  would  with  the  passage  of  time, giving of notice or
          otherwise,  constitute  a  default or event of default with respect to
          any  of  the  Permitted  Indebtedness  in  excess  of  $1,000,000.

          13.10.7.  Borrower  shall  promptly  deliver  notice to Administrative
          Agent of the assertion by the holder of any capital stock or any other
          equity  interest  in a Covered Person or any Indebtedness of a Covered
          Person  in the outstanding principal amount in the aggregate in excess
          of  $1,000,000 that a default exists with respect thereto or that such
          Covered  Person is not in compliance with the terms thereof, or of the
          threat  or  commencement  by  such  holder  of  any enforcement action
          because  of  such  asserted  default  or  noncompliance.


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<PAGE>
          13.10.8.  Borrower  shall,  promptly  after  becoming  aware  thereof,
          deliver  notice  to  Administrative Agent of any pending or threatened
          strike,  work  stoppage,  or  other material labor dispute affecting a
          Covered  Person  which  could  reasonably be likely to have a Material
          Adverse  Effect.

          13.10.9.  Borrower  shall  promptly  deliver  notice to Administrative
          Agent  of  any  change  in  the  name,  state  of  incorporation  or
          organization  or  form  of  any  Covered Person, or the trade names or
          styles  under  which  a  Covered  Person will sell Inventory or create
          Accounts,  or  to which instruments in payment of Accounts may be made
          payable,  at  least 30 days prior to such change unless Administrative
          Agent  agrees  in  writing  to  a  shorter  period.

          13.10.10.  Borrower  shall,  promptly  after  becoming  aware thereof,
          deliver  notice  to  Administrative  Agent of any event that has or is
          reasonably  likely  to  have  a Material Adverse Effect on any Covered
          Person.

          13.10.11.  Borrower  shall,  promptly  after  becoming  aware thereof,
          deliver  notice  to  Administrative  Agent  of  an actual, alleged, or
          potential violation of any Material Law applicable to a Covered Person
          or  the  property  of  a  Covered  Person.

          13.10.12.  Borrower  shall  notify  Administrative  Agent  promptly in
          writing  of  any  fact  or  condition of which Borrower is aware which
          adversely  affects  the  value  of  the  Collateral  taken as a whole,
          including  disclosing  the  amount  of  such  loss or depreciation and
          disclosing  any  adverse  fact  or  condition or the occurrence of any
          event which causes loss or depreciation in the value of the Collateral
          of  more than $1,000,000 taken as a whole. Borrower shall provide such
          additional information to Administrative Agent regarding the amount of
          any  loss or depreciation in value of the Collateral as Administrative
          Agent  may  request  from  time  to  time.

     13.11.  Borrower  shall keep on file with Administrative Agent at all times
     an  appropriate  instrument  naming  each  Borrowing  Officer.

     13.12.  MAINTENANCE  OF  SECURITY  INTERESTS  OF  SECURITY  DOCUMENTS.

          13.12.1.  PRESERVATION  AND PERFECTION OF SECURITY INTERESTS. Borrower
          shall  promptly,  upon  the reasonable request of Administrative Agent
          and  at Borrower's expense, execute, acknowledge and deliver, or cause
          the  execution, acknowledgment and delivery of, and thereafter file or
          record  in  the  appropriate  governmental  office,  any  document  or
          instrument  supplementing  or  confirming  the  Security  Documents or
          otherwise  reasonably  deemed  necessary  by  Administrative  Agent to
          create,  preserve  or  perfect  any  Security Interest purported to be
          created  by  the  Security  Documents  or  to  fully  consummate  the
          transactions contemplated by the Loan Documents. The foregoing actions
          by Borrower shall include, without limitation, (i) filing financing or
          continuation  statements,  and  amendments thereof, and executing such
          mortgages, deeds of trust, assignments or security agreements, in form
          and substance satisfactory to Administrative Agent; (ii) delivering to
          Administrative  Agent  the  original  certificates  of title for motor
          vehicles,  or applications therefor duly executed, with Administrative
          Agent's  Security  Interest  for the benefit of Lenders properly shown
          thereon; (iii) delivering to Administrative Agent the originals of all
          instruments,  documents and chattel paper, and all other Collateral of
          which  Administrative  Agent  determines  it  should  have  physical
          possession  in  order  to  perfect  and protect Administrative Agent's
          Security Interest for the benefit of Lenders therein, duly endorsed or
          assigned  to Administrative Agent without restriction; (iv) delivering


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          to Administrative Agent warehouse receipts covering any portion of the
          Collateral  located in warehouses and for which warehouse receipts are
          issued;  (v)  transferring  Inventory  to  warehouses  designated  by
          Administrative  Agent;  (vi)  delivering  to  Administrative Agent all
          letters  of  credit  on  which  Borrower  is  named beneficiary; (vii)
          placing  a  durable  notice of the existence of Administrative Agent's
          Security  Interest  for  the  benefit  of  Lenders,  acceptable  to
          Administrative  Agent,  upon  such  items  of  the  Collateral  as are
          designated by Administrative Agent; and (viii) placing a notice of the
          existence  of Administrative Agent's Security Interest for the benefit
          of  Lenders,  acceptable  to Administrative Agent, upon those writings
          evidencing  the  Collateral  and  the  books  and  records of Borrower
          pertaining  to  the Collateral, as designated by Administrative Agent.

          13.12.2.  COLLATERAL  HELD  BY  WAREHOUSEMAN,  BAILEE,  ETC.  If  any
          Collateral  is  at  any  time  in  the  possession  or  control  of  a
          warehouseman,  bailee  or  any of Borrower's agents or processors (not
          including  any  lessee  or other person to whom Inventory is leased or
          rented in the ordinary course of such Covered Person's business), then
          Borrower  shall  notify  Administrative Agent thereof and shall notify
          such  Person  of  Administrative  Agent's  Security  Interest  for the
          benefit of Lenders in such Collateral and, upon Administrative Agent's
          request,  instruct  such  Person  to  hold  all  such  Collateral  for
          Administrative  Agent's  account  subject  to  Administrative  Agent's
          instructions. If at any time any Collateral is located on any premises
          that  are  not  owned  by  Borrower (not including any lessee or other
          person to whom Inventory is leased or rented in the ordinary course of
          such  Covered  Person's business, or other locations where Borrower is
          not obligated to pay rent for up to 30 consecutive days) then Borrower
          shall  obtain  or cause to be obtained written waivers or consents, in
          form  and  substance  satisfactory  to  Administrative  Agent,  of all
          present  and future Security Interests to which the owner or lessor or
          any  mortgagee  of such premises may be entitled to assert against the
          Collateral.

          13.12.3.  COMPLIANCE  WITH  TERMS  OF SECURITY DOCUMENTS. Each Covered
          Person shall comply with all of the terms, conditions and covenants in
          the  Security  Documents  to  which  such  Covered  Person is a party.

     13.13.  ACCOUNTING  SYSTEM.  Each Covered Person shall maintain a system of
     accounting  established  and  administered in accordance with GAAP. Without
     limiting  the  generality  of  the  foregoing:

          13.13.1.  ACCOUNT RECORDS. Each Covered Person shall maintain a record
          of  Accounts  at  its  principal  place of business that itemizes each
          Account of such Covered Person and describe the names and addresses of
          the  Account  Debtors  on such Accounts, all relevant invoice numbers,
          invoice  dates,  and  shipping  dates,  and  the due dates, collection
          histories,  and  aging  of  such  Accounts.

          13.13.2.  INVENTORY  RECORDS.  Each  Covered  Person shall maintain an
          inventory  system  satisfactory  to  Administrative  Agent.

          13.13.3.  TRACING  OF  PROCEEDS. Each Borrower shall maintain detailed
          and  accurate  accounting  and  records  of  proceeds of the Loans and
          transfers of proceeds of the Loans (i) received by it from the Lenders
          or Administrative Agent, (ii) transferred from it to any other Covered
          Person,  and (iii) received by it from another Borrower. Each Borrower
          acknowledges  that  its  ability to obtain the Loans hereunder is made
          possible  by  the  fact that the Borrowers are co-borrowers under this
          Agreement  and  the  other Loan Documents, and are engaged in a common


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<PAGE>
          enterprise.  Each  Borrower agrees that (i) the business operations of
          each  Borrower  and  each  other  Covered  Person are interrelated and
          complement  one  another,  and  such  entities  have a common business
          purpose  and  common  management,  and  (ii)  the proceeds of Advances
          hereunder  will  benefit  each  Borrower,  severally  and  jointly,
          regardless  of  which Borrower requests or receives part or all of any
          Advance.  Not  in  any  way  in limitation of any other provisions set
          forth herein, such books and records may be reviewed and copied by the
          Administrative Agent at Borrower's expense at reasonable intervals and
          upon  reasonable notice given by the Administrative Agent to Borrower.

     13.14.  FINANCIAL STATEMENTS. Borrower shall deliver to Administrative
          Agent:

          13.14.1.  ANNUAL  FINANCIAL STATEMENTS. Within 90 days after the close
          of  each  fiscal  year of Borrower, year-end reviewed consolidated and
          consolidating  financial  statements  of  each  Borrower  and  its
          Subsidiaries,  containing a balance sheet, income statement, statement
          of  cash  flows  and  a  report  by  an  independent  certified public
          accounting  firm  selected  by  Borrower  and  satisfactory  to
          Administrative Agent together with all related tax returns and filings
          (except  for  tax  returns for which the required filing date has been
          extended,  in  which  case  Borrower shall deliver such tax returns to
          Administrative  Agent  simultaneously  with  the  filing  thereof  in
          accordance  with  such  extension) and accompanied by (i) a Compliance
          Certificate  of  Borrower,  (ii)  a  certificate  of  the  independent
          certified  public  accounting  firm  that  examined  such  financial
          statements to the effect that they have reviewed and are familiar with
          this  Agreement and that, in examining such financial statements, they
          did not become aware of any fact or condition which then constituted a
          Default  or  Event of Default with respect to Section 15 herein, (iii)
          the  management  letter  and  report  on  internal  controls,  if any,
          delivered  by  such  independent  certified  public accounting firm in
          connection  with  their audit, and (iv) if requested by Administrative
          Agent,  any  summary  prepared  by  such  independent certified public
          accounting  firm  of  the  adjustments  proposed by the members of its
          audit  team.

          13.14.2.  QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the end
          of  each  fiscal  quarter  of  Borrower  management-prepared unaudited
          financial  statements  of  each  Borrower  and  every  Subsidiary of a
          Borrower  for  the  fiscal quarters not covered by the latest year-end
          financial  statements, in each case containing a balance sheet, income
          statement,  statement  of  cash  flows,  and  unaudited  consolidated
          financial  statements  of  Borrower and its Subsidiaries, in each case
          accompanied  by  (i)  a  statement comparing such financial statements
          with  budgeted projections for such fiscal quarter and for the elapsed
          portion  of  the  fiscal  year  of Borrower as contained in the annual
          budget  prepared  for such fiscal year, (ii) a statement comparing the
          statements  delivered pursuant to clause (i) above with the statements
          for  the  equivalent  fiscal  quarter  and  equivalent elapsed periods
          during  the  prior  fiscal year of Borrower, (iii) a management report
          explaining  the  significant  variances  of  the  statements delivered
          pursuant  to  clause  (i) above from the budgeted projections for such
          fiscal  quarter  and for the elapsed portion of Borrower's fiscal year
          as  contained in the annual budget prepared for such fiscal year, (iv)
          a  summary of significant items discussed at any meetings of the Board
          of  Directors  of  Borrower held during such fiscal quarter, and (v) a
          Compliance  Certificate.

     Each  Compliance  Certificate  shall be in the form of Exhibit 13.14, shall
contain  detailed  calculations  of  the  financial  measurements referred to in
Section 15 for the relevant periods, and shall contain statements by the signing
authorized  officer  (either  the  president,  any  vice  president or the chief
financial  officer) to the effect that, except as explained in reasonable detail
in  such  Compliance  Certificate,  (i)  the  attached  Financial Statements are
complete and correct in all material respects (subject, in the case of Financial


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<PAGE>
Statements  other  than  annual,  to  normal year-end audit adjustments and with
respect to Financial Statements other than annual, without footnote disclosures)
and  have  been prepared in accordance with GAAP applied consistently throughout
the  periods  covered  thereby  and  with  prior  periods  (except  as disclosed
therein), (ii) all of the Representations and Warranties are true and correct as
of the date such certification is given as if made on such date, and (iii) there
is  no  Existing  Default.  If  any  Compliance Certificate delivered to Lenders
discloses  that  a  representation  or warranty is not true and correct, or that
there is an Existing Default that has not been waived in writing by Lender, such
Compliance Certificate shall state what action Borrower has taken or proposes to
take  with  respect  thereto.

     13.15.  OTHER  FINANCIAL  INFORMATION.  Borrower  shall  also  deliver  the
     following  to  the  Administrative  Agent and to each Lender each in a form
     satisfactory  to  Administrative  Agent:

          13.15.1.  BORROWING  BASE  CERTIFICATE.  On  the  Effective  Date  and
          periodically  thereafter,  but  not  less often than monthly delivered
          within  15  days  following  the end of each fiscal month, a Borrowing
          Base  Certificate  in  substantially  the form of Exhibit 13.15.1 duly
          completed and signed by the Chief Financial Officer or other Borrowing
          Officer  of  the  Borrowing  Agent.  If  there is an Existing Default,
          Borrower  shall  provide  a Borrowing Base Certificate at least weekly
          and more often if so requested by Administrative Agent in its sole and
          absolute  discretion.  Each Borrowing Base Certificate shall be in the
          form  attached  hereto  as  Exhibit  13.15.1.  The  Borrowing  Base
          Certificate  shall  also  show  the  aggregate  amount of Accounts and
          Eligible  Accounts  of  Pomeroy  Select Integration Solutions, Inc. as
          well  as  the  aggregate  amount  of  Lease-in-Process  Inventory  and
          Lease-in-Process  Inventory  included  as  Eligible  Accounts.

          13.15.2.  SCHEDULE  OF ACCOUNTS AND SCHEDULE OF INVENTORY. Within five
          days  after the end of each fiscal month, a Schedule of Accounts and a
          Schedule of Inventory. In addition, a Schedule of Inventory shall also
          be  provided  within  20  days  after  the  end  of each fiscal month.

          13.15.3.  REPORT OF INDEBTEDNESS. Within 10 days after the end of each
          fiscal  month,  a  report  summarizing  all  Indebtedness,  including,
          Permitted  Indebtedness,  and  with  respect  thereto,  the  amounts
          outstanding  thereon,  including  interest  and  fees.

          13.15.4.  SALES  REPORT.  Within  10 days after the end of each fiscal
          month, a report showing each item of Inventory sold or leased and each
          payment  received  by  Borrower  for  such  fiscal  month.

          13.15.5.  OTHER  REPORTS  OR  INFORMATION  CONCERNING  ACCOUNTS  OR
          INVENTORY.  Such  other  reports  and  information, in form and detail
          reasonably  satisfactory  to  Administrative  Agent,  and documents as
          Administrative  Agent  may  reasonably  request  from  time  to  time
          concerning Accounts or Inventory including, to the extent requested by
          Administrative Agent, copies of all invoices, leases, bills of lading,
          shipping  receipts,  purchase  orders,  and  warehouse  receipts.

          13.15.6.  STOCKHOLDER  AND  SEC  REPORTS. Contemporaneously with their
          filing by or on behalf of Borrower or any other Covered Person, copies
          of  any  (i)  proxy statements, financial statements and reports which
          Borrower  makes  available  to  its  stockholders,  and  (ii) reports,
          registration  statements and prospectuses with any securities exchange
          or  the  Securities  and  Exchange  Commission  or  any  Governmental
          Authority  succeeding  to  any  of  its  functions.


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<PAGE>
          13.15.7.  PENSION  BENEFIT  PLAN REPORTS. Promptly upon the request of
          Administrative  Agent at any time or from time to time, a copy of each
          annual  report  or  other  filing or notice filed with respect to each
          Pension  Benefit  Plan  of a Covered Person or an ERISA Affiliate of a
          Covered  Person.

          13.15.8.  TAX  RETURNS.  Promptly  upon  the request of Administrative
          Agent at any time or from time to time, a copy of each federal, state,
          or  local  tax  return  or  report  filed  by  any  Covered  Person.

          13.15.9. LOCATIONS OF INVENTORY REPORT. Within ten (10) days after the
          end  of  each  fiscal  month,  a  listing,  by jurisdiction (including
          counties)  of  the  locations  of  Inventory.

          13.15.10.  OTHER  INFORMATION.  Promptly  upon  the  request  of
          Administrative  Agent  at  any  time  or from time to time, such other
          information  concerning  Borrower,  its  business  and/or  financial
          condition  as  Administrative  Agent  may  reasonably  request.

     13.16.  REVIEW  OF  ACCOUNTS. Not less often than annually, and promptly at
     Administrative  Agent's  request  if there is an Existing Default, Borrower
     shall  conduct  a review of its Accounts, bad debt reserves, and collection
     histories  of  Account  Debtors  and promptly following such review provide
     Administrative  Agent  with  a  report  of  such  review in form and detail
     satisfactory  to  Administrative  Agent.

     13.17.  INVENTORY.  Not  less  often  than  annually,  and  promptly  at
     Administrative  Agent's  request  if there is an Existing Default, Borrower
     shall  conduct  a  physical  count  of  its and each other Covered Person's
     Inventory  and  promptly  following  the  completion  of such count provide
     Administrative  Agent with a report thereof in form and detail satisfactory
     to  Administrative  Agent,  including  the  value  of  such  Inventory  in
     accordance  with  GAAP.

     13.18.  ANNUAL  PROJECTIONS. No less than 30 days prior to the first day of
     each  fiscal year of all Borrowers, projected balance sheets, statements of
     income  and  expense, and statements of cash flows for such fiscal year and
     the  fiscal  year immediately thereafter, on a consolidated basis, and with
     such  other  detail  as  Administrative  Agent  may  require.

     13.19.  OTHER  INFORMATION.  Upon  the  request  of  Administrative  Agent,
     Borrower  shall  promptly  deliver  to  Administrative  Agent  such  other
     information  about the business, operations, revenues, financial condition,
     property,  or business prospects of Borrower and every other Covered Person
     as  Administrative  Agent  may,  from  time  to  time,  reasonably request.

     13.20. EXAMINATIONS AND SITE VISITS BY ADMINISTRATIVE AGENT. Administrative
     Agent or Persons authorized by and acting on behalf of Administrative Agent
     or  any  Lender  may  at  any time (upon reasonable prior notice, except if
     there  is  an  Existing  Default, no prior notice shall be required) during
     normal  business  hours  examine  the  books,  records,  and assets of, and
     inspect  any  of  the  property,  locations  or operations of, each Covered
     Person  from  time  to  time,  and in the course thereof may make copies or
     abstracts  of  such books and records and discuss the affairs, finances and
     books and records of such Covered Person with its accountants, officers and
     employees,  and make such inspections as it deems necessary. Administrative
     Agent  anticipates  taking  such  action  at  least three (3) times in each
     fiscal  year  of  Borrower.  Each  Covered  Person  shall  cooperate  with
     Administrative  Agent,  Lenders  and  such  Persons  in the conduct of such
     exams,  site  visits  and  inspections  and shall deliver to Administrative
     Agent  any  instrument necessary for Administrative Agent to obtain records
     from  any  service  bureau  maintaining  records  for  such Covered Person.
     Administrative  Agent  may,  while there is an Existing Default, perform as
     many  as  examinations  as  it  may  choose,  and  Borrower  is required to
     reimburse Administrative Agent for all fees, costs and expenses incurred in
     connection  therewith.


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<PAGE>
     13.21.  VERIFICATION  OF  ACCOUNTS  AND  NOTICES  TO  ACCOUNT  DEBTORS.
     Administrative  Agent  shall  have  the  right at any time and from time to
     time, to verify the validity and amount of any Account and any other matter
     relating to an Account, by communicating in writing or orally directly with
     the  Account  Debtor  or  any Person who represents or Administrative Agent
     believes  represents  the  Account  Debtor.

     13.22.  APPRAISALS  OF  COLLATERAL.  At  Borrower's  sole cost and expense,
     Administrative  Agent  or  Persons  authorized  by  and acting on behalf of
     Administrative  Agent  may, no more than one time per calendar year so long
     as there is no Existing Default, perform or have performed on its behalf an
     appraisal  of  Borrower's  Inventory,  equipment,  and  other  assets by an
     appraiser  reasonably  acceptable to Administrative Agent and prepared on a
     basis  reasonably satisfactory to Administrative Agent. So long as there is
     an  Existing  Default,  Administrative  Agent  or Persons authorized by and
     acting  on  behalf of Administrative Agent may, at Borrower's sole cost and
     expense,  as often as Administrative Agent deems desirable, perform or have
     performed  on  its  behalf an appraisal of Borrower's Inventory, equipment,
     and  other  assets  by an appraiser reasonably acceptable to Administrative
     Agent  and  prepared  on  a basis reasonably satisfactory to Administrative
     Agent.  Each  Covered  Person shall cooperate with Administrative Agent and
     such  Persons  in  the  conduct  of  such  appraisals  and shall deliver to
     Administrative Agent or such Persons any documents or instruments necessary
     for  Administrative  Agent  or  such  Person's  to perform such appraisals.
     Borrower  shall reimburse Administrative Agent for all costs and reasonable
     expenses  actually  incurred  by  it in conducting or having conducted each
     such appraisal plus Administrative Agent's other actual out-of-pocket costs
     and  expenses.

     13.23.  ACCESS  TO  OFFICERS AND AUDITORS. Each Covered Person shall permit
     Administrative  Agent,  any Lender and Persons authorized by Administrative
     Agent  or  any  Lender  to  discuss  the  business,  operations,  revenues,
     financial condition, property, or business prospects of such Covered Person
     with its officers, employees, accountants and independent auditors as often
     as  Administrative  Agent  or  any  Lender  may  request  in its reasonable
     discretion,  and such Covered Person shall direct such officers, employees,
     accountants  and  independent  auditors  to  cooperate  with Administrative
     Agent.

     13.24. MOVEMENT OF INVENTORY. Borrower shall notify Administrative Agent in
     writing  if  Borrower  has knowledge that any Inventory will be located for
     more  than thirty (30) consecutive days outside any of the locations listed
     in  section  11.32.2  of  the  Disclosure  Schedule.

     13.25.  TITLED  ASSETS. After an Event of Default, Borrower shall cause the
     respective  titles  of  all  Collateral which are titled in the name of any
     Covered  Person  to reflect thereon that Administrative Agent, as agent for
     itself and the other Lenders, as the first and only lienholder thereon, and
     shall  deliver,  at  Administrative  Agent's request, originals of all such
     titles  to  Administrative  Agent.

     13.26.  ACQUISITION  DOCUMENTS.  Borrower  shall  fully  perform all of its
     obligations  under  all Acquisition Documents, and shall enforce all of its
     rights and remedies thereunder, in each case as it deems appropriate in its
     reasonable  business  judgment;  provided, however, that Borrower shall not
     take  any  action or fail to take any action which would result in a waiver
     or  other  loss  of  any  material  right or remedy of Borrower thereunder.
     Without  limiting  the generality of the foregoing, Borrower shall take all
     action  necessary  or  appropriate to permit, and shall not take any action
     which  would  have  any  adverse  effect  upon, the full enforcement of all


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     indemnification  rights under all the Acquisition Documents. Borrower shall
     notify  Administrative  Agent  in  writing  promptly after Borrower becomes
     aware  thereof, of any event or fact which could give rise to a claim by it
     for indemnification under any of the Acquisition Documents for an amount in
     excess  of  $1,000,000, and shall diligently pursue such right and promptly
     report  to  Administrative  Agent  on all further developments with respect
     thereto.  Borrower  shall  remit  directly  to  Administrative  Agent,  for
     application  to  the Loan Obligations in such order as Administrative Agent
     determines,  all  amounts  received  by  Borrower  as  indemnification  or
     otherwise  pursuant  to  the Acquisition Documents. If Borrower fails after
     Administrative  Agent's  demand to pursue diligently any right under any of
     the  Acquisition  Documents,  or  if  there  is  an  Existing Default, then
     Administrative  Agent  may  directly  enforce  such  right  in  its  own or
     Borrower's  name  and  may  enter into such settlements or other agreements
     with  respect  thereto as Administrative Agent determines in its reasonable
     judgment. Notwithstanding the foregoing, Borrower shall at all times remain
     liable  to  observe and perform all of its duties and obligations under all
     the  Acquisition  Documents,  and Administrative Agent's exercise of any of
     its  rights  with respect to the Collateral shall not release Borrower from
     any  of  such  duties  or  obligations.  Administrative  Agent shall not be
     obligated  to  perform  or  fulfill any of Borrower's duties or obligations
     under  any  of the Acquisition Documents or to make any payment thereunder,
     or  to  make  any  inquiry as to the sufficiency of any payment or property
     received  by  it  thereunder or the sufficiency of performance by any party
     thereunder,  or  to  present  or  file  any claim, or to take any action to
     collect  or  enforce  any  performance  or  payment  of any amounts, or any
     delivery  of  any  property.

     13.27.  FURTHER ASSURANCES. Borrower shall execute and deliver, or cause to
     be  executed  and  delivered,  to  Administrative  Agent such documents and
     agreements,  and  shall  take  or  cause  to  be  taken  such  actions,  as
     Administrative  Agent  may from time to time request to carry out the terms
     and  conditions  of  this  Agreement  and  the  other  Loan  Documents.

14.  NEGATIVE  COVENANTS.  Borrower  covenants and agrees that, while any of the
Commitments  remains  in  effect and until all of the Loan Obligations are fully
and  indefeasibly  paid  in cash, Borrower shall not, directly or indirectly, do
any  of  the following, or permit any other Borrower or any other Covered Person
to  do  any  of  the  following,  without  the prior written consent of Required
Lenders:

     14.1.  INVESTMENTS.  Make  any  Investments  in any other Person except the
     following:

          14.1.1.  Investments  in (i) interest-bearing United States government
          obligations;  (ii) certificates of deposit issued by any Lender; (iii)
          prime  commercial  paper  rated  A1  or  better by Standard and Poor's
          Corporation  or  Prime P1 or better by Moody's Investor Service, Inc.;
          (iv)  agreements  involving  the  sale  to  Borrower  of United States
          government  securities  and  their  guarantied  repurchase  the  next
          Business  Day  by  a  commercial  bank chartered under the Laws of the
          United  States  or  any state thereof which has capital and surplus of
          not  less  than $500,000,000, or (v) certificates of deposit issued by
          and time deposits with any commercial bank chartered under the Laws of
          the  United  States or any state thereof which has capital and surplus
          of  not  less  than  $500,000,000.

          14.1.2.  Accounts  arising  in  the  ordinary  course  of business and
          payable  in  accordance  with  Borrower's  customary  trade  terms.

          14.1.3.  Any  Investments  that  are  Permitted  Acquisitions.

          14.1.4.  Investments  existing  on the Execution Date and disclosed in
          Section  11.19  of  the  Disclosure  Schedule.


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          14.1.5. Notes or securities received by a Covered Person in settlement
          of  Indebtedness  of  other  Persons  to  such Covered Person that was
          incurred  in  the  ordinary  course of such Covered Person's business.

          14.1.6. Investments by any Covered Person in any other Covered Person.

     14.2.  INDEBTEDNESS.  Create,  incur,  assume,  or  allow  to  exist  any
     Indebtedness  of  any  kind  or  description,  except  the  following:

          14.2.1.  Excluding  the  Other  Creditor Indebtedness, Indebtedness to
          trade  creditors  incurred  in  the  ordinary  course  of  business.

          14.2.2.  The  Loan  Obligations.

          14.2.3.  The Other Creditor Indebtedness if an Intercreditor Agreement
          remains  in  effect  with  respect  thereto.

          14.2.4.  Indebtedness  secured  by  Permitted  Security  Interests.

          14.2.5.  Indebtedness  (except  for  bona  fide inter-company sales of
          Inventory)  of  any  Borrower  or  Subsidiary to any other Borrower or
          Subsidiary  only if complete and accurate records of such Indebtedness
          are  maintained by each such Borrower, and such Indebtedness, if it is
          in  excess  of $5,000,000 in the aggregate in any given case, shall be
          evidenced  by  a promissory note and collaterally assigned and pledged
          to the Administrative Agent for the benefit of the Lenders pursuant to
          documents  satisfactory  to  Administrative  Agent.

          14.2.6.  Indebtedness  constituting  Liabilities  (as defined by GAAP)
          under  any  Capital  Lease  under  which  a Covered Person is a lessee
          existing  on  the Execution Date and disclosed in Section 11.24 of the
          Disclosure Schedule which is acceptable to Administrative Agent and is
          subject  to an Intercreditor Agreement unless Administrative Agent, in
          its  sole  and  absolute  discretion,  waives  the  requirement for an
          Intercreditor  Agreement with respect to any particular Other Creditor
          Indebtedness, and any Capital Leases under which a Covered Person is a
          lessee entered into by any Covered Person after the Execution Date for
          capital  assets  which  are subject to Intercreditor Agreements unless
          Administrative  Agent, in its sole and absolute discretion, waives the
          requirement  for  an  Intercreditor  Agreement  with  respect  to  any
          particular  Other  Creditor  Indebtedness,  up  to  $25,000,000 in the
          aggregate outstanding at any one time (such amount to be calculated as
          the  amount  which  would have been the aggregate cost of the property
          leased  if  it  had  been  purchased  rather  than  leased).

          14.2.7.  Indebtedness  of  each  of  Technology  Integration Financial
          Services,  Inc.  and  Val  Tech  Computer  Systems,  Inc.  incurred in
          connection  with  the Funded Lease Portfolio, which is either recourse
          or  nonrecourse to Technology Integration Financial Services, Inc. and
          Val  Tech  Computer  Systems,  Inc.,  as the case may be, and which is
          secured  solely  by the equipment subject to the lease included in the
          Funded Lease Portfolio and the cash and insurance proceeds thereof and
          the  rental  and income arising from such equipment (collectively, the
          "TIFS/VALTECH  Debt").

          14.2.8.  The  Subordinated  Indebtedness  if a Subordination Agreement
          remains  in  effect  with  respect  thereto  and  the  Subordinated
          Indebtedness  contains  terms  and  provisions  acceptable  to
          Administrative  Agent.


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          14.2.9.  Indebtedness constituting deferred compensation to Borrower's
          employees  incurred  in  the  ordinary  course  of business for actual
          services  rendered and which is reflected on the most recent Financial
          Statements.

     14.3.  PAYMENTS  ON  OTHER  CREDITOR  INDEBTEDNESS;  TIFS/VALTECH  DEBT;
     SUBORDINATED INDEBTEDNESS. Make any nonscheduled prepayment of principal or
     interest  on any Other Credit Indebtedness or TIFS/VALTECH Debt unless both
     immediately  before  and  after giving effect to any such prepayment, there
     shall  be  no  Default  or  Event  of  Default;  make  any  payment  on the
     Subordinated  Indebtedness  unless expressly permitted by the Subordination
     Agreement;  or  Modify,  amend, supplement, compromise, satisfy, release or
     discharge any of the Subordinated Indebtedness Documents (except as allowed
     by  the  Subordination Agreement), any collateral securing the same, or any
     Person  liable  directly  or  indirectly  with  respect  thereto.

     14.4.  PREPAYMENTS.  Voluntarily prepay any Indebtedness other than (a) the
     Loan  Obligations  in  accordance with the terms of the Loan Documents, (b)
     trade  payables  in  the  ordinary  course of business consistent with past
     practices,  (c)  as  permitted  by  Section  14.3.

     14.5.  INDIRECT  OBLIGATIONS.  Create,  incur, assume or allow to exist any
     Indirect  Obligations except Indirect Obligations existing on the Execution
     Date  and  disclosed  on  section  11.21  of  the  Disclosure  Schedule.

     14.6.  SECURITY  INTERESTS.  Create,  incur,  assume  or allow to exist any
     Security  Interest  upon  all or any part of its property, real or personal
     (including,  without limitation, intangible property), now owned, leased or
     hereafter  acquired  or  leased,  except  the  following:

          14.6.1.  Security  Interests  for  taxes,  assessments or governmental
          charges not delinquent or being diligently contested in good faith and
          by  appropriate  proceedings  and  for which adequate book reserves in
          accordance  with  GAAP  are  maintained.

          14.6.2.  Security Interests arising out of deposits in connection with
          workers'  compensation  insurance,  unemployment  insurance,  old  age
          pensions, or other social security or retirement benefits legislation.

          14.6.3.  Deposits or pledges to secure bids, tenders, contracts (other
          than  contracts  for  the  payment  of  money),  leases,  statutory
          obligations,  surety  and  appeal bonds, and other obligations of like
          nature  arising  in  the  ordinary  course  of  business.

          14.6.4.  Security  Interests  imposed  by any Law, such as mechanics',
          workmen's,  materialmen's,  landlords',  carriers',  or  other  like
          Security  Interests  arising  in the ordinary course of business which
          secure  payment  of  obligations  which  are not past due or which are
          being  diligently  contested  in good faith by appropriate proceedings
          and for which adequate reserves in accordance with GAAP are maintained
          on  such  Covered  Person's  books.

          14.6.5. Security Interests on Inventory in favor of the holders of any
          of  the  Other Creditor Indebtedness which such Security Interests are
          subject  to  Intercreditor  Agreements unless Administrative Agent, in
          its  sole  and  absolute  discretion,  waives  the  requirement for an
          Intercreditor  Agreement with respect to any particular Other Creditor
          Indebtedness.

          14.6.6.  Security Interests resulting from a judgment or order entered
          against  a  Covered  Person  which  is  not  final and non-appealable,


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<PAGE>
          provided  the  loss  of the property subject to such Security Interest
          could  not  reasonably  be expected to have a Material Adverse Effect.

          14.6.7.  Security  Interests  securing  the  TIFS/VALTECH  Debt.

          14.6.8.  Security  Interests securing the Loan Obligations in favor of
          Administrative  Agent  for  the  benefit  of  Lenders.

          14.6.9.  Security  Interests  existing  on the Execution Date that are
          disclosed  in  section  11.32  of  the  Disclosure  Schedule  and  are
          satisfactory  to  Lenders.

     14.7.  ACQUISITIONS.  Acquire  stock,  membership  interests,  partnership
     interests  or  any  other  equity  interest  in a Person, or acquire all or
     substantially  all  of the assets of a Person (including without limitation
     assets  comprising  all  or substantially all of an unincorporated business
     unit  or  division  of  any  Person),  except  for  Permitted Acquisitions.
     "Permitted  Acquisition"  means  an  acquisition  of  the stock, membership
     interests, partnership interests, or any other equity interest in a Person,
     or  the  acquisition  of all or substantially all of the assets of a Person
     (including without limitation assets comprising all or substantially all of
     an unincorporated business unit or division of any Person), which satisfies
     each  of the following conditions: (i) a Borrower is the Acquiring Company,
     (ii)  if  the  acquisition  is  structured  as  a merger, a Borrower is the
     Surviving  Company,  (iii) the Target Company is in a substantially similar
     line  of  business as a Borrower; (iv) there is no Existing Default, and no
     Default  or Event of Default will occur or is reasonably likely to occur as
     a  result  of  or due to such acquisition, (v) the Maximum Available Amount
     exceeds  the  Aggregate  Revolving Loan by at least $5,000,000 after giving
     effect  to  such  acquisition,  (vi)  the  purchase price, including Seller
     notes,  assumed  indebtedness  or similar items, but excluding any deferred
     purchase  price  or  earn-outs,  together  with  all  expenses  incurred in
     connection  with  such  acquisition  does  not  exceed  $15,000,000  per
     acquisition,  and  $20,000,000 per calendar year, (vii) simultaneously with
     the  closing  of  such  acquisition,  the Target Company (if such Permitted
     Acquisition is structured as a purchase of equity) or the Surviving Company
     (if  such  Permitted Acquisition is structured as a purchase of assets or a
     merger)  executes  and  delivers to Administrative Agent (a) such documents
     necessary to grant to Administrative Agent for the benefit of the Lenders a
     first  priority  Security  Interest  in  all  of  the assets of such Target
     Company  or  Surviving  Company  (including the execution of an Acquisition
     Documents  Assignment),  each  in  form  and  substance  satisfactory  to
     Administrative Agent and (b) an unlimited Guaranty of the Loan Obligations,
     or at the option of Administrative Agent in Administrative Agent's absolute
     discretion,  a  joinder  agreement  satisfactory to Administrative Agent in
     which  such  Target  Company  or Surviving Company becomes a Borrower under
     this  Agreement  and  assumes  primary, joint and several liability for the
     Loan  Obligations,  (viii)  prior  to  the  closing  of such acquisition, a
     Responsible  Officer  of  Borrower  delivers  to  Administrative  Agent  a
     certificate  certifying  that  such acquisition is a Permitted Acquisition,
     (ix)  such acquisition is friendly, rather than hostile, in nature, and (x)
     Borrower  has,  no  less  than  15  days  prior to making such acquisition,
     prepared  and  furnished  to  Administrative  Agent  the proforma financial
     statements  described  below for the Target Company (if such acquisition is
     structured  as  a  purchase  of  equity)  or the Surviving Company (if such
     acquisition  is  structured  as  a  purchase  of  assets  or  a  merger),
     demonstrating  to  the satisfaction of Administrative Agent that the Target
     Company,  all  Surviving  Companies, and each Borrower, as the case may be,
     will  be Solvent upon consummation of such acquisition and upon the passage
     of  time  thereafter,  and that none of the covenants in Section 15 will be
     violated  as  a consequence of such acquisition or with the passage of time
     thereafter,  and  a  certificate  demonstrating  that the Maximum Available
     Amount  and  the  availability  under the Term Loan will be great enough to
     allow a Revolving Loan Advance and/or a Term Loan Advance to be made in the
     amount  Borrower  will  request  in  connection  with  the  closing of such


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     Permitted  Acquisition,  and  Borrower  has also provided to Administrative
     Agent, no less than 15 days prior to making such acquisition, copies of the
     audited  financial  statements  (if  available,  or  unaudited  financial
     statements if no audited financial statements exist) for the Target Company
     for  the  three  fiscal  years  most  recently  ended  and,  to  the extent
     available,  for  each  of the completed fiscal quarters in the then current
     fiscal  year.  The  proforma financial statements referred to in clause (x)
     shall  contain  consolidated  and  consolidating  balance  sheets,  income
     statements, statements of cash flows and such other reports and disclosures
     of  each  Borrower  as  well  as  the  Target  Company  (if  such Permitted
     Acquisition is structured as a purchase of equity) or the Surviving Company
     (if  such  Permitted Acquisition is structured as a purchase of assets or a
     merger)  and  shall  cover  such forecast periods (up to 36 months from the
     proposed  effective  date of such Permitted Acquisition), as Administrative
     Agent  may  in  its  discretion  require.

     14.8.  BAILMENTS;  CONSIGNMENTS;  WAREHOUSING.  Store  any Inventory with a
     bailee,  warehouseman,  consignee  or  pursuant  to  an  express or implied
     agreement  establishing  a  bailment or consignment of Inventory or similar
     arrangement,  unless  Administrative  Agent  has  received  a  written
     acknowledgment  satisfactory  to  Administrative Agent from the third party
     involved  which  acknowledges  the  prior  perfected  Security  Interest of
     Administrative  Agent  for  the  benefit  of  Lenders  in  such  Inventory.

     14.9.  DISPOSAL OF PROPERTY. Sell, transfer, exchange, or otherwise dispose
     of  any  of  its  assets. Notwithstanding the foregoing unless a Default or
     Event  of  Default has occurred and is continuing (in which case any of the
     following  shall  be  prohibited), Borrower may sell, transfer or otherwise
     dispose  of  Inventory  or  equipment  in  the  ordinary course of business
     consistent  with  past  practice, provided that all proceeds of such sales,
     transfers  or  other  dispositions  shall  be deposited into the Lockboxes.

     14.10.  DISTRIBUTIONS. Directly or indirectly declare or make, or incur any
     liability  to  make,  any  Distribution to any Person. For purposes of this
     Section,  a  "Distribution"  means  and  includes  (i) any cash dividend or
     payment,  (ii)  any  acquisition  or redemption of any outstanding stock or
     other  equity  interest,  (iii)  any  retirement  or  prepayment  of  debt
     securities  before  their regularly scheduled maturity dates, other than as
     expressly  permitted  by  this  Agreement,  (iv)  any  loan or advance to a
     shareholder,  partner,  or  member  other  than split-dollar life insurance
     policies  and  advances for travel or similar expenses made in the ordinary
     course  of  business,  and (v) any compensation payment to a shareholder or
     partner  in  excess  of (a) normal compensation plus (b) bonus compensation
     based  on  the  actual performance of Borrower or the actual performance of
     any  such  shareholder  or  partner  for  services  actually  rendered.

     14.11.  REDEMPTIONS.  Directly  or indirectly redeem any preferred stock or
     any common stock, partnership interest (of any type or class) or membership
     interest  (of  any  type  or  class)  of  any  Covered  Person.

     14.12.  CHANGE OF CONTROL. In the case of Pomeroy Computer Resources, Inc.,
     merge  or  consolidate with or into another Person, or permit any Person or
     Group, to become the record or beneficial owner, directly or indirectly, on
     a fully diluted basis, of securities representing 50% or more of the voting
     power  of  Pomeroy  Computer  Resources, Inc.'s then outstanding securities
     having  the  power  to  vote  or 50% or more of Pomeroy Computer Resources,
     Inc.'s  then  outstanding capital stock, or to acquire the power to elect a
     majority  of  the Board of Directors of Pomeroy Computer Resources, Inc. In
     the case of any Covered Person other than Pomeroy Computer Resources, Inc.,
     merge  or  consolidate with or into another Person, or permit any Person or
     Group,  other  than  one  or  more other Borrowers, to become the record or
     beneficial  owner, directly or indirectly, on a fully diluted basis, of any


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     securities  representing  any of the voting power of such Covered Person or
     any of such Covered Person's then outstanding capital stock or other equity
     interests,  or  to  acquire  the  power to elect any Person to the Board of
     Directors  (or  other  management  position  in the case of Covered Persons
     which  are  not  corporation)  of  such  Covered  Person.

     14.13. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in the capital
     structure  of  any  Covered  Person;  change  any  Charter Documents of any
     Covered Person which has or is reasonably likely to have a Material Adverse
     Effect on any Covered Person or which will or is reasonably likely to cause
     a Default or Event of Default; or issue or create any stock or other equity
     interest  (or  class  or  series  thereof),  or non-equity interest that is
     convertible  into  stock  or  other  equity  interest  (or  class or series
     thereof),  in  any  Covered  Person  ,  except stock, membership interests,
     partnership  interests  or  other  equity  interests  (or  class  or series
     thereof)  that  are  subordinated  in  right  of  payment  to  all the Loan
     Obligations  in  a  manner  satisfactory  to  Administrative  Agent.

     14.14. CHANGE OF STATE OF FORMATION; CHANGE OF NAME. Make any change in the
     state  of incorporation or formation of organization of any Covered Person,
     change  its type of legal entity, or change its legal name as it appears on
     any  certificates or articles of organization or formation. Make any change
     in  the  trade  names  or  styles  under  which  a Covered Person will sell
     Inventory  or  create  Accounts,  or  to  which  instruments  in payment of
     Accounts  may  be  made  payable,  except  in  accordance with the terms of
     Section  13.10.9  with  at  least  30  days  prior  written  notice  to
     Administrative  Agent of such change (unless Administrative Agent agrees in
     writing  to  a  shorter  period).

     14.15.  CHANGE OF BUSINESS. Engage in any business other than substantially
     as  conducted  by  a  Borrower  on  the  Effective  Date.

     14.16.  TRANSACTIONS  WITH  AFFILIATES.  Enter  into  or  be a party to any
     transaction  or  arrangement,  including  the purchase, sale or exchange of
     property  of  any kind or the rendering of any service, with any Affiliate,
     or  make  any  loans  or advances to any Affiliate. If there is no Existing
     Default,  however, each Covered Person may engage in such transactions with
     an  Affiliate  in  the  ordinary  course  of  business  and pursuant to the
     reasonable  requirements  of  its business and on fair and reasonable terms
     substantially  as  favorable  to  it  as  those  which it could obtain in a
     comparable arm's-length transaction with a non-Affiliate. No Borrower shall
     make  any  loan  or  advance  to  any shareholder, member or partner of any
     Borrower,  other than split-dollar life insurance policies and advances for
     travel  or  similar  expenses  made  in the ordinary course of business, or
     permit  any  shareholder,  member  or  partner of any Borrower to incur any
     Indebtedness to any Borrower (other than travel and similar advances in the
     ordinary  course  of  business).

     14.17.  OPERATING LEASES. Incur monthly rental payments under all Operating
     Leases  in  excess  of  $1,000,000  in  the  aggregate  in  any  month.

     14.18.  CONFLICTING  AGREEMENTS.  Enter  into any agreement, that would, if
     fully  complied  with by it, result in a Default or Event of Default either
     immediately  or  upon  the  elapsing  of  time.

     14.19.  INVESTMENT  BANKING  AND  FINDER'S  FEES.  Pay  or agree to pay, or
     reimburse  any  other  party  with  respect  to,  any investment banking or
     similar or related fee, underwriter's fee, finder's fee, or broker's fee to
     any  Person  in  connection  with  this  Agreement.


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     14.20.  SALE  AND  LEASEBACK  TRANSACTIONS.  Enter  into  any  agreement or
     arrangement  with  any  Person providing for any Covered Person to lease or
     rent  property that Borrower has or will sell or otherwise transfer to such
     Person.

     14.21.  NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary unless
     it  is  part  of a Permitted Acquisition or Borrower has obtained the prior
     written consent of Administrative Agent thereto (which consent shall not be
     unreasonably  withheld)  and  contemporaneously  with  the  organization,
     creation  or  acquisition  of  such  Subsidiary,  if permitted hereunder or
     otherwise  consented  to  by  Administrative  Agent, the applicable Covered
     Person  and  such  Subsidiary executes and delivers to Administrative Agent
     for the benefit of Lenders the following additional documents: an unlimited
     Guaranty  of  the  Loan  Obligations  by  such  Subsidiary, a pledge of the
     capital  stock,  partnership  interests,  or  membership  interests of such
     Covered  Person  in such Subsidiary, and other Security Documents requested
     by  Administrative  Agent  so  as  to  grant  Administrative Agent, for the
     benefit  of  the  Lenders, a perfected, first priority security interest in
     all  real  and  personal  property  of  such  Subsidiary.

     14.22.  FISCAL  YEAR.  Change  its  fiscal  year.

     14.23. LEASES. Enter into any Capital Leases except as permitted by Section
     14.2.

     14.24.  S  CORPORATION  STATUS.  Any  Covered  Person  elects under Section
     1362(a)  of  the  Code  to  be  treated  as  an  S  corporation.

     14.25.  DEPRECIATION  METHODOLOGY.  Change  the  depreciation  schedule  or
     depreciation  methodology  for  any  Inventory,  equipment or other assets.

     14.26. TAX CONSOLIDATION. File or consent to the filing of any consolidated
     income  tax  return  with  any  Person  other  than  another  Borrower.

     14.27.  TRANSACTIONS  HAVING  A  MATERIAL ADVERSE EFFECT ON COVERED PERSON.
     Enter  into  any  transaction  which  has or is reasonably likely to have a
     Material  Adverse  Effect  on  any  Covered  Person;  or  enter  into  any
     transaction,  or  take  or  contemplate taking any other action, or omit or
     contemplate  omitting  to  take  any  action, which any Responsible Officer
     knows,  or reasonably should know, is likely to cause a Default or Event of
     Default  hereunder.

     14.28. STORAGE. Store any Inventory or equipment at any location other than
     as  set  forth  on section 11.32.2 of the Disclosure Schedule; maintain its
     chief  executive  office at any location other than as set forth on section
     11.33.1  of  the  Disclosure  Schedule.

     14.29.  LIKE-KIND  EXCHANGE.  Borrower  shall  not  complete  or attempt to
     complete  any  "like-kind exchange" (as such term is defined in the Code or
     applicable  regulations)  with  respect  to  any  Collateral  on  which
     Administrative  Agent  has  a  first  priority  Security  Interest.

15.  FINANCIAL  COVENANTS.

     15.1. SPECIAL DEFINITIONS. As used in this Section 15 and elsewhere herein,
     the  following  capitalized  terms  have  the  following  meanings:

     "Capital  Expenditure"--  an  expenditure  for  an  asset  that  must  be
depreciated  or  amortized under GAAP, for goodwill, or for any asset that under
GAAP  must  be  treated  as a capital asset. An expenditure for purposes of this
definition  includes  any  deferred  or  seller financed portion of the purchase
price  of  an asset and includes the Capital Expenditure Equivalent of a Capital
Lease.  Capital  Expenditures  do  not include the amount expended in connection


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with  any  Permitted Acquisition or any expenditure made with insurance proceeds
to  the  extent  used  to  replace  or  repair  damaged  fixed  assets and plant
equipment.

     "Capital  Expenditure  Equivalent"  of  a Capital Lease is the amount which
would  have  been  the  aggregate  cost  of  the  property leased if it had been
purchased  rather  than  leased.

     "Current  Assets"  has  the  meaning  assigned  to  such  term  under GAAP.

     "Current  Liabilities"  has  the  meaning assigned to such term under GAAP.

     "EBITDA"  means,  for any period of calculation, an amount equal to (A) the
sum  of  (i)  Net  Income, (ii) Interest Expense, (iii) income tax expense, (iv)
depreciation expense, and (v) amortization expense, plus (B), the sum of (i) all
nonrecurring  losses, and (ii) all extraordinary losses not otherwise related to
the  continuing  operations  of  the  Borrower,  minus  (C)  the  sum of (i) all
nonrecurring  gains,  and  (ii) all extraordinary gains and income not otherwise
related  to  the  continuing  operations  of  the  Borrower.

     "Fixed  Charges"  means,  for  any  period  of  calculation, the sum of (i)
Interest  Expense, (ii) the sum of all scheduled principal payments on long term
Indebtedness  of  Borrower  (including  mandatory payments on the Term Loan, but
excluding  all scheduled principal payments on the Subordinated Indebtedness (so
long  as  there  is  no breach by the Subordinated Lender or the Borrower to any
Subordination  Agreement)  and current maturities of "leasehold indebtedness" as
determined  under  GAAP),  (iii) federal, state and local income taxes paid, and
(iv)  Capital  Expenditures  (excluding  permitted  expenditures  for  Permitted
Acquisitions  or  acquisitions  otherwise  consented  to  in writing by Required
Lenders),  (v) dividends and distributions paid or declared, and (vi) the sum of
all  scheduled  payments  under  all  Capital  Leases.

     "Funded  Lease  Portfolio" means the total amount of current lease payments
in  regards  to  Inventory,  calculated  in accordance with GAAP, which Borrower
either  has (i) sold 100% of the payment stream and agreed to service the lease,
or (ii) assigned the lease, and in either case is either recourse or nonrecourse
to  Borrower.

     "Intangibles"  means  at any date, all general intangibles (as that term is
defined  in  the  UCC);  accounts  receivable  and  advances  due from officers,
directors,  members,  owners,  employees, stockholders and Affiliates; leasehold
improvements  net of depreciation; licenses; good will; prepaid expenses; escrow
deposits;  covenants  not  to  compete;  the  excess  of cost over book value of
acquired assets; franchise fees; organizational costs; finance reserves held for
recourse obligations; capitalized research and development costs; and such other
similar  items  as  Administrative  Agent  may  from  time  to time determine in
Administrative  Agent's  sole  discretion.

     "Interest  Expense"  means  for  any  period  of calculation, all interest,
whether  paid  in  cash  or  accrued as a liability, but without duplication, on
Total  Indebtedness  during  such  period.

     "Net  Income"  means,  for  any  period  of  calculation,  "net  income" as
determined  in  accordance  with  GAAP.

     "Tangible  Net  Worth"  means,  at any date, (a) (i) Total Assets plus (ii)
Subordinated  Indebtedness  (so  long  as there is no breach by the Subordinated
Lender or the Borrower to any Subordination Agreement), minus (b) the sum of (i)
                                                        -----
Intangibles  plus  (ii)  Total  Liabilities.
             ----

     "Total  Assets"  means  the  sum  of all assets as presented in the balance
sheet  in  Borrower's  most  recent  combined  Financial Statements delivered to
Administrative  Agent  and  each  of  the  Lenders  as  required  hereunder.


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     "Total  Funded  Indebtedness"  means  the  sum  of  the  following, without
duplication,  (i) outstanding principal and interest of the Loans (including any
fees paid to Administrative Agent or any Lender in connection with the execution
and  delivery  of  this Agreement) (ii) the face amount of any letters of credit
issued on the account of any Borrower, (iii) the aggregate outstanding principal
balance  of  all  other  Indebtedness  for  borrowed  money,  including, without
limitation,  for  floorplan  financing  and the Capital Expenditure Equivalent ,
(iv)  the  maximum amount payable under any guaranty executed by a Borrower, and
(v)  the  outstanding  principal  and interest balance of all TIFS/VALTECH Debt.

     "Total Lease Portfolio" means the total amount of current lease payments in
regards  to  Inventory,  calculated  in  accordance  with  GAAP.

     "Total  Liabilities"  means  the sum of all liabilities as presented in the
balance  sheet in Borrower's most recent combined Financial Statements delivered
to Administrative Agent and each of the Lenders as required hereunder (including
as  liabilities,  all  reserves  required under GAAP for contingencies and other
potential  liabilities) plus all Indebtedness or Borrower not otherwise reported
thereon  but  excluding  the  Subordinated  Indebtedness (so long as there is no
breach  by  the  Subordinated  Lender  or  the  Borrower  to  any  Subordination
Agreement).

All  other  capitalized  terms used in this Section 15 shall have their meanings
and  shall  be  determined  under  GAAP.   All  calculations  shall  be  for the
Borrowers  and  their  respective Subsidiaries on a consolidated basis.  For the
purposes  of  calculating  EBITDA (and each of the components thereof); Interest
Expense  and  Net  Income; except as otherwise specified, the calculation period
shall  be  the  four  fiscal  quarter  period  immediately  prior to the date of
calculation.  For  the  purposes of calculating the amount of Total Indebtedness
in  this  Section 15, each scheduled payment of interest and principal on any of
the  Loans made on the first of a month shall be deemed to have been made on the
immediately  preceding  day.

Upon completion of a Permitted Acquisition, the Target Company shall be included
in  each  of  these  covenants  contained  in this Section on a pro-forma basis,
including for periods prior to the completion of any such Permitted Acquisition.

     15.2. MINIMUM TANGIBLE NET WORTH. Each Borrower covenants that Tangible Net
     Worth  on  the last day of each fiscal quarter shall be no less than (i) as
     of  July  5,  2001, not less than Ninety Million Dollars ($90,000,000), and
     (ii)  as  of  any fiscal quarter end thereafter, an amount of not less than
     the  sum  of (x) Seventy Five Percent (75%) of Net Income during the fiscal
     quarter  then-ended  plus (y) the minimum Tangible Net Worth required as of
     the  prior  fiscal  quarter end (if Net Income is a negative number for any
     fiscal  quarter  (e.g.  a  loss),  such  amount shall not reduce Borrower's
     tangible  Net  Worth  for that fiscal quarter, and shall be disregarded for
     all future Tangible Net Worth calculations so that any such negative number
     shall  not reduce the minimum Tangible Net Worth required hereunder for any
     subsequent  fiscal  quarter).

     15.3.  MAXIMUM  TOTAL  LIABILITIES  TO  TANGIBLE  NET  WORTH. Each Borrower
     covenants that the ratio of Total Liabilities to Tangible Net Worth for the
     preceding  four  fiscal  quarters then ended, calculated as of the last day
     thereof,  shall  not  be  more  than  3.00  to  1.00.

     15.4.  MINIMUM  CURRENT  RATIO.  Each  Borrower covenants that the ratio of
     Borrower's  Current  Assets  to  Current Liabilities for the preceding four
     fiscal  quarters  then  ended, calculated as of the last day thereof, shall
     not  be  less  than  1.20:1.00.

     15.5.  MINIMUM  NET  INCOME AFTER TAX. Each Borrower covenants that its Net
     Income  as  a percentage of net sales as set forth in its income statement,
     calculated  as  of  the last day of each fiscal quarter for the four fiscal
     quarter  period  then  ended,  shall  be  no  less  than  2.50%.


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     15.6. MINIMUM FIXED CHARGE COVERAGE. Each Borrower covenants that the ratio
     of Borrower's EBITDA less Capital Expenditures to Fixed Charges, calculated
     as  of  the  last  day  of  each fiscal quarter for the four fiscal quarter
     period  then  ended:  (i)  shall  be  no less than 1.50:1.00 for any fiscal
     quarter  ending  after the Effective Date and on or before January 5, 2002,
     (ii)  shall  be  no less than 1.75:1.00 for any fiscal quarter ending after
     January  5,  2002  and  on or before January 5, 2003, and (iii) shall be no
     less  than  2.00:1.00  for any fiscal quarter ending after January 5, 2003.

     15.7.  MAXIMUM TOTAL FUNDED INDEBTEDNESS TO EBITDA. Each Borrower covenants
     that the ratio of Total Funded Indebtedness to EBITDA, calculated as of the
     last  day  of  each  fiscal quarter for the four fiscal quarter period then
     ended:  (i)  shall  be no more than 4.00:1.00 for any fiscal quarter ending
     after the Effective Date and on or before January 5, 2002, (ii) shall be no
     more than 3.75:1.00 for any fiscal quarter ending after January 5, 2002 and
     on or before January 5, 2003, and (iii) shall be no more than 3.50:1.00 for
     any  fiscal  quarter  ending  after  January  5,  2003.

     15.8.  TOTAL  LEASE  PORTFOLIO  TO  FUNDED  LEASE  PORTFOLIO. Each Borrower
     covenants  that  the  ratio  of  Total  Lease  Portfolio  to  Funded  Lease
     Portfolio,  calculated as of the last day of each fiscal quarter: (i) shall
     be no more than 2.00:1.00 for any fiscal quarter ending after the Effective
     Date and on or before January 5, 2002, (ii) shall be no more than 1.75:1.00
     for  any  fiscal  quarter  ending  after  January  5, 2002 and on or before
     January  5,  2003, and (iii) shall be no more than 1.50:1.00 for any fiscal
     quarter  ending  after  January  5,  2003.

16.  DEFAULT.

     16.1.  EVENTS OF DEFAULT. Any one or more of the following shall constitute
     an  event  of  default  (an  "Event  of  Default")  under  this  Agreement:

          16.1.1.  FAILURE  TO PAY PRINCIPAL OR INTEREST. Failure of Borrower to
          pay  interest  accrued  on  any  of the Loans when due. Failure of the
          Borrower  to  pay  any  principal  of  the  Loans  when due; provided,
          however,  it  shall  not  be  an  Event of Default with respect to any
          Floorplan  Loan  or Interim Floorplan Loan until the Borrower fails to
          pay  any  principal amount due thereon by the final stated date for it
          being  due  and  payable  as  set forth in the applicable Statement of
          Transaction.

          16.1.2.  FAILURE TO PAY CERTAIN OTHER AMOUNTS OWED TO LENDERS. Failure
          of  Borrower  to pay any of the Loan Obligations (other than principal
          of the Loans or interest accrued thereon and other than Administrative
          Agent's costs and expenses Borrower is required to pay pursuant to the
          terms of Section 13.20 and Section 13.22) within 5 days after the date
          when  due.

          16.1.3.  FAILURE  TO  PAY  EXAMINATION AND APPRAISAL COSTS. Failure of
          Borrower  to  pay  any  of  Administrative  Agent's costs and expenses
          required to be paid by Borrower pursuant to the terms of Section 13.20
          and  Section  13.22  within  10  days  after  the  date  when  due.

          16.1.4.  FAILURE  TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of any
          Covered Person to make any payment due on Indebtedness of such Covered
          Person  which such Indebtedness is over $1,000,000 in the aggregate to
          Persons  (other  than  Indebtedness  owed  to  Lenders  under the Loan
          Documents  and  other  than  Indebtedness owed to any Covered Person's


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<PAGE>
          trade  creditors  in  connection  with  the  purchase  of such Covered
          Person's  Inventory  from  such  trade  creditors)  and  which failure
          continues unwaived beyond any applicable grace period specified in the
          documents  evidencing  such  Indebtedness.

          16.1.5.  REPRESENTATIONS OR WARRANTIES. Any of the Representations and
          Warranties  is  discovered  to have been false in any material respect
          when  made  and  is  not  cured  within  5  days  of  the  date  such
          Representation  and  Warranty  was  made  (provided such breach can be
          cured  within  such period and provided that Borrower works diligently
          and  in  good  faith  to  cure  any  such  breach during such period).

          16.1.6.  CERTAIN  COVENANTS  WITH CURE PERIODS. Failure of any Covered
          Person  to  comply  with  any  covenant  in Section 13 (other than the
          covenants  set  forth  in Section 13.14, Section 13.15, Section 13.18,
          Section  13.20,  Section  13.21,  Section  13.22,  Section  13.23, and
          Section  13.24)  which  is  not cured within 10 days after the initial
          occurrence  of such failure, provided noncompliance with such covenant
          can  be  cured  within  such  10 day period and provided that Borrower
          works  diligently  and  in  good  faith to cure any such noncompliance
          during  such  period.

          16.1.7. CERTAIN COVENANTS WITHOUT CURE PERIODS. Failure of any Covered
          Person to comply with the covenants in Section 13 (unless specified in
          Section  16.1.6  above  ),  Section  14,  or  Section  15.

          16.1.8.  OTHER COVENANTS. Failure of any Covered Person to comply with
          of  any  of  the  terms  or  provisions  of  any of the Loan Documents
          applicable  to  it (other than a failure which constitutes an Event of
          Default  under  any  of  Sections  16.1.1  through  16.1.7).

          16.1.9. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation (other than
          a Loan Obligation) of a Covered Person for the repayment of $1,000,000
          in  the aggregate or more of borrowed money is accelerated, or becomes
          or  is declared to be due and payable or required to be prepaid (other
          than  by  an  originally  scheduled  prepayment) prior to the original
          maturity  thereof.

          16.1.10. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any default
          or event of default under any agreement to which a Covered Person is a
          party  (other  than  the  Loan  Documents),  which default or event of
          default continues unwaived beyond any applicable grace period provided
          therein  and  has  or  is reasonably likely to have a Material Adverse
          Effect  on  a  Covered  Person  or  involves Indebtedness of more than
          $1,000,000 in the aggregate. Administrative Agent receives notice from
          any  landlord  under  a  landlord  consent/waiver  concerning a leased
          location  at  which  $500,000 or more of Collateral is located stating
          that  Borrower  is  in  default  of  its obligations under such lease.

          16.1.11. OTHER CREDITOR INDEBTEDNESS.; TIFS/VALTECH DEBT; SUBORDINATED
          INDEBTEDNESS.  The  occurrence  of (a) any breach, default or event of
          default  with  respect  to  any  of the Other Creditor Indebtedness or
          TIFS/VALTECH  Debt  in  excess of $1,000,000 in the aggregate which is
          not  cured  or  waived  within any applicable grace period, or (b) the
          termination of any Intercreditor Agreement by any party thereto, other
          than  Administrative Agent, prior to the payment in full of all of the
          Other Creditor Indebtedness covered thereby. The occurrence of (a) any
          breach  or  default  with respect to the Subordinated Indebtedness, or
          (b) any breach or default of the Subordination Agreement by the holder
          of any of the Subordinated Indebtedness in excess of $1,000,000 in the
          aggregate  with  respect  to  such  holder.


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<PAGE>
          16.1.12.  BANKRUPTCY;  INSOLVENCY;  ETC. A Covered Person (i) fails to
          pay, or admits in writing its inability to pay, its debts generally as
          they  become  due, or otherwise becomes insolvent (however evidenced);
          (ii)  makes  an assignment for the benefit of creditors; (iii) files a
          petition  in  bankruptcy,  is  adjudicated  insolvent  or  bankrupt,
          petitions  or  applies to any tribunal for any receiver or any trustee
          of  such  Covered Person or any substantial part of its property; (iv)
          commences  any  proceeding  relating  to such Covered Person under any
          reorganization,  arrangement,  readjustment  of  debt,  dissolution or
          liquidation  Law  of  any  jurisdiction,  whether  now or hereafter in
          effect; (v) has commenced against it any such proceeding which remains
          undismissed  for  a  period  of  60  days, or by any act indicates its
          consent to, approval of, or acquiescence in any such proceeding or the
          appointment  of  any  receiver  of  or  any  trustee  for it or of any
          substantial  part  of its property, or allows any such receivership or
          trusteeship  to continue undischarged for a period of 60 days; or (vi)
          takes  any  action  to  authorize  any  of  the  foregoing.

          16.1.13.  JUDGMENTS;  ATTACHMENT;  SETTLEMENT;  ETC.  Any  one or more
          judgments  or  orders  is  entered  against  a  Covered  Person or any
          attachment  or  other  levy  is made against the property of a Covered
          Person  with  respect  to a claim or claims involving in the aggregate
          liabilities  (not  paid or fully covered by insurance, less the amount
          of  reasonable  deductibles  in  effect  on  the Execution Date) in an
          aggregate  amount in excess of the lesser of $5,000,000 and the lowest
          Maximum  Available  Amount  (during  the  period  from  the  date such
          judgment  is entered until such judgment has been satisfied), and such
          judgment becomes final and non-appealable or if timely appealed is not
          fully  bonded and collection thereof stayed pending the appeal; or any
          Covered Person agrees to a settlement obligating any Covered Person to
          make  a  payment  with  respect  to a claim or claims involving in the
          aggregate  liabilities  (not  paid or fully covered by insurance, less
          the  amount of reasonable deductibles in effect on the Execution Date)
          in  an  aggregate amount in excess of the lesser of $5,000,000 and the
          lowest  Maximum Available Amount (during the period from the date such
          settlement  is  reached  until  such settlement amount has been paid).

          16.1.14.  PENSION  BENEFIT  PLAN TERMINATION, ETC. Any Pension Benefit
          Plan  termination  by  the  PBGC or the appointment by the appropriate
          United  States  District  Court of a trustee to administer any Pension
          Benefit  Plan  or  to liquidate any Pension Benefit Plan, which has or
          reasonably  could  be likely to have a Material Adverse Effect; or any
          event  which  constitutes grounds either for the voluntary termination
          of  any Pension Benefit Plan by the PBGC or for the appointment by the
          appropriate United States District Court of a trustee to administer or
          liquidate  any  Pension  Benefit  Plan  shall  have  occurred  and  be
          continuing  for thirty (30) days after Borrower has notice of any such
          event,  which  has  or  reasonably  could be likely to have a Material
          Adverse  Effect;  or  any voluntary termination of any Pension Benefit
          Plan  which  is  a  defined benefit pension plan as defined in Section
          3(35)  of  ERISA  while  such  defined  benefit  pension  plan  has an
          accumulated  funding  deficiency  in an amount exceeding $1,000,000 in
          the  aggregate  unless  Administrative Agent has been notified of such
          intent  to  voluntarily  terminate such plan and Required Lenders have
          given their consent and agreed that such event shall not constitute an
          Event  of  Default;  or  the plan administrator of any Pension Benefit
          Plan  applies  under  Section  412(d)  of the Code for a waiver of the
          minimum  funding  standards of Section 412(1) of the Code and Required
          Lenders  determine  that  the substantial business hardship upon which
          the  application  for  such  waiver is based could subject any Covered
          Person  or  ERISA  Affiliate  of  any Covered Person to a liability in
          excess  of  $1,000,000  in  the  aggregate.


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<PAGE>
          16.1.15.  LIQUIDATION  OR  DISSOLUTION.  A  Covered  Person  files  a
          certificate of dissolution under applicable state Law or is liquidated
          or  dissolved or suspends or terminates the operation of its business,
          or  has  commenced  against  it  any  action  or  proceeding  for  its
          liquidation or dissolution or the winding up of its business, or takes
          any  action  in  furtherance  thereof,  except  in connection with the
          consolidation  of  such  a  Covered Person and its assets with another
          Covered  Person  and  its  assets.

          16.1.16.  SEIZURE  OF ASSETS. All or any material part of the property
          of  all  Covered  Persons  is  nationalized,  expropriated,  seized or
          otherwise  appropriated,  or custody or control of such property or of
          all  Covered  Persons  is assumed by any Governmental Authority or any
          court  of  competent  jurisdiction at the instance of any Governmental
          Authority,  unless the same is being contested in good faith by proper
          proceedings diligently pursued and a stay of enforcement is in effect.

          16.1.17.  RACKETEERING  PROCEEDING. There is filed against any Covered
          Person  any  civil  or  criminal  action, suit or proceeding under any
          federal  or state racketeering statute (including, without limitation,
          the  Racketeer Influenced and Corrupt Organization Act of 1970), which
          action,  suit or proceeding is not dismissed within 120 days and could
          result  in  the  confiscation  or forfeiture of any of the Collateral.

          16.1.18. LOAN DOCUMENTS; SECURITY INTERESTS. For any reason other than
          the failure of Administrative Agent to take any action available to it
          to  maintain  perfection of the Security Interests created in favor of
          Administrative  Agent  for the benefit of Lenders pursuant to the Loan
          Documents,  any Loan Document ceases to be in full force and effect or
          any  Security  Interest  with respect to any portion of the Collateral
          intended  to  be  secured  thereby  ceases  to  be,  or is not, valid,
          perfected  and  prior  to all other Security Interests (other than the
          Permitted  Security  Interests,  and other than sales of Inventory and
          Equipment expressly permitted hereunder made in the ordinary course of
          business,  to  a bona fide purchaser, for fair market value, if all of
          the  proceeds  thereof  are  delivered  to Administrative Agent as set
          forth  herein)  or is terminated, revoked or declared void or invalid,
          or  Borrower  or any Covered Person contests or denies that it has any
          liability  or  obligation  under  any  agreement,  term,  or condition
          contained  in  any  Loan  Document  to  which Borrower or such Covered
          Person  is  a  party.

          16.1.19.  LOSS  TO COLLATERAL. Any abandonment, loss, theft, damage or
          destruction  of  any  item  or items of Collateral occurs which is not
          covered  by  insurance  as  required  herein  and has or is reasonably
          likely  to  have  a  Material  Adverse  Effect.

          16.1.20.  GUARANTY; GUARANTOR. Any Guaranty ceases to be in full force
          and  effect  or  any  action  is  taken  to  discontinue or assert the
          invalidity  or unenforceability of any Guaranty or any Guarantor fails
          to  comply with any of the terms or provisions of any Guaranty, or any
          representation  or  warranty  of  Guarantor  therein  is false, or any
          Guarantor  denies that it has any further liability under any Guaranty
          or  gives  notice  to Lender to such effect, or any Guarantor fails to
          furnish  the  financial  statements  required  under  any  Guaranty or
          otherwise  breaches  or  is  in  default of any obligation or covenant
          contained  in  any  Guaranty.

          16.1.21.  MATERIAL ADVERSE CHANGE. There occurs any action or event or
          there  is  a  nonoccurrence  of  any  action  or  event,  which has or
          reasonably  could  be  likely  to  have  a  Material  Adverse  Effect.


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          16.1.22. NEGATIVE PLEDGE. The occurrence of a breach, default or event
          of  default  by  any  Borrower of a negative pledge or other agreement
          which  restricts  or  otherwise prohibits a Borrower from granting any
          consensual  lien  or  Security  Interest  with respect to its owned or
          leased  real  property  upon  which  its  business  is  conducted.

     16.2.  CROSS-DEFAULT.  An  Event  of  Default  under  this  Agreement  will
     automatically  and  immediately constitute a default under every other Loan
     Document without regard to any requirement therein for the giving of notice
     or  the  passing  of  time.

     16.3.  RIGHTS  AND  REMEDIES.

          16.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default described
          in  Section  16.1.12,  all of the Commitments shall be deemed canceled
          without  any  action or notice by the Lenders or Administrative Agent,
          and Lenders shall have no obligation to make any further or subsequent
          Advances.  Upon the occurrence and during the continuance of any other
          Event  of  Default,  the  Required  Lenders in their sole and absolute
          discretion  may  cancel  the Commitments. Such cancellation may be, in
          any  case,  without  presentment,  demand or notice of any kind, which
          Borrower  expressly waives. Borrower hereby waives any requirement for
          notice  of  acceleration.

          16.3.2.  ACCELERATION;  FUNDING. Upon an Event of Default described in
          Section  16.1.12,  all  of  the  outstanding  Loan  Obligations  shall
          automatically  become  immediately due and payable. From and after the
          date  the  Lenders have knowledge of an Event of Default under Section
          16.1.1,  no further Advances shall be made unless the Required Lenders
          approve in writing any further Advances or unless the Required Lenders
          waive in writing such Event of Default. Upon the occurrence and during
          the  continuance  of  any  other  Event  of  Default,  and at any time
          thereafter,  (i)  the Administrative Agent may or, at the direction of
          the  Required  Lenders  shall,  cease  making  Advances,  and (ii) the
          Required Lenders in their sole and absolute discretion may declare all
          of  the  outstanding Loan Obligations immediately due and payable. Any
          such  acceleration may be, in either case, without presentment, demand
          or  notice  of  any  kind,  which  Borrower  expressly  waives.

          16.3.3.  RIGHT  OF SET-OFF. During an Existing Default, each Lender is
          hereby  authorized,  without notice to Borrower (any such notice being
          expressly waived by Borrower), to the fullest extent permitted by law,
          to set off and apply against the Loan Obligations any and all deposits
          (general  or  special,  time  or  demand, provisional or final) or any
          other  assets  at  any  time  held  by  or at such Lender or under the
          control  of  or  otherwise  pledged  to  such  Lender,  or  any  other
          Indebtedness at any time owing by such Lender (or its Affiliate) to or
          for  the credit or the account of Borrower, irrespective of whether or
          not such Lender shall have made any demand under this Agreement or the
          Notes  or  any  Guaranty  and  although  such  Loan Obligations may be
          unmatured.  The  rights  of  each  Lender  under  this  Section are in
          addition  to other rights and remedies (including, without limitation,
          other  rights  of  set-off)  which such Lender may otherwise have. Any
          such amounts shall be promptly turned-over to the Administrative Agent
          in  the  form  received for application to the Loan Obligations as set
          forth  in  this  Agreement. During an Existing Default, Administrative
          Agent  is  hereby  authorized,  without  notice  to Borrower (any such


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          notice  being  expressly  waived  by  Borrower),  to set off and apply
          against the Loan Obligations any and all deposits (general or special,
          time or demand, provisional or final) or other assets at any time held
          by  or  at  Administrative Agent, or under the control of or otherwise
          pledged to Administrative Agent, or any other Indebtedness at any time
          owing  by  Administrative Agent or any Affiliate thereof to or for the
          credit  or  the  account  of  Borrower, irrespective of whether or not
          Administrative  Agent  or  any  Affiliate  thereof shall have made any
          demand  under this Agreement or the Loan Obligations and although such
          Loan  Obligations  may  be  unmatured.

          16.3.4.  NOTICE TO ACCOUNT DEBTORS. Upon the occurrence and during the
          continuance  of  an  Event  of  Default,  Administrative Agent may (if
          Required  Lenders concur or direct), without prior notice to Borrower,
          notify any or all Account Debtors that the Accounts have been assigned
          to  Administrative  Agent  for  the  benefit  of  Lenders  and  that
          Administrative  Agent  has a Security Interest therein for the benefit
          of  Lenders,  and  Administrative  Agent  may  direct, or Borrower, at
          Administrative  Agent's  request,  shall  direct,  any  or all Account
          Debtors  to  make  all  payments  upon  the  Accounts  directly  to
          Administrative  Agent  for  the  benefit  of  Lenders.

          16.3.5.  ENTRY  UPON  PREMISES  AND  ACCESS  TO  INFORMATION. Upon the
          occurrence  and  during  the  continuance  of  an  Event  of  Default,
          Administrative  Agent  may  (or shall at the direction of the Required
          Lenders) (i) enter upon the premises leased or owned by Borrower where
          Collateral  is  located  (or  is  believed  to be located) without any
          obligation to pay rent to Borrower, or any other place or places where
          Collateral is believed to be located, (ii) render Collateral usable or
          saleable,  (iii)  remove  Collateral  therefrom  to  the  premises  of
          Administrative  Agent  or  any  agent of Administrative Agent for such
          time  as  Administrative  Agent  may  desire  in  order effectively to
          collect  or  liquidate  Collateral;  (iv) take possession of, and make
          copies and abstracts of, Borrower's original books and records, obtain
          access  to Borrower's data processing equipment, computer hardware and
          software  relating  to  any  of  the  Collateral  and  use  all of the
          foregoing  and  the  information  contained  therein  in  any  manner
          Administrative Agent deems appropriate in connection with the exercise
          of Administrative Agent's rights; and (v) notify postal authorities to
          change  the  address  for  delivery  of  Borrower's mail to an address
          designated  by  Administrative  Agent and to receive, open and process
          all  mail  addressed  to  Borrower.

          16.3.6. COMPLETION OF UNCOMPLETED INVENTORY ITEMS. Upon the occurrence
          and  during  the  continuance  of  an Event of Default, Administrative
          Agent  may (or shall at the direction of the Required Lenders) request
          that  Borrower,  and  Borrower shall upon such request, use Borrower's
          best  efforts  to  obtain  the  consent  of  its and any other Covered
          Person's  customers  to the completion (before or after foreclosure by
          Administrative  Agent  of  its  security  interest  therein)  of  the
          manufacture  of  all  uncompleted Inventory items that Borrower or any
          other  Covered Person was manufacturing for such customers pursuant to
          contracts  or  accepted  purchase  orders,  and the commitment by such
          customers  to purchase such items upon their completion as provided in
          the relevant contracts or accepted purchase orders. Borrower shall, as
          an  uncompensated agent for Lenders, complete or cause to be completed
          the  manufacture  and  shipment  of  all such items as provided in the
          relevant contracts or accepted purchase orders if Administrative Agent
          so  directs.

          16.3.7.  BORROWER'S  OBLIGATIONS.  Upon  the occurrence and during the
          continuance  of an Event of Default, Borrower shall, if Administrative
          Agent  so  requests,  assemble all the movable tangible Collateral and
          make  it  available to Administrative Agent at a place or places to be
          designated  by  Administrative  Agent  in  its  discretion.

          16.3.8.  SECURED  PARTY  RIGHTS.  Upon  the  occurrence and during the
          continuance  of  an  Event  of  Default:


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               16.3.8.1.  Administrative  Agent  may  exercise any or all of its
               rights  under the Security Documents as a secured party under the
               UCC  and  any  other  applicable  Law;  and

               16.3.8.2.  Administrative  Agent may sell or otherwise dispose of
               any  or  all  of  the  Collateral  at public or private sale in a
               commercially  reasonable  manner, which sale Administrative Agent
               may  postpone  from  time to time by announcement at the time and
               place  of sale stated in the notice of sale or by announcement at
               any adjourned sale without being required to give a new notice of
               sale,  all  as  Administrative Agent deems advisable, for cash or
               credit.  A  Lender  may  become the purchaser at any such sale if
               permissible  under  applicable Law, and Borrower agrees that such
               Lender has no obligation to preserve rights to Collateral against
               prior parties or to marshal any Collateral for the benefit of any
               Person.  Borrower  agrees that if Administrative Agent conducts a
               private  sale of any Collateral by requesting bids from 5 or more
               dealers, distributors, or lessors in that type of Collateral, any
               sale  by  Administrative  Agent of such Collateral, in bulk or in
               parcels,  to the bidder submitting the highest cash bid therefor,
               which  occurs  within  120  days  of  the  later  to occur of (a)
               Administrative  Agent  taking  possession  and  control  of  such
               Collateral,  or  (b)  Administrative  Agent  being  otherwise
               authorized  or  permitted  to  sell  such  Collateral,  is  a
               commercially  reasonable  sale  of such Collateral under the UCC.
               Borrower  further agrees that 10 (ten) or more days prior written
               notice  will  be  commercially reasonable notice of any public or
               private sale. Borrower agrees that the purchase of any Collateral
               by  a Vendor, as provided in any agreement between Administrative
               Agent  and  the  Vendor  or  DFS  and  Vender,  is a commercially
               reasonable  disposition and private sale of such Collateral under
               the  UCC,  and  no  request  for bids shall be required. Borrower
               irrevocably  waives  any  requirement  that  Administrative Agent
               retain  possession  and not dispose of any Collateral until after
               an arbitration hearing, arbitration award, confirmation, trial or
               final  judgment.  If  Administrative  Agent  disposes of any such
               Collateral  other  than  as  herein  contemplated, the commercial
               reasonableness  of  such  disposition  will  be  determined  in
               accordance  with  the laws of the state governing this Agreement.

          16.3.9.  JOINT  AND  SEVERAL.  Each  Obligation  and  liability  to
          Administrative  Agent  and  each  Lender  of each Borrower, including,
          without  limitation,  the  Loan Obligations, are the joint and several
          obligations  of  each  Borrower,  and Administrative Agent may proceed
          directly  against  any  Borrower, all Borrowers, any Guarantor, all of
          the  foregoing,  or any one of the foregoing or any combination of the
          foregoing,  without  first  proceeding  against  Borrower,  or without
          joining  all  Persons  liable or potentially liable for any portion of
          the Loan Obligations in one action. Each Borrower shall be jointly and
          severally  liable  as  primary  obligor  and  not merely as surety for
          repayment of all Loan arising under the Loan Documents. Such joint and
          several  liability  shall apply to each Borrower regardless of whether
          any Advance was only requested by or on behalf of or made to any other
          Borrower or the proceeds of any Advance were used only by or on behalf
          of  any  other Borrower or any indemnification obligation or any other
          obligation arose only as a result of the action of any other Borrower.
          If  any  Borrower  makes  a payment in respect of the Loan Obligations
          hereunder and under the other Loan Documents, it shall have the rights
          of  contribution  described  in  this Section 16.3.9 below against the
          other  Borrowers;  provided  that such Borrower shall not exercise its
          right  of  contribution  until  all the Loan Obligations hereunder and
          under  the  other  Loan Documents have been indefeasibly paid in full,


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          the  Commitments  have expired, and Lenders have no further obligation
          to  extend  credit  to  or  for the account of any Borrower; provided,
          however,  that  Administrative  Agent  is  hereby  granted  a Security
          Interest  in  such  right  of  contribution and may enforce such right
          during  an  Existing  Default.  It  is  the  intent  of each Borrower,
          Administrative Agent and the Lenders that each Borrower's maximum Loan
          Obligation  hereunder and under the other Loan Documents shall be, but
          not  exceed:  (i) in a case or proceeding commenced by or against such
          Borrower under the Bankruptcy Code on or within one year from the date
          on  which any of the obligations are incurred, the maximum amount that
          would not otherwise cause the Loan Obligations hereunder and under the
          other Loan Documents (or any other obligations of such Borrower to the
          Administrative Agent and the Lenders) to be avoidable or unenforceable
          against  such Borrower under (a) Section 548 of the Bankruptcy Code or
          (b)  any  state  fraudulent  transfer  or fraudulent conveyance act or
          statute  applied  in  any such case or proceeding by virtue of Section
          544  of the Bankruptcy Code; or (ii) in a case or proceeding commenced
          by  or  against  such Borrower under the Bankruptcy Code subsequent to
          one  year form the date on which any of the Loan Obligations hereunder
          and  under  the  other Loan Documents are incurred, the maximum amount
          that  would  not  otherwise  cause  the Loan Obligations hereunder and
          under  the  other  Loan  Documents  (or  any other obligations of such
          Borrower  to Administrative Agent and the Lenders) to be avoidable and
          unenforceable  against  such  Borrower  under  any  state  fraudulent
          transfer  or  fraudulent conveyance act or statute applied in any such
          case or proceeding by virtue of Section 544 of the Bankruptcy Code; or
          (iii)  in  a  case or proceeding commenced by or against such Borrower
          under  any  law,  statute or regulation other than the Bankruptcy Code
          (including,  without limitation, any other bankruptcy, reorganization,
          arrangement,  moratorium,  readjustment  of  debt,  dissolution,
          liquidation  or  similar  debtor relief laws), the maximum amount that
          would not otherwise cause the Loan Obligations hereunder and under the
          other  Loan  Documents  (or  any other obligations of such Borrower to
          Administrative Agent and the Lenders) to be avoidable or unenforceable
          against  such  Borrower  under  such  law,  statute  or  regulation,
          including,  without  limitation,  any  state  fraudulent  transfer  or
          fraudulent  conveyance  act  or  statute  applied  in any such case or
          proceeding.

          16.3.10. MISCELLANEOUS. Upon the occurrence of an Event of Default and
          at  any  time  thereafter,  Administrative  Agent  and/or  Lenders may
          exercise  any  other  rights  and remedies available to Administrative
          Agent  and/or  Lenders under the Loan Documents or otherwise available
          to  Administrative  Agent  and/or  Lenders  at  law  or  in  equity.

     16.4. APPLICATION OF FUNDS. Any funds received by Lenders or Administrative
     Agent  for the benefit of Lenders with respect to any Loan Obligation after
     its  Maturity,  including  proceeds  of  Collateral,  shall  be  applied as
     follows: (i) first, to reimburse Lenders based on their respective pro-rata
     shares  for  any amounts due to Lenders under Section 18.6; (ii) second, to
     reimburse  to Administrative Agent all unreimbursed costs and expenses paid
     or  incurred  by  Administrative  Agent that are payable or reimbursable by
     Borrower  hereunder;  (iii)  third,  to reimburse to Lenders based on their
     respective  Pro-  Rata  Shares  for unreimbursed costs and expenses paid or
     incurred  by  Lenders  (including  costs  and  expenses  incurred  by
     Administrative  Agent  as a Lender that are not reimbursable as provided in
     the  preceding  clause)  that  are  payable  or  reimbursable  by  Borrower
     hereunder;  (iv)  fourth,  to  the  payment  of accrued and unpaid fees due
     hereunder and all other amounts due hereunder and to cash collateralize (at
     105%  of  the  face  amount) any letters of credit issued by Administrative
     Agent  or  its  Affiliates  (other  than  the  Loans  and  interest accrued
     thereon);  (v)  fifth,  to  the payment of interest accrued on the Loans to
     each  of  Lenders  based  on  their  respective pro-rata shares; and to the
     payment  (pari  passu  with  the  foregoing) of any Interest/Currency Hedge


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     Obligations; (vi) sixth, to the payment of the Loans of each of Lenders, in
     such  order as each Lender determines in its absolute discretion; and (vii)
     seventh,  to  the  payment  of  the  other  Loan  Obligations based on each
     Lender's respective pro-rata shares. Any remaining amounts shall be applied
     to  payment  of  all  the  Obligations to Administrative Agent. Any further
     remaining  amounts shall be paid to Borrower or such other Persons as shall
     be legally entitled thereto. Except as expressly provided otherwise herein,
     Lenders  may  apply,  and reverse and reapply, payments and proceeds of the
     Collateral  to  the  Loan  Obligations  in such order and manner as Lenders
     determine  in their absolute discretion. Borrower hereby irrevocably waives
     the  right  to  direct  the  application  of  payments  and proceeds of the
     Collateral. Notwithstanding the foregoing, the Administrative Agent and the
     Lenders  may,  with respect to the Aggregate Floorplan Loan Facility apply:
     (i)  at  any  time,  payments  to  reduce  finance  charges  first and then
     principal,  regardless  of  Borrower's  instructions;  and  (ii)  principal
     payments  to  the  oldest  (earliest)  invoice  for  Collateral financed by
     Administrative  Agent  and  Lenders  under  the  Aggregate  Floorplan  Loan
     Facility  (including  the  Interim  Floorplan  Loan  Facility), but, in any
     event,  all  principal  payments  will  first be applied to such Collateral
     financed  by Administrative Agent and Lenders under the Aggregate Floorplan
     Loan  Facility  (including  the  Interim  Floorplan Loan Facility) which is
     sold,  lost,  stolen,  damaged, rented, leased, or otherwise disposed of or
     unaccounted  for.

     16.5.  LIMITATION  OF  LIABILITY;  WAIVER. Administrative Agent and Lenders
     shall  not be liable to Borrower as a result of any commercially reasonable
     possession,  repossession,  collection  or  sale by Administrative Agent of
     Collateral;  and  Borrower  hereby waives all rights of redemption from any
     such  sale  and the benefit of all valuation, appraisal and exemption Laws.
     If  Administrative  Agent seeks to take possession of any of the Collateral
     by  replevin or other court process, Borrower hereby irrevocably waives (i)
     the  posting of any bonds, surety and security relating thereto required by
     any  statute,  court  rule  or otherwise as an incident to such possession,
     (ii)  any demand for possession of the Collateral prior to the commencement
     of  any suit or action to recover possession thereof, (iii) any requirement
     that  Administrative  Agent  retain  possession  and  not  dispose  of  any
     Collateral  until  after  trial  or  final judgment, and (iv) to the extent
     permitted  by applicable Law, all rights to notice and hearing prior to the
     exercise  by  Administrative  Agent  of  Administrative  Agent's  right  to
     repossess  the Collateral without judicial process or to replevy, attach or
     levy  upon  the  Collateral without notice or hearing. Administrative Agent
     shall have no obligation to preserve rights to the Collateral or to marshal
     any  Collateral  for  the  benefit  of  any  Person.

     16.6.  NOTICE.  Any  notice  of  intended  action  required  to be given by
     Administrative  Agent  (including  notice  of  a  public or private sale of
     Collateral), if given as provided in Section 20.1 at least 10 days prior to
     such proposed action, shall be effective and constitute reasonable and fair
     notice  to  Borrower.

17.  ADMINISTRATIVE  AGENT  AND  LENDERS.

     17.1.  APPOINTMENT,  POWERS,  AND  IMMUNITIES.  DFS  is  hereby  appointed
     Administrative  Agent hereunder and under each of the other Loan Documents.
     Each  Lender  hereby irrevocably appoints and authorizes the Administrative
     Agent to act as its agent under this Agreement and the other Loan Documents
     with  such  powers  and  discretion  as  are  specifically delegated to the
     Administrative  Agent  by  the  terms  of this Agreement and the other Loan
     Documents,  together  with  such  other powers as are reasonably incidental
     thereto.  The Administrative Agent (which term as used in this sentence and
     in Section 18.5 and the first sentence of Section 18.6 hereof shall include
     its  Affiliates  and  its  own  and  its  Affiliates'  officers, directors,
     employees,  representatives,  and agents): (a) shall not have any duties or
     responsibilities  except  those  expressly  set forth in this Agreement and


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     shall  not  be  a  trustee  or  fiduciary  for any Lender; (b) shall not be
     responsible  to  the Lenders for any recital, statement, representation, or
     warranty  (whether  written or oral) made in or in connection with any Loan
     Document  or  any certificate or other document referred to or provided for
     in,  or received by any of them under, any Loan Document, or for the value,
     validity, effectiveness, genuineness, enforceability, or sufficiency of any
     Loan Document, or any other document referred to or provided for therein or
     for any failure by any Covered Person or any other Person to perform any of
     its  obligations  thereunder;  (c) shall not be responsible for or have any
     duty to ascertain, inquire into, or verify the performance or observance of
     any  covenants  or  agreements by any Covered Person or the satisfaction of
     any  condition or to inspect the property (including the books and records)
     of  any  Covered Person or any of its Subsidiaries or Affiliates; (d) shall
     not  be  required  to  initiate  or  conduct  any  litigation or collection
     proceedings  under  any  Loan  Document  (other  than  normal  collection
     procedures  from  the  Lockboxes); and (e) shall not be responsible for any
     action  taken  or omitted to be taken by it under or in connection with any
     Loan  Document,  except for its own gross negligence or willful misconduct.
     The  Administrative Agent may employ agents and attorneys-in-fact and shall
     not  be  responsible for the negligence or misconduct of any such agents or
     attorneys-in-fact  selected  by  it  with  reasonable  care.

     17.2.  RELIANCE  BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
     entitled  to  rely  upon any certification, notice, instrument, writing, or
     other  communication  (including,  without  limitation,  any  thereof  by
     telephone or telecopy) believed by it to be genuine and correct and to have
     been  signed, sent or made by or on behalf of the proper Person or Persons,
     and  upon advice and statements of legal counsel (including counsel for any
     Covered Person), independent accountants, and other experts selected by the
     Administrative Agent. The Administrative Agent may deem and treat the payee
     of  any Note as the holder thereof for all purposes hereof unless and until
     the  Administrative Agent receives and accepts an Assignment and Acceptance
     executed in accordance with this Agreement. As to any matters not expressly
     provided  for  by  this  Agreement,  the  Administrative Agent shall not be
     required  to  exercise  any  discretion  or  take  any action, but shall be
     required  to act or to refrain from acting (and shall be fully protected in
     so  acting or refraining from acting) upon the instructions of the Required
     Lenders,  and  such  instructions  shall  be binding on all of the Lenders;
     provided,  however,  that the Administrative Agent shall not be required to
     ---------  -------
     take any action that exposes the Administrative Agent to personal liability
     or  that  is  contrary  to any Loan Document or applicable Law or unless it
     shall  first  be indemnified to its satisfaction by the Lenders against any
     and  all  liability  and  expense  which may be incurred by it by reason of
     taking  any  such  action.

     17.3. EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL. Administrative Agent
     may  execute  any  of its duties hereunder by or through employees, agents,
     and  attorneys-in-fact  and  shall not be liable to any Lender, except with
     respect  to  money  or  securities  received  by  it  or  such  agents  or
     attorneys-in-fact,  for  the  default  or  misconduct of any such agents or
     attorneys-in-fact selected by it with reasonable care. Administrative Agent
     shall be entitled to advice of counsel concerning all matters pertaining to
     the  agency hereby created and its duties hereunder and shall not be liable
     to  any  Lender  for  acting  or failing to act as advised by such counsel,
     except  where  doing  so  violates  an express obligation of Administrative
     Agent  under  the  Loan  Documents.

     17.4.  DEFAULTS.  The  Administrative  Agent  shall  not  be deemed to have
     knowledge  or  notice  of  the  occurrence of a Default or Event of Default
     unless  the  Administrative Agent has received written notice from a Lender
     or  the  Borrower  specifying  such Default or Event of Default and stating
     that  such  notice  is  a  "Notice  of  Default".  In  the  event  that the
     Administrative  Agent receives such a written notice of the occurrence of a
     Default  or  Event of Default, the Administrative Agent shall promptly give
     notice  thereof  to the Lenders. The Administrative Agent shall (subject to


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     Section  17.2  hereof)  take  such  action  with  respect  to  such Default
     or  Event of Default as shall be directed by the Required Lenders, provided
                                                                        --------
     that,  unless  and  until the Administrative Agent shall have received such
     ----
     directions,  the  Administrative  Agent may (but shall not be obligated to)
     take  such action, or refrain from taking such action, with respect to such
     Default or Event of Default as it shall deem advisable in the best interest
     of  the  Lenders.

     17.5.  RIGHTS AS LENDER. With respect to its Commitments and the Loans made
     by  it,  DFS  (and  any  successor  acting  as Administrative Agent) in its
     capacity  as  a  Lender  hereunder  shall  have  the same rights and powers
     hereunder  as  any other Lender and may exercise the same as though it were
     not  acting as the Administrative Agent, and the term "Lender" or "Lenders"
     shall,  unless  the context otherwise indicates, include the Administrative
     Agent in its individual capacity as a Lender. DFS (and any successor acting
     as  Administrative Agent) and its Affiliates may (without having to account
     therefor  to  any  Lender)  accept  deposits  from,  lend  money  to,  make
     investments  in,  provide  services to, and generally engage in any kind of
     lending,  trust,  or  other  business with any Covered Person or any of its
     Subsidiaries  or  Affiliates  or  any Guarantor as if it were not acting as
     Administrative  Agent,  and DFS (and any successor acting as Administrative
     Agent)  and its Affiliates may accept fees and other consideration from any
     Covered  Person  or  any of its Subsidiaries or Affiliates or any Guarantor
     for  services in connection with this Agreement or otherwise without having
     to  account  for  the  same  to  Lenders.

     17.6.  INDEMNIFICATION.  The  Lenders  agree to reimburse and indemnify the
     Administrative  Agent  (to  the  extent  not  reimbursed under the terms of
     Section  18.6,  but  without limiting the obligations of the Borrower under
     such  Section) in accordance with their respective pro-rata shares, for any
     and  all  liabilities,  obligations,  losses,  damages, penalties, actions,
     judgments,  suits,  costs, expenses (including reasonable attorneys' fees),
     or  disbursements of any kind and nature whatsoever that may be imposed on,
     incurred  by or asserted against the Administrative Agent (including by any
     Lender)  in  any way relating to or arising out of any Loan Document or the
     transactions  contemplated  thereby  or  any  action  taken  or  omitted
     by  the  Administrative  Agent  under  any  Loan Document; provided that no
                                                                --------
     Lender  shall  be  liable for any of the foregoing to the extent they arise
     from  the  gross  negligence  or  willful  misconduct  of  the Person to be
     indemnified.  Without  limitation  of  the foregoing, each Lender agrees to
     reimburse  the  Administrative  Agent promptly upon demand for its pro-rata
     share  of  any  costs or expenses payable by the Borrower to Administrative
     Agent  under this Agreement or the other Loan Documents, to the extent that
     the  Administrative  Agent  is  not  promptly reimbursed for such costs and
     expenses  by  the  Borrower. The agreements contained in this Section shall
     survive  payment  in  full of the Loans and all other amounts payable under
     this  Agreement  and  the  termination  of  the  Commitments.

     17.7.  NOTIFICATION  OF  LENDERS.  Each  Lender  agrees to use commercially
     reasonable  efforts (but no Lender shall have liability to any other Lender
     or  Administrative  Agent  for  failure to use such commercially reasonable
     efforts, unless such failure is due to a Lender's willful misconduct in not
     using  such  commercially reasonable efforts), upon becoming actually aware
     of  anything  which  has or is reasonably likely to have a Material Adverse
     Effect  on  any Covered Person, including any Guarantor, to promptly notify
     Administrative  Agent  thereof. Administrative Agent shall promptly deliver
     to  each  Lender  copies of every written notice, demand, report (including
     any financial report), or other writing which Administrative Agent gives to
     or  receives from Borrower or any Lender, or of which Administrative Agent,
     in  its  capacity  as  a Lender otherwise becomes actually aware, and which
     itself (a) constitutes, or which contains information about, something that
     has  or  is  reasonably  likely  to  have  a Material Adverse Effect on any
     Covered  Person,  including any Guarantor, or (b) is otherwise delivered to
     Administrative  Agent  by  Borrower  pursuant  to the Loan Documents and is
     deemed material information by Administrative Agent in its sole discretion.
     Any  Lender  may  specifically  request  certain  information regarding any


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     Covered  Person  which  it  reasonably  believes  is  in  the possession of
     Administrative  Agent.  Administrative  Agent  and its directors, officers,
     agents,  and employees shall have no liability to any Lender for failure to
     deliver  any  such item to such Lender unless the failure constitutes gross
     negligence  or  willful  misconduct.

     17.8.  NON-RELIANCE  ON AGENT AND OTHER LENDERS. Each Lender agrees that it
     has,  independently and without reliance on the Administrative Agent or any
     other  Lender, and based on such documents and information as it has deemed
     appropriate,  made its own credit analysis of the Covered Persons and their
     Subsidiaries  and  the  Guarantors  and its own decision to enter into this
     Agreement  and  that  it  will, independently and without reliance upon the
     Administrative  Agent  or any other Lender, and based on such documents and
     information  as it shall deem appropriate at the time, continue to make its
     own  analysis  and  decisions in taking or not taking action under the Loan
     Documents. Except for notices, reports, and other documents and information
     expressly  required  to  be  furnished to the Lenders by the Administrative
     Agent  hereunder,  the  Administrative  Agent  shall  not  have any duty or
     responsibility  to  provide any Lender with any credit or other information
     concerning  the  affairs,  financial  condition, or business of any Covered
     Person  or  any  of its Subsidiaries or Affiliates or any of the Guarantors
     that may come into the possession of the Administrative Agent or any of its
     Affiliates.

     17.9.  RESIGNATION.  The  Administrative  Agent  may  resign at any time by
     giving  notice  thereof  to  the  Lenders  and  the Borrower. Upon any such
     resignation,  the  Required  Lenders  shall  have  the  right  to appoint a
     successor  Administrative  Agent.  Effective  with  such  resignation,  the
     resigning  Administrative  Agent  shall assign (at Borrower's sole cost and
     expense)  all  Security  Interests  and  liens  in the Collateral, security
     documents  and UCC filings, and do all other things reasonably necessary so
     as  to  assign  and  transfer  the  Security  Interests  in  the Collateral
     (including,  all  documents  effectuating  or  evidencing  such  Security
     Interests)  to  any  successor  Administrative  Agent.  The  successor
     Administrative  Agent  appointed by the Required Lenders shall be a Lender.
     If  no  successor  Administrative Agent shall have been so appointed by the
     Required  Lenders  and  shall  have accepted such appointment within thirty
     (30)  days  after  the  retiring Administrative Agent's giving of notice of
     resignation,  then  the retiring Administrative Agent may, on behalf of the
     Lenders,  appoint  a  successor  Administrative  Agent  which  shall  be  a
     commercial  bank or other financial institution organized under the laws of
     the  United  States of America or any state thereof having combined capital
     and  surplus  of  at  least  $300,000,000.  Upon  the  acceptance  of  any
     appointment  as  Administrative  Agent  hereunder  by  a  successor,  such
     successor shall thereupon succeed to and become vested with all the rights,
     powers,  discretion,  privileges, and duties of the retiring Administrative
     Agent,  and  the retiring Administrative Agent shall be discharged from its
     duties and obligations hereunder. After any retiring Administrative Agent's
     resignation  hereunder  as  Administrative  Agent,  the  provisions of this
     Section  shall continue in effect for its benefit in respect of any actions
     taken  or  omitted  to be taken by it while it was acting as Administrative
     Agent.

     17.10.  COLLECTIONS  AND  DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.
     Except  as  otherwise  provided  in  this  Agreement,  including  the other
     provisions  of this Agreement pertaining to interest on the Floorplan Loans
     and  the  Interim  Floorplan  Loans  and  the  provisions  of  Section  4.4
     pertaining  to  the  suspension  or  reduction of payments of principal and
     interest  to  the  Lenders  under  certain  circumstances,  all payments of
     interest,  fees,  principal  and  other  amounts received by Administrative
     Agent  for  the  account  of Lenders shall be distributed by Administrative
     Agent  to  Lenders  in  accordance  with  their  pro-rata  shares  of  the
     outstanding  Loan  Obligations  at  the  time  of such distribution by wire
     transfer  of  same  day  funds to Lenders as provided in this Agreement (or
     entirely  to Administrative Agent in the case of payments of interest, fees
     or  principal  with  respect  to the Swingline Loan) on the Settlement Date


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     following  the  date when received, unless received after 12:00 noon (Local
     Time)  on  a Settlement Date, in which case they shall be so distributed by
     12:00  noon  (Local Time) on the next Settlement Date. All amounts received
     by  any  Lender  on  account  of  the  Loan  Obligations, including amounts
     received  by  way  of setoff, shall be paid over promptly to Administrative
     Agent  for  distribution to Lenders as provided above in this Section. Such
     distributions  shall be made according to instructions that each Lender may
     give  to  Administrative  Agent  from  time  to  time.

18.    GENERAL.

     18.1.  LENDERS'  RIGHT TO CURE. Administrative Agent or any Lender may (but
     shall  not be obligated to), from time to time, in its absolute discretion,
     for Borrower's account and at Borrower's expense, pay (or, with the consent
     of  Required  Lenders,  make a Revolving Loan Advance, Term Loan Advance or
     Floorplan  Loan  Advance  to  pay)  any  amount  or  do any act required of
     Borrower hereunder or requested by Administrative Agent or Required Lenders
     to  preserve,  protect,  maintain  or  enforce  the  Loan  Obligations, the
     Collateral  or  Administrative  Agent's  Security Interests therein for the
     benefit  of  Lenders,  and  which  Borrower  fails  to pay or do, including
     payment  of  any  judgment  against  Borrower,  insurance  premium,  Taxes,
     warehouse charge, finishing or processing charge, landlord's claim, and any
     other  Security  Interest  upon  or  with  respect  to  the Collateral. All
     payments  that  Lenders make pursuant to this Section and all out-of-pocket
     costs  and expenses that Lenders pay or incur in connection with any action
     taken  by  them  hereunder  shall  be  a  part of the Loan Obligations, the
     repayment  of which shall be secured by the Collateral. Any payment made or
     other  action  taken  by  Lenders pursuant to this Section shall be without
     prejudice  to  any  right  to  assert  an Event of Default hereunder and to
     pursue  Lender's  other  rights  and  remedies  with  respect  thereto.

     18.2. RIGHTS NOT EXCLUSIVE. Every right granted to Administrative Agent and
     Lenders  hereunder or under any other Loan Document or allowed to it at law
     or  in  equity shall be deemed cumulative and may be exercised from time to
     time.

     18.3.  SURVIVAL OF AGREEMENTS. All covenants and agreements made herein and
     in  the  other  Loan  Documents shall survive the execution and delivery of
     this  Agreement, the Notes and other Loan Documents and the making of every
     Advance. All agreements, obligations and liabilities of Borrower under this
     Agreement  concerning  the  payment  of  money  to Administrative Agent and
     Lenders, including Borrower's obligations under Sections 18.5 and 18.6, but
     excluding  the  obligation to repay the Loans and interest accrued thereon,
     shall  survive  the  repayment  in  full  of the Loans and interest accrued
     thereon,  whether  or not indefeasible, the return of the Notes to Borrower
     and  the  termination  of  the  Commitments.

     18.4.  ASSIGNMENTS.

          18.4.1.  PERMITTED  ASSIGNMENTS. At any time after the Execution Date,
          any  Lender  may  assign  to  one  or more Eligible Assignees all or a
          portion  of its rights and obligations under this Agreement (including
          all  or  a portion of the Notes payable to it, its Commitments and its
          Loans),  provided  that  the terms of assignment satisfy the following
          requirements:

               18.4.1.1.  Administrative  Agent  shall  have  accepted  the
               assignment,  which acceptance shall not be unreasonably withheld;
               provided,  however,  that if the Commitments have been terminated
               and  the  Loan  Obligations  accelerated by the Required Lenders,
               then  Administrative  Agent's  consent  shall  not  be  required.


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               18.4.1.2.  Each such assignment shall be of a constant, and not a
               varying,  percentage  of all of the assigning Lender's rights and
               obligations  under  this  Agreement.

               18.4.1.3. For each assignment involving the issuance and transfer
               of  Notes,  the  assigning Lender shall execute an Assignment and
               Acceptance in the form attached hereto as Exhibit 18.4.1 together
               with  any Note subject to such assignment and a processing fee of
               $4,000.

               18.4.1.4.  The  minimum Commitment which shall be assigned (which
               shall  include  the  applicable portion of the assigning Lender's
               Revolving  Loan  Commitment,  Term  Loan Commitment and Floorplan
               Loan  Facility,  (and  in  the  case of Administrative Agent, the
               Swingline Commitment and the Interim Floorplan Loan Facility)) is
               $10,000,000 or such lesser amount which constitutes such Lender's
               entire  Commitment; provided, however, that no such minimum shall
               apply  between a Lender and its Affiliates, or between one Lender
               and  another  Lender  or  to  an  assignment of all of a Lender's
               rights  and  obligations  under  this  Agreement.

               18.4.1.5. The assignee shall have an office located in the United
               States  and  is  otherwise  an  Eligible  Assignee.

          Upon  execution,  delivery,  and  acceptance  of  such  Assignment and
          Acceptance,  the  assignee  thereunder shall be a party hereto and, to
          the  extent  of  such  assignment,  have  the obligations, rights, and
          benefits  of a Lender hereunder and the assigning Lender shall, to the
          extent  of such assignment, relinquish its rights and be released from
          its  obligations  under  this  Agreement. Upon the consummation of any
          assignment  pursuant to this Section, the assignor, the Administrative
          Agent and the Borrower shall make appropriate arrangements so that, if
          required,  new  Notes  are issued to the assignor and the assignee. If
          the  assignee  is not incorporated under the laws of the United States
          of  America  or  a state thereof, it shall deliver to the Borrower and
          the  Administrative  Agent  certification  as  to  the  exemption from
          deduction  or  withholding  of  Taxes in accordance with Section 4.12.

          18.4.2.  REGISTER;  CONSEQUENCES  AND  EFFECT  OF  ASSIGNMENTS.

               18.4.2.1.  From  and  after  the  effective date specified in any
               Assignment  and  Acceptance,  the  assignee  shall  be deemed and
               treated  as  a  party  to  this Agreement and, to the extent that
               rights  and obligations hereunder and under the Notes held by the
               assignor  have  been  assigned  or  negotiated  to  the  assignee
               pursuant  to  such  Assignment and Acceptance, to have the rights
               and  obligations  of  a  Lender  hereunder  as  fully  as if such
               assignee  had  been  named as a Lender in this Agreement and of a
               holder  of such Notes, and the assignor shall, to the extent that
               rights  and  obligations  hereunder or under such Notes have been
               assigned  or  negotiated  by  it  pursuant to such Assignment and
               Acceptance, relinquish its rights and be released from its future
               obligations  under  this  Agreement.

               18.4.2.2.  By  executing  and  delivering  an  Assignment  and
               Acceptance,  the  assignor thereunder and the assignee confirm to
               and  agree  with  each  other  and  the  other  parties  hereto
               substantially  as  follows:  (i)  the  assignment made under such
               Assignment  and  Acceptance  is  made without recourse; (ii) such
               assignor  makes  no  representation  or  warranty  and assumes no


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               responsibility  with  respect  to  the financial condition of any
               Covered  Person  or Guarantor or the performance or observance by
               any  Covered  Person or Guarantor of any of its Loan Obligations;
               (iii)  such assignee confirms that it has received a copy of this
               Agreement,  together  with copies of the Financial Statements and
               such  other Loan Documents and other documents and information as
               it  has  deemed  appropriate  to make its own credit analysis and
               decision  to enter into such Assignment and Acceptance; (iv) such
               assignee  will,  independently  and  without  reliance  upon
               Administrative  Agent,  such  assignor,  or any other Lender, and
               based  on  such documents and information as it deems appropriate
               at  the time, continue to make its own credit decisions in taking
               or  not  taking  action  under  this Agreement; (v) such assignee
               appoints  and authorizes Administrative Agent to take such action
               as  agent  on  its  behalf and to exercise such powers under this
               Agreement  and  the  other  Loan  Documents  as  are delegated to
               Administrative  Agent  by  the terms hereof and thereof, together
               with  such  powers as are reasonably incidental thereto; and (vi)
               such  assignee  agrees  that  it  will perform in accordance with
               their  terms  all  of  the obligations which by the terms of this
               Agreement  are  required  to be performed by it as a Lender and a
               holder  of  a  Note.

               18.4.2.3.  The Administrative Agent shall maintain at its address
               referred  to  herein  a  copy  of  each Assignment and Acceptance
               delivered  to  and  accepted  by  it  and  a  register  for  the
               recordation  of  the  names  and addresses of the Lenders and the
               Commitment  of,  and  principal  amount  of  Loans owing to, each
               Lender  from  time  to  time (the "Register"). The entries in the
               Register shall be conclusive and binding for all purposes, absent
               manifest  error,  and  the Borrower, the Administrative Agent and
               the  Lenders  may treat each Person whose name is recorded in the
               Register  as  a  Lender  hereunder  for  all  purposes  of  this
               Agreement.  The Register shall be available for inspection by the
               Borrower  or  any  Lender at any reasonable time and from time to
               time  upon  reasonable  prior  notice.  Upon  its  receipt  of an
               Assignment  and  Acceptance  executed  by  the  parties  thereto,
               together  with any Note subject to such assignment and payment of
               the  processing  fee,  the  Administrative  Agent  shall, if such
               Assignment  and  Acceptance  has  been  completed  and  is  in
               substantially  the form of Exhibit 18.4.1 hereto, (i) accept such
               Assignment  and Acceptance, (ii) record the information contained
               therein  in  the Register and (iii) give prompt notice thereof to
               the  parties  thereto  and  to  Borrower.

          18.4.3.  ADMINISTRATIVE  AGENT  TO  RETAIN  COPIES  OF ASSIGNMENTS AND
          ACCEPTANCES.  Administrative  Agent  shall  maintain  a  copy  of each
          Assignment  and  Acceptance  delivered  to  and  accepted  by  it.

          18.4.4.  NOTICE  TO  BORROWER  OF  ASSIGNMENT.  Upon its receipt of an
          Assignment  and  Acceptance  executed  by  an  assigning  Lender,  if
          Administrative  Agent  accepts  the  assignment  contemplated thereby,
          Administrative  Agent shall give prompt notice thereof to Borrower. If
          Borrower  consents  to  the  assignment contemplated thereby (Borrower
          agrees  such  consent  shall not be unreasonably withheld or delayed),
          Borrower  shall  execute and deliver replacement Notes to the assignor
          and  assignee  as  requested  by Administrative Agent and necessary to
          give effect to the assignment. If Borrower fails or refuses to execute
          and deliver such replacement Notes, Administrative Agent may, as agent
          and  attorney-in-fact  for  Borrower,  execute  and  deliver  such
          replacement  Notes  on  behalf  of  Borrower. Borrower hereby appoints


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          Administrative  Agent  as  its  agent  and  attorney-in-fact  for such
          purpose  and  acknowledges that such power is coupled with an interest
          and  therefore  irrevocable  until  the  Loan  Obligations  have  been
          indefeasibly paid in full in cash and the Commitments have terminated.
          Administrative  Agent  shall  not  have  any  liability to Borrower or
          anyone  else, including any Lender, as a consequence of exercising the
          power granted to Administrative Agent in the foregoing sentence in any
          instance,  except  in cases of Administrative Agent's gross negligence
          or  willful  misconduct.

          18.4.5.  ASSIGNMENT TO FEDERAL RESERVE BANK. Notwithstanding any other
          provision  set  forth  in  this  Agreement, any Lender may at any time
          assign and pledge all or any portion of its Loans and its Notes to any
          Federal  Reserve  Bank as collateral security pursuant to Regulation A
          and  any  Operating  Circular  issued by such Federal Reserve Bank. No
          such  assignment  shall  release  the  assigning  Lender  from  its
          obligations  hereunder.

          18.4.6.  INFORMATION.  Any  Lender or Administrative Agent may furnish
          any  information concerning the Borrower or any of its Subsidiaries in
          the possession of such Lender or Administrative Agent, as the case may
          be,  from  time  to  time  to  assignees,  affiliates  or participants
          (including  prospective  assignees  and  participants).

          18.4.7.  SALE  OF PARTICIPATIONS. No Lender may sell participations in
          its  Loans to any other Person; provided, however, any Lender may sell
          such  participations  as it may be required to do under any applicable
          Law or as otherwise instructed to do so by any Governmental Authority.

     18.5.  PAYMENT  OF  EXPENSES.  Borrower  agrees  to  pay  or  reimburse  to
     Administrative Agent all of Administrative Agent's reasonable out-of-pocket
     costs  incurred  in  connection  with  Administrative Agent's due diligence
     review  before  execution  of  the  Loan  Documents;  the  negotiation  and
     preparation  of  proposals, a commitment letter and the Loan Documents; the
     syndication  of  the  Loans; the administration of this Agreement, the Loan
     Documents  and the Loans; the perfection of Administrative Agent's Security
     Interests  in  the  Collateral;  the  interpretation  of  any  of  the Loan
     Documents;  the  enforcement  of Administrative Agent's rights and remedies
     under the Loan Documents after a Default or Event of Default; any amendment
     of or supplementation to any of the Loan Documents; and any waiver, consent
     or  forbearance  with  respect  to  any  Default  or  Event  of  Default.
     Administrative  Agent's  reasonable out-of-pocket costs may include but are
     not  limited  to  the  following,  to  the extent they are actually paid or
     incurred  by  Administrative  Agent: title insurance fees and premiums; the
     cost of searches for Security Interests existing against Covered Persons or
     Guarantors;  recording  and  filing  fees  and  taxes;  appraisal  fees;
     environmental  consultant  fees;  litigation  costs; and all attorneys' and
     paralegals'  expenses  and  reasonable  fees.  Attorneys'  and  paralegals'
     expenses may include but are not limited to filing charges; telephone, data
     transmission,  facsimile  and  other communication costs; courier and other
     delivery  charges;  and  photocopying charges. Litigation costs may include
     but  are not limited to filing fees, deposition costs, expert witness fees,
     expenses  of  service  of process, and other such costs paid or incurred in
     any  administrative,  arbitration,  or court proceedings involving a Lender
     and  any  Covered  Person, including proceedings under the Bankruptcy Code.
     All  costs  which  Borrower is obligated to pay or reimburse Administrative
     Agent  are Loan Obligations payable to Administrative Agent and are payable
     on  demand  by  Administrative  Agent.

     18.6.  GENERAL  INDEMNITY.


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          18.6.1.  Borrower agrees to indemnify and hold harmless Administrative
          Agent  and  each  Lender  and  each  of  their  affiliates  and  their
          respective officers, directors, employees, attorneys, representatives,
          agents,  and  advisors (each, an "Indemnified Party") from and against
                                            ------------------
          any  and all claims, damages, losses, liabilities, costs, and expenses
          (including,  without  limitation, reasonable attorneys' fees) that may
          be  incurred  by or asserted or awarded against any Indemnified Party,
          in  each  case  arising  out  of or in connection with or by reason of
          (including,  without limitation, in connection with any investigation,
          litigation,  or  proceeding  or  preparation  of defense in connection
          therewith)  the  Loan Documents, the Acquisition Documents, any of the
          transactions  contemplated herein or the actual or proposed use of the
          proceeds  of  the  Loans  (including, without limitation, any payments
          made  by  Administrative Agent to any Person (other than Borrower) who
          is a party to any blocked account and/or lockbox agreement, including,
          without  limitation,  any  indemnity  payments by Administrative Agent
          thereunder),  or  the manufacture, storage, transportation, release or
          disposal  of any Hazardous Material on, from, over or affecting any of
          the  Collateral or any of the assets, properties, or operations of any
          Covered Person or any predecessor in interest, directly or indirectly,
          except  to  the  extent  such claim, damage, loss, liability, cost, or
          expense  is  found  in  a final, non-appealable judgment by a court of
          competent  jurisdiction to have resulted from such Indemnified Party's
          gross  negligence  or  willful  misconduct.  In  the  case  of  an
          investigation,  litigation  or other proceeding to which the indemnity
          in  this Section applies, such indemnity shall be effective whether or
          not  such  investigation,  litigation  or proceeding is brought by the
          Borrower,  its  directors, shareholders or creditors or an Indemnified
          Party  or  any  other  Person  or any Indemnified Party is otherwise a
          party  thereto and whether or not the transactions contemplated hereby
          are  consummated. The Borrower agrees not to assert and agrees that it
          will  not  direct any other Covered Person to assert any claim against
          any  Indemnified  Party,  on  any  theory  of  liability, for special,
          indirect,  consequential,  or  punitive  damages  arising  out  of  or
          otherwise  relating  to  the Loan Documents, the Acquisition Documents
          any  of the transactions contemplated herein or the actual or proposed
          use  of  the  proceeds  of  the  Loans.  Borrower  also agrees to pay,
          indemnify  and  hold  harmless  the  Indemnified Parties for, from and
          against, and shall promptly reimburse the Indemnified Parties for, any
          and  all  claims,  damages,  liabilities,  losses,  costs and expenses
          (including reasonable attorneys' fees and expenses and amounts paid in
          settlement) incurred, paid or sustained by the Indemnified Parties, or
          enforcement  by Administrative Agent of any of its rights with respect
          thereto,  except  to  the  extent such claim, damage, loss, liability,
          cost,  or  expense  is  found in a final, non-appealable judgment by a
          court of competent jurisdiction to have resulted from such Indemnified
          Party's  gross  negligence  or willful misconduct. Borrower shall pay,
          indemnify  and  hold  harmless  the  Indemnified Parties for, from and
          against, and shall promptly reimburse the Indemnified Parties for, any
          and  all  claims,  damages,  liabilities,  losses,  costs and expenses
          (including reasonable attorneys' fees and expenses and amounts paid in
          settlement)  incurred,  paid  or sustained by the Indemnified Parties,
          arising out of or relating to the Acquisition Documents or enforcement
          by  Administrative  Agent  of  any of its rights with respect thereto.
          Each  Borrower  covenants  and  agrees  to assume liability for and to
          protect, indemnify and hold harmless the Administrative Agent and each
          of  the  Lenders  from  any and all liabilities, obligations, damages,
          penalties,  claims,  causes  of  action,  costs,  charges and expenses
          (including without limitation, attorneys' fees), which may be incurred
          by,  imposed  or  asserted  against  the  Administrative  Agent or any
          Lender,  howsoever  arising  or  incurred  because  of.  out  of or in
          connection  with  the  disbursements  of  Revolving Loans, Term Loans,
          Swingline  Loans,  Interim  Floorplan  Loans,  or  Floorplan  Loans in
          accordance  with  Section 2.9; provided, however, the liability of the
          Borrowers  pursuant  to  this  indemnity  shall  not  extend  to  any


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          liability,  obligation, damage, penalty, claim, cause of action, cost,
          charge  or expense caused by or arising out of the gross negligence or
          willful  misconduct  of  the  Administrative  Agent  or  the  Lenders.
          Borrower:  (i)  is  obligated  to  pay any Loan Obligation even if any
          Collateral is defective or fails to conform to any warranties extended
          by  any  third  party;  (ii)  shall  not assert against Administrative
          Agent,  any Lender or any other Indemnified Party any claim or defense
          Borrower  has  against  any  third party; and (iii) indemnify and hold
          Administrative  Agent,  any  Lender  and  any  other Indemnified Party
          harmless  against all claims and defenses asserted by any buyer of the
          Collateral  relating  to  the  condition  of,  or  any representations
          regarding,  any  of  the  Collateral.  Borrower irrevocably waives all
          rights  of  offset  and  counterclaims  Borrower  may  have  against
          Administrative  Agent  or  any Lender, except counterclaims arising in
          cases  of  Administrative  Agent's  or  Lender's  gross  negligence or
          willful  misconduct.

          18.6.2.  The  obligations  of  Borrower  under this Section 18.6 shall
          survive  the  termination  of  the  Commitments, the indefeasible full
          payment  and  satisfaction  of  all  of  the Loan Obligations, and the
          release  of  the  Collateral. All amounts, obligations and liabilities
          referred to in Section 18.6.1 shall be deemed to be a part of the Loan
          Obligations  and  shall  be  paid  to  Administrative Agent on demand.

          18.6.3.  To  the  extent  that  any  of  the indemnities required from
          Borrower under this Section are unenforceable because they violate any
          Law  or  public policy, Borrower shall pay the maximum amount which it
          is  permitted  to  pay  under  applicable  Law.

          18.6.4.  The  foregoing  indemnification shall not apply to the extent
          such  liabilities  and  costs  are determined to have resulted or been
          caused,  in  whole  or  in  part,  by  the gross negligence or willful
          misconduct  on  the  part  of  such  Indemnified  Party. THE FOREGOING
          INDEMNIFICATION  SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS
          ARE  IN  ANY  WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
          NEGLIGENT  ACT  OR  OMISSION  OF  ANY  KIND  EXCEPT AS PROVIDED BY THE
          IMMEDIATELY  PRECEDING  SENTENCE.

     18.7.  CHANGES  IN ACCOUNTING PRINCIPLES. If any Covered Person, at the end
     of  its  fiscal  year and with the concurrence of its independent certified
     public  accountants,  changes  the  method of valuing the Inventory of such
     Covered Person, or if any other changes in accounting principles from those
     used  in the preparation of any of the Financial Statements are required by
     or  result  from  the  promulgation  of  principles,  rules,  regulations,
     guidelines,  pronouncements  or  opinions  by  the  Financial  Accounting
     Standards  Board  or the American Institute of Certified Public Accountants
     (or  successors  thereto or bodies with similar functions), and any of such
     changes  result  in a change in the method of calculation of, or affect the
     results  of  such calculation of, any of the financial covenants, standards
     or  terms  found  herein,  then  the parties hereto agree to enter into and
     diligently  pursue negotiations in order to amend such financial covenants,
     standards  or  terms  so  as  to  equitably  reflect such changes, with the
     desired result that the criteria for evaluating the financial condition and
     results  of  operations of such Covered Person shall be the same after such
     changes as if such changes had not been made; provided, however, that until
     such  amendments  are  made,  all  financial  covenants  herein and all the
     provisions  hereof  which contemplate financial calculation hereunder shall
     remain  in  full  force  and  effect.

     18.8.  LOAN  RECORDS.  The  date and amount of all Advances to Borrower and
     payments  of  amounts  due  from  Borrower under the Loan Documents will be
     recorded  in  the  records that Administrative Agent normally maintains for
     such  types  of  transactions.  The  failure  to  record,  or  any error in
     recording,  any  of the foregoing shall not, however, affect the obligation
     of  Borrower  to  repay  the Loans and other amounts payable under the Loan


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     Documents.  Borrower shall have the burden of proving that such records are
     not  correct.  Borrower agrees that Administrative Agent's and any Lender's
     books  and  records  showing  the  Loan  Obligations  and  the transactions
     pursuant  to this Agreement shall be admissible in any action or proceeding
     arising  therefrom,  and  shall  constitute  prima  facie  proof  thereof,
     irrespective  of  whether  any  Loan  Obligation  is  also  evidenced  by a
     promissory  note  or other instrument. Any statement sent by Administrative
     Agent or a Lender to a Covered Person shall be deemed correct, accurate and
     binding  on  Borrower  and  an  account  stated  (except  for reversals and
     reapplications  of  payments  as provided in Section 6.6 and corrections of
     errors  discovered  by  Administrative  Agent or a Lender), unless Borrower
     notifies  Administrative  Agent  in  writing to the contrary within 30 days
     after  such  statement is rendered. In the event a timely written notice of
     objections  is  given  by  Borrower,  only  the items to which exception is
     expressly  made  will  be  considered  to  be  disputed  by  Borrower.

     18.9.  OTHER  SECURITY  AND  GUARANTIES. Administrative Agent or any Lender
     may,  without notice or demand and without affecting Borrower's obligations
     hereunder,  from  time  to  time,  for the benefit of the other Lenders and
     Administrative  Agent  (based  upon each Lender's pro-rata share): (a) take
     from  any  Person  and  hold collateral (other than the Collateral) for the
     payment  of  all  or any part of the Loan Obligations and exchange, enforce
     and  release  such  collateral or any part thereof; and (b) accept and hold
     any  endorsement  or  Guaranty  of  payment  of all or any part of the Loan
     Obligations  and  release  or substitute any such endorser or Guarantor, or
     any  Person  who has given any Security Interest in any other collateral as
     security for the payment of all or any part of the Loan Obligations, or any
     other  Person  in  any  way  obligated  to  pay all or any part of the Loan
     Obligations.

     18.10.  LOAN  OBLIGATIONS PAYABLE IN DOLLARS. All Loan Obligations shall be
     payable  only in Dollars. If, however, to obtain a judgment in any court it
     is  necessary  to convert a Loan Obligation payable in Dollars into another
     currency,  the  rate of exchange used shall be that at which Administrative
     Agent,  using  its  customary  procedures, could purchase Dollars with such
     other  currency  in  New  York,  New  York  on the Business Day immediately
     preceding the day on which such judgment is rendered. If any sum in another
     currency  is paid to a Lender or received by a Lender and applied to a Loan
     Obligation  payable  in  Dollars, such Loan Obligation shall be deemed paid
     and  discharged  only  to  the  extent  of  the  amount  of  Dollars  that
     Administrative  Agent,  using its customary procedures, is able to purchase
     in  New  York,  New  York  with  such  sum  on the Business Day immediately
     following receipt thereof. Borrower agrees to indemnify each Lender against
     any  loss  in Dollars that it may incur on such Loan Obligation as a result
     of  such  payment  or  receipt  and  application  to  such Loan Obligation.

     18.11.  REIMBURSEMENT  OBLIGATIONS  OF  BORROWER.  Each  Borrower  hereby
     unconditionally  agrees  to  immediately pay to Administrative Agent or any
     Affiliate thereof who issues a letter of credit on Borrower's behalf or for
     Borrower's  account  all amounts required to pay all drafts drawn under any
     such  letters  of  credit  issued  for  the  account  of  Borrower  and all
     reasonable  expenses  incurred  by  Administrative  Agent  or any Affiliate
     thereof  who  issues  any  such  letter  of  credit in connection with such
     letters  of  credit and in any event and without demand to remit (which may
     be  through  obtaining  Advances)  sufficient  funds  to  pay all debts and
     liabilities  arising  under  any letter of credit issued for the account of
     Borrower.  Borrower  assumes  all  risks  of  the  acts or omissions of any
     beneficiary  of any letters of credit issued for the benefit of Borrower or
     for Borrower's account. Neither Administrative Agent, its Affiliates or any
     Lender, nor any of their respective directors, officers, employees, agents,
     or  representatives  shall  be liable or responsible for: (a) the use which
     may  be  made  of  any  of  the letters of credit issued for the benefit of
     Borrower  or  for  Borrower's  account  or  for  any  acts  or omissions of
     beneficiary  in  connection  therewith;  (b)  the  validity, sufficiency or
     genuineness  of  documents,  or of any endorsement(s) thereon, even if such


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     documents  should  in  fact  prove  to  be  in any or all respects invalid,
     insufficient,  fraudulent or forged; (c) payment by Administrative Agent to
     any  of  its  Affiliates in connection with, or payment by any Affiliate of
     Administrative  Agent  against,  presentation  of documents which, on their
     face,  appear  to  comply with the terms of any such letter of credit, even
     though  such documents may fail to bear any reference or adequate reference
     to  any such letter of credit; or (d) any other circumstances whatsoever in
     making  or failing to make payment under any letter of credit in connection
     with  which Administrative Agent would, pursuant to the Uniform Customs and
     Practices for Documentary Credits (1993 Revision), International Chamber of
     Commerce  Publication  No.  500  (as amended or replaced from time to time)
     with  respect to documentary letters of credit or the International Standby
     Practices  (ISP98),  International  Chamber of Commerce Publication No. 590
     (as  amended or replaced from time to time) with respect to standby letters
     of  credit,  or the UCC, be absolved from liability. In furtherance and not
     in  limitation  of  the  foregoing,  Administrative  Agent or any Affiliate
     thereof  may  accept  documents  that  appear on their face to be in order,
     without  responsibility for further investigation, regardless of any notice
     or  information to the contrary. The rights of Administrative Agent and its
     Affiliates  under this Section are in addition to other rights and remedies
     (including,  without  limitation,  other  rights  of  set-off)  which
     Administrative  Agent  and  its  Affiliates  may  otherwise  have.

     18.12. CONFIDENTIALITY. Administrative Agent may obtain from any vendor any
     credit,  financial or other information regarding Borrower that such vendor
     may  from time to time possess. Administrative Agent and each Lender agrees
     that  it will not disclose to third Persons any information that it obtains
     about  Borrower  or  its  operations  or  finances  that  are designated by
     Borrower in writing as confidential or that Borrower has advised Lenders in
     writing  constitutes  non-public  information. Administrative Agent and any
     Lender may, however, disclose such information to their Affiliates, to each
     other,  to  each other's Affiliates, and to all of the officers, attorneys,
     auditors,  accountants,  bank  examiners, agents and representatives of the
     foregoing  who  have a need to know such information in connection with the
     administration,  interpretation or enforcement of the Loan Documents or the
     lending  and  collection  activity  contemplated  therein  or to the extent
     required  by  Law or a Governmental Authority. Administrative Agent or such
     Lender  shall use their reasonable efforts to advise such Persons that such
     information  is  to be treated as confidential, but shall have no liability
     for  failure to do so, unless such failure is willful. Administrative Agent
     or  any  Lender may also disclose such information in any documents that it
     files  in  any  legal  proceeding to pursue, enforce or preserve its rights
     under  the  Loan  Documents. Administrative Agent may also disclose credit,
     financial,  or  other  information  on  Borrower  in Administrative Agent's
     possession  with  Vendors and potential Vendors, suppliers of Borrower, any
     Persons  liable  for  the  Loan  Obligations, or any Person involved in the
     Floorplan  Loan Facility or Interim Floorplan Loan Facility. Administrative
     Agent's  and  Lenders'  non-disclosure  obligation  shall  not apply to any
     information  that (i) is disclosed to Administrative Agent or any Lender by
     a third Person not affiliated with or employed by Borrower who does not, to
     Administrative Agent's or such Lender's knowledge, have a commensurate duty
     of  non-disclosure,  or  (ii)  is or becomes publicly known other than as a
     result  of  disclosure  by  Administrative  Agent  or  a  Lender.

     18.13.  TERMINATION.

          18.13.1.  TERMINATION  FEE. Borrower may terminate no less than all of
          the  Commitments at any time prior to the third Anniversary Date upon:
          (a)  at  least  60  days  written  notice to Administrative Agent; (b)
          payment  to  Administrative Agent of all Loan Obligations; and (c) the


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          one-time  payment  of an amount as follows to the Administrative Agent
          for  the  pro-rata  benefit  of  the  Lenders  (such payment being the
          "Termination  Fee"):

                 DATE OF                       PERCENT OF AGGREGATE
               TERMINATION                          COMMITMENTS

     On or prior to the first                          .250%
     Anniversary Date

     After the first Anniversary Date                  .150%
     through and including the
     second Anniversary Date

     After the second Anniversary                      .050%
     Date through and including the
     third Anniversary Date

The foregoing percentages are percentages of the Aggregate Commitments as of the
Effective  Date  unless  the  Commitments are reduced in accordance with Section
3.5,  in  which  case the foregoing percentages are percentages of the Aggregate
Commitments after such reduction.  In addition, the Termination Fee will also be
owing and shall be paid by Borrower if the Commitments are terminated on account
of  an  Event of Default.  Notwithstanding the foregoing, (i) if the Lenders are
replaced  and  the Loan Obligations are fully and indefeasibly paid in cash by a
new  bank  group  providing  comparable financing (including a similar floorplan
line  of credit) and in such new bank group Lenders holding at least 66.6667% of
all  of  the  Commitments participate as lenders, then the foregoing Termination
Fee shall be waived, and (ii) if there is no Existing Default and there has been
no  Default  or  Event  of  Default  within  the preceding 60 day period and the
Required Lenders elect to terminate the Commitments as set forth in Section 3.6,
then  if  the  Borrower fully and indefeasibly pays the Loan Obligations in cash
within  90  days of its receipt of such termination notice, then the Termination
Fee  shall  be  waived.

          18.13.2.  LIQUIDATED  DAMAGES.  Each  party  hereto  agrees  that  any
          Termination  Fee  represents  liquidated damages and is not a penalty.

          18.13.3.  IRREVOCABLE;  TERMINATION OF ENTIRE AGREEMENT. Any notice of
          termination delivered by Borrower to Administrative Agent (which shall
          be  in  writing)  shall be irrevocable. It is understood that Borrower
          may  elect  to  terminate  this  Agreement  in  its  entirety only, as
          provided  herein,  and  no Section, Commitment or other portion may be
          terminated  singly.

          18.13.4.  EFFECT  ON OBLIGATIONS. No termination will relieve Borrower
          from  any  Loan  Obligations  or  other  obligations to the Lenders or
          Administrative Agent under this Agreement and the other Loan Documents

19.  BINDING  ARBITRATION.

     19.1.  ARBITRABLE CLAIMS. Except as otherwise specified below, all actions,
     disputes,  claims  and  controversies under common law, statutory law or in
     equity of any type or nature whatsoever (including, without limitation, all
     torts, whether regarding negligence, breach of fiduciary duty, restraint of
     trade, fraud, conversion, duress, interference, wrongful replevin, wrongful
     sequestration,  fraud  in  the  inducement,  usury  or  any other tort, all
     contract  actions,  whether  regarding  express  or  implied terms, such as
     implied  covenants  of  good  faith,  fair  dealing,  and  the  commercial


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     reasonableness  of any Collateral disposition, or any other contract claim,
     all claims of deceptive trade practices or lender liability, and all claims
     questioning  the  reasonableness or lawfulness of any act), whether arising
     before  or  after  the  date  of  this  Agreement,  and whether directly or
     indirectly  relating to: (a) this Agreement, any other Loan Document and/or
     any amendments and addenda hereto, or the breach, invalidity or termination
     hereof;  (b)  in  any  way  connected  with or related or incidental to the
     dealings  of the parties hereto or any of them in respect of this Agreement
     or  any other Loan Document, or the transactions related hereto or thereto,
     in  each  case  whether  now  existing  or  hereafter  arising, and whether
     sounding  in contract or tort or otherwise; and/or (c) any act committed by
     Administrative  Agent,  any  Lender or by any parent company, subsidiary or
     affiliated company of Administrative Agent or any Lender (the "Agent/Lender
     Companies"),  or  by any employee, agent, officer or director of any of the
     Agent/Lender  Companies  whether or not arising within the scope and course
     of  employment  or  other  contractual  representation  of the Agent/Lender
     Companies  provided  that such act arises under a relationship, transaction
     or  dealing  between or among the Administrative Agent, the Lenders and any
     Borrower  described in clauses (a) and (b) above (collectively, each of the
     items  listed  in  clauses (a), (b) and (c), being the "Disputes"), WILL IN
     EACH  CASE  BE  SUBJECT  TO  AND  RESOLVED  BY  BINDING  ARBITRATION.

     19.2.  ADMINISTRATIVE  BODY. All arbitration hereunder will be conducted by
     the  American  Arbitration  Association  ("AAA").  If the AAA is dissolved,
     disbanded  or  becomes  subject  to  any  state  or  federal  bankruptcy or
     insolvency  proceeding,  the  parties  will  remain  subject  to  binding
     arbitration which will be conducted by a mutually agreeable arbitral forum.
     The arbitrator(s) will decide if any inconsistency exists between the rules
     of  any  applicable arbitral forum and the arbitration provisions contained
     herein.  If such inconsistency exists, the arbitration provisions contained
     herein  will  control and supersede such rules. The site of all arbitration
     proceedings  will  be  in  St.  Louis  County,  Missouri.

     19.3.  ARBITRATION  PANEL.  The parties agree that all arbitrators selected
     will  be  attorneys  with  at  least  five  (5)  years secured transactions
     experience.  The  arbitration shall be conducted before a tribunal composed
     of  three  arbitrators.  Each party shall appoint an arbitrator, obtain its
     appointee's acceptance of such appointment and deliver written notification
     of  such  appointment  and acceptance to the other party within thirty (30)
     days  after  delivery  of  notice  of  arbitration. The two party-appointed
     arbitrators  shall  jointly  appoint  the  third  arbitrator,  obtain  the
     appointee's  acceptance  of  such  appointment  and  notify  the parties in
     writing  of  such appointment and acceptance within thirty days after their
     appointment  and  acceptance.  The  third  arbitrator  shall  serve  as the
     chairperson of the tribunal. All decisions or ruling(s) of the tribunal, as
     well  as  any  interim  order(s)  or  final award, shall be pursuant to the
     majority  vote  of  the  three  arbitrators  comprising  the  tribunal.

     19.4.  DISCOVERY.  Discovery  permitted  in  any  arbitration  proceeding
     commenced  hereunder  is limited as follows. No later than thirty (30) days
     after  the  filing  of  a  claim for arbitration, the parties will exchange
     detailed statements setting forth the facts supporting the claim(s) and all
     defenses  to  be  raised during the arbitration, and a list of all exhibits
     and  witnesses.  At  least  twenty-one  (21)  days prior to the arbitration
     hearing,  the  parties  will  exchange a final list of all exhibits and all
     witnesses,  including  any  designation  of any expert witness(es) together
     with  a  summary  of  their  testimony,  and  a copy of all documents and a
     detailed description of any property to be introduced at the hearing. Under
     no  circumstances  will the use of interrogatories, requests for admission,
     or  requests  for  the  production of documents be permitted. Up to two (2)
     depositions  shall  be  permitted  for each party, but no single deposition
     shall extend for more than two (2) days or for more than seven (7) hours in
     a  day. However, in the event of the designation of any expert witness(es),
     the  following  will  occur:  (a)  all  information  and  documents  relied
     upon by the expert witness(es) will be delivered to the opposing party, (b)


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     the  opposing party will be permitted to depose the expert witness(es), (c)
     the  opposing  party  will  be  permitted  to  designate  rebuttal  expert
     witness(es),  and  (d)  the  arbitration  hearing  will be continued to the
     earliest  possible  date that enables the foregoing limited discovery to be
     accomplished.

     19.5.  EXEMPLARY  OR  PUNITIVE DAMAGES. The arbitrator(s) will not have the
     authority  to  award  exemplary  or  punitive damages and each party hereby
     irrevocably  waives  any  right to claim any exemplary or punitive damages.

     19.6.  CONFIDENTIALITY  OF  AWARDS.  All arbitration proceedings, including
     testimony  or evidence at hearings, will be kept confidential, although any
     award  or order rendered by the arbitrator(s) pursuant to the terms of this
     Agreement  may  be  entered  as a judgment or order in any state or federal
     court  and  may  be  confirmed  within  the federal judicial district which
     includes  the  residence  of the party against whom such award or order was
     entered.  This Agreement concerns transactions involving commerce among the
     several  states.  The Federal Arbitration Act, Title 9 U.S.C. Sections 1 et
     seq.,  as  amended  ("FAA") will govern all arbitration(s) and confirmation
     proceedings  hereunder.

     19.7.  PREJUDGMENT;  PROVISIONAL REMEDIES; FORECLOSURE. Nothing herein will
     be construed to prevent Administrative Agent, any Lender, or any Borrower's
     use,  whether  before,  during  or  after  institution  of  arbitration
     proceedings,  of  bankruptcy,  receivership,  injunction,  repossession,
     replevin,  claim  and  delivery,  sequestration,  seizure,  attachment,
     foreclosure,  liquidation, setoff, recoupment, and/or any other prejudgment
     or  provisional action or remedy relating to any Collateral for any current
     or  future  debt  owed by any party to the other. Any such action or remedy
     will not waive Administrative Agent, any Lender, or any Borrower's right to
     compel  arbitration  of  any  Dispute.

     19.8.  ATTORNEYS' FEES. If any Borrower, Administrative Agent or any Lender
     brings  any  other  action  for judicial relief with respect to any Dispute
     (other  than  those set forth in Section 19.7) and such action is stayed or
     dismissed,  the  party  bringing  such  action  will  be  liable  for  and
     immediately  pay  all  of  the  other party's costs and expenses (including
     attorneys'  fees)  incurred  to  stay  or dismiss such action and remove or
     refer such Dispute to arbitration. If any Borrower, Administrative Agent or
     any  Lender  brings or appeals an action to vacate or modify an arbitration
     award  and  such  party does not prevail, such party will pay all costs and
     expenses, including reasonable attorneys' fees, incurred by the other party
     in defending such action. Additionally, if any Borrower sues Administrative
     Agent  and/or  any  Lender  or  institutes any arbitration claim or counter
     claim  against  Administrative  Agent  and/or  any  Lender  in  which
     Administrative  Agent  and/or  any Lender is the prevailing party, Borrower
     will  pay  all  costs  and  expenses (including reasonable attorneys' fees)
     incurred  by  Administrative  Agent  and/or  any  Lender  in  the course of
     defending  such  action  or  proceeding.

     19.9.  LIMITATIONS. Any arbitration proceeding must be instituted: (a) with
     respect  to any Dispute for the collection of any debt owed by either party
     to  the  other,  within  two  (2) years after the date the last payment was
     received  by  the  instituting  party;  and  (b)  with respect to any other
     Dispute,  within  two  (2)  years  after  the date the incident giving rise
     thereto  occurred,  whether  or  not any damage was sustained or capable of
     ascertainment  or  either party knew of such incident. Failure to institute
     an  arbitration  proceeding  within such period will constitute an absolute
     bar and waiver to the institution of any proceeding, whether arbitration or
     a  court  proceeding,  with  respect  to  such  Dispute.


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     19.10.  SURVIVAL AFTER TERMINATION. The agreement to arbitrate will survive
     the  termination of this Agreement. The parties hereto expressly agree that
     the  arbitration  provision  will  not  be subject to, nor governed by, any
     arbitration  statute  of  the  Commonwealth  of  Kentucky.

     19.11.  INVALIDITY/UNENFORCEABILITY  OF  BINDING  ARBITRATION;  JURY  TRIAL
     WAIVER;  SERVICE  OF  PROCESS;  FORUM. IF THIS AGREEMENT IS FOUND TO BE NOT
     SUBJECT  TO  ARBITRATION,  THEN:

          19.11.1.  JURY  TRIAL WAIVER. ANY LEGAL PROCEEDING WITH RESPECT TO ANY
          DISPUTE  (1)  ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
          OR  (2)  IN  ANY  WAY  CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE
          DEALINGS  OF  THE  PARTIES  HERETO  OR  ANY OF THEM IN RESPECT OF THIS
          AGREEMENT  OR  ANY  OTHER  LOAN  DOCUMENT, OR THE TRANSACTIONS RELATED
          HERETO  OR  THERETO,  IN  EACH  CASE WHETHER NOW EXISTING OR HEREAFTER
          ARISING, AND WHETHER OR NOR SOUNDING IN CONTRACT OR TORT OR OTHERWISE,
          WILL  BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT
          A  JURY. EACH BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY
          RIGHT  TO  A  JURY  TRIAL  IN  ANY  SUCH  PROCEEDING.  EACH  BORROWER,
          ADMINISTRATIVE AGENT, AND EACH LENDER FURTHER AGREES AND CONSENTS THAT
          ANY  SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
          COURT  TRIAL  WITHOUT  A  JURY  AND  THAT  EITHER MAY FILE AN ORIGINAL
          COUNTERPART  OR  A  COPY  OF  THIS AGREEMENT WITH ANY COURT AS WRITTEN
          EVIDENCE  OF  THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
          RIGHT  TO  TRIAL  BY  JURY.

          19.11.2.  CHOICE  OF  FORUM. Subject only to the exception in the next
          sentence,  Borrower,  Administrative  Agent,  and  each  Lender hereby
          agrees  to  the  exclusive  jurisdiction  of  the federal court of the
          Eastern  District of Missouri and the state courts of Missouri located
          in  St.  Louis  County,  Missouri  and  waives  any objection based on
          venue  or  forum  non conveniens with respect to any action instituted
                     ----- --- ----------
          therein,  and  agrees  that  any  dispute  concerning the relationship
          between  Administrative Agent, Lenders, and Borrower or the conduct of
          any  of  them  in connection with this Agreement or otherwise shall be
          heard  only  in  the  courts  described  above.  Notwithstanding  the
          foregoing: (1) Administrative Agent or any Lender shall have the right
          to bring any action or proceeding against any Borrower or its property
          in  any  courts  of any other jurisdiction Administrative Agent or any
          Lender  deem  necessary  or  appropriate  in  order  to realize on the
          Collateral,  real  estate  or other security for the Loan Obligations,
          and  (2)  each  party  hereto  acknowledges  that any appeals from the
          courts  described in the immediately preceding sentence may have to be
          heard  by  a  court  located  outside  those  jurisdictions.

          19.11.3.  SERVICE  OF  PROCESS.  Each  Borrower hereby waives personal
          service  of  any  and  all  process upon it and consents that all such
          service  of  process  may  be  made by registered mail (return receipt
          requested)  directed  to  Borrower  at  its  address  set forth on the
          signature  pages  hereof,  and  service  so made shall be deemed to be
          completed five (5) days after the same shall have been so deposited in
          the  U.S.  mails; or at Administrative Agent's or any Lender's option,
          by  service upon CT Corporation which Borrower irrevocably appoints as
          such Borrower's agent for the purpose of accepting service of process.
          Administrative  Agent  or  such  Lender  shall  promptly  forward  by
          registered  mail  any process so served upon said agent to Borrower at


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          its  address  on  the  signature pages hereof. Nothing in this Section
          shall  affect the right of Administrative Agent or any Lender to serve
          legal  process  in  any  other  manner  permitted  by  Law.

20.  MISCELLANEOUS.

     20.1.  NOTICES.  All notices, consents, requests and demands to or upon the
     respective  parties hereto shall be in writing, and shall be deemed to have
     been  given or made when delivered in person to those Persons listed on the
     signature  pages  hereof  or four (4) days after the date when deposited in
     the  United  States mail, postage prepaid, or, in the case of the overnight
     courier  services,  when  delivered to the overnight courier service, or in
     the case of telecopy notice, when sent, verification received, in each case
     addressed  as  set  forth  on  the signature pages hereof, or to such other
     address  as either party may designate by notice to the other in accordance
     with  the  terms  of  this  Section.  No  notice given to or demand made on
     Borrower  by  Administrative  Agent  or  any  Lender  in any instance shall
     entitle  Borrower  to  notice  or  demand  in  any  other  instance.

     20.2.  AMENDMENTS  AND  MODIFICATIONS;  WAIVERS  AND CONSENTS; ALL LENDERS.
     Unless  otherwise  provided  herein, no amendment to or modification of any
     provision of this Agreement, or of any of the other Loan Documents shall be
     effective  unless  it  is  in  writing and signed by authorized officers of
     Borrower  and Required Lenders. Unless otherwise provided herein, no waiver
     of,  or  consent to any departure by Borrower from, the requirements of any
     provision  of  this  Agreement  or any of the other Loan Documents shall be
     effective  unless  it  is  in  writing and signed by authorized officers or
     representatives  of  Required  Lenders.  Any  such amendment, modification,
     waiver  or consent shall be effective only in the specific instance and for
     the  purpose  for  which  given.  The  foregoing  notwithstanding,  no such
     amendment,  modification  or  consent  shall,  unless  signed by authorized
     officers  of  Borrower  and  authorized  officers or representatives of all
     Lenders:  (i)  change  the  Dollar amount of any Revolving Loan Commitment,
     Term  Loan  Commitment (except the Term Loan Commitment may be reduced from
     time  to  time  as  provided  in  Section  3.2.1 without the consent of any
     Lender)  or  Floorplan  Loan Facility of any Lender, (ii) reduce or forgive
     the  repayment  of  principal  of  any  Advance, (iii) change the regularly
     scheduled  dates  for  payments  of principal or interest of any Advance or
     other  fees  or  amounts  payable  to  any  Lender under the Loan Documents
     (including,  without  limitation,  the Revolving Loan Maturity Date, or the
     Term  Loan  Maturity Date), (iv) change the provisions of Section 17 to the
     detriment  of  any  Lender,  (v)  change the definition of Required Lenders
     herein,  (vi)  change  the  provisions  of  this Section, (vii) release any
     Guarantor  or  any  Covered  Person  from  its  obligations  under the Loan
     Documents,  (viii)  change  the  Borrowing Base definition, (ix) change any
     provisions of this Agreement requiring ratable distributions to Lenders, or
     (x)  exchange,  waive,  or  release  the  Security  Interests in any of the
     Collateral  (except  as  expressly  permitted  by  Section 14.9); provided,
     however,  that  to the extent not permitted by Section 14.9, Administrative
     Agent may, in its absolute discretion and without the consent of any Lender
     or  any  Covered  Person  or  Guarantor,  may permit Borrower or such other
     applicable  Person  to exchange, waive or release the Security Interests in
     any  of  the  Collateral so long as the fair market value of the Collateral
     which is exchanged or for which the Security Interest is waived or released
     does  not  exceed $500,000 in each instance and $2,000,000 in the aggregate
     per calendar year. No notice to or demand on Borrower in any instance shall
     entitle  Borrower  to  any  other  or  further  notice or demand in another
     similar  or  different  instance. No failure by Administrative Agent or any
     Lender  to  exercise, and no delay by Administrative Agent or any Lender in
     exercising,  any  right, remedy, power or privilege hereunder shall operate
     as  a  waiver  thereof,  nor  shall  any  single  or  partial  exercise  by
     Administrative Agent or any Lender of any right, remedy, power or privilege
     hereunder preclude any other exercise thereof, or the exercise of any other
     right,  remedy,  power  or  privilege  existing under any Law or otherwise.


                                       87
<PAGE>
     20.3.  COURSE  OF  DEALING.  Acceptance  of  or acquiescence in a course of
     performance or course of dealing rendered or taken under or with respect to
     this  Agreement  or  the  other  Loan Documents will not be relevant in any
     respect  to  determine  the  meaning  of  this  Agreement or the other Loan
     Documents,  or  the  obligations or liabilities of the parties hereto under
     this  Agreement  or  the other Loan Documents, even though the accepting or
     acquiescing  party  had  knowledge  of  the  nature  of the performance and
     opportunity  for  objection.

     20.4.  RIGHTS CUMULATIVE. Each of the rights and remedies of Administrative
     Agent  and  Lenders under this Agreement shall be in addition to all of its
     other  rights  and  remedies  under  applicable  Law,  and  nothing in this
     Agreement  shall  be  construed  as  limiting  any such rights or remedies.

     20.5.  SUCCESSORS  AND  ASSIGNS.  This  Agreement shall be binding upon and
     inure  to  the  benefit of the parties hereto and all future holders of the
     Notes and their respective successors and assigns, except that Borrower may
     not  assign,  delegate  or  transfer any of its rights or obligations under
     this  Agreement  without  the prior written consent of Administrative Agent
     and  Required  Lenders.  With respect to Borrower's successors and assigns,
     such  successors  and  assigns  shall  include  any  receiver,  trustee  or
     debtor-in-possession  of  or  for  Borrower.

     20.6.  SEVERABILITY.  Any  provision of this Agreement which is prohibited,
     unenforceable  or  not  authorized  in  any  jurisdiction shall, as to such
     jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition,
     unenforceability  or  lack  of  authorization  without  invalidating  the
     remaining  provisions  hereof  or affecting the validity, enforceability or
     legality  of  such  provision  in  any  other  jurisdiction  unless  the
     ineffectiveness of such provision would result in such a material change as
     to  cause  completion  of  the  transactions  contemplated  hereby  to  be
     unreasonable.

     20.7. COUNTERPARTS. This Agreement may be executed by the parties hereto on
     any  number  of  separate  counterparts,  and  all  such counterparts taken
     together  shall  constitute  one  and  the same instrument. It shall not be
     necessary  in making proof of this Agreement to produce or account for more
     than  one  counterpart  signed  by  the  party  to  be  charged.

     20.8.  GOVERNING  LAW; NO THIRD PARTY RIGHTS. This Agreement, the Notes and
     the  other  Loan  Documents  and  the rights and obligations of the parties
     hereunder and thereunder shall be governed by and construed and interpreted
     in accordance with the internal Laws of the State of Missouri applicable to
     contracts made and to be performed wholly within such state, without regard
     to choice or conflicts of law principles; except that the provisions of the
     Loan  Documents  pertaining  to  the  creation  or  perfection  of Security
     Interests  or the enforcement of rights of Administrative Agent and Lenders
     in  Collateral located in a State other that the State of Missouri shall be
     governed  by  the  Laws  of  such  State.  This Agreement is solely for the
     benefit  of the parties hereto and their respective successors and assigns,
     and  no  other  Person  shall have any right, benefit, priority or interest
     under,  or  because  of  the  existence  of,  this  Agreement.

     20.9.  COUNTERPART  FACSIMILE  EXECUTION. For purposes of this Agreement, a
     document  (or  signature  page thereto) signed and transmitted by facsimile
     machine  or  telecopier  is  to  be  treated  as  an original document. The
     signature  of  any Person thereon, for purposes hereof, is to be considered
     as  an original signature, and the document transmitted is to be considered
     to  have  the  same  binding effect as an original signature on an original
     document.  At  the  request  of any party hereto, any facsimile or telecopy
     document  is to be re-executed in original form by the Persons who executed
     the  facsimile or telecopy document. No party hereto may raise the use of a
     facsimile  machine  or  telecopier  or  the  fact  that  any  signature was
     transmitted  through  the  use  of  a  facsimile or telecopier machine as a
     defense  to  the  enforcement  of  this Agreement or any amendment or other
     document  executed  in  compliance  with  this  Section.


                                       88
<PAGE>
     20.10.  NO  OTHER  AGREEMENTS.  There  are  no  other  agreements  between
     Administrative  Agent,  Lenders,  and Borrower, oral or written, concerning
     the  subject  matter  of  the  Loan  Documents,  and  all  prior agreements
     concerning  the  same  subject matter, including any proposal or commitment
     letter,  are  merged  into  the  Loan  Documents  and thereby extinguished.

     20.11.  NEGOTIATED  TRANSACTION.  Borrower,  Administrative  Agent and each
     Lender represent each to the others that in the negotiation and drafting of
     this  Agreement  and the other Loan Documents they have been represented by
     and  have  relied  upon the advice of counsel of their choice. Borrower and
     Administrative  Agent  affirm  that their counsel have both had substantial
     roles  in  the  drafting  and negotiation of this Agreement and each Lender
     affirms  that  its counsel has participated in the drafting and negotiation
     of  this Agreement; therefore, this Agreement will be deemed drafted by all
     of Borrower, Administrative Agent and Lenders, and the rule of construction
     to  the  effect that any ambiguities are to be resolved against the drafter
     will  not  be  employed  in  the  interpretation  of  this  Agreement.

     20.12.  INCORPORATION  BY  REFERENCE.  All  of  the terms of the other Loan
     Documents  are  incorporated  in  and made a part of this Agreement by this
     reference.

     20.13.  STATUTORY  NOTICE-INSURANCE. The following notice is given pursuant
     to  Section  427.120 of the Missouri Revised Statutes; nothing contained in
     such  notice  shall  be  deemed  to  limit  or modify the terms of the Loan
     Documents:

     UNLESS  YOU  PROVIDE  EVIDENCE  OF  THE INSURANCE COVERAGE REQUIRED BY YOUR
     AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR
     INTERESTS  IN  YOUR  COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT
     YOUR  INTERESTS.  THE  COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT
     YOU  MAKE  OR  ANY  CLAIM  THAT  IS MADE AGAINST YOU IN CONNECTION WITH THE
     COLLATERAL.  YOU  MAY  LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY
     AFTER  PROVIDING  EVIDENCE  THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY
     OUR  AGREEMENT.  IF  WE  PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE
     RESPONSIBLE  FOR  THE  COSTS  OF  THAT  INSURANCE,  INCLUDING THE INSURANCE
     PREMIUM,  INTEREST  AND  ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH
     THE  PLACEMENT  OF  THE  INSURANCE,  UNTIL  THE  EFFECTIVE  DATE  OF  THE
     CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY
     BE  ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE
     INSURANCE  MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN
     ON  YOUR  OWN.

     20.14.  STATUTORY  NOTICE--ORAL  COMMITMENTS. The following notice is given
     pursuant  to  Section  432.045  of  the  Missouri Revised Statutes; nothing
     contained  in  such  notice shall be deemed to limit or modify the terms of
     the  Loan  Documents:

     ORAL  AGREEMENTS  OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM  ENFORCING  REPAYMENT  OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH  DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
     FROM  MISUNDERSTANDING  OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING


                                       89
<PAGE>
     SUCH  MATTERS  ARE  CONTAINED  IN  THIS  WRITING, WHICH IS THE COMPLETE AND
     EXCLUSIVE  STATEMENT  OF  THE  AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE  IN  WRITING  TO  MODIFY  IT.

                  {remainder of page intentionally left blank;
                             signature pages follow}


                                       90
<PAGE>
     THIS  CONTRACT  CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED
BY  THE  PARTIES.

     IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
by  appropriate  duly  authorized  officers  as  of  the  Effective  Date.

DEUTSCHE  FINANCIAL  SERVICES  CORPORATION,
as  Administrative  Agent  and  a  Lender

By: _____________________________________________
Name:  Kenneth  MacDonell
Title:  Vice  President

Notice  Address:

Deutsche  Financial  Services  Corporation
625  Maryville  Centre  Drive,  2nd  Floor
St.  Louis,  Missouri  63141
Attn:  Mr.  Kenneth  MacDonell,  Vice  President
FAX  #  (314)  317-1918
TEL  #  (314)  317-1848

     with  a  copy  to

Deutsche  Financial  Services  Corporation
655  Maryville  Centre  Drive
St.  Louis,  MO  63141-5832
Attn.:  General  Counsel
FAX  #  (314)  523-3228
TEL  #  (314)  523-3000


                              Signature Page 1 of 8
<PAGE>
POMEROY  COMPUTER  RESOURCES,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


POMEROY  SELECT  INTEGRATION  SOLUTIONS,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


POMEROY  SELECT  ADVISORY  SERVICES,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


POMEROY  COMPUTER  RESOURCES  SALES  COMPANY,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


POMEROY  COMPUTER  RESOURCES  HOLDING  COMPANY,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


POMEROY  COMPUTER  RESOURCES  OPERATIONS,  LLP,  AS  A  BORROWER

By:  Pomeroy  Computer  Resources,  Inc.,  its  partner

     By:________________________________________
     Name:______________________________________
     Title:_____________________________________


TECHNOLOGY  INTEGRATION  FINANCIAL  SERVICES,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


                              Signature Page 2 of 8
<PAGE>
T.I.F.S.  ADVISORY  SERVICES,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


THE  LINC,  LLC  AS  A  BORROWER

By:  Pomeroy  Computer  Resources  Sales  Company,  Inc.,  its  sole  member

     By:________________________________________
     Name:______________________________________
     Title:_____________________________________


VAL  TECH  COMPUTER  SYSTEMS,  INC.,  AS  A  BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________


Notice  Address  for  all  Borrowers:
1020  Petersburg  Road
Hebron,  Kentucky  41048
Attn:  ___________
FAX  #  (859)  586-4414
TEL  #  (859)  586-0600

with  a  copy  to

Lindhorst  &  Dreidame  Co.,  LPA
312  Walnut  Street
Suite  2300
Cincinnati,  Ohio  45202
Attn:  James  H.  Smith,  III,  Esq.
FAX  #  (513)  421-0212
TEL  #  (513)  421-6630


                              Signature Page 3 of 8
<PAGE>

FIRSTAR  BANK,  NATIONAL  ASSOCIATION,  AS  A  LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________


Notice  Address:
425  Walnut  Street
Cincinnati,  OH  45201
Attn:  David  Cardell
FAX  #513-632-2068
TEL  #513-632-4546


                              Signature Page 4 of 8
<PAGE>
NATIONAL  CITY  BANK,  AS  A  LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________


Notice  Address:
Corporate  Banking
6  North  Main  Street
Dayton,  OH  45412-2200
Attn:  Neal  J.  Hinker
FAX  #  937-226-2058
TEL  #  937-226-2483


                              Signature Page 5 of 8
<PAGE>
IBM  CREDIT  CORPORATION,  AS  A  LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________


Notice  Address:
1500  RiverEdge  Parkway
Atlanta,  GA  30328
Attn:  Michael  E.  Amaral
FAX  #  770-644-5157
TEL  #  770-644-4597


                              Signature Page 6 of 8
<PAGE>
UPS  CAPITAL  CORPORATION,  AS  A  LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________


Notice  Address:
35  Glenlake  Parkway,  NE
Suite  560
Atlanta,  GA  30328
Attn:  Scott  Mower
FAX  #  _________________
TEL  #  404-828-6941


                              Signature Page 7 of 8
<PAGE>
FIFTH  THIRD  BANK,  NORTHERN  KENTUCKY,  INC.,  AS  A  LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________


Notice  Address:
1800  Burlington  Pike
Florence,  KY  41042

Attn:  Erick  Harback
FAX  #  859-283-8524
TEL  #  859-283-8523


                              Signature Page 8 of 8
<PAGE>
                                   EXHIBIT 2.1

                       GLOSSARY AND INDEX OF DEFINED TERMS


AAA  --  is  defined  in  Section  19.2.

ACCOUNT  -- as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person, and includes Lease-in-Process
Inventory.

ACCOUNT  DEBTOR  --  the  obligor  on  any  Account.

ACQUIRING  COMPANY  --  the Person obligated to pay or provide the consideration
payable  in  connection  with  a  Permitted  Acquisition  upon  the consummation
thereof.

ACQUISITION DOCUMENTS -- in the case of any Permitted Acquisition, the documents
to  which  Borrower  or any other Covered Person is a party and under which such
Permitted  Acquisition  is  contemplated,  and  all of the foregoing at any time
after  a  Permitted  Acquisition  has  occurred.

ACQUISITION  DOCUMENTS ASSIGNMENT -- the assignment of the Acquisition Documents
that  is  executed  and  delivered  to  Administrative  Agent for the benefit of
Lenders  as  provided  herein,  and  consented  to  by  the  applicable  Seller.

ADJUSTED  LIBOR  RATE  --  is  defined  in  Section  4.6.

ADMINISTRATIVE  AGENt  -- DFS in its capacity as Administrative Agent under this
Agreement,  and  its  successors  and  assigns  in  such  capacity.

ADVANCE  --  a Term Loan Advance, a Revolving Loan Advance, a Swingline Advance,
an  Interim  Floorplan  Loan  Advance  or  Floorplan  Loan  Advance.

ADVANCE  DATE  --  the  date  on which an Advance is requested by Borrower to be
made,  or  is otherwise contemplated or intended to be made, as provided herein.

AFFILIATE  -- with respect to any Person, (a) any other Person who is a partner,
director, officer or stockholder of such Person; and (b) any other Person which,
directly  or  indirectly,  is in control of, is controlled by or is under common
control  with  such Person, and any partner, director, officer or stockholder of
such  other  Person  described.  For  purposes  of  this Agreement, control of a
Person  by  another Person shall be deemed to exist if such other Person has the
power,  directly  or indirectly, either to (i) vote twenty percent (20%) or more
of  the  securities having the power to vote in an election of directors of such
Person,  or  (ii)  direct  the management of such Person, whether by contract or
otherwise  and  whether  alone  or  in  combination  with  others.

AGENT/LENDER  COMPANIES  --  is  defined  in  Section  19.1.

AGGREGATE  COMMITMENT  --  either  the  Aggregate Revolving Loan Commitment, the
Aggregate  Term  Loan  Commitment  or  the  Aggregate  Floorplan  Loan Facility.

AGGREGATE  LOAN -- any of the Aggregate Term Loan, the Aggregate Revolving Loan,
the  Swingline Loan, the Interim Floorplan Loan, or the Aggregate Floorplan Loan
Facility  as  the  case  may  be.

AGGREGATE  FLOORPLAN LOAN -- the from time to time outstanding principal balance
of  all  Floorplan  Loan  Advances.


                                        i
<PAGE>
AGGREGATE FLOORPLAN LOAN FACILITY -- the aggregate discretionary line of Lenders
as  stated  in  Section  3.3.1  to  fund  Floorplan  Loan Advances, as it may be
changed  as  provided  herein.

AGGREGATE  REVOLVING LOAN -- the from time to time outstanding principal balance
of  all  Revolving  Loan  Advances.

AGGREGATE  REVOLVING  LOAN COMMITMENT -- the aggregate commitments of Lenders as
stated  in  Section  3.1.1 to fund Revolving Loan Advances, as it may be changed
as  provided  herein.

AGGREGATE TERM LOAN -- the from time to time outstanding principal amount of the
Aggregate  Term  Loan  Advances.

AGGREGATE TERM LOAN COMMITMENT -- the aggregate commitments of Lenders as stated
in  Section  3.2.1  to fund Term Loan Advances, as it may be changed as provided
herein.

ANNIVERSARY  DATE  --  each  annual  anniversary  of  the  Effective  Date.

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender and
for  each  Loan, the "Applicable Lending Office" of Administrative Agent or such
Lender  (or  of  an  affiliate  of  such Lender) designated for such Loan on the
signature  pages  hereof or such other office of such Lender (or an affiliate of
Administrative  Agent or such Lender) as Administrative Agent or such Lender may
from  time  to  time specify to the Administrative Agent (in the case of another
Lender)  and  the Borrower by written notice in accordance with the terms hereof
as  the  office  by  which  its  Loans  are  to  be  made  and  maintained.

APPROVAL  --  means  Administrative  Agent's  approval  to  finance  particular
Inventory  for  Borrower  which  is  evidenced by Administrative Agent issuing a
financing  approval  number  to  the  vendor of such Inventory.  "Approval" also
means  (i)  any  open-to-buy  authorization  given  by Administrative Agent to a
vendor,  pursuant  to  which  Administrative  Agent may authorize such vendor to
assume Administrative Agent's approval to finance inventory until Administrative
Agent  affirmatively  withdraws  such  authorization,  and (ii) any Approval for
which Administrative Agent has not made an Interim Floorplan Loan Advance or the
Lenders  have  not  made  a Floorplan Loan Advance as a result of Administrative
Agent  not  receiving  the  invoice  from  the vendor for the Inventory which is
subject  to  the  Approval.

ASBESTOS  MATERIAL  --  either  asbestos  or  asbestos-containing  materials.

ASSIGNED  COLLATERAL  --  any tangible or intangible property of Borrower or any
other  Person, now owned or hereafter acquired, other than the Personal Property
Collateral, in which Administrative Agent holds or will hold a Security Interest
under  a  Collateral  Assignment  to secure payment or performance of any of the
Loan  Obligations,  and  all  proceeds  thereof.

ASSIGNMENT  AND  ACCEPTANCE  --  means  an Assignment and Acceptance in the form
attached  hereto  as  Exhibit  18.4.1

AVERAGE  DAILY  BALANCE  --  is  defined  in  Section  4.2.3.

BASE  RATE  --  for any day, the rate per annum equal to the Prime Rate (as such
rate  may  fluctuate from time to time as provided for herein) for such day plus
the  Prime  Increment.  Any change in the Base Rate due to a change in the Prime
Rate  shall be effective on the effective date of such change in the Prime Rate.
The  interest  rate  so  designated  from  time  to  time  as  the  Base Rate by
Administrative  Agent is a reference rate and does not necessarily represent the
lowest or best rate charged to any customer of Administrative Agent or any other
Lender  or  The  Chase  Manhattan  Bank.


                                        ii
<PAGE>
BASE  RATE  ADVANCE  --  an  Advance  that  will  become  an  Base  Rate  Loan.

BASE  RATE  LOAN  -- any portion of a Loan on which interest accrues at the Base
Rate.

BLOCKED  ACCOUNTS  --  is  defined  in  Section  6.1.2.1.

BLOCKED  ACCOUNT ASSIGNMENTS -- the assignments of the Blocked Accounts that are
executed  and  delivered  to  Administrative Agent for the benefit of Lenders as
provided  herein.

BORROWING  BASE  --  is  defined  in  Section  3.1.4.

BORROWING  BASE  CERTIFICATE  --  the  certificate  required  to be delivered to
Administrative  Agent  and  each Lender from time to time as provided in Section
13.15.1.

BORROWING  AGENT  --  is  defined  in  Section  2.9.

BORROWING  OFFICER  --  each officer of the Borrowing Agent who is authorized to
submit  a  request  for  an  Advance  or  take such other action as described in
Section 2.9 on behalf of each Borrower as designated by the Borrowing Agent in a
writing  delivered  to  Administrative  Agent.

BUSINESS  DAY  --  a  day  other  than  a Saturday, Sunday or other day on which
commercial  banks  are  authorized or required to close under the Laws of either
the  United  States  or  the  State  of  Missouri.

CAPITAL  EXPENDITURE  --  is  defined  in  Section  15.1.

CAPITAL  EXPENDITURE  EQUIVALENT  --  is  defined  in  Section  15.1.

CAPITAL  LEASE  --  any lease that has been or should be capitalized under GAAP.

CASH  COLLATERAL  ACCOUNT  --  the account(s) with such financial institution as
selected  or  designated  by  Administrative  Agent  from  time  to time that is
designated  by  Administrative  Agent  as  the  Cash  Collateral  Account.

CHARTER  DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a  corporation; the certificate of limited partnership and partnership agreement
of  a  limited  partnership; the partnership agreement of a general partnership;
the  articles  of  organization  and  operating agreement of a limited liability
company;  or  the  indenture  of  a  trust.

CLOSING  FEE  --  the fee payable to Administrative Agent for the benefit of the
Lenders  as  required  in  Section  5.1.

COBRA  --  the  Consolidated  Omnibus  Budget  Reconciliation  Act.

CODE  -- the Internal Revenue Code of 1986 and all regulations thereunder of the
IRS.

COLLATERAL -- all assets and property of Borrower, including without limitation,
all  of the Personal Property Collateral, the Assigned Collateral, and any other
property  or  asset  in  which  Administrative  Agent or a Lender has a Security
Interest  to  secure  payment  or  performance  of  the Loan Obligations and all
proceeds  thereof.

COLLATERAL  ASSIGNMENT  --  any  of  the  collateral  assignments  required  or
contemplated  under  Section  8.4 to be executed and delivered to Administrative
Agent  for  the  benefit  of  the  Lenders.


                                      iii
<PAGE>
COMMITMENT -- the Term Loan Commitment or Revolving Loan Commitment of a Lender,
the  Swingline  Commitment  of  Administrative Agent, the Interim Floorplan Loan
Facility  of  Administrative  Agent  or the Floorplan Loan Facility of a Lender.

COMMONLY  CONTROLLED  ENTITY  --  a  Person  which  is under common control with
another  Person  within  the  meaning  of  Section  414(b)  or  (c) of the Code.

CONTRACT -- any contract, capital lease, operating lease, note, bond, indenture,
deed,  mortgage,  deed  of  trust,  security  agreement,  pledge,  hypothecation
agreement,  assignment,  or  other  agreement  or  undertaking, or any security.

COVERED  PERSON  --  is  defined  in  Section  2.4.

CURRENT  ASSETS  --  is  defined  in  Section  15.1.

CURRENT  LIABILITIES  --  is  defined  in  Section  15.1.

CREDIT  FACILITIES  AGREEMENT  --  This  Agreement.

DAILY  CHARGE  --  is  defined  in  Section  4.2.3.

DAILY  RATE  --  is  defined  in  Section  4.2.3.

DEFAULT  --  any of the events listed in Section 16.1 of this Agreement, without
giving  effect  to  any  requirement  for the giving of notice, for the lapse of
time,  or  both,  or  for  the  happening  of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in  certain  other  circumstances  as  provided  in  Section  4.11.

DEFAULTING  LENDER  --  is  defined  in  Section  7.6.1.

DISCLOSURE  SCHEDULE  --  the disclosure schedule of Borrower attached hereto as
Exhibit  11.

DISPUTES  --  is  defined  in  Section  19.1.

Distribution  --  is  defined  in  Section  14.10.

DOL  --  the  United  States  Department  of  Labor.

DOLLARS  AND  THE  SIGN  $  --  lawful  money  of  the  United  States.

EBITDA  --  is  defined  in  Section  15.1.

EFFECTIVE  DATE  --  the  date  when  this Agreement is effective as provided in
Section  1.

ELIGIBLE  ACCOUNTS  --  is  defined  in  Section  3.1.5.

ELIGIBLE  ASSIGNEE  --  means  (i) a Lender (including any successor by merger);
(ii)  an Affiliate of a Lender; and (iii) subject to Section 18.4.1.1, any other
Person approved by the Administrative Agent; provided, however, that neither the
                                             --------  -------
Borrower,  Guarantor nor an Affiliate of the Borrower or Guarantor shall qualify
as  an  "Eligible  Assignee."


                                        iv
<PAGE>
EMPLOYMENT  LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards  Act,  or any other Law pertaining to the terms or conditions of labor
or  safety  in  the  workplace  or  discrimination  or  sexual harassment in the
workplace.

ENCUMBRANCE  --  as  to  any  item  of  real or personal property, any easement,
right-of-way,  license, condition, or restrictive covenant, or zoning or similar
restriction,  that  is  not a Security Interest but is enforceable by any Person
other  than  the  record  owner  of  such  property.

ENVIRONMENTAL  LAW  --  the  Resource  Conservation  and  Recovery  Act,  the
Comprehensive  Environmental Response, Compensation and Liability Act, the Clean
Water  Act,  the  Clean  Air  Act,  or any other Law pertaining to environmental
quality  or  remediation  of  Hazardous  Material.

EPA  --  the  United  States  Environmental  Protection  Agency.

ERISA  --  the  Employee  Retirement  Income  Security  Act  of  1974.

ERISA  Affiliate  --  as  to  any Person, any trade or business (irrespective of
whether  incorporated)  which  is  a member of a group of which such Person is a
member and thereafter treated as a single employer under Sec.414(b), (c), (m) or
(o)  of  the  Code  or  applicable  Treasury  Regulations.

EVENT  OF  DEFAULT -- any of the events listed in Section 16.1 of this Agreement
as  to which any requirement for the giving of notice, for the lapse of time, or
both,  or  for  the  happening  of  any further condition, event or act has been
satisfied.

EXECUTION  DATE  --  the  date  when  this  Agreement  has  been  executed.

EXISTING  DEFAULT -- a Default which has occurred and is continuing, or an Event
of  Default  which has occurred, and which has not been waived in writing by the
Required  Lenders.

FAA  --  is  defined  in  Section  19.6.

FEDERAL  FUNDS  RATE  --  for  any  day, the rate per annum (rounded upwards, if
necessary,  to  the  nearest  1/100  of 1%) equal to the weighted average of the
rates  on  overnight  Federal  funds  transactions  with  members of the Federal
Reserve  System  arranged  by Federal funds brokers on such day, as published by
the  Federal  Reserve  Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
     --------
for  such  day  shall  be  such  rate on such transactions on the next preceding
Business  Day as so published on the next succeeding Business Day, and (b) if no
such  rate  is  so  published  on such next succeeding Business Day, the Federal
Funds  Rate for such day shall be the average rate charged to the Administrative
Agent  (in  its  individual  capacity)  on  such  day  on  such  transactions as
determined  by  the  Administrative  Agent.

FINANCIAL  STATEMENTS -- the most recent of the Initial Financial Statements and
the  financial statements of Borrower required to be furnished to Administrative
Agent  under  this  Agreement.

FIXED  CHARGES  --  is  defined  in  Section  15.1.

FLOORPLAN  INVENTORY  VALUE  --  means  one  hundred percent (100%) of the total
aggregate  wholesale invoice price of all of Borrower's Inventory financed under
the  Floorplan  Loan  Facility  and the Interim Floorplan Loan Facility in which
Administrative  Agent has a first priority, perfected Security Interest (subject
to  no other Security Interest) that is unsold and not leased by Borrower and is
in  Borrower's  possession and control as of the date of determination, less the
amount  of  any  such  Inventory  reported  by  the Borrower (if the Borrower is


                                        v
<PAGE>
required  by  the  Administrative  Agent  or  the Required Lenders to report) as
demonstration  items  or Inventory that is obsolete or otherwise unmerchantable.

FLOORPLAN  LOAN  -- any Lender's pro-rata share of the Aggregate Floorplan Loan.

FLOORPLAN  LOAN  ADVANCE  --  an  Advance  by Administrative Agent that is to be
funded  by  Lenders  under  the  Aggregate  Floorplan  Loan  Facility.

FLOORPLAN  LOAN  FACILITY  -- the discretionary line of credit of each Lender as
stated  in  Section  3.3.1  to  fund  Floorplan  Loan  Advances.

FLOORPLAN  LOAN  MATURITY  DATE  --  is  defined  in  Section  6.1.2.3.

FLOORPLAN  SHORTFALL  --  means  the amount, if any, by which (a) the sum of the
Aggregate  Floorplan  Loans  and Interim Floorplan Loans (less the amount of the
Aggregate  Floorplan Loans and Interim Floorplan Loans attributable to Inventory
purchased  by Borrower during the In Transit Period (defined below) as evidenced
by  the  invoice date) outstanding on any date of determination, exceeds (b) the
Floorplan  Inventory Value as determined by Administrative Agent as of such date
of  determination.  "In  Transit  Period"  shall  mean  a  period  determined by
Administrative  Agent  which  reasonably  estimates  the  time  period  it takes
Inventory  ordered  by  Borrower and shipped by a Vendor to arrive at Borrower's
location.  Until  notice  is given by Administrative Agent of a change in the In
Transit  Period,  the  In-Transit  Period  shall  be  the  three  (3) day period
immediately  preceding  the  date  of  the  most  recent  Schedule of Inventory.

FRB  --  the  Board of Governors of the Federal Reserve System and any successor
thereto  or  to  the  functions  thereof.

FUNDED  LEASE  PORTFOLIO  --  is  defined  in  Section  15.1.

GAAP  --  those generally accepted accounting principles set forth in Statements
of  the  Financial  Accounting Standards Board and in Opinions of the Accounting
Principles  Board  of  the American Institute of Certified Public Accountants or
which  have other substantial authoritative support in the United States and are
applicable  in  the  circumstances,  as  applied  on  a  consistent  basis.

GOVERNMENTAL  AUTHORITY  --  the  federal  government  of the United States; the
government  of any foreign country that is recognized by the United States or is
a  member  of  the  United  Nations;  any  state of the United States; any local
government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the  foregoing;  and any court, arbitrator, or board of arbitrators whose orders
or judgments are enforceable by or within the territory of any of the foregoing.

GROUP  --  as  used  in  Regulation  13-D  issued by the Securities and Exchange
Commission.

GUARANTOR  --  each  Person  who  from  time  to  time  executes and delivers to
Administrative Agent for the benefit of Lenders a Guaranty of part or all of the
Loan  Obligations.

GUARANTY  --  each  guaranty of part or all of the Loan Obligations executed and
delivered  to  Administrative Agent for the benefit of Lenders by any Guarantor.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material,  substance  or  constituent  thereof,  or any other such substance (as
defined  under  any  applicable Law or regulation), including Asbestos Material.


                                       vi
<PAGE>
IMPOSITIONS  --  is  defined  in  Section  4.12.2.

INDEBTEDNESS  --  as  to  any  Person  at  any  particular date, any contractual
obligation  enforceable against such Person (i) to repay borrowed money; (ii) to
pay  the deferred purchase price of property or services; (iii) to make payments
or  reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments  or  reimbursements  with  respect  to letters of credit whether or not
there  have  been  drawings  thereunder;  (v) with respect to which there is any
Security  Interest  in  any property of such Person; (vi) to make any payment or
contribution  to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture  or similar instrument; (viii) under any conditional sale agreement or
title  retention  agreement; (ix) all Liabilities (as defined by GAAP) under any
Capital  Lease  or  (x)  to  pay  interest  or  fees  with respect to any of the
foregoing.  Indebtedness  also  includes any other Obligation that either (i) is
non-contingent and liquidated in amount or (ii) should under GAAP be included in
liabilities  and  not  just  as  a  footnote  on  a  balance  sheet.

INDIRECT  OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation  of another Person; (b) any Security Interest in any property of such
Person  that  secures  any  Obligation  of  another  Person; (c) any enforceable
contractual  requirement  that such Person (i) purchase an Obligation of another
Person  or  any  property  that is security for such Obligation, (ii) advance or
contribute  funds  to  another  Person  for the payment of an Obligation of such
other  Person  or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person,  (iii) purchase property, securities or services from another Person for
the  purpose  of assuring the beneficiary of any Obligation of such other Person
that  such  other  Person  has  the  ability  to  timely  pay  or discharge such
Obligation,  (iv)  grant  a  Security Interest in any property of such Person to
secure  any  Obligation of another Person, (v) otherwise assure or hold harmless
the  beneficiary  of  any  Obligation  of another Person against loss in respect
thereof;  (d)  any  Obligation arising from the endorsement by such Person of an
instrument  (e)  any  Obligation  of  such Person as a surety; and (f) any other
contractual  requirement  enforceable  against  such  Person  that  has the same
substantive  effect  as any of the foregoing.  The term Indirect Obligation does
not,  however, include the endorsement by a Person of instruments for deposit or
collection  in  the  ordinary  course  of business or the liability of a general
partner of a partnership for Obligations of such partnership.  The amount of any
Indirect Obligation of a Person shall be deemed to be the stated or determinable
amount  of  the  Obligation in respect of which such Indirect Obligation is made
or,  if not stated or determinable, the maximum reasonably anticipated liability
in  respect  thereof  as  determined  by  such  Person  in  good  faith.

INITIAL  FINANCIAL  STATEMENTS  --  the  financial statements (not including the
projections)  of  Borrower  referred  to  in  Section  10.1.2.

INSURANCE  PROCEEDS  --  insurance  and/or  condemnation  proceeds  payable as a
consequence  of  damage  to  or  destruction  of  any  of  the  Collateral.

INTANGIBLES  --  is  defined  in  Section  15.1.

INTELLECTUAL  PROPERTY  --  as to any Person, any domestic or foreign patents or
patent  applications of such Person, any inventions made or owned by such Person
upon  which  either  domestic  or  foreign patent applications have not yet been
filed,  any  domestic  or  foreign trade names or trademarks of such Person, any
domestic  or  foreign  trademark  registrations  or  applications  filed by such
Person,  any  domestic  or foreign service marks of such Person, any domestic or
foreign service mark registrations and applications by such Person, any domestic
or  foreign  copyrights  of  such  Person, and any domestic or foreign copyright
registrations  or  applications  by  such  Person.


                                       vii
<PAGE>
INTELLECTUAL  PROPERTY  ASSIGNMENT  --  each assignment of Intellectual Property
that  Borrower or any other Person executes and delivers to Administrative Agent
for  the  benefit  of  Lenders,  either  on  or  after  the  Execution  Date.

INTERCREDITOR  AGREEMENT  --  individually  and  collectively, any Intercreditor
Agreement  by and between the Administrative Agent on behalf of the Lenders, and
each  holder  of  the  Other  Creditor  Indebtedness, each in form and substance
satisfactory  to  Administrative  Agent.

INTEREST  EXPENSE  --  is  defined  in  Section  15.1.

INTEREST/CURRENCY  HEDGE  OBLIGATION  --  any  obligations  of  Borrower  to
Administrative  Agent,  any  Lender  or  any  of  their respective Affiliates or
Subsidiaries  under  an  agreement  or  agreements  between  Borrower  and
Administrative  Agent,  any  Lender  or  any  of  their respective Affiliates or
Subsidiaries  under  which  the exposure of Borrower to fluctuations in interest
rates  or  currencies  is  effectively  limited,  including, without limitation,
whether  in  the  form  of  one  or  more  interest  rate  cap, collar, corridor
agreements,  interest  rate  swaps,  currency  swaps,  or  the  like, or options
therefor.

INTERIM  FLOORPLAN  LOAN ADVANCE -- an Advance by Administrative Agent under the
Interim  Floorplan  Loan  Facility.

INTERIM  FLOORPLAN  LOAN  --  Administrative Agent's aggregate Interim Floorplan
Loan  Advances.

INTERIM  FLOORPLAN  LOAN  FACILITY  --  the  discretionary  line  of  credit  of
Administrative  Agent  as stated in Section 3.3.2 to fund Interim Floorplan Loan
Advances.

INVENTORY  --  goods owned, leased or held by a Person for sale, lease, sublease
or  resale or furnished or to be furnished under contracts for services, and raw
materials,  goods/work  in process, materials, component parts and supplies used
or  consumed,  or  held  for  use  or  consumption  in  such  Person's business.

INVESTMENT  -- (a) a loan or advance of money or property to a Person, (b) stock
or  other equity interest in a Person, (c) a debt instrument issued by a Person,
whether  or not convertible to stock or other equity interest in such Person, or
(d)  any  other interest in or rights with respect to a Person which include, in
whole  or in part, a right to share, with or without conditions or restrictions,
some  or  all  of  the  revenues  or  net  income  of  such  Person.

IRS  --  the  Internal  Revenue  Service.

LAW  --  any  statute, rule, regulation, order, judgment, award or decree of any
Governmental  Authority.

LEASE-IN-PROCESS  INVENTORY  --  means  Accounts owing to Technology Integration
Financial  Services, Inc. which arise from the sale of Inventory from Technology
Integration  Financial  Services,  Inc.  to  its  customers.

LENDER  --  any  one  of  the  Persons who are signatories to this Agreement and
obligated  as  lenders  or  any  Person who takes an assignment from any of such
signatories  of all or a portion of its rights and obligations as a lender under
this  Agreement  pursuant  to Section 18.4.1 and an Assignment and Acceptance as
provided  therein.

LENDERS'  EXPOSURE  --  the  sum  of  the  Aggregate  Term  Loan Commitment, the
Aggregate  Revolving  Loan Commitment, the Swingline Loan, the Interim Floorplan
Loan  and  the  Aggregate  Floorplan  Loan  Facility.


                                      viii
<PAGE>
LIBOR  Advance  --  an  Advance  that  will  become  a  LIBOR  Loan.

LIBOR  Increment  --  is  defined  in  Section  4.7.

LIBOR  Loan  --  any portion of a Loan on which interest accrues at the Adjusted
LIBOR  Rate.

LIBOR  Rate  --  is  defined  in  Section  4.6.

LOAN -- a Term Loan, a Revolving Loan, the Swingline Loan, the Interim Floorplan
Loan  or  a  Floorplan  Loan.

LOAN  DOCUMENTS  --  this  Agreement,  the  Notes,  the Guaranties, the Security
Documents,  any  reimbursement  agreement  between  Borrower  and  all  other
agreements,  certificates, documents, instruments and other writings executed in
connection  herewith  or  therewith  from  time  to  time.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Administrative Agent
(including,  without  limitation,  the  Obligations  to Administrative Agent) or
Lenders  under  the  Loan  Documents,  whether  as  principal,  interest,  fees
(including,  without  limitation,  the Termination Fee) or otherwise (including,
without  limitation,  any  amounts set forth in Section 4.13), any reimbursement
agreement  between  Borrower  and  Administrative  Agent  (or  its Affiliates in
connection  with  the  issuance  of  any type of letter of credit) and all other
agreements,  certificates, documents, instruments and other writings executed in
connection  therewith,  and all other Obligations and liabilities of Borrower to
Administrative  Agent  or  Lenders  under  the  Loan  Documents  and  all
Interest/Currency  Hedge  Obligations  (in  each  case including all extensions,
renewals,  modifications,  rearrangements,  restructures,  replacements  and
refinancings  of the foregoing, whether or not the same involve modifications to
interest  rates  or  other  payment  terms),  whether  now existing or hereafter
created,  absolute  or contingent, direct or indirect, joint or several, secured
or  unsecured,  due  or  not  due,  contractual  or  tortious,  liquidated  or
unliquidated,  arising  by  operation  of  law  or  otherwise, including but not
limited to the obligation of Borrower to repay future advances by Administrative
Agent  or  Lenders  hereunder,  whether  or  not made pursuant to commitment and
whether  or  not  presently  contemplated  by  Borrower, Administrative Agent or
Lenders  in  the  Loan  Documents.

LOCAL  TIME  --  the  local time in the city in which the Administrative Agent's
address  is  located, as set forth on the signature page hereto (as changed from
time  to time in accordance with the terms hereof), provided, however, such city
shall  be  located  in  the  continental  United  States.

LOCKBOXES  --  the  lockboxes  maintained  as  required  in  Section  6.1.2.1.

MATERIAL  ADVERSE  EFFECT  --  as  to  the  Borrower, any Guarantor or any other
Covered Person, taken as a whole, and with respect to any event or occurrence of
whatever  nature  (including  any  adverse  determination  in  any  litigation,
arbitration,  investigation  or  proceeding),  a  material adverse effect on the
business,  operations,  revenues,  financial  condition,  property,  or business
prospects  of  Borrower  and  each other Covered Person taken as a whole, or the
ability  of  Borrower,  any  Guarantor  or  such Covered Person to timely pay or
perform  Borrower's, any Guarantor's and each other Covered Person's Obligations
generally  taken as a whole, or in the case of Borrower, and each Covered Person
specifically,  the  ability  of  Borrower  to  pay  or perform any of Borrower's
Obligations  to  Administrative  Agent  or  to  any  Lender, or in the case of a
Guarantor,  the  ability  of  such  Guarantor  to  pay  or  perform  any  of its
Obligations  guarantied  under  the  terms  of  its  Guaranty.

MATERIAL AGREEMENT -- as to Borrower, any Guarantor or any other Covered Person,
any  Contract  to which Borrower, any Guarantor or any Covered Person is a party
or  by  which  any  such  Borrower, any Guarantor or any other Covered Person is
bound  which,  if  violated  or  breached, has or is reasonably likely to have a


                                       ix
<PAGE>
Material  Adverse  Effect,  including,  without  limitation,  all Other Creditor
Indebtedness  Documents,  all  TIFS/VALTECH  Debt  Documents,  all  Subordinated
Indebtedness  Documents,  all Acquisition Documents, all documents referenced in
any  Intercreditor  Agreement, including, without limitation, the Other Creditor
Indebtedness  Documents.

MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a  Borrower,  any  Guarantor,  or  any other Covered Person has or is reasonably
likely to have a Material Adverse Effect on such Person or any Covered Person or
any  Guarantor,  taken  as  a  whole.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from  a  Governmental  Authority or other Person and any registration and filing
with  a  Governmental  Authority  or other Person which if not obtained, held or
made  by  such  Covered  Person  has  or is reasonably likely to have a Material
Adverse  Effect,  and  (ii) as to any Person who is a party to this Agreement or
any  of  the  other  Loan  Documents,  any  license,  permit  or  consent from a
Governmental  Authority  or  other  Person and any registration or filing with a
Governmental  Authority  or  other Person that is necessary for the execution or
performance by such party, or the validity or enforceability against such party,
of  this  Agreement  or  such  other  Loan  Document.

MATERIAL  OBLIGATION  -- as to Borrower, any Guarantor or any Covered Person, an
Obligation of such Person which if not fully and timely paid or performed has or
is  reasonably  likely  to  have  a  Material  Adverse  Effect.

MATERIAL  PROCEEDING  -- any litigation, investigation or other proceeding by or
before  any  Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person or
a Guarantor as a party or any property of Covered Person or a Guarantor, and has
or  is  reasonably  likely  to  have  a  Material  Adverse  Effect  if adversely
determined,  (ii)  in which there has been issued an injunction, writ, temporary
restraining order or any other order of any nature which purports to restrain or
enjoin  the  making  of  any  Advance, the consummation of any other transaction
contemplated  by  the  Loan Documents, or the enforceability of any provision of
any  of the Loan Documents, (iii) which involves the actual or alleged breach or
violation  by  a  Covered  Person  of, or default by a Covered Person under, any
Material  Agreement, or (iv) which involves the actual or alleged violation by a
Covered  Person  or  any  Guarantor  of  any  Material  Law.

MATURITY  --  as  to any Indebtedness, the time when it becomes payable in full,
whether  at  a  regularly  scheduled time, because of acceleration or otherwise.

MAXIMUM  AVAILABLE  AMOUNT  --  is  defined  in  Section  3.1.2.

MINIMUM  NET  PROFIT  AFTER  TAX  --  is  defined  in  Section  15.1.

MULTI-EMPLOYER  PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined  in  Section  4001(a)(3)  of  ERISA.

MORTGAGEE  CONSENT AGREEMENT -- means each agreement described in Section 8.2 in
form  and  substance satisfactory Administrative Agent and the Required Lenders.

NET  INCOME  --  is  defined  in  Section  15.1.

NOTE  --  any  Revolving  Note,  Term  Note,  or  the  Swingline  Note.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such  Person  of  any  Indebtedness  of  another  Person,  and  any  contractual


                                        x
<PAGE>
requirement  enforceable  against  such  Person  that  does  not  constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the  expenditure  of  money  by  such  Person  if  complied  with  or  enforced.

OBLIGATIONS  TO  ADMINISTRATIVE  AGENT -- exclusive of all the Loan Obligations,
all  of  Borrower's  Indebtedness  owing  to  Administrative  Agent  (whether as
principal,  interest,  fees  or  otherwise),  all  obligations of Borrower under
agreements between Borrower and Administrative Agent under which the exposure of
Borrower  to  fluctuations  in interest rates is effectively limited, whether in
the  form  of interest rate cap agreements, interest rate swaps, or the like, or
options  therefor,  all Indirect Obligations of Borrower owing to Administrative
Agent,  all  reimbursement  obligations of Borrower to Administrative Agent with
respect  to  letters  of  credit,  and  all other obligations and liabilities of
Borrower  to  Administrative  Agent  (including  all  extensions,  renewals,
modifications,  rearrangements,  restructures,  replacements and refinancings of
the  foregoing,  whether or not the same involve modifications to interest rates
or  other payment terms), whether now existing or hereafter created, absolute or
contingent,  direct  or indirect, joint or several, secured or unsecured, due or
not  due,  contractual  or  tortious,  liquidated  or  unliquidated,  arising by
operation  of  law  or  otherwise, or acquired by Administrative Agent outright,
conditionally  or  as collateral security from another, including the obligation
of  Borrower  to  repay  future advances by Administrative Agent, whether or not
made  pursuant  to  commitment  and  whether  or  not  presently contemplated by
Borrower  and  Administrative  Agent.

OPERATING  LEASE  --  any  lease  that  is  not  a  Capital  Lease.

OTHER CREDITOR INDEBTEDNESS -- excluding the TIFS/VALTECH Debt, individually and
collectively,  except for the Indebtedness owing to the Administrative Agent and
the  Lenders,  the  Indebtedness  of  Borrower which is secured by Inventory and
proceeds thereof (excluding Accounts) of a Covered Person, and includes, without
limitation, Indebtedness constituting Liabilities (as defined by GAAP) under any
Capital  Lease,  and  Indebtedness secured by purchase money Security Interests.

OTHER CREDITOR INDEBTEDNESS DOCUMENTS -- each document, instrument and agreement
evidencing  all  or  any  portion  of  the  Other  Creditor  Indebtedness.

PBGC  --  the  Pension  Benefit  Guaranty  Corporation.

PENSION  BENEFIT  PLAN -- any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans, in each case in respect of which a
Covered  Person  or  a  Commonly  Controlled Entity of such Covered Person is an
"employer"  as  defined  in  Section  3(5)  of  ERISA.

PERMITTED  ACQUISITIONS  --  any  acquisition by Borrower or a Covered Person of
stock,  membership interests, or other equity interests of another Person or the
assets  of  another  Person  permitted  under  Section  14.7.

PERMITTED  DISTRIBUTIONS  --  any  Distributions  permitted under Section 14.10.

PERMITTED  ENCUMBRANCE  --  any  easement, license or similar encumbrance on any
Covered  Person's  real property, excluding any mortgage, assignment of rents or
lease,  deed  of  trust,  or  financing  statement.

PERMITTED  INDEBTEDNESS -- Indebtedness that Borrower is permitted under Section
14.2  to  incur,  assume,  or  allow  to  exist.

PERMITTED  INDIRECT  OBLIGATIONS  --  Indirect  Obligations  that  Borrower  is
permitted  under  Section  14.5  to  create,  incur,  assume, or allow to exist.


                                       xi
<PAGE>
PERMITTED  INVESTMENTS  --  Investments that Borrower is permitted under Section
14.1  to  make  in  other  Persons.

PERMITTED  SECURITY  INTERESTS  -- Security Interests that Borrower is permitted
under  Section  14.6  to  create,  incur,  assume,  or  allow  to  exist.

PERSON  --  any  individual,  partnership,  corporation,  trust,  unincorporated
association,  joint  venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to sue or be sued.
If  the  context  so  implies  or  requires,  the term Person includes Borrower.

PERSONAL  PROPERTY  COLLATERAL  --  all  of  the  Goods,  Equipment,  Accounts,
Inventory,  Instruments,  Documents,  Chattel  Paper,  General Intangibles, tort
claims,  healthcare  receivables  and  other  personal  property  of any kind or
nature,  and all accessions and additions thereto of Borrower, any other Covered
Person,  or  any  other  Person,  whether  now  owned  or hereafter acquired and
wherever located, and all proceeds thereof, in which Administrative Agent at any
time holds or purports to hold a Security Interest for the benefit of Lenders to
secure  payment  and  performance  of  any  of  the  Loan  Obligations.

PRIME  INCREMENT  --  is  defined  in  Section  4.7.

PRIME  RATE -- shall mean the higher of (a) the Federal Funds Rate (as such rate
may  fluctuate from time to time as provided for herein) for such day plus .50%,
and (b) a fluctuating interest rate per annum equal to the highest of the prime,
base  or  reference  rates  of  interest  announced  publicly  from time to time
(whether  or  not  charged in each instance) by The Chase Manhattan Bank (or any
successor thereof) as such bank's prime, base, or reference rate, which rate may
not  be  the lowest rate of interest charged by such institution, Administrative
Agent,  or  any Lender to its respective customers or a favored rate and may not
correspond with future increases or decreases in interest rates charged by other
lenders  or  market  interest  rates  in  general.

QUARTERLY  FEE  --is  defined  in  Section  5.2.

REGULATION  A,  REGULATION  D,  REGULATION T, REGULATION U, AND REGULATION X  --
respectively,  Regulation  A  issued by the FRB, Regulation D issued by the FRB,
Regulation T issued by the FRB, Regulation U issued by the FRB, and Regulation X
issued  by  the  FRB.

REGISTER  --  is  defined  in  Section  18.4.2.3.

REPORTABLE  EVENT  --  a reportable event as defined in Title IV of ERISA or the
regulations  thereunder.

REPRESENTATIONS  AND  WARRANTIES  --  The representations and warranties made by
Borrower with respect to itself and other Covered Persons in Section 11, and the
representations and warranties made in any certificate, report, opinion or other
document  delivered  by  Borrower  pursuant  to  the  Loan  Documents,  as  such
representations  and  warranties  are  modified from time to time as provided in
Section  12.

REQUIRED  LENDERS  --  defined  in  Section  2.5.

RESPONSIBLE  OFFICER  -- as to any Person that is not an individual, partnership
or  trust,  the  Chairman  of  the  Board of Directors, the President, the chief
executive officer, the chief operating officer, the chief financial officer, the
Treasurer,  any Assistant to the Treasurer, or any Vice President in charge of a
principal  business unit; as to any partnership, any individual who is a general
partner  thereof  or any individual who has general management or administrative
authority  over  all or any principal unit of the partnership's business; and as
to  any  trust,  any  individual  who  is  a  trustee.


                                       xii
<PAGE>
REVOLVING  LOAN  -- any Lender's pro-rata share of the Aggregate Revolving Loan.

REVOLVING  LOAN  ADVANCE  --  an  Advance  by Administrative Agent that is to be
funded  by  Lenders  under  the  Aggregate  Revolving  Loan  Commitment.

REVOLVING  LOAN COMMITMENT -- the commitment of each Lender as stated in Section
3.1.1.  to  fund  Revolving  Loan  Advances.

REVOLVING  LOAN MATURITY DATE -- the date when Borrower must repay the amount of
Aggregate  Revolving Loan and the Swingline Loan then outstanding as provided in
Section  6.1.2.3.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 3.1.3 to
evidence  Borrower's  obligation  to  repay  such  Lender's  Revolving  Loan.

SCHEDULE  OF  ACCOUNTS -- a listing of each Account, including the aging of each
Account  of  Borrower,  in  such  reasonable  detail as Administrative Agent may
require.

SCHEDULE  OF  INVENTORY  --  a  listing  of each item of existing Inventory, new
Inventory  purchases  and  items  of  Inventory sold or assigned within the past
ninety  (90)  days  from  the  date  of  the  last such schedule, containing the
following: initial date of purchaser or lease by Borrower, serial number, actual
cost,  total accrued depreciation, and net book value of then-existing Inventory
in  such  reasonable  detail  as  Administrative  Agent  may  require.

SECURITY  AGREEMENT  --  any  security  agreement required or contemplated under
Section 8.3 to be executed and delivered to Administrative Agent for the benefit
of  Lenders.

SECURITY  DOCUMENTS  --  all  of  the  documents  required or contemplated to be
executed  and delivered to Administrative Agent for the benefit of Lenders under
Section  8,  all  other  documents  granting a Security Interest in any asset of
Borrower  or any other Person to secure the payment or performance of any of the
Loan  Obligations  from  time  to  time,  including any such documents listed on
Exhibit  10.1.1  and any similar documents at any time executed and delivered to
Administrative  Agent  for the benefit of Lenders from time to time, by Borrower
or  any  other  Person  to  secure  payment  or  performance  of any of the Loan
Obligations.

SECURITY  INTEREST  --  as  to  any item of tangible or intangible property, any
interest  therein  or  right  with  respect  thereto  or assignment thereof that
secures  an Obligation or Indirect Obligation, whether such interest or right is
created  under  a  Contract,  or by operation of law or statute (such as but not
limited  to  a  statutory  lien  for  work  or  materials),  or as a result of a
judgment,  or  which  arises  under  any form of preferential or title retention
agreement  or  arrangement  (including  a conditional sale agreement or a lease)
that  has  substantially  the  same  economic  effect  as  any of the foregoing.

SELLER  -  any  Person  who  is  a party to any Permitted Acquisition other than
Borrower  or  a  Covered  Person.

SOLVENT  --  as  to any Person, (i) such Person not being "insolvent" within the
meaning  of  Section  101(32)  of  the Bankruptcy Code, Section 2 of the Uniform
Fraudulent  Transfer Act (the "UFTA") or Section 428.014 of the Missouri Revised
Statutes,  or any other applicable Law, (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code, Section
4  of the UFTA or Section 428.024 of the Missouri Revised Statutes, or any other
applicable  Law,  and  (iii)  such  Person not being unable to pay such Person's
debts  as  they  become  due within the meaning of Section 548 of the Bankruptcy
Code, Section 4 of the UFTA or Section 428.024 of the Missouri Revised Statutes,
or  any  other  applicable  Law.


                                      viii
<PAGE>
STATE  -  any  state  of  the  United  States.

STATEMENT  OF  TRANSACTION  --  is  defined  in  Section  4.2.2.

SUBORDINATED  INDEBTEDNESS  --  means  the Indebtedness subordinated to the Loan
Obligations  incurred  on  terms  and  conditions satisfactory to Administrative
Agent.

SUBORDINATED  INDEBTEDNESS  DOCUMENTS -- each document, instrument and agreement
evidencing  all  or  any  portion  of  the  Subordinated  Indebtedness.

SUBORDINATED  LENDERS -- means each Person to whom the Subordinated Indebtedness
is  owed.

SUBORDINATION  AGREEMENT  --  the  Subordination  Agreement  by  and  between
Administrative Agent, on behalf of the Lenders, and the Subordinated Lenders, in
form  and  substance  satisfactory  to  Administrative  Agent  and  the Required
Lenders.

SUBSIDIARY  --  as to any Person, another Person with respect to which more than
20%  of  the  outstanding  shares of stock or other equity interests (including,
without limitation, membership interests or partnership interests) of each class
having  ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person or by one
or  more  Subsidiaries  of  such  Person.

SURVIVING  COMPANY  -  as  applicable,  either  (i) the Person that will own the
assets  to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, or (ii) the survivor of the merger of an Acquiring Company
with  the  Target  Company  in  a  Permitted  Acquisition  upon the consummation
thereof.

SWINGLINE  ADVANCE  --  an advance by Administrative Agent to Borrower under the
Swingline  Commitment.

SWINGLINE  COMMITMENT  --  the  commitment  of Administrative Agent as stated in
Section  3.4.1  to  make  Swingline  Advances.

SWINGLINE  LOAN  --  the  from time to time outstanding principal balance of all
Swingline  Advances.

TANGIBLE  NET  WORTH  --  is  defined  in  Section  15.1.

TARGET  COMPANY  --  the  Person whose assets or stock, membership interests, or
other  equity  interests  will  be  acquired in a Permitted Acquisition upon the
consummation  thereof,  or  if  applicable, with which an Acquiring Company will
merge  in  a  Permitted  Acquisition  upon  the  consummation  thereof.

TAX  --  as  to  any  Person,  any  tax,  duty,  impost,  deduction,  charges,
withholdings,  assessment,  fee,  or  other  charge  levied  by  a  Governmental
Authority  (and  all liabilities associated therewith) on the income or property
of  such  Person,  including  any  interest  or  penalties thereon, and which is
payable  by  such  Person.

TERM  LOAN  --  any  Lender's  pro-rata  share  of  the  Aggregate  Term  Loan.

TERM  LOAN ADVANCE -- an Advance by Administrative Agent that is to be funded by
Lenders  under  the  Aggregate  Term  Loan  Commitment.

TERM  LOAN  COMMITMENT -- the commitment of each Lender as stated in Section 3.2
to  fund  Term  Loan  Advances.


                                      xiv
<PAGE>
TERM  LOAN  DIFFERENCE  --is  defined  in  Section  6.3.2

TERM  LOAN  MATURITY  DATE  --  shall  mean  June  27,  2003.

TERM  NOTE  --  any  note  delivered to a Lender as required by Section 3.2.2 to
evidence  Borrower's  obligation  to  repay  such  Lender's  Term  Loan.

TERMINATION  FEE  --  is  defined  in  Section  18.13.

this  Agreement -- this document (including every document that is stated herein
to  be  an  appendix,  exhibit  or  schedule  hereto,  whether or not physically
attached  to  this  document).

TIFS/VALTECH  Debt  --  is  defined  in  Section  14.2.7

TIFS/VALTECH  Debt  Documents  --  each  document,  instrument  and  agreement
evidencing  all  or  any  portion  of  the  TIFS/VALTECH  Debt.

TOTAL  ASSETS  --  is  defined  in  Section  15.1.

TOTAL  FUNDED  INDEBTEDNESS  --  is  defined  in  Section  15.1.

TOTAL  INDEBTEDNESS -- with respect to any Person, the aggregate Indebtedness of
such  Person.

TOTAL  LEASE  PORTFOLIO  --  is  defined  in  Section  15.1.

TOTAL  LIABILITIES  --  is  defined  in  Section  15.1.

UCC  --  the Uniform Commercial Code as in effect from time to time in the State
of  Missouri  or  such  other  similar statute as in effect from time to time in
Missouri  or  any  other  appropriate  jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of the United
States  of  America  and  the  District  of  Columbia;  and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

UNUSED  FEE  --  is  defined  in  Section  5.3.

VENDOR  --  is  defined  in  Section  3.3.4.

VENDOR  AGREEMENT  --  is  defined  in  Section  3.3.8.

WELFARE  BENEFIT  PLAN  --  any  plan  described  by  Section  3(1)  of  ERISA.


                                       xv
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT 3
                                    ---------

                         LENDERS' COMMITMENTS AND PRO-RATA SHARES

                                         REVOLVING
                                           LOAN      TERM LOAN     FLOORPLAN
                                          COMMIT-      COMMIT-        LOAN      PRO-RATA
LENDER                      TOTALS         MENT         MENT       FACILITY      SHARES
-----------------------  ------------  ------------  -----------  -----------  ----------
<S>                      <C>           <C>           <C>          <C>          <C>

Deutsche Financial
Services Corporation     $100,000,000  $ 60,000,000  $10,000,000  $30,000,000   41.66667%
-----------------------  ------------  ------------  -----------  -----------  ----------
Firstar Bank, National
Association                50,000,000    30,000,000    5,000,000   15,000,000   20.83333%
-----------------------  ------------  ------------  -----------  -----------  ----------
National City Bank         25,000,000    15,000,000    2,500,000    7,500,000   10.41667%
-----------------------  ------------  ------------  -----------  -----------  ----------
IBM Credit Corporation     35,000,000    21,000,000    3,500,000   10,500,000   14.58333%
-----------------------  ------------  ------------  -----------  -----------  ----------
UPS Capital Corporation    20,000,000    12,000,000    2,000,000    6,000,000    8.33333%
-----------------------  ------------  ------------  -----------  -----------  ----------
Fifth Third Bank,
Northern Kentucky, Inc.    10,000,000     6,000,000    1,000,000    3,000,000    4.16667%
-----------------------  ------------  ------------  -----------  -----------  ----------

AGGREGATES               $240,000,000  $144,000,000  $24,000,000  $72,000,000  100.00000%
-----------------------  ------------  ------------  -----------  -----------  ----------
</TABLE>


                                        i
<PAGE>
                                  EXHIBIT 7.10
                                  ------------

                   FORM OF REQUEST FOR REVOLVING LOAN ADVANCE

Deutsche Financial Services Corporation, as Administrative Agent
625  Maryville  Centre  Drive,  2nd  Floor
St.  Louis,  Missouri  63141
Attn:  Mr.  Kenneth  MacDonell,  Vice  President



          Re:  Credit  Facilities  Agreement  effective  June  28,  2001,  among
               Pomeroy  Computer  Resources,  Inc.,  Pomeroy  Select Integration
               Solutions,  Inc., Pomeroy Select Advisory Services, Inc., Pomeroy
               Computer  Resources  Sales  Company,  Inc.,  Pomeroy  Computer
               Resources  Holding  Company,  Inc.,  Pomeroy  Computer  Resources
               Operations, LLP, Technology Integration Financial Services, Inc.,
               T.I.F.S.  Advisory  Services,  Inc.,  TheLinc,  LLC  and Val Tech
               Computer  Systems,  Inc. (collectively and separately referred to
               as  "Borrower"), and Deutsche Financial Services Corporation, for
               itself  as  a  Lender  and as Administrative Agent, and the other
               Lenders  party  thereto, as it may be amended, modified, restated
               or  replaced  from  time  to  time  (the  "Credit  Agreement")

Ladies  and  Gentlemen:

     The  undersigned  is  a  Borrowing  Officer  of  _________  and, as such is
authorized  to  make  and  deliver  this  Advance  Request on behalf of Borrower
pursuant  to  Section  2.9  and  Section  7.10  of  the  Credit  Agreement.  All
capitalized  words used herein that are defined in the Credit Agreement have the
meanings  defined  in  the  Credit  Agreement.

     Borrower  hereby  requests  that Administrative Agent make a Revolving Loan
Advance  of  $_______  to  Borrower  under  the terms of the Credit Agreement on
_______________.  Of  the requested Revolving Loan Advance, all is to be a LIBOR
Advance unless the LIBOR  Rate is not available in which case it shall be a Base
Rate  Advance.  {Base  Rate  Advance  only  allowed  if  the  LIBOR  Rate is not
available.}

     The  undersigned  hereby  certifies  that:

     (i)  There  is  no  Existing  Default.

     (ii) The  Representations  and Warranties including those of each Guarantor
          in  its  Guaranty  are  true  and  will  be true as of the time of the
          requested  Revolving  Loan  Advance.

     (iii)  The  amount  of  the requested Revolving Loan Advance will not, when
          added  to  the  current amount of the Aggregate Revolving Loan, exceed
          the  Maximum  Available  Amount.

     (iv) All  conditions  precedent  under Sections 10.1 and 10.2 of the Credit
          Agreement  have  been  satisfied.


                                        i
<PAGE>
     Executed this ____ day of _______________, _____.

                      _____________, on behalf of itself and the other Borrowers


                      By  its ____________________________________
                      ____________________________________________
                      Typed  Name: _______________________________


                                       ii
<PAGE>
                                     FORM OF

                          REQUEST FOR TERM LOAN ADVANCE


Deutsche  Financial  Services  Corporation,  as  Administrative  Agent
625  Maryville  Centre  Drive,  2nd  Floor
St.  Louis,  Missouri  63141
Attn:  Mr.  Kenneth  MacDonell,  Vice  President


     Re:  Credit  Facilities  Agreement  effective  June 28, 2001, among Pomeroy
          Computer  Resources, Inc., Pomeroy Select Integration Solutions, Inc.,
          Pomeroy  Select  Advisory  Services,  Inc., Pomeroy Computer Resources
          Sales Company, Inc., Pomeroy Computer Resources Holding Company, Inc.,
          Pomeroy  Computer  Resources  Operations,  LLP, Technology Integration
          Financial  Services,  Inc., T.I.F.S. Advisory Services, Inc., TheLinc,
          LLC  and  Val Tech Computer Systems, Inc. (collectively and separately
          referred  to  as  "Borrower"),  and  Deutsche  Financial  Services
          Corporation,  for  itself as a Lender and as Administrative Agent, and
          the  other  Lenders  party  thereto,  as  it may be amended, modified,
          restated  or  replaced  from  time  to  time  (the "Credit Agreement")

Ladies  and  Gentlemen:

     The  undersigned  is  a  Borrowing  Officer  of  Borrower,  and, as such is
authorized to make and deliver this Advance Request pursuant to Sections 2.9 and
7.10  of  the Loan Agreement. All capitalized words used herein that are defined
in  the  Loan  Agreement  have  the  meanings  defined  in  the  Loan Agreement.

     Borrower hereby requests that Administrative Agent make a Term Loan Advance
of  $______  to Borrower under the terms of the Loan Agreement on _________.  Of
the  requested  Term  Loan  Advance, all is to be a LIBOR Advance and unless the
LIBOR  Rate  is  not  available  in  which case it shall be a Base Rate Advance.
{Base  Rate  Advance  only  allowed  if  the  LIBOR  Rate  is  not  available.}

The  undersigned  hereby  certifies  that:

     (i)  There  is  no  Existing  Default.

     (ii) The  Representations  and Warranties including those of each Guarantor
          in  its  Guaranty  are  true  and  will  be true as of the time of the
          requested  Term  Loan  Advance.

     (iii) The amount of the requested Term Loan Advance will not, when added to
          the  current  amount  of the Aggregate Term Loan, exceed the Aggregate
          Term  Loan  Commitment.

     (iv) All  conditions  precedent  under Sections 10.1 and 10.2 of the Credit
          Agreement  have  been  satisfied.


                                        i
     Executed this ____ day of _______________, _____.

                      _____________, on behalf of itself and the other
                      Borrowers
                      By  its ____________________________________
                      ____________________________________________
                      Typed  Name: _______________________________


                                       ii
<PAGE>
                                  EXHIBIT 10.1.1
                                  --------------

                         DOCUMENTS AND REQUIREMENTS LIST


                                 TO BE INSERTED


                                      iii
<PAGE>
                                    EXHIBIT 11
                                    ----------

                         DISCLOSURE SCHEDULE OF BORROWER


                                       iv
<PAGE>
                                   EXHIBIT 13.1
                                   ------------

                 INDEBTEDNESS TO BE REPAID WITH INITIAL ADVANCE


                                        i
<PAGE>
                                 EXHIBIT 13.14
                                 -------------

                         FORM OF COMPLIANCE CERTIFICATE

TO:     Deutsche  Financial  Services  Corporation,  as  Administrative  Agent

This  Compliance  Certificate  is  furnished  pursuant  to  that  certain Credit
Facilities  Agreement  effective  June  28,  2001  (as  the same may be amended,
modified, restated or replaced from time to time, the "Credit Agreement"), among
Pomeroy  Computer  Resources,  Inc., Pomeroy Select Integration Solutions, Inc.,
Pomeroy  Select  Advisory  Services,  Inc.,  Pomeroy  Computer  Resources  Sales
Company,  Inc.,  Pomeroy  Computer  Resources  Holding  Company,  Inc.,  Pomeroy
Computer  Resources  Operations, LLP, Technology Integration Financial Services,
Inc.,  T.I.F.S.  Advisory  Services,  Inc.,  TheLinc,  LLC and Val Tech Computer
Systems, Inc. (collectively and separately referred to as, "Borrower"), Deutsche
Financial Services Corporation ("DFS"), as Administrative Agent, and DFS and the
Lenders  as  defined  in the Credit Agreement.  Unless otherwise defined herein,
capitalized  terms used in this Compliance Certificate have the meanings defined
in  the  Credit  Agreement.

     THE  UNDERSIGNED  HEREBY  CERTIFIES  THAT:

     1.   I  am  the  _______________  of  _______.

     2.   I  have  reviewed  the  terms  of  the  Credit  Agreement and the Loan
          Documents  and  I  have  made,  or  have  caused  to  be made under my
          supervision,  a  review  of  the  transactions  and conditions of each
          Borrower  and  each  other Covered Person during the accounting period
          covered  by  the  attached  Financial  Statements.

     3.   The examinations described in paragraph 2 did not disclose, and I have
          no  knowledge  of,  the  existence  of  any  condition  or event which
          constitutes  a  Default  or  Event  of  Default as of the date of this
          Compliance Certificate; and to my knowledge all of the Representations
          and Warranties (including those of each Guarantor in its Guaranty) are
          true.

     4.   [Use  for  annual  financial  statements:  Schedule  I attached hereto
          contains  the  Financial  Statements  for Borrower for the fiscal year
          ended,  which  are  complete  and correct in all material respects and
          have  been  prepared  in  accordance  with  GAAP  applied consistently
          throughout  the  period  and  with  prior periods (except as disclosed
          therein).]

          [Use  for  quarterly  financial statements: Schedule I attached hereto
          contains  the Financial Statements for Borrower for the fiscal quarter
          ended,  which  are  complete  and  correct  in  all  material respects
          (subject  to normal year-end audit adjustments) and have been prepared
          in accordance with GAAP applied consistently throughout the period and
          with  prior  periods  (except  as  disclosed  therein).]

     5.   Each Borrower and every other Covered Person is in compliance with all
          of  the  covenants  in  the  Credit Agreement, including the financial
          covenants  in  Section  15,  and  Schedule II attached hereto contains
          calculations based on Borrower's consolidated financial statements and
          other  financial  records  that  show  Borrower's compliance with such
          financial covenants. The calculations and the data upon which they are
          based  are  believed  by  me  to  be  complete  and  correct.


                                        i
<PAGE>
This Compliance Certificate, together with the Schedules hereto, is executed and
delivered  this  ______day of  _____________________.  The undersigned is a duly
                 ------
authorized  Borrowing  Officer  of  each  Borrower.

Pomeroy  Computer  Resources  Sales  Company,  Inc.
on  behalf  of  itself  and  the  other  Borrowers

___________________________________
Print  Name: ______________________
Title: ____________________________


SCHEDULES  I  AND  II  ARE  ATTACHED


                                       ii
<PAGE>
                      SCHEDULE I TO COMPLIANCE CERTIFICATE
                      ------------------------------------

                   See current Financial Statements attached.


                                        i
<PAGE>
                      SCHEDULE II TO COMPLIANCE CERTIFICATE
                      -------------------------------------

NOTE:  THE TEXT OF SECTION 15 OF THE LOAN AGREEMENT CONTROLS OVER ANY DIFFERENCE
BETWEEN  THIS  CERTIFICATE  AND  SECTION  15  OF THE LOAN AGREEMENT.   REFERENCE
SHOULD  BE  MADE  TO THE LOAN AGREEMENT FOR MORE SPECIFIC INSTRUCTIONS REGARDING
THE CALCULATION PERIODS AND HOW THE COMPONENTS OF THE FINANCIAL COVENANTS SHOULD
BE  CALCULATED.

NOTE: BORROWER SHALL ALSO INCLUDE THE CALCULATION NECESSARY FOR THE CALCULATIONS
IN  SECTION  4.7  (SEE  ITEM  VI  BELOW).


ALL  CALCULATIONS  DONE  IN  ACCORDANCE  WITH  GAAP  ON A CONSOLIDATED BASIS, IN
ACCORDANCE  WITH THE PROVISIONS OF THE CREDIT FACILITIES AGREEMENT AND ARE BASED
ON  THE  PERIOD  ENDED  __________________.


I.   MINIMUM  TANGIBLE  NET  WORTH
     -----------------------------

     A.   Tangible Net Worth required as of the end of the fiscal
          quarter  prior  to  the  fiscal  quarter for which this
          Compliance  Certificate  is  submitted  (initially
          $90,000,000;  thereafter  the  amount from Item ID from
          the  prior  Compliance  Certificate)                        $_________

     B.   Greater  of  (a) Net Income for the fiscal quarter most
          recently  ended  and  (b)  zero                             $_________

     C.   75%  of  IB                                                 $_________

     D.   Minimum  Tangible  Net  Worth required by Section 15.2
          (Item IA plus Item  IC)                                     $_________

     E.   Actual  Tangible  Net  Worth                                $_________




II.   MAXIMUM  TOTAL  LIABILITIES  TO  TANGIBLE  NET  WORTH
      -----------------------------------------------------

      A.   Total  Liabilities  (see  definition  in  Section 15.1)    $_________

      B.   Tangible  Net  Worth (see definition in Section 15.1)      $_________

      C.   Ratio  of  Item  IIA  to  Item  IIB                         _________

      D.   Maximum ratio permitted by Section 15.3                  3.00 to 1.00


III.   MINIMUM  CURRENT  RATIO
       -----------------------

       A.   Current  Assets                                           $_________

       B.   Current  Liabilities                                      $_________


                                        i
<PAGE>
       C.   Ratio  of  Item  IIIA  to  Item  IIIB                      _________

       D.   Minimum ratio permitted by Section 15.4                 1.20 to 1.00


IV   MINIMUM  NET  PROFIT  AFTER  TAX
     --------------------------------

     A.   Minimum Net Income (see definition in Section 15.1) for
          preceding  ____                                                   ___%

     B.   Minimum  Net  Income  as  a  percentage  of  net  sales
          required  by  Section  15.5                                      2.50%


V    MINIMUM  FIXED  CHARGE  COVERAGE  RATIO
     ---------------------------------------

     A.   EBITDA  (for  preceding  4  fiscal  quarters) (see Item
          VIB(viii))                                                  $_________

     B.   (i)  Interest  Expense                                      $_________
          (ii) scheduled  principal  payments  on  long  term
               Indebtedness  (including mandatory payments on the
               Term  Loan  but  excluding all scheduled principal
               payments  on  the  Subordinated  Indebtedness)         $_________
          (iii)federal,  state  and  local income taxes paid in
               cash                                                   $_________
          (iv) Capital  Expenditures  (excluding  permitted
               expenditures  for  Permitted  Acquisitions  or
               acquisitions  otherwise consented to in writing by
               Required  Lenders)                                     $_________
          (v)  dividends  and  distributions  paid  or  declared      $_________
          (vi) the  sum  of  all  scheduled  payments  under  all
               Capital  Leases  for the four (4) preceding fiscal
               quarters                                               $_________
          (vii)Sum  of  items (i) through (vi) is Fixed Charges       $_________

     C.   Ratio  of VA to VB(vii)                                     __________

     D.   Minimum  ratio permitted by Section 15.6                  ____ to 1.00


VI.  MAXIMUM  TOTAL  FUNDED  INDEBTEDNESS  TO  EBITDA
     --ALSO  TO  BE  USED  FOR  SECTION4.7
     -------------------------------------

     A.   Total  Funded  Indebtedness  (see  definition  in
          Section  15.1)                                              $_________

     B.   EBITDA  (for  preceding  4  fiscal  quarters)
          (see definition of EBITDA  in  Section  15.1)
          (i)   Net  Income                                           $_________
          (ii)  Interest  Expense                                     $_________
          (iii) income  tax  expense                                  $_________
          (iv)  depreciation  expense                                 $_________
          (v)   amortization  expense                                 $_________
          (vi)  extraordinary  losses  in  such  period               $_________
          (vii) extraordinary gains and income unrelated to
                continuing  operations  in  such  period              $_________


                                       ii
<PAGE>
          (viii)Sum of items (i) through (vi) less item (vii)
                is EBITDA                                             $_________

     C.   Ratio  of  VIA  to  VIB(viii)                                _________

     D.   Maximum  ratio  permitted  by  Section  15.7               ___ to 1.00


VII. MAXIMUM  TOTAL  LEASE  PORTFOLIO  TO  FUNDED  LEASE  PORTFOLIO
     --------------------------------------------------------------

     A.   Total  Lease  Portfolio (see definition in Section
          15.1)                                                       $_________

     B.   Funded  Lease Portfolio (see definition in Section
          15.1)                                                       $_________

     C.   Ratio of Item VIIA  to  VIIB                                 _________

     D.   Maximum ratio permitted by Section 15.8                    ___ to 1.00


                                      iii
<PAGE>
                                 EXHIBIT13.15.1
                                 --------------

                           BORROWING BASE CERTIFICATE


                                SEE FORM ATTACHED


Attachments:

SCHEDULE  OF  ACCOUNTS  AND  SCHEDULE  OF  INVENTORY


                                        i
<PAGE>
                                 EXHIBIT 18.4.1

                        FORM OF ASSIGNMENT AND ACCEPTANCE

                         DATED _________________, _____

     Reference  is  made to the Credit Facilities Agreement dated as of June 28,
2001  (as  amended,  modified,  restated  and/or replaced from time to time, the
"Credit  Agreement")  among  Pomeroy  Computer  Resources,  Inc., Pomeroy Select
Integration  Solutions,  Inc.,  Pomeroy  Select Advisory Services, Inc., Pomeroy
Computer  Resources  Sales  Company,  Inc.,  Pomeroy  Computer Resources Holding
Company,  Inc.,  Pomeroy  Computer  Resources  Operations,  LLP,  Technology
Integration Financial Services, Inc., T.I.F.S. Advisory Services, Inc., TheLinc,
LLC  and  Val  Tech  Computer  Systems,  Inc.,  and  Deutsche Financial Services
Corporation ("DFS"), as Administrative Agent, and DFS and the Lenders as defined
in  the Credit Agreement.  Terms defined in the Credit Agreement are used herein
with  the  same  meaning.

     The  "Assignor"  and  the  "Assignee"  referred  to  on Schedule 1 agree as
follows:

     1.     The  Assignor  hereby  sells  and  assigns  to the Assignee, without
recourse  and  without  representation or warranty except as expressly set forth
herein,  and  the  Assignee  hereby  purchases and assumes from the Assignor, an
interest  in  and  to  the  Assignor's  rights  and obligations under the Credit
Agreement  and  the  other  Loan  Documents  as  of the date hereof equal to the
percentage  interest  specified  on  Schedule  1  of  all outstanding rights and
obligations  under  the  Credit  Agreement  and the other Loan Documents.  After
giving  effect  to  such  sale and assignment, the Assignee's Commitment and the
amount  of  the  Loans owing to the Assignee will be as set forth on Schedule 1.
Such  purchase  and  assumption  shall  include  that  portion  of  Assignor's
obligations  to fund unfunded Approvals equal to the percentage of the Floorplan
Loans  being  assigned  by  Assignor  to  Assignee.

     2.     The  Assignor  (i)  represents and warrants that it is the legal and
beneficial  owner  of  the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty  and  assumes  no  responsibility  with  respect  to  any  statements,
warranties  or  representations made in or in connection with the Loan Documents
or  the  execution, legality, validity, enforceability, genuineness, sufficiency
or  value  of  the  Loan Documents or any other instrument or document furnished
pursuant  thereto;  (iii)  makes  no  representation  or warranty and assumes no
responsibility  with respect to the financial condition of any Covered Person or
any  Guarantor,  or  the  performance or observance by any Covered Person or any
Guarantor  of  any  of  its  obligations  under  the Loan Documents or any other
instrument  or  document furnished pursuant thereto; and (iv) attaches the Notes
held  by  the  Assignor and requests that the Administrative Agent exchange such
Notes  for  new Notes payable to the order of the Assignee in an amount equal to
the Commitment assumed by the Assignee pursuant hereto and to the Assignor in an
amount equal to the Commitment retained by the Assignor, if any, as specified on
Schedule  1.

     3.     The  Assignee (i) confirms that it has received a copy of the Credit
Agreement,  together  with  copies  of  the  financial statements referred to in
Section  13.14 thereof and such other documents and information as it has deemed
appropriate  to  make  its  own  credit analysis and decision to enter into this
Assignment  and  Acceptance; (ii) agrees that it will, independently and without
reliance  upon  the  Administrative  Agent, the Assignor or any other Lender and
based  on  such  documents  and  information as it shall deem appropriate at the
time,  continue  to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (v) agrees that


                                        i
<PAGE>
it  will  perform  in accordance with their terms all of the obligations that by
the  terms  of  the  Credit  Agreement  are  required to be performed by it as a
Lender;  and  (vi)  attaches  any  U.S.  Internal Revenue Service or other forms
required  under  the  Credit  Agreement.

     4.     Following  the  execution of this Assignment and Acceptance, it will
be  delivered  to  the  Administrative Agent for acceptance and recording by the
Administrative  Agent.  The  effective  date  for this Assignment and Acceptance
(the  "Effective  Date")  shall  be  the  date  of  acceptance  hereof  by  the
       ---------------
Administrative  Agent,  unless  otherwise  specified  on  Schedule  1.

     5.     Upon  such  acceptance and recording by the Administrative Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and,  to  the extent provided in this Assignment and Acceptance, have the rights
and  obligations  of  a  Lender  thereunder  and (ii) the Assignor shall, to the
extent  provided in this Assignment and Acceptance, relinquish its rights and be
released  from  its  obligations  under  the  Credit  Agreement.

     6.     Upon such acceptance and recording by the Administrative Agent, from
and  after  the Effective Date, the Administrative Agent shall make all payments
under  the  Credit  Agreement  and the Notes in respect of the interest assigned
hereby  (including,  without limitation, all payments of principal, interest and
commitment  fees  with  respect  thereto)  to  the  Assignee.  The  Assignor and
Assignee  shall  make  all  appropriate adjustments in payments under the Credit
Agreement and the Notes for periods prior to the Effective Date directly between
themselves.

     7.     Assignor  represents and warrants that is has paid an assignment and
a  processing  fee  of  $3,500  to  Administrative  Agent.

     8.     This  Assignment  and Acceptance shall be governed by, and construed
in  accordance  with,  the  laws  of  the  State  of  Missouri.

     9.     This  Assignment  and  Acceptance  may  be executed in any number of
counterparts  and  by different parties hereto in separate counterparts, each of
which  when so executed shall be deemed to be an original and all of which taken
together  shall  constitute one and the same agreement.  Delivery of an executed
counterpart  of Schedule 1 to this Assignment and Acceptance by telecopier shall
be  effective  as delivery of a manually executed counterpart of this Assignment
and  Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
this  Assignment  and Acceptance to be executed by their officers thereunto duly
authorized  as  of  the  date  specified  thereon.


                                       ii
<PAGE>
                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE


     Percentage  of  Assignor's  interest  assigned:                     _____%

     Assignee's  Commitment:                                            $______

     Aggregate  outstanding  principal
       amount  of  Loans  assigned:                                     $______

     Principal  amount  of  Revolving  Note  payable  to  Assignee:     $______

     Principal  amount  of  Term  Note  payable  to  Assignee:          $______

     Principal  amount  of  Floorplan  Loans  payable  to  Assignee:    $______

     Amount  of  unfunded  Approvals  payable  by  Assignee:            $______

     Principal  amount  of  Revolving  Note  payable  to  Assignor:     $______

     Principal  amount  of  Term  Note  payable  to  Assignor:          $______

     Principal  amount  of  Floorplan  Loans  payable  to  Assignor:    $______

     Amount  of  unfunded  Approvals  payable  by  Assignor:            $______

     Effective  Date  (if  other  than  date  of
       acceptance  by  Administrative  Agent):               *___________, ____



                                            [NAME  OF  ASSIGNOR],  as  Assignor


                                            By: ________________________________
                                                Title: _________________________
                                                Dated: ____________,  20__


                                            [NAME  OF  ASSIGNEE],  as  Assignee


                                            By: ________________________________
                                                Title: _________________________

                                            Domestic  Lending  Office:
                                            LIBOR  Lending  Office:


                                        i
<PAGE>
*This  date  should  be no earlier than five Business Days after the delivery of
this  Assignment  and  Acceptance  to  the  Administrative  Agent.

Accepted and Approved
this _____ day of ____________, ____


ADMINISTRATIVE  AGENT:



By: ________________________________
    Title: _________________________


                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                 TABLE OF CONTENTS


                                                                             Page
<S>                                                                         <C>
1.   Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
2.   Definitions; Rules of Construction. . . . . . . . . . . . . . . . . .       1
     2.1.   Listed Definitions.. . . . . . . . . . . . . . . . . . . . . .       1
     2.2.   Other Definitions. . . . . . . . . . . . . . . . . . . . . . .       1
     2.3.   References to Borrower.. . . . . . . . . . . . . . . . . . . .       1
     2.4.   References to Covered Person.. . . . . . . . . . . . . . . . .       1
     2.5.   References to Required Lenders.. . . . . . . . . . . . . . . .       1
     2.6.   Accounting Terms.. . . . . . . . . . . . . . . . . . . . . . .       1
     2.7.   Meaning of Satisfactory. . . . . . . . . . . . . . . . . . . .       2
     2.8.   Computation of Time Periods. . . . . . . . . . . . . . . . . .       2
     2.9.   Certificates of Borrower and Borrowing
            Officer, Advance Requests; Borrowing Agent.. . . . . . . . . .       2
     2.10.  General. . . . . . . . . . . . . . . . . . . . . . . . . . . .       2
     2.11.  Firstar Bank, National Association Appointment as
            Co-Agent.. . . . . . . . . . . . . . . . . . . . . . . . . . .       3
3.          Lenders' Commitments and Facilities. . . . . . . . . . . . . .       3
     3.1.   Revolving Loan Commitments.. . . . . . . . . . . . . . . . . .       3
            3.1.1.   Aggregate Amount. . . . . . . . . . . . . . . . . . .       3
            3.1.2.   Limitation on Revolving Loan Advances.. . . . . . . .       3
            3.1.3.   Revolving Notes.. . . . . . . . . . . . . . . . . . .       4
            3.1.4.   Borrowing Base. . . . . . . . . . . . . . . . . . . .       4
            3.1.5.   Eligible Accounts.. . . . . . . . . . . . . . . . . .       4
     3.2.   Term Loan Commitment.. . . . . . . . . . . . . . . . . . . . .       5
            3.2.1.   Term Loan.. . . . . . . . . . . . . . . . . . . . . .       5
            3.2.2.   Term Loan Notes.. . . . . . . . . . . . . . . . . . .       6
     3.3.   Floorplan Loan Facility. . . . . . . . . . . . . . . . . . . .       6
            3.3.1.   Floorplan Loan Facility Generally.. . . . . . . . . .       6
            3.3.2.   Interim Floorplan Loan Advances.. . . . . . . . . . .       6
            3.3.3.   Limitations on Interim Floorplan Loan
                     Advances. . . . . . . . . . . . . . . . . . . . . . .       7
            3.3.4.   Operation of Floorplan Loan Facility and Interim
                     Floorplan Loan Facility.. . . . . . . . . . . . . . .       7
            3.3.5.   Floorplan Loan Approvals. . . . . . . . . . . . . . .       7
            3.3.6.   Inventory not Available for Floorplan Loans and
                     Interim Floorplan Loans.. . . . . . . . . . . . . . .       7
            3.3.7.   Termination of Floorplan Loan Facility and Interim
                     Floorplan Loan Facility.. . . . . . . . . . . . . . .       8
            3.3.8.   Repurchase Agreements.. . . . . . . . . . . . . . . .       8
     3.4.   Swingline Commitment.. . . . . . . . . . . . . . . . . . . . .       8
            3.4.1.   Swingline Advances. . . . . . . . . . . . . . . . . .       9
            3.4.2.   Limitations on Swingline Advances.. . . . . . . . . .       9
            3.4.3.   Swingline Note. . . . . . . . . . . . . . . . . . . .       9
     3.5.   Reductions in the Commitments Generally. . . . . . . . . . . .       9
     3.6.   Termination. . . . . . . . . . . . . . . . . . . . . . . . . .      10
4.   Interest; Yield Protection. . . . . . . . . . . . . . . . . . . . . .      10
     4.1.   Interest on the Swingline Loan.. . . . . . . . . . . . . . . .      10
     4.2.   Interest on the Floorplan Loan and Interim Floorplan Loan
            --Administrative Agent and DFS as a Lender  Only.. . . . . . .      10
     4.3.   Interest on Aggregate Loans--Other than Floorplan Loans. . . .      12


                                        i
<PAGE>
     4.4.   Interest on Floorplan Loans; Administrative Agent Deficiency
            Amount.. . . . . . . . . . . . . . . . . . . . . . . . . . . .      12
     4.5.   Base Rate. . . . . . . . . . . . . . . . . . . . . . . . . . .      12
     4.6.   Adjusted LIBOR Rate. . . . . . . . . . . . . . . . . . . . . .      13
     4.7.   Prime Increments and LIBOR Increments. . . . . . . . . . . . .      13
     4.8.   Conversion or Continuation of Loans. . . . . . . . . . . . . .      14
     4.9.   Time of Accrual. . . . . . . . . . . . . . . . . . . . . . . .      14
     4.10.  Computation. . . . . . . . . . . . . . . . . . . . . . . . . .      14
     4.11.  Rate After Maturity and Rate After An Event of Default.. . . .      15
     4.12.  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      15
     4.13.  Compensation for Increased Costs and Reduced Returns;
            Capital Adequacy.. . . . . . . . . . . . . . . . . . . . . . .      16
     4.14.  Limitation on Types of Loans.. . . . . . . . . . . . . . . . .      18
     4.15.  Illegality.. . . . . . . . . . . . . . . . . . . . . . . . . .      18
     4.16.  Treatment of Affected Loans. . . . . . . . . . . . . . . . . .      18
     4.17.  Usury. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19
5.   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19
     5.1.   Closing Fee. . . . . . . . . . . . . . . . . . . . . . . . . .      19
     5.2.   Quarterly Fee. . . . . . . . . . . . . . . . . . . . . . . . .      19
     5.3.   Unused Fee.. . . . . . . . . . . . . . . . . . . . . . . . . .      19
     5.4.   Calculation of Fees. . . . . . . . . . . . . . . . . . . . . .      20
6.   Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20
     6.1.   Scheduled Payments on Loans; Applications to
            Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20
            6.1.1.   Interest. . . . . . . . . . . . . . . . . . . . . . .      20
            6.1.2.   Principal.. . . . . . . . . . . . . . . . . . . . . .      20
                     6.1.2.3.   Maturity.. . . . . . . . . . . . . . . . .      22
     6.2.   Special Requirement for Payments on Floorplan
            Loans and Interim Floorplan Loans. . . . . . . . . . . . . . .      22
     6.3.   Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . .      23
            6.3.1.   Voluntary Prepayments.. . . . . . . . . . . . . . . .      23
            6.3.2.   Mandatory Prepayments.. . . . . . . . . . . . . . . .      23
            6.3.3.   Other Mandatory Prepayments.. . . . . . . . . . . . .      23
                     6.3.3.1.   Proceeds from Sales of Assets. . . . . . .      24
                     6.3.3.2.   Proceeds from Sale of Securities
                                or Indebtedness. . . . . . . . . . . . . .      24
                     6.3.3.3.   Insurance Proceeds.. . . . . . . . . . . .      24
     6.4.   Manner of Payments and Timing of Application of Payments . . .      24
            6.4.1.   Payment Requirement.. . . . . . . . . . . . . . . . .      24
            6.4.2.   Application of Payments and Proceeds. . . . . . . . .      25
            6.4.3.   Interest Calculation. . . . . . . . . . . . . . . . .      25
     6.5.   Returned Instruments.. . . . . . . . . . . . . . . . . . . . .      25
     6.6.   Compelled Return of Payments or Proceeds.. . . . . . . . . . .      25
     6.7.   Due Dates Not on Business Days.. . . . . . . . . . . . . . . .      26
7.   Procedure for Obtaining Advances. . . . . . . . . . . . . . . . . . .      26
     7.1.   Initial Advances.. . . . . . . . . . . . . . . . . . . . . . .      26
     7.2.   Subsequent Revolving Loan Advances.. . . . . . . . . . . . . .      26
     7.3.   Subsequent Term Loan Advances. . . . . . . . . . . . . . . . .      26
     7.4.   Subsequent Floorplan Loan Advances.. . . . . . . . . . . . . .      26
            7.4.1.   Repayment of the Swingline Loan and the
                     Interim Floorplan Loan. . . . . . . . . . . . . . . .      26
            7.4.2.   Administrative Agent's Right to Make Other
                     Certain Advances. . . . . . . . . . . . . . . . . . .      27
            7.4.2.1.   Payment of Loan Obligations.. . . . . . . . . . . .      27
            7.4.2.2.   Payments to Other Creditors.. . . . . . . . . . . .      28
     7.5.   Fundings.. . . . . . . . . . . . . . . . . . . . . . . . . . .      28
            7.5.1.   Advances. . . . . . . . . . . . . . . . . . . . . . .      28


                                       ii
<PAGE>
            7.5.2.   All Fundings Ratable. . . . . . . . . . . . . . . . .      28
     7.6.   Administrative Agent's Availability Assumption.. . . . . . . .      28
     7.7.   Disbursement.. . . . . . . . . . . . . . . . . . . . . . . . .      30
     7.8.   Restrictions on Advances.. . . . . . . . . . . . . . . . . . .      30
     7.9.   Each Advance Request a Certification.. . . . . . . . . . . . .      30
     7.10.  Requirements for Every Advance Request.. . . . . . . . . . . .      30
     7.11.  Exoneration of Administrative Agent and
            Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . . .      30
8.   Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      31
     8.1.   Landlord Consents. . . . . . . . . . . . . . . . . . . . . . .      31
     8.2.   Mortgagee Consent Agreements.. . . . . . . . . . . . . . . . .      31
     8.3.   Security Agreements. . . . . . . . . . . . . . . . . . . . . .      31
     8.4.   Collateral Assignments.. . . . . . . . . . . . . . . . . . . .      31
            8.4.1.   Blocked Account and Lockbox Assignments.. . . . . . .      31
            8.4.2.   Intellectual Property Assignments.. . . . . . . . . .      31
            8.4.3.   Acquisition Documents Assignment. . . . . . . . . . .      31
9.   Power of Attorney.. . . . . . . . . . . . . . . . . . . . . . . . . .      31
10.  Conditions of Lending.. . . . . . . . . . . . . . . . . . . . . . . .      32
     10.1.   Conditions to Advance.. . . . . . . . . . . . . . . . . . . .      32
             10.1.1.   Listed Documents and Other Items. . . . . . . . . .      32
             10.1.2.   Financial Condition.. . . . . . . . . . . . . . . .      32
             10.1.3.   Intercreditor Agreements. . . . . . . . . . . . . .      33
             10.1.4.   Default.. . . . . . . . . . . . . . . . . . . . . .      33
             10.1.5.   Perfection of Security Interests. . . . . . . . . .      33
             10.1.6.   Representations and Warranties. . . . . . . . . . .      33
             10.1.7.   Material Adverse Change.. . . . . . . . . . . . . .      33
             10.1.8.   Pending Material Proceedings. . . . . . . . . . . .      33
             10.1.9.   Payment of Fees.. . . . . . . . . . . . . . . . . .      33
             10.1.10.   Tax Returns. . . . . . . . . . . . . . . . . . . .      33
             10.1.11.   Other Items. . . . . . . . . . . . . . . . . . . .      33
     10.2.   Conditions to Subsequent Advances.. . . . . . . . . . . . . .      33
             10.2.1.   General Conditions. . . . . . . . . . . . . . . . .      33
             10.2.2.   Representations and Warranties. . . . . . . . . . .      33
             10.2.3.   Approvals.. . . . . . . . . . . . . . . . . . . . .      34
             10.2.4.   Default.. . . . . . . . . . . . . . . . . . . . . .      34
11.  Representations and Warranties. . . . . . . . . . . . . . . . . . . .      34
     11.1.   Organization and Existence. . . . . . . . . . . . . . . . . .      34
     11.2.   Authorization.. . . . . . . . . . . . . . . . . . . . . . . .      34
     11.3.   Due Execution.. . . . . . . . . . . . . . . . . . . . . . . .      34
     11.4.   Enforceability of Obligations.. . . . . . . . . . . . . . . .      34
     11.5.   Burdensome Obligations. . . . . . . . . . . . . . . . . . . .      34
     11.6.   Legal Restraints. . . . . . . . . . . . . . . . . . . . . . .      34
     11.7.   Labor Contracts and Disputes. . . . . . . . . . . . . . . . .      35
     11.8.   No Material Proceedings.. . . . . . . . . . . . . . . . . . .      35
     11.9.   Material Licenses.. . . . . . . . . . . . . . . . . . . . . .      35
     11.10.  Compliance with Material Laws.. . . . . . . . . . . . . . . .      35
             11.10.1.   General Compliance with Environmental Laws.. . . .      35
             11.10.2.   Proceedings. . . . . . . . . . . . . . . . . . . .      35
             11.10.3.   Investigations Regarding Hazardous Materials.. . .      35
             11.10.4.   Notices and Reports Regarding Hazardous Materials.      35
             11.10.5.   Hazardous Materials on Real Property.. . . . . . .      35
             11.10.6.   Environmental Property Transfer Acts.. . . . . . .      35


                                      iii
<PAGE>
     11.11.  Other Names.. . . . . . . . . . . . . . . . . . . . . . . . .      36
     11.12.  Prior Transactions. . . . . . . . . . . . . . . . . . . . . .      36
     11.13.  Capitalization. . . . . . . . . . . . . . . . . . . . . . . .      36
     11.14.  Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . .      36
     11.15.  Projections.. . . . . . . . . . . . . . . . . . . . . . . . .      36
     11.16.  Financial Statements. . . . . . . . . . . . . . . . . . . . .      36
     11.17.  No Change in Condition. . . . . . . . . . . . . . . . . . . .      36
     11.18.  No Defaults.. . . . . . . . . . . . . . . . . . . . . . . . .      36
     11.19.  Investments.. . . . . . . . . . . . . . . . . . . . . . . . .      36
     11.20.  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . .      37
     11.21.  Indirect Obligations. . . . . . . . . . . . . . . . . . . . .      37
     11.22.  Encumbrances. . . . . . . . . . . . . . . . . . . . . . . . .      37
     11.23.  Operating Leases. . . . . . . . . . . . . . . . . . . . . . .      37
     11.24.  Capital Leases. . . . . . . . . . . . . . . . . . . . . . . .      37
     11.25.  Other Creditor Indebtedness; Intercreditor Documents;
             TIFS/VALTECH Debt; Subordinated Indebtedness. . . . . . . . .      37
     11.26.  Tax Liabilities; Governmental Charges.. . . . . . . . . . . .      37
     11.27.  Pension Benefit Plans.. . . . . . . . . . . . . . . . . . . .      37
             11.27.1.   Prohibited Transactions. . . . . . . . . . . . . .      37
             11.27.2.   Claims.. . . . . . . . . . . . . . . . . . . . . .      38
             11.27.3.   Reporting and Disclosure Requirements. . . . . . .      38
             11.27.4.   Accumulated Funding Deficiency.. . . . . . . . . .      38
             11.27.5.   Multi-employer Plan. . . . . . . . . . . . . . . .      38
     11.28.  Welfare Benefit Plans.. . . . . . . . . . . . . . . . . . . .      38
     11.29.  Retiree Benefits. . . . . . . . . . . . . . . . . . . . . . .      38
     11.30.  Distributions.. . . . . . . . . . . . . . . . . . . . . . . .      38
     11.31.  Real Property.. . . . . . . . . . . . . . . . . . . . . . . .      38
     11.32.  State of Collateral and other Property. . . . . . . . . . . .      39
             11.32.1.   Accounts.. . . . . . . . . . . . . . . . . . . . .      39
             11.32.2.   Inventory. . . . . . . . . . . . . . . . . . . . .      39
             11.32.3.   Equipment. . . . . . . . . . . . . . . . . . . . .      40
             11.32.4.   Intellectual Property. . . . . . . . . . . . . . .      40
             11.32.5.   Documents, Instruments and Chattel Paper.. . . . .      40
     11.33.  Chief Place of Business; Locations of Collateral. . . . . . .      40
     11.34.  Warranties and Representations-Inventory. . . . . . . . . . .      41
     11.35.  No Negative Pledges.. . . . . . . . . . . . . . . . . . . . .      41
     11.36.  Security Documents. . . . . . . . . . . . . . . . . . . . . .      41
             11.36.1.   Security Agreements. . . . . . . . . . . . . . . .      41
             11.36.2.   Collateral Assignments.. . . . . . . . . . . . . .      41
                        11.36.2.1.   Blocked Account Agreements. . . . . .      42
                        11.36.2.2.   Intellectual Property
                                     Assignments.. . . . . . . . . . . . .      42
                        11.36.2.3.   Acquisition Documents
                                     Assignment. . . . . . . . . . . . . .      42
     11.37.   S Corporation. . . . . . . . . . . . . . . . . . . . . . . .      42
     11.38.   Subsidiaries and Affiliates. . . . . . . . . . . . . . . . .      42
     11.39.   Bank Accounts and Lockboxes. . . . . . . . . . . . . . . . .      42
     11.40.   Margin Stock.. . . . . . . . . . . . . . . . . . . . . . . .      42
     11.41.   Securities Matters.. . . . . . . . . . . . . . . . . . . . .      42
     11.42.   Investment Company Act, Etc. . . . . . . . . . . . . . . . .      42
     11.43.   No Material Misstatements or Omissions.. . . . . . . . . . .      42
     11.44.   Filings. . . . . . . . . . . . . . . . . . . . . . . . . . .      43
     11.45.   Broker's Fees. . . . . . . . . . . . . . . . . . . . . . . .      43


                                       iv
<PAGE>
     11.46.   Eligibility of Collateral. . . . . . . . . . . . . . . . . .      43
     11.47.   Loans to Shareholders. . . . . . . . . . . . . . . . . . . .      43
12.  Modification and Survival of Representations. . . . . . . . . . . . .      43
13.  Affirmative Covenants.. . . . . . . . . . . . . . . . . . . . . . . .      43
     13.1.   Use of Proceeds.. . . . . . . . . . . . . . . . . . . . . . .      43
     13.2.   Corporate Existence.. . . . . . . . . . . . . . . . . . . . .      44
     13.3.   Maintenance of Property and Leases. . . . . . . . . . . . . .      44
     13.4.   Inventory.. . . . . . . . . . . . . . . . . . . . . . . . . .      44
     13.5.   Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . .      44
     13.6.   Payment of Taxes and Other Obligations. . . . . . . . . . . .      45
     13.7.   Compliance With Laws. . . . . . . . . . . . . . . . . . . . .      45
             13.7.1.   Environmental Laws. . . . . . . . . . . . . . . . .      45
             13.7.2.   Pension Benefit Plans.. . . . . . . . . . . . . . .      45
     13.8.   Discovery and Clean-Up of Hazardous Material. . . . . . . . .      45
             13.8.1.   In General. . . . . . . . . . . . . . . . . . . . .      45
     13.9.   Termination of Pension Benefit Plan.. . . . . . . . . . . . .      46
     13.10.  Notice to Administrative Agent and Lenders of
             Material Events.. . . . . . . . . . . . . . . . . . . . . . .      46
     13.12.  Maintenance of Security Interests of Security
             Documents.. . . . . . . . . . . . . . . . . . . . . . . . . .      48
             13.12.1.   Preservation and Perfection of Security
                        Interests. . . . . . . . . . . . . . . . . . . . .      48
             13.12.2.   Collateral Held by Warehouseman,
                        Bailee, etc. . . . . . . . . . . . . . . . . . . .      49
             13.12.3.   Compliance With Terms of Security Documents. . . .      49
     13.13.  Accounting System.. . . . . . . . . . . . . . . . . . . . . .      49
             13.13.1.   Account Records. . . . . . . . . . . . . . . . . .      49
             13.13.2.   Inventory Records. . . . . . . . . . . . . . . . .      49
             13.13.3.   Tracing of Proceeds. . . . . . . . . . . . . . . .      49
     13.14.  Financial Statements. . . . . . . . . . . . . . . . . . . . .      50
             13.14.1.   Annual Financial Statements. . . . . . . . . . . .      50
             13.14.2.   Quarterly Financial Statements.. . . . . . . . . .      50
     13.15.  Other Financial Information.. . . . . . . . . . . . . . . . .      51
             13.15.1.   Borrowing Base Certificate.. . . . . . . . . . . .      51
             13.15.2.   Schedule of Accounts and Schedule of
                        Inventory. . . . . . . . . . . . . . . . . . . . .      51
             13.15.3.   Report of Indebtedness.. . . . . . . . . . . . . .      51
             13.15.4.   Sales Report.. . . . . . . . . . . . . . . . . . .      51
             13.15.5.   Other Reports or Information Concerning
                        Accounts or Inventory. . . . . . . . . . . . . . .      51
             13.15.6.   Stockholder and SEC Reports. . . . . . . . . . . .      51
             13.15.7.   Pension Benefit Plan Reports.. . . . . . . . . . .      52
             13.15.8.   Tax Returns. . . . . . . . . . . . . . . . . . . .      52
             13.15.9.   Locations of Inventory Report. . . . . . . . . . .      52
             13.15.10.  Other Information. . . . . . . . . . . . . . . . .      52
     13.16.  Review of Accounts. . . . . . . . . . . . . . . . . . . . . .      52
     13.17.  Inventory.. . . . . . . . . . . . . . . . . . . . . . . . . .      52
     13.18.  Annual Projections. . . . . . . . . . . . . . . . . . . . . .      52
     13.19.  Other Information.. . . . . . . . . . . . . . . . . . . . . .      52
     13.20.  Examinations and Site Visits by Administrative Agent. . . . .      52
     13.21.  Verification of Accounts and Notices to Account Debtors.. . .      53
     13.22.  Appraisals of Collateral. . . . . . . . . . . . . . . . . . .      53
     13.23.  Access to Officers and Auditors.. . . . . . . . . . . . . . .      53
     13.24.  Movement of Inventory.. . . . . . . . . . . . . . . . . . . .      53
     13.25.  Titled Assets.. . . . . . . . . . . . . . . . . . . . . . . .      53
     13.26.  Acquisition Documents.. . . . . . . . . . . . . . . . . . . .      53
     13.27.  Further Assurances. . . . . . . . . . . . . . . . . . . . . .      54


<PAGE>
14.  Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . .      54
     14.1.   Investments.. . . . . . . . . . . . . . . . . . . . . . . . .      54
     14.2.   Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . .      55
     14.3.   Payments on Other Creditor Indebtedness; TIFS/VALTECH Debt;
             Subordinated Indebtedness.. . . . . . . . . . . . . . . . . .      56
     14.4.   Prepayments.. . . . . . . . . . . . . . . . . . . . . . . . .      56
     14.5.   Indirect Obligations. . . . . . . . . . . . . . . . . . . . .      56
     14.6.   Security Interests. . . . . . . . . . . . . . . . . . . . . .      56
     14.7.   Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . .      57
     14.8.   Bailments; Consignments; Warehousing. . . . . . . . . . . . .      58
     14.9.   Disposal of Property. . . . . . . . . . . . . . . . . . . . .      58
     14.10.  Distributions.. . . . . . . . . . . . . . . . . . . . . . . .      58
     14.11.  Redemptions.. . . . . . . . . . . . . . . . . . . . . . . . .      58
     14.12.  Change of Control.. . . . . . . . . . . . . . . . . . . . . .      58
     14.13.  Capital Structure; Equity Securities. . . . . . . . . . . . .      59
     14.14.  Change of State of Formation; Change of Name. . . . . . . . .      59
     14.15.  Change of Business. . . . . . . . . . . . . . . . . . . . . .      59
     14.16.  Transactions With Affiliates.   59
     14.17.  Operating Leases. . . . . . . . . . . . . . . . . . . . . . .      59
     14.18.  Conflicting Agreements. . . . . . . . . . . . . . . . . . . .      59
     14.19.  Investment Banking and Finder's Fees. . . . . . . . . . . . .      59
     14.20.  Sale and Leaseback Transactions.. . . . . . . . . . . . . . .      60
     14.21.  New Subsidiaries. . . . . . . . . . . . . . . . . . . . . . .      60
     14.22.  Fiscal Year.. . . . . . . . . . . . . . . . . . . . . . . . .      60
     14.23.  Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . .      60
     14.24.  S Corporation Status. . . . . . . . . . . . . . . . . . . . .      60
     14.25.  Depreciation Methodology. . . . . . . . . . . . . . . . . . .      60
     14.26.  Tax Consolidation.. . . . . . . . . . . . . . . . . . . . . .      60
     14.27.  Transactions Having a Material Adverse Effect on
             Covered Person. . . . . . . . . . . . . . . . . . . . . . . .      60
     14.28.  Storage.. . . . . . . . . . . . . . . . . . . . . . . . . . .      60
     14.29.  Like-Kind Exchange. . . . . . . . . . . . . . . . . . . . . .      60
15.  Financial Covenants.. . . . . . . . . . . . . . . . . . . . . . . . .      60
     15.1.   Special Definitions.. . . . . . . . . . . . . . . . . . . . .      60
     15.2.   Minimum Tangible Net Worth. . . . . . . . . . . . . . . . . .      62
     15.3.   Maximum Total Liabilities to Tangible Net Worth.. . . . . . .      62
     15.4.   Minimum Current Ratio.. . . . . . . . . . . . . . . . . . . .      62
     15.5.   Minimum Net Income After Tax. . . . . . . . . . . . . . . . .      62
     15.6.   Minimum Fixed Charge Coverage.. . . . . . . . . . . . . . . .      63
     15.7.   Maximum Total Funded Indebtedness to EBITDA.. . . . . . . . .      63
     15.8.   Total Lease Portfolio to Funded Lease Portfolio.. . . . . . .      63
16.  Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      63
     16.1.   Events of Default.. . . . . . . . . . . . . . . . . . . . . .      63
             16.1.1.   Failure to Pay Principal or Interest. . . . . . . .      63
             16.1.2.   Failure to Pay Certain Other Amounts Owed
                       to Lenders. . . . . . . . . . . . . . . . . . . . .      63
             16.1.3.   Failure to Pay Examination and Appraisal
                       Costs.. . . . . . . . . . . . . . . . . . . . . . .      63
             16.1.4.   Failure to Pay Amounts Owed to Other Persons. . . .      63
             16.1.5.   Representations or Warranties.. . . . . . . . . . .      64
             16.1.6.   Certain Covenants with Cure Periods.. . . . . . . .      64
             16.1.7.   Certain Covenants Without Cure Periods. . . . . . .      64
             16.1.8.   Other Covenants.. . . . . . . . . . . . . . . . . .      64
             16.1.9.   Acceleration of Other Indebtedness. . . . . . . . .      64

                                       vi
<PAGE>
             16.1.10.  Default Under Other Agreements. . . . . . . . . . .      64
             16.1.11.  Other Creditor Indebtedness.; TIFS/VALTECH Debt;
                       Subordinated Indebtedness.. . . . . . . . . . . . .      64
             16.1.12.  Bankruptcy; Insolvency; Etc.. . . . . . . . . . . .      65
             16.1.13.  Judgments; Attachment; Settlement; Etc. . . . . . .      65
             16.1.14.  Pension Benefit Plan Termination, Etc.. . . . . . .      65
             16.1.15.  Liquidation or Dissolution. . . . . . . . . . . . .      66
             16.1.16.  Seizure of Assets.. . . . . . . . . . . . . . . . .      66
             16.1.17.  Racketeering Proceeding.. . . . . . . . . . . . . .      66
             16.1.18.  Loan Documents; Security Interests. . . . . . . . .      66
             16.1.19.  Loss to Collateral. . . . . . . . . . . . . . . . .      66
             16.1.20.  Guaranty; Guarantor.. . . . . . . . . . . . . . . .      66
             16.1.21.  Material Adverse Change.   66
             16.1.22.  Negative Pledge.. . . . . . . . . . . . . . . . . .      67
     16.2.   Cross-Default.. . . . . . . . . . . . . . . . . . . . . . . .      67
     16.3.   Rights and Remedies.. . . . . . . . . . . . . . . . . . . . .      67
             16.3.1.   Termination of Commitments. . . . . . . . . . . . .      67
             16.3.2.   Acceleration; Funding.. . . . . . . . . . . . . . .      67
             16.3.3.   Right of Set-off. . . . . . . . . . . . . . . . . .      67
             16.3.4.   Notice to Account Debtors.. . . . . . . . . . . . .      68
             16.3.5.   Entry Upon Premises and Access to Information.. . .      68
             16.3.6.   Completion of Uncompleted Inventory Items.. . . . .      68
             16.3.7.   Borrower's Obligations. . . . . . . . . . . . . . .      68
             16.3.8.   Secured Party Rights. . . . . . . . . . . . . . . .      68
             16.3.9.   Joint and Several.. . . . . . . . . . . . . . . . .      69
             16.3.10.  Miscellaneous.. . . . . . . . . . . . . . . . . . .      70
     16.4.   Application of Funds. . . . . . . . . . . . . . . . . . . . .      70
     16.5.   Limitation of Liability; Waiver.. . . . . . . . . . . . . . .      71
     16.6.   Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . .      71
17.  Administrative Agent and Lenders. . . . . . . . . . . . . . . . . . .      71
     17.1.   Appointment, Powers, and Immunities.. . . . . . . . . . . . .      71
     17.2.   Reliance by Administrative Agent. . . . . . . . . . . . . . .      72
     17.3.   Employment of Administrative Agents and Counsel.. . . . . . .      72
     17.4.   Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . .      72
     17.5.   Rights as Lender. . . . . . . . . . . . . . . . . . . . . . .      73
     17.6.   Indemnification.. . . . . . . . . . . . . . . . . . . . . . .      73
     17.7.   Notification of Lenders.. . . . . . . . . . . . . . . . . . .      73
     17.8.   Non-Reliance on Agent and Other Lenders.. . . . . . . . . . .      74
     17.9.   Resignation.. . . . . . . . . . . . . . . . . . . . . . . . .      74
     17.10.  Collections and Distributions to Lenders by
             Administrative Agent. . . . . . . . . . . . . . . . . . . . .      74
18.  General.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      75
     18.1.   Lenders' Right to Cure. . . . . . . . . . . . . . . . . . . .      75
     18.2.   Rights Not Exclusive. . . . . . . . . . . . . . . . . . . . .      75
     18.3.   Survival of Agreements. . . . . . . . . . . . . . . . . . . .      75
     18.4.   Assignments.. . . . . . . . . . . . . . . . . . . . . . . . .      75
             18.4.1.   Permitted Assignments.. . . . . . . . . . . . . . .      75
             18.4.2.   Register; Consequences and Effect of
                       Assignments.. . . . . . . . . . . . . . . . . . . .      76
             18.4.3.   Administrative Agent to Retain Copies of
                       Assignments and Acceptances.. . . . . . . . . . . .      77
             18.4.4.   Notice to Borrower of Assignment. . . . . . . . . .      77
             18.4.5.   Assignment to Federal Reserve Bank. . . . . . . . .      78


                                      vii
<PAGE>
             18.4.6.   Information.. . . . . . . . . . . . . . . . . . . .      78
             18.4.7.   Sale of Participations. . . . . . . . . . . . . . .      78
     18.5.   Payment of Expenses.. . . . . . . . . . . . . . . . . . . . .      78
     18.6.   General Indemnity.. . . . . . . . . . . . . . . . . . . . . .      78
     18.7.   Changes in Accounting Principles. . . . . . . . . . . . . . .      80
     18.8.   Loan Records. . . . . . . . . . . . . . . . . . . . . . . . .      80
     18.9.   Other Security and Guaranties.. . . . . . . . . . . . . . . .      81
     18.10.  Loan Obligations Payable in Dollars.. . . . . . . . . . . . .      81
     18.11.  Reimbursement Obligations of Borrower.. . . . . . . . . . . .      81
     18.12.  Confidentiality.. . . . . . . . . . . . . . . . . . . . . . .      82
     18.13.  Termination.. . . . . . . . . . . . . . . . . . . . . . . . .      82
             18.13.1.   Termination Fee. . . . . . . . . . . . . . . . . .      82
             18.13.2.   Liquidated Damages.. . . . . . . . . . . . . . . .      83
             18.13.3.   Irrevocable; Termination of Entire
                        Agreement. . . . . . . . . . . . . . . . . . . . .      83
             18.13.4.   Effect on Obligations. . . . . . . . . . . . . . .      83
19.  Binding Arbitration.. . . . . . . . . . . . . . . . . . . . . . . . .      83
     19.1.   Arbitrable Claims.. . . . . . . . . . . . . . . . . . . . . .      83
     19.2.   Administrative Body.. . . . . . . . . . . . . . . . . . . . .      84
     19.3.   Arbitration Panel.. . . . . . . . . . . . . . . . . . . . . .      84
     19.4.   Discovery.. . . . . . . . . . . . . . . . . . . . . . . . . .      84
     19.5.   Exemplary or Punitive Damages.. . . . . . . . . . . . . . . .      85
     19.6.   Confidentiality of Awards.. . . . . . . . . . . . . . . . . .      85
     19.7.   Prejudgment; Provisional Remedies; Foreclosure. . . . . . . .      85
     19.8.   Attorneys' Fees.. . . . . . . . . . . . . . . . . . . . . . .      85
     19.9.   Limitations.. . . . . . . . . . . . . . . . . . . . . . . . .      85
     19.10.  Survival After Termination. . . . . . . . . . . . . . . . . .      86
     19.11.  Invalidity/Unenforceability of Binding Arbitration;
             Jury Trial Waiver; Service of Process; Forum. . . . . . . . .      86
             19.11.1.   Jury Trial Waiver. . . . . . . . . . . . . . . . .      86
             19.11.2.   Choice of Forum. . . . . . . . . . . . . . . . . .      86
             19.11.3.   Service of Process.. . . . . . . . . . . . . . . .      86
20.  Miscellaneous.. . . . . . . . . . . . . . . . . . . . . . . . . . . .      87
     20.1.   Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . .      87
     20.2.   Amendments and Modifications; Waivers and Consents;
             All Lenders.. . . . . . . . . . . . . . . . . . . . . . . . .      87
     20.3.   Course of Dealing.. . . . . . . . . . . . . . . . . . . . . .      88
     20.4.   Rights Cumulative.. . . . . . . . . . . . . . . . . . . . . .      88
     20.5.   Successors and Assigns. . . . . . . . . . . . . . . . . . . .      88
     20.6.   Severability. . . . . . . . . . . . . . . . . . . . . . . . .      88
     20.7.   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .      88
     20.8.   Governing Law; No Third Party Rights. . . . . . . . . . . . .      88
     20.9.   Counterpart Facsimile Execution.. . . . . . . . . . . . . . .      88
     20.10.  No Other Agreements.. . . . . . . . . . . . . . . . . . . . .      89
     20.11.  Negotiated Transaction. . . . . . . . . . . . . . . . . . . .      89
     20.12.  Incorporation By Reference. . . . . . . . . . . . . . . . . .      89
     20.13.  Statutory Notice-Insurance. . . . . . . . . . . . . . . . . .      89
     20.14.  Statutory Notice--Oral Commitments. . . . . . . . . . . . . .      89
</TABLE>


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