<PAGE>




                                                                    EXHIBIT 10.2

                       [LETTERHEAD OF FLEET NATIONAL BANK]





                                  May 14, 2003



Enesco Group, Inc.
225 Windsor Drive
Itasca, IL 60143

Re:      Amended and Restated Senior Revolving Credit Agreement with
         Fleet National Bank and LaSalle Bank National Association, as amended

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Senior Revolving
Credit Agreement dated as of August 23, 2000 by and among Enesco Group, Inc., a
Massachusetts corporation (the "Borrower"), the Borrowing Subsidiaries who may
from time to time become a party to the Amended and Restated Senior Revolving
Credit Agreement, Fleet National Bank ("Fleet") and LaSalle Bank National
Association ("LaSalle" and together with Fleet, the "Banks"), as amended by a
First Amendment to Amended and Restated Senior Revolving Credit Agreement dated
as of November 27, 2000, as further amended by a Second Amendment to Amended and
Restated Senior Revolving Credit Agreement dated as of November 30, 2000, as
further amended by a Third Amendment to Amended and Restated Senior Revolving
Credit Agreement dated as of March 23, 2001, as further amended by a Fourth
Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of
April 6, 2001, as further amended by a Fifth Amendment to Amended and Restated
Senior Revolving Credit Agreement dated as of June 18, 2001, as further amended
by a Sixth Amendment to Amended and Restated Senior Revolving Credit Agreement
dated as of August 2, 2001, as further amended by a Seventh Amendment to Amended
and Restated Senior Revolving Credit Agreement dated as of September 7, 2001, as
further amended by an Eighth Amendment to Amended and Restated Senior Revolving
Credit Agreement dated as of May 15, 2002, and as further amended by a Ninth
Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of
the date hereof (the "Credit Agreement"). Capitalized terms not otherwise
defined herein shall have their meanings as defined in the Credit Agreement.



<PAGE>

Enesco Group, Inc.
May 14, 2003
Page 2



         We are pleased to advise you of commitment by the Banks to extend the
various credit accommodations made available to the Borrower by the Banks
pursuant to the Credit Agreement in accordance with the terms and conditions set
forth in the attached Summary Terms and Conditions attached hereto as Appendix A
(the "Term Sheet") and in this letter (the "Commitment"). Capitalized terms used
herein or in the Term Sheet, unless otherwise defined herein or in the Term
Sheet, shall have their meanings as defined in the Credit Agreement.

         The terms and conditions of this Commitment are not limited to the Term
Sheet. This Commitment is based upon our present understanding of the financial
condition of the Borrower. As additional or changed facts and circumstances
become known to us, we may impose additional terms and conditions. Those matters
that are not covered by or made clear in the Term Sheet are subject to mutual
agreement of the parties.

         This Commitment is conditional upon:

                  (a)      The preparation, execution and delivery of usual and
                           customary legal documentation all in form and
                           substance satisfactory to the Banks and the Banks'
                           counsel including, without limitation, a Second
                           Amended and Restated Senior Revolving Credit
                           Agreement and the related Loan Documents
                           incorporating substantially the terms and conditions
                           outlined or referred to in this Commitment and the
                           Term Sheet;

                  (b)      The accuracy and completeness of all representations
                           made by and all information furnished by the
                           Borrower, and compliance by the Borrower with the
                           terms and conditions set forth in this Commitment and
                           in the Term Sheet;

                  (c)      Payment in full of all fees, expenses and other
                           amounts due and payable under the terms of this
                           Commitment and the Term Sheet; and

                  (d)      The absence of any material adverse change in the
                           financial condition, business or operations of the
                           Borrower since the date of the financial statements
                           and other financial information most recently
                           delivered by the Borrower to the Banks.



<PAGE>

Enesco Group, Inc.
May 14, 2003
Page 3





         Through your acceptance of this Commitment, you hereby, jointly and
severally, agree to pay or reimburse the Banks on demand for all costs and
expenses incurred by the Banks in connection with this commitment and the
transactions contemplated in the Term Sheet including, without limitation, legal
fees and disbursements and other expenses incurred by the Banks in connection
with our processing of the extension and amendment documentation, whether or not
the transaction does in fact close. You also agree to pay all reasonable costs
and expenses of the Banks (including, without limitation, reasonable fees and
disbursements of counsel) incurred in connection with enforcement by the Banks
of their rights and remedies hereunder.

         This Commitment is not assignable by operation of law or otherwise
without the prior written consent of the Banks, and supersedes all other prior
dealings between the Borrower and the Banks in connection with the Credit
Agreement. The terms of this Commitment may not be waived, modified or in any
way changed by implication, correspondence or otherwise unless such waiver,
modification or change is made in the form of an amendment to this Commitment in
writing and signed by all parties.

         If for any reason the transactions contemplated by this Commitment and
the attached Term Sheet do not close by June 16, 2003, time being of the
essence, this Commitment shall lapse and shall be of no further force or effect
unless the time for closing is extended in writing by the Banks.

         This Commitment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts. This Commitment may be executed
in any number of counterparts, each of which, when so executed, shall be deemed
to be an original and all of which when taken together shall constitute one and
the same Commitment. Delivery of an executed counterpart of a signature page to
this Commitment by telecopier shall be effective as delivery of a manually
executed counterpart of this Commitment. The obligations of the Borrower for
fees, costs and expenses incurred by the Banks and governing law shall survive
the expiration or termination of this Commitment.



                         [SIGNATURES ON FOLLOWING PAGE]






<PAGE>

Enesco Group, Inc.
May 14, 2003
Page 4





         This Commitment shall become effective only upon your written
acceptance hereto which must be returned to us not later than May 14, 2003, time
being of the essence.

                                              Very truly yours,

                                              FLEET NATIONAL BANK



                                              By: /s/ Richard J. Zilewicz
                                                  -----------------------------
                                                  Name:  Richard J. Zilewicz
                                                  Title: Regional President


                                              LASALLE BANK NATIONAL
                                              ASSOCIATION



                                              By:  /s/ Hollis J. Griffin, Jr.
                                                   -----------------------------
                                                   Name:  Hollis J. Griffin, Jr.
                                                   Title: Vice President

ACCEPTED AND AGREED TO AS AN INSTRUMENT UNDER SEAL THIS 14TH DAY OF MAY, 2003.


ENESCO GROUP, INC.


By:  /s/ Thomas F. Bradley
     ------------------------------------------
     Name:  Thomas F. Bradley
     Title: Chief Financial Officer & Treasurer



By:  /s/ Charles E. Sanders
     ------------------------------------------
     Name:  Charles E. Sanders
     Title: Assistant Treasurer


<PAGE>

                                APPENDIX A

                          SUMMARY TERMS AND CONDITIONS


BORROWERS:                        Enesco Group, Inc. and its wholly owned
                                  subsidiaries ("Enesco" or the "Borrower").

LENDER/AGENT:                     Fleet National Bank ("Fleet or Bank")

LENDER/ASSIGNEE:                  LaSalle Bank National Association ("LaSalle").

CREDIT FACILITIES:                A maximum amount of $50,000,000 in senior
                                  credit facilities consisting of the following:

                                  1.  A Committed Revolving Credit Facility
                                      (the "Revolver") in the maximum principal
                                      amount of $40.0 million. Notwithstanding
                                      the foregoing, the Bank shall, subject to
                                      Borrowing Capacity, make loans of up to
                                      $5.0 million in excess of the $40.0
                                      million Commitment based upon availability
                                      under the Letter of Credit /Banker's
                                      Acceptance Facility Limit described in (2)
                                      below ("L/C and B/A Facility"). The $5.0
                                      million component of the L/C and B/A
                                      Facility that may be used for working
                                      capital purposes will be referred to as
                                      the "Swing-line".

                                      Subject to Borrowing Capacity, up to $5.0
                                      million of availability under the Revolver
                                      can be used for the purpose of issuing
                                      Letters of Credit or Banker's Acceptances
                                      under the same terms and conditions as the
                                      L/C and B/A Facility. Availability under
                                      the Revolver shall be reduced, Dollar for
                                      Dollar, in an amount equal to the amount
                                      of L/Cs or B/As issued under the Revolver.

                                  2.  A Committed L/C and B/A Facility in the
                                      maximum amount of $10.0 million, subject
                                      to Borrowing Capacity as defined below.
                                      Availability under the L/C and B/A
                                      Facility shall be reduced, Dollar for
                                      Dollar, in an amount equal to such advance
                                      made under the "Swing-line".

BORROWING CAPACITY:               Advances under the Credit Facilities 1 and 2
                                  above will be subject to a Borrowing Base
                                  equal to the lesser of (i) $50,000,000, or
                                  (ii) 80% of "Eligible" Accounts Receivable, on
                                  a consolidated basis, as defined in the Credit
                                  Agreement.

USE OF PROCEEDS:                  1.  To refinance the Borrower's existing
                                      revolving credit facility, for working
                                      capital or other general corporate
                                      purposes, including up to $15,000,000 for
                                      Permitted Acquisitions (hereinafter
                                      defined) and up to $5,000,000 for
                                      Permitted Dividends and Stock Repurchases.
                                  2.  To issue Letters of Credit and permit
                                      Bankers' Acceptances.

SUBSIDIARY GUARANTIES/            The Credit Facilities shall be unconditionally
STOCK PLEDGE:                     guaranteed by certain of the Material Domestic
                                  Subsidiaries of the Borrower as determined by
                                  the Lender.

                                  In addition, 65% of the outstanding capital
                                  stock of the Borrower's future material 1st
                                  tier foreign subsidiaries, as determined by
                                  the Lenders, shall be pledged to the Lender.
                                  Additionally, not more than 40% of the
                                  Borrower's consolidated total assets or 40% of
                                  the Borrower's consolidated revenues shall be
                                  in existing subsidiaries which are either not
                                  a guarantor or the stock of which is not
                                  pledged as set forth above.

CLOSING DATE:                     A mutually agreeable date targeted for on or
                                  before June 16, 2003.

FINAL MATURITY DATE:              Three years from the Closing Date.

AVAILABILITY:                     Advances under the Revolver may be borrowed,
                                  repaid, and reborrowed from the Closing Date


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Enesco Group, Inc.
May 14, 2003
Page 6


                                  through the Facility Termination Date, subject
                                  to the advance rate. L/C's and B/A's may be
                                  issued, extended and renewed at any time prior
                                  to the Facility Termination Date. No L/C shall
                                  have an expiration date that is more than
                                  ninety days beyond the Facility Termination
                                  Date and no B/A shall have an expiration date
                                  that is more than one hundred and fifty days
                                  beyond the Facility Termination Date. L/C and
                                  B/A issues will reduce availability under the
                                  Revolving Credit.

MANDATORY PREPAYMENTS:            Mandatory prepayment of the Revolver (with
                                  concurrent reduction in commitment) shall be
                                  required from the net proceeds of asset sales
                                  (other than in the ordinary course of business
                                  and in amounts greater than $5MM) and net cash
                                  proceeds from equity or new debt offerings.
                                  LIBOR and Cost of Funds loans may be subject
                                  to a make whole provision under the
                                  circumstances of prepayment.

DOCUMENTATION:                    The credit facilities will be evidenced by a
                                  credit agreement, note, guarantees, and other
                                  loan documents mutually satisfactory to the
                                  Borrower and the Lenders.

SECURITY:                         Unsecured with an exclusive double negative
                                  pledge on all tangible and intangible assets,
                                  subject to existing agreements on terms and
                                  conditions mutually acceptable to the Borrower
                                  and the Bank.

INTEREST RATES:                   (i)   LIBOR, adjusted for eurocurrency
                                        liability reserves
                                  (ii)  Alternate Base Rate
                                  (iii) Cost of Funds

                                  The "Alternate Base Rate" means the greater of
                                  (i) the prime rate of interest announced by
                                  Fleet National Bank from time, or (ii) the sum
                                  of the Federal Funds Effective Rate for such
                                  day plus 1/2% per annum changing when and as
                                  said rate changes. All interest in Alternate
                                  Base Rate loans will be calculated on an
                                  actual / 365 day basis.

                                  "LIBOR" means the applicable London Interbank
                                  Offered Rate for deposits in U.S. Dollars
                                  appearing on Reuters Screen as of 11:00 a.m.
                                  (London Time) two business days prior to the
                                  first day of the applicable interest period,
                                  adjusted for eurocurrency liability reserves.
                                  All interest will be calculated on an actual /
                                  360 day basis.

                                  "Cost of Funds" means the rate determined by
                                  Fleet National Bank, in its sole discretion,
                                  to be its cost of funds, changing when and as
                                  said rate changes. All interest in Cost of
                                  Funds rate loans will be calculated on an
                                  actual / 360 day basis.

INTEREST PERIOD:                  LIBOR loans will be available for interest
                                  periods of one, two, three, six months, or one
                                  year. Cost of Funds loans will be available
                                  for interest periods of overnight up to one
                                  week.

INCREASED COSTS:                  The Credit Agreement will contain customary
                                  provisions regarding availability, increased
                                  costs (including capital cost increases
                                  imposed by regulatory authorities), illegality
                                  and early payment.

INTEREST                          For Alternate Base Rate and Cost of Funds
PAYMENTS/MINIMUM DRAW:            loans the end of each fiscal quarter. For
                                  Libor loans at the end of each Interest
                                  Period, or quarterly, if earlier. No Minimum
                                  Draw shall apply unless/until required by
                                  Lenders as a result of a change in
                                  administrative procedures, with reasonable
                                  notice given to Borrower.

PRICING:                          Pricing for the Revolver and the Swingline
                                  will be at the rate, expressed in basis points
                                  per annum,

<PAGE>
Enesco Group, Inc.
May 14, 2003
Page 7


                                  in accordance with the following pricing grid.
                                  Pricing for the Loans is based on a
                                  relationship pricing model, with consideration
                                  for all credit and non-credit service revenue
                                  earned by the respective Lenders. Pricing
                                  adjustments may be negotiated based on
                                  meaningful changes in current service revenue
                                  levels.

<TABLE>
<CAPTION>
                                  LEVEL 1             LEVEL 2            LEVEL 3___
<S>                              <C>                <C>                 <C>
FUNDED DEBT/EBITDA               < 1.3:1            1.3:1<1.5:1         1.5:1<2.00:1
                                                                             -
UNUSED FEE                         25bps                  25bps                25bps
LIBOR/COST OF FUNDS +             100bps                 140bps               175bps
ALTERNATE BASE RATE                 0bps                   0bps                 0bps
ALL-IN DRAWN                      100bps                 140bps               175bps
</TABLE>

                                   Notwithstanding the Pricing Grid, for the
                                   period following the Closing Date through the
                                   delivery of the compliance certificate for
                                   the fiscal quarter ending June 30, 2003,
                                   pricing would not be lower than Level 1.
                                   Funded Debt/EBITDA ratios will mirror the
                                   Funded Debt/EBITDA covenant calculation
                                   hereinafter defined.

COMMITMENT FEE:                   The Borrower shall pay a Commitment Fee to the
                                  Bank equal to $180,000 on the Revolver and L/C
                                  Facility Commitment, of which 70% would be for
                                  the account of Fleet and 30% would be for the
                                  account of LaSalle. The Commitment Fee will be
                                  paid over a three year period at a rate of
                                  $100,000 at closing, $50,000 in year 2 and
                                  $30,000 in year 3, charged on the anniversary
                                  date of the Commitment.

CANCELLATION/TERMINATION:         The Commitment may be reduced by $1,000,000
                                  increments upon request by the Borrower after
                                  providing reasonable notice to the Bank.

UNUSED FEE:                       A per annum fee payable on the unused
                                  Commitment, payable quarterly in arrears, at a
                                  rate that is in accordance with the grid set
                                  forth above.

LATE FEE:                         If the entire amount of any required principal
                                  or interest is not paid in full within 10 days
                                  after the same is due, the Borrower shall pay
                                  the Bank a late fee equal to 5% of the
                                  required payment.

DEFAULT RATE:                     The Borrower will pay a Default Rate of
                                  Interest equal to the rate otherwise
                                  applicable to such interest Period plus 2% per
                                  annum.

                         REPRESENTATIONS AND WARRANTIES

The Credit Agreement shall contain representations and warranties with respect
to the Borrower and its subsidiaries which are customary in transactions of this
nature including, without limitation, representations and warranties with
respect to: absence of material adverse change; absence of default or unmatured
default; corporate existence and standing; authorization and validity; no
conflict; government consent; financial statements; taxes; litigation and
contingent obligations; subsidiaries; ERISA; accuracy of information; Regulation
U, T and X; material agreements; compliance with laws; ownership of property and
environmental matters. These representations and warranties will be subject to
customary materiality limitations.


<PAGE>
Enesco Group, Inc.
May 14, 2003
Page 8


                                    COVENANTS

The Agreement will have customary covenants including without limitation,
limitations on change of control, consolidations and mergers, acquisitions, sale
of assets, ERISA, investments, indebtedness, liens, guarantees and other
contingent liabilities, dividends, distributions and retirement of stock, loans
and advances, transactions with affiliates, changes in line of business,
operating leases, sale leasebacks, prohibition on granting other Lenders
negative lien covenants, customary affirmative covenants including without
limitation, inspection of records and assets, notice of default, taxes,
insurance, compliance with laws, maintenance of properties etc. and the
following:

REPORTING REQUIREMENTS:           o   Annual certified audited and consolidated
                                      financial statements of the Borrower and
                                      its consolidated subsidiaries due within
                                      90 days after each fiscal year, prepared
                                      by an independent auditing firm of
                                      recognized national standing;

                                  o   Quarterly management certified unaudited
                                      consolidated financial statements of the
                                      Borrower and its consolidated subsidiaries
                                      due within 45 days after each of the first
                                      three fiscal quarters, and

                                  o   Quarterly compliance certificates signed
                                      by the Assistant Treasurer or Chief
                                      Financial Officer and delivered with the
                                      financial statements.

                                  o   Quarterly Summary Accounts Receivable
                                      Aging including a Schedule of specifically
                                      dated Receivables, and Inventory Schedule
                                      by location including a summary of
                                      Inventory Reserve delivered with the
                                      financial statements.

                                  o   Monthly Borrowing Base Certificates signed
                                      by the Assistant Treasurer or Chief
                                      Financial Officer and a Summary Accounts
                                      Receivable aging within 15 days of month
                                      end.

                                  o   Borrowing Base Certificate will require
                                      detail on A/R by domicile i.e.: Domestic,
                                      Canadian, International.

                                  o   Annual consolidated balance sheet, income
                                      statement, and cash flow budgets prepared
                                      by management, with quarterly detail.

                                  o   Other information as may be reasonably
                                      requested from time to time by the Lender.

                                  o   Copy of Annual management letter, if one
                                      is prepared.

PERMITTED                         The Borrower may use the Facility to make
ACQUISITIONS/DIVIDENDS/STOCK      non-hostile acquisitions, acquire a
REPURCHASES:                      controlling interest in a joint venture, as
                                  well as pay dividends or make stock
                                  repurchases, provided the following conditions
                                  are met:

                                  o   Aggregate cash purchase price for all
                                      acquisitions not to exceed $15,000,000
                                      during a fiscal year.

                                  o   Dividends and Stock Repurchases, in the
                                      aggregate on a combined basis, shall be
                                      limited to $5,000,000.

                                  o   Dividends and Stock Repurchases may not
                                      exceed the Borrower's profitability for
                                      the trailing 12 month period prior to the
                                      period in which the dividend/stock
                                      repurchase event is occurring.

                                  o   At the time thereof the Borrower must
                                      demonstrate that (i) there is no Default
                                      or Unmatured Default and (ii) the proposed
                                      acquisition and borrowing will not result
                                      in any default under the Facility.

                                  o   The acquired entity shall become a
                                      Guarantor under the Facility, or in the
                                      case of an acquisition resulting in a 1st
                                      tier foreign subsidiary, a 65% stock
                                      pledge will be offered.

                                  o   The business acquired is in the same line
                                      of business as the Borrower.

                                  o   The joint venture interest is consolidated
                                      for financial reporting purposes with the
                                      Borrower under Agreement Accounting
                                      Principles.

                                  o   The Borrower is in pro forma compliance
                                      with the financial covenants for the
                                      twelve-month period ending on the last day
                                      of the Borrower's most recently completed
                                      fiscal quarter as if such other
                                      acquisition had occurred on the first day
                                      of such twelve-month period.



<PAGE>
Enesco Group, Inc.
May 14, 2003
Page 9

                                  o   Indebtedness incurred (other than
                                      borrowings under the Facility) or assumed
                                      in conjunction with any acquisition must
                                      be unsecured subject to the other
                                      indebtedness basket (limited to $5MM with
                                      foreign banks for acquired foreign
                                      subsidiaries only) and on terms acceptable
                                      to the Lender.

                                  o   After giving effect to such acquisition,
                                      the representations and warranties set
                                      forth in the Credit Agreement shall be
                                      true and correct in all material respects.

                                  o   Compliance with laws and regulations and
                                      review of acquisition documents and due
                                      diligence, in each case satisfactory to
                                      the Agent.

FINANCIAL COVENANTS:              Fixed Charge Coverage- The Borrower shall be
                                  required to maintain a minimum Fixed Charge
                                  Coverage Ratio as calculated for the four
                                  consecutive fiscal quarters most recently
                                  ended of not less than:

                                  o   2.25 to 1.00, tested quarterly at this
                                      limit through the quarters ending June 30,
                                      2003, September 30, 2003 and December 31,
                                      2003.

                                  The calculation is based on rolling
                                  four-quarter EBITDA less capex (including
                                  acquisition or joint venture investments net
                                  of balance sheet cash applied), total cash
                                  taxes paid (to the extent amounts paid exceed
                                  $5MM), dividends and stock repurchases,
                                  plus/minus joint venture share income/losses
                                  divided by gross interest expense plus
                                  principal paid on long term debt.

                                  Funded Indebtedness/EBITDA- The Borrower shall
                                  have a ratio of quarterly Funded
                                  Indebtedness/EBITDA, as calculated for the
                                  four consecutive fiscal quarters most recently
                                  ended of not greater than:

                                  o   2.00:1.00, tested quarterly at this
                                      limit, through the fiscal quarters ending
                                      June 30, 2003, September 30 and December
                                      31, 2003;

                                  Annual Operating Profit- The Borrower shall
                                  have a minimum operating profit of $7,500,000
                                  for the fiscal year ending December 31, 2003.

                                  Covenants set forth herein are for the fiscal
                                  year ended 12/31/03. Covenants will be
                                  required to be reset for each commitment year
                                  based upon the financial budget provided on or
                                  before May 15 of the subsequent commitment
                                  years 2004 and 2005. Failure to agree to
                                  financial covenants by this date, based upon
                                  similar standards established for 2003, will
                                  constitute a default.

CONDITIONS PRECEDENT:             A closing for the proposed financing is
                                  subject to, but not limited to, the following
                                  customary conditions precedent: Borrowing
                                  certificates, legal opinions, accuracy of
                                  representations and warranties, no default
                                  certificate, corporate resolutions, no
                                  material adverse change, etc.

                                  Closing will further be conditional upon
                                  payment of all obligations under existing loan
                                  facility under the August 23, 2000 credit
                                  agreement in which LaSalle is a Assignee.


                                    DEFAULTS

The Agreement will have customary defaults including, but not limited to,
defaults for nonpayment of principal when due, nonpayment of interest and fees
within 5 business days, material misrepresentations, default in the performance
of any negative covenant, default in performance of any other term or covenant
for 30 days, bankruptcy or insolvency, ERISA, change in ownership

<PAGE>
Enesco Group, Inc.
May 14, 2003
Page 10




or control, cross-default to any indebtedness for the Borrower, or any
subsidiary which default would permit the holders of such indebtedness to cause
such indebtedness to become due prior to its stated maturity.

                                  OTHER MATTERS

PARTICIPATION:                    The Lender shall have the unrestricted right
                                  at any time and from time to time, and without
                                  the consent of or notice to Borrower or
                                  Guarantors, to grant to one or more banks or
                                  other financial institutions (each a
                                  "Participant") participating interests in any
                                  or all of the loans held by the Lender. In the
                                  event of any such grant by the Lender of a
                                  participating interest to a Participant,
                                  whether or not upon notice to Borrower, the
                                  Lender shall remain responsible for the
                                  performance of its obligations under the
                                  Facility and Borrower shall continue to deal
                                  solely and directly with the Lender in
                                  connection with the Lender's rights and
                                  obligations under the Facility. The Lender may
                                  furnish any information concerning the
                                  Borrower in its possession from time to time
                                  to prospective Participants, provided that the
                                  Lender shall require any such prospective
                                  Participant to agree in writing to maintain
                                  the confidentiality of such information.

LEGAL FEES/ INDEMNIFICATION:      The Borrower agrees to reimburse or pay the
                                  Bank for all reasonable costs, fees and
                                  expenses, whether incurred prior to or
                                  subsequent to closing, in the preparation,
                                  negotiation, or execution of the Facility. The
                                  Borrower will indemnify and hold harmless the
                                  Bank, and its respective affiliates,
                                  directors, officers, employees against all
                                  losses, costs, expenses (including reasonable
                                  fees, charges and disbursements of counsel)
                                  incurred in respect of the financing
                                  contemplated hereby or the use or proposed use
                                  of proceeds thereof (except to the extent
                                  resulting from the gross negligence or willful
                                  misconduct of the indemnified party.) An
                                  estimate of legal fees will be provided to the
                                  Borrower in advance of closing.

GOVERNING LAW:                    Commonwealth of Massachusetts.

COUNSEL TO AGENT                  Bulkley, Richardson and Gelinas, LLP