EXHIBIT 4.2
                                                                  EXECUTION COPY











                                   $15,000,000
                                CREDIT AGREEMENT
                             Dated as of May 2, 2001
                                      among
                                 ABC-NACO INC.,
                        ING FURMAN SELZ INVESTORS III LP
                                    as Agent
                                       and
                         THE OTHER LENDERS PARTY HERETO





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                                TABLE OF CONTENTS
                                                                        Page No.

ARTICLE  I  DEFINITIONS     2
1.01.     Certain  Defined  Terms.     2
1.02.     Other  Interpretive  Provisions.     13
1.03.     Accounting  Principles.     14
ARTICLE  II  THE  CREDIT     14
2.01.     Amounts  and  Terms  of  Commitments.     14
2.02.     Notes.     14
2.03.     Principal  Payments;  Maturity.     15
2.04.     Interest.     15
2.05.     Fees.     15
2.06.     Payments  by  the  Borrower.     16
ARTICLE  III  TAXES,  YIELD  PROTECTION  AND  ILLEGALITY     16
3.01.     Taxes.     16
3.02.     Certificates  of  Lenders.     17
3.03.     Survival.     17
ARTICLE  IV  CONDITIONS  PRECEDENT     17
4.01.     Conditions  of  Credit  Extensions.     17
ARTICLE  V  REPRESENTATIONS  AND  WARRANTIES     21
5.01.     Corporate  Existence  and  Power.     21
5.02.     Corporate  Authorization;  No  Contravention.     21
5.03.     Governmental  Authorization.     21
5.04.     Binding  Effect.     22
5.05.     Litigation.     22
5.06.     No  Default.     22
5.07.     ERISA  Compliance.     22
5.08.     Use  of  Proceeds;  Margin  Regulations.     23
5.09.     Title  to  Properties.     23
5.10.     Taxes.     23
5.11.     Financial  Condition.     23
5.12.     Environmental  Matters.     24
5.13.     Collateral  Documents.     24
5.14.     Regulated  Entities.     25
5.15.     No  Burdensome  Restrictions.     25
5.16.     Solvency.     25
5.17.     Labor  Relations.     25
5.18.     Copyrights,  Patents,  Trademarks  and  Licenses,  etc.     25
5.19.     Subsidiaries.     26
5.20.     Insurance.     26
5.21.     Subordination  Provisions.     26
5.22.     Broker's  Fees.     26
5.23.     Full  Disclosure.     26
ARTICLE  VI  AFFIRMATIVE  COVENANTS     27
6.01.     Financial  Statements.     27
6.02.     Certificates;  Other  Information.     27
6.03.     Notices.     28
6.04.     Preservation  of  Corporate  Existence,  Etc.     29
6.05.     Maintenance  of  Property.     29
6.06.     Insurance.     29
6.07.     Payment  of  Obligations.     30
6.08.     Compliance  with  Laws.     30
6.09.     Compliance  with  ERISA.     30
6.10.     Inspection  of  Property  and  Books  and  Records.     31
6.11.     Environmental  Laws.     31
6.12.     Use  of  Proceeds.     31
6.13.     Solvency.     31
6.14.     Further  Assurances.     32
6.15.     Foreign  Subsidiaries  Security.     32
6.16.     Repayment  of  Loans.     33
ARTICLE  VII  NEGATIVE  COVENANTS     33
7.01.     Loans  and  Investments.     33
7.02.     Transactions  with  Affiliates.     33
7.03.     Use  of  Proceeds.     34
7.04.     Restricted  Payments.     34
7.05.     ERISA.     34
7.06.     Change  in  Business.     35
7.07.     Subordinated  Debt.     35
ARTICLE  VIII  EVENTS  OF  DEFAULT     35
8.01.     Event  of  Default.     35
8.02.     Remedies.     37
8.03.     Rights  Not  Exclusive.     38
ARTICLE  IX  THE  AGENT     38
9.01.     Appointment  and  Authorization;  "Agent".     38
9.02.     Delegation  of  Duties.     38
9.03.     Liability  of  Agent.     38
9.04.     Reliance  by  Agent.     39
9.05.     Notice  of  Default.     39
9.06.     Credit  Decision.     40
9.07.     Indemnification  of  Agent.     40
9.08.     Agent  in  Individual  Capacity.     40
9.09.     Successor  Agent.     41
9.10.     Withholding  Tax     41
9.11.     Collateral  Matters     42
ARTICLE  X  MISCELLANEOUS     43
10.01.     Amendments  and  Waivers.     43
10.02.     Notices.     44
10.03.     No  Waiver;  Cumulative  Remedies.     45
10.04.     Costs  and  Expenses.     45
10.05.     Borrower  Indemnification.     45
10.06.     Payments  Set  Aside.     46
10.07.     Successors  and  Assigns.     46
10.08.     Assignments,  Participations,  etc.     46
10.09.     Confidentiality.     47
10.10.     Set-off.     47
10.11.     Notification  of  Addresses,  Lending  Offices,  Etc.     48
10.12.     Counterparts.     48
10.13.     Severability.     48
10.14.     No  Third  Parties  Benefited.     48
10.15.     Governing  Law  and  Jurisdiction.     48
10.16.     Waiver  of  Jury  Trial.     49
10.17.     Entire  Agreement.     49
10.18.     Effectiveness.     49



<PAGE>
SCHEDULES
Schedule  2.01            Commitments
Schedule  5.11(a)(ii)     Exceptions  to  Financial  Statements
Schedule  5.11(a)(iii)    Permitted  Liabilities
Schedule  5.12            Environmental  Liabilities
Schedule  5.19            Subsidiaries  and  Minority  Interests
Schedule  7.01            Existing  Investments
Schedule  10.02           Addresses  for  Notices
EXHIBITS
Exhibit  A     Form  of  Term  Loan  Promissory  Note
Exhibit  B     Form  of  Legal  Opinion  of  Borrower's  Counsel
Exhibit  C     Form  of  Assignment  and  Acceptance


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     -  50  -



                                CREDIT AGREEMENT
     This  CREDIT  AGREEMENT  is  entered  into as of May 2, 2001 among ABC-NACO
Inc., a Delaware corporation (the "Borrower"), ING Furman Selz Investors III LP,
a  Delaware  limited partnership ("FSI III LP" and as agent for the Lenders, the
"Agent"),  ING  Barings  U.S.  Leveraged  Equity  Plan  LLC,  a Delaware limited
liability  company,  ING  Barings  Global  Leveraged Equity Plan Ltd., a Bermuda
corporation,  Furman  Selz  Investors  II LP, a Delaware limited partnership, FS
Employee  Investors  LLC,  a  Delaware limited liability company and FS Parallel
Fund  LP,  a  Delaware  limited  partnership  (collectively,  the  "Lenders";
individually,  a  "Lender").

WHEREAS,  the Borrower, ABC-NACO Latino America, S.A. de C.V. (formerly known as
ABC-NACO  de  Mexico,  S.A.  de  C.V.),  a  Mexican  corporation  (the  "Mexican
Borrower"),  Dominion  Castings  Limited,  an Ontario corporation (the "Canadian
Borrower"  and,  together  with  the Borrower and the Mexican Borrower the "NACO
Borrowers"),  the  financial  institutions  named  as  signatories  thereto
(collectively,  the  "Financial  Institutions")  and  Bank  of America, N.A. (as
successor  to  Bank  of  America  National Trust and Savings Association) in its
capacities  as  agent  and  collateral agent for the Financial Institutions (the
"Financial  Institutions  Agent") are parties to that certain Fourth Amended and
Restated Credit Agreement dated as of the date hereof among such parties (the "B
of  A  Credit  Agreement");

WHEREAS,  Matrix  Metals  LLC,  a Delaware limited liability company ("Matrix"),
entered  into an Asset Purchase Agreement dated as of April 17, 2001 (the "Asset
Purchase  Agreement")  among  the  Borrower, NACO, Inc., a Delaware corporation,
National  Castings,  Inc.,  a  Delaware  corporation,  BuyMetalCastings, Inc., a
Delaware  corporation,  National  Engineered  Products  Company,  Inc.,  an Iowa
corporation,  and  Matrix providing for the purchase of certain assets by Matrix
from  the  parties  thereto,  which  purchase  will  be made on the date hereof;

WHEREAS,  the  Borrower  intends  to  request  certain amendments from U.S. Bank
National  Association  as  trustee  under  the Indenture dated as of January 15,
1997,  pursuant  to  which the Borrower has issued its 10  % Senior Subordinated
Notes,  Series  A, due 2004, in the original principal amount of $50,000,000 and
its  10  %  Senior  Subordinated  Notes,  Series  B,  due  2004, in the original
principal  amount  of  $25,000,000  with  respect  to the Borrower's obligations
thereunder  and  the  transactions  contemplated  hereby;  and

WHEREAS,  pursuant  to  and  in  accordance  with  and  subject to the terms and
conditions  contained  in  the Preferred Stock and Common Stock Warrant Purchase
Agreement  dated  as  of April 17, 2001, among the Borrower, the Lenders and the
other  parties thereto (the "Stock Purchase Agreement"), the Lenders have agreed
that  following the consummation of the transactions contemplated by this Credit
Agreement  on  the  terms and conditions set forth herein (the "Financing"), the
Lenders will agree to purchase certain equity securities of the Borrower and the
proceeds  of  such securities will be used to repay the Financing subject to the
terms  and  conditions  set  forth  therein;  and

WHEREAS,  the  Borrower  has  requested  the  Lenders  to provide certain credit
facilities  to  the  Borrower  in  order  to  pay  fees and expenses incurred in
connection  with  the  transactions  contemplated  hereunder  and to finance the
Borrower's  and its Subsidiaries' working capital requirements and other general
corporate  purposes;

NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements, provisions and
covenants  contained  herein,  the  parties  agree  as  follows:

ARTICLE  I

DEFINITIONS

1.01. Certain  Defined  Terms.  The following terms have the following meanings:

"Acquisition"  means  any transaction or series of related transactions for
the  purpose  of or resulting, directly or indirectly, in (a) the acquisition of
all  or  substantially  all  of  the  assets  of a Person, or of any business or
division  of  a  Person,  (b) the acquisition of in excess of 50% of the capital
stock,  partnership  interests, membership interests or equity of any Person, or
otherwise  causing  any  Person  to  become  a  Subsidiary,  or  (c) a merger or
consolidation  or any other combination with another Person (other than a Person
that  is  a  Subsidiary)  provided  that  the  Borrower or the Subsidiary is the
surviving  entity.

"Affiliate"  means,  as  to  any  Person,  any  other  Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such  Person.  A  Person  shall  be  deemed  to  control  another  Person if the
controlling  Person  possesses,  directly  or indirectly, the power to direct or
cause  the direction of the management and policies of the other Person, whether
through  the  ownership of voting securities, membership interests, by contract,
or  otherwise.

"Agent"  means ING Furman Selz Investors III LP in its capacity as agent for the
Lenders  hereunder,  and  any  successor  agent  arising  under  Section  9.09.
"Agent-Related  Persons"  means  the Agent and any successor agent arising under
Section  9.09,  together  with  their  respective  Affiliates  and the officers,
directors,  employees,  agents  and  attorneys-in-fact  of  such  Persons  and
Affiliates.

"Agent's  Payment  Office"  means the address for payments set forth on Schedule
10.02  or  such  other  address  as  the  Agent  may  from time to time specify.

"Agreement" means this Credit Agreement, as the same may at any time be amended,
supplemented  or  otherwise  modified in accordance with the terms hereof and in
effect.

"Assignee"  has  the  meaning  specified  in  Section  10.08(a).

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

"Banking  Day" means any day other than a Saturday, Sunday or other day on which
commercial  banks  in  New  York,  New York are authorized or required by law to
close

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

"B  of A Credit Agreement" has the meaning set forth in the Introduction to this
Agreement.

"Borrower"  means  ABC - NACO  Inc.,  a  Delaware  corporation.

"Borrowing"  means the borrowing hereunder consisting of Term Loans made to
the  Borrower  on  the  same  day  by  the  Lenders  under  Article  II.

"Borrowing  Date"  means  the  date  on which the Borrowing occurs under Section
2.01.

"Business Day" means any day other than a Saturday, Sunday or other day on which
commercial  banks  in  New  York,  New York are authorized or required by law to
close.

"Capital  Lease"  has  the meaning specified in the definition of "Capital Lease
Obligations."

"Capital  Lease  Obligations"  means all monetary obligations of the Borrower or
any  of  its  Subsidiaries  under  any  leasing or similar arrangement which, in
accordance  with  GAAP,  is  classified  as  a  capital lease ("Capital Lease").

"Cash  Equivalents"  means:

(a)          securities  issued  or  fully  guaranteed  or insured by the United
States  Government or any agency thereof and backed by the full faith and credit
of the United States having maturities of not more than six months from the date
of  acquisition;

(b)          certificates  of  deposit, time deposits, Eurodollar time deposits,
repurchase  agreements,  reverse repurchase agreements, or bankers' acceptances,
having in each case a term of not more than six months, issued by any Lender, or
by any U.S. commercial bank having combined capital and surplus of not less than
$100,000,000  whose  short term securities are rated at least A-1 by S&P and P-1
by  Moody's;  and

(c)          commercial  paper  of an issuer rated at least A-1 by S&P or P-1 by
Moody's  and  in  either  case  having  a  tenor  of not more than three months.

"Change  of Control" means (a) any Person or any two or more Persons acting
in  concert  (in  any  such  case,  excluding  the Lenders) acquiring beneficial
ownership  (within  the  meaning  of  Rule  13d-3 of the Securities and Exchange
Commission  under the Exchange Act), directly or indirectly, of capital stock of
the  Borrower  (or  other  securities  convertible  into  such  capital  stock)
representing  40%  or  more of the combined voting power of all capital stock of
the  Borrower  entitled to vote in the election of directors, other than capital
stock  having such power only by reason of the happening of a contingency or (b)
during  any period of twelve consecutive calendar months, individuals who at the
beginning of such period constituted the Borrower's board of directors (together
with  any  new  directors whose election by the Borrower's board of directors or
whose  nomination  for election by the Borrower's stockholders was approved by a
vote  of  at  least  a majority of the directors then still in office who either
were  directors  at the beginning of such period or whose election or nomination
for  election was previously so approved) cease for any reasons other than death
or  disability  to  constitute  a  majority  of  the  directors then in office.]

"Closing  Date"  means  the  date on which all conditions precedent set forth in
Section  4.01  are  satisfied  or  waived  by  all  Lenders.

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

"Collateral"  means  all property and interests in property and proceeds thereof
now  owned or hereafter acquired by any Credit Party in or upon which a Lien now
or  hereafter  exists in favor of the Lenders, or the Collateral Agent on behalf
of  the  Lenders,  whether  under  this  Agreement  or under any other documents
executed  by  any  such  Persons  and  delivered  to  the  Collateral  Agent.

"Collateral  Agent"  means  the Agent acting in its capacity as Collateral Agent
pursuant  to  the  Collateral  Documents.

"Collateral  Documents"  means,  collectively,  (a)  the Security Agreement, the
Subsidiary  Guaranty,  the  Pledge  Agreement,  the  Intellectual  Property
Assignments,  the  Mortgages  and  all  other  security  agreements,  patent and
trademark  assignments,  guarantees  and  other  similar  agreements between the
Borrower  or  its  Subsidiaries  and the Lenders or the Collateral Agent for the
benefit  of  the Guaranteed Creditors, now or hereafter delivered to the Lenders
or  the  Collateral  Agent  pursuant  to  or in connection with the transactions
contemplated  hereby,  and all financing statements (or comparable documents now
or  hereafter  filed  in  accordance with the UCC or comparable law) against the
Borrower  or any Subsidiaries or any Guarantor as debtor in favor of the Lenders
or  the  Collateral Agent for the benefit of the Guaranteed Creditors as secured
party  and  (b)  any  amendments,  supplements,  modifications,  renewals,
replacements,  consolidations,  substitutions  and  extensions  of  any  of  the
foregoing.

"Commitment"  has  the  meaning  specified  in  Section  2.01.

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

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

"Credit  Extension"  means  the  making  of  the  Term  Loans  hereunder.

"Credit  Party"  means  each  Borrower  and  each  Guarantor.

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

"Designated  Non-Core Assets" means those assets, properties and/or subsidiaries
which the Agent and the Majority Lenders determine constitute non-core assets of
the  Borrower  or  any  of  its  Subsidiaries.

"Dollars",  "dollars"  and  "$"  each  mean  lawful  money of the United States.

"Domestic  Subsidiary"  means  each Subsidiary of the Borrower that is organized
under  the  laws  of  the  United  States  or  any  state  thereof.

"Environmental  Claims"  means all claims, however asserted, by any Governmental
Authority  or  other  Person  alleging potential liability or responsibility for
violation  of any Environmental Law, or for release or injury to the environment
or  threat  to  public  health,  personal injury (including sickness, disease or
death),  property  damage,  natural  resources  damage,  or  otherwise  alleging
liability  or responsibility for damages (punitive or otherwise), investigation,
cleanup,  removal,  remedial  or  response costs, restitution, civil or criminal
penalties,  injunctive  relief, or other type of relief, resulting from or based
upon  the  presence,  placements,  discharge,  emission  or  release  (including
intentional  and  unintentional,  negligent  and  non-negligent,  sudden  or
non-sudden, accidental or non-accidental, placements, spills, leaks, discharges,
emissions  or  releases) of any Hazardous Material at, in, or from any property,
whether  or  not owned by the Borrower or any Subsidiary or taken as collateral,
or  in  connection  with  any  operations  of  the  Borrower.

"Environmental  Laws"  means  all federal, state or local laws, statutes, common
law  duties,  rules,  regulations,  ordinances  and  codes,  together  with  all
administrative  orders,  directed duties, requests, licenses, authorizations and
permits  of,  and  agreements  with,  any Governmental Authorities, in each case
relating  to  environmental,  health,  safety  and  land  use matters, including
without  limitation,  the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
Control  Act  of  1972,  the  Solid  Waste  Disposal  Act,  the Federal Resource
Conservation  and  Recovery Act, the Toxic Substances Control Act, the Emergency
Planning  and  Community  Right-to-Know  Act  and the Ley General del Equilibrio
Ecologico  y  la  Proteccion  al  Ambiente.

"Environmental  Permits"  has  the  meaning  specified  in  Section  5.12(b).

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

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

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

"Event of Default" means any of the events or circumstances specified in Section
8.01.

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

"Fee  Letter"  has  the  meaning  specified  in  Section  2.05.

"Fiscal  Quarter"  means  each of the quarterly periods ending on March 31, June
30,  September  30  and  December  31  of  each  fiscal  year.

"Foreign  Subsidiary"  means  each  Subsidiary  of  the  Borrower  that is not a
Domestic  Subsidiary.

"Further  Taxes" means any and all present or future taxes, levies, assessments,
imposts,  duties,  deductions, fees, withholdings or similar charges (including,
without  limitation,  net income taxes and franchise taxes), and all liabilities
with  respect thereto, imposed by any jurisdiction on account of amounts payable
or  paid  pursuant  to  Section  3.01.

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

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

"Guaranteed  Creditors"  shall  mean  and  include  Agent  and  the  Lenders.

"Guaranteed  Obligations"  shall  mean  (i) the full and prompt payment when due
(whether  at the stated maturity, by acceleration or otherwise) of the principal
and  interest  (whether  such  interest  is  allowed  as a claim in a bankruptcy
proceeding with respect to the Borrower or otherwise) on each Note issued by the
Borrower  to  each  Lender, and Loans made under this Agreement to the Borrower,
together  with  all  other Obligations (including obligations which, but for the
automatic  stay  under  Section 362(a) of the Bankruptcy Code, would become due)
and  liabilities  (including, without limitation, indemnities, fees and interest
thereon)  of  the  Borrower  to  such  Lender now existing or hereafter incurred
under,  arising  out  of  or in connection with this Agreement or any other Loan
Documents  and the due performance and compliance with all terms, conditions and
agreements  contained  in  the  Loan  Documents  by  the  Borrower.

"Guarantor"  means  each  Domestic  Subsidiary  of  the  Borrower.

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

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

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

"Indemnified  Liabilities"  has  the  meaning  specified  in  Section  10.05.

"Indemnified  Person"  has  the  meaning  specified  in  Section  10.05.

"Independent  Auditor"  has  the  meaning  specified  in  Section  6.01(a).

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

"Intellectual  Property  Assignments"  means, collectively, those certain Patent
Agreements  and Trademark Agreements duly executed and delivered by the Borrower
and  any  Guarantors in favor of the Collateral Agent, for the benefit of itself
and  the  Guaranteed  Creditors,  as  the  same  may be amended, supplemented or
otherwise  modified  from  time  to  time.

"Interest  Payment  Date"  has  the  meaning  specified  in  Section  2.04(c).

"Investments"  has  the  meaning  specified  in  Section  7.01.

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

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

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

"Loan"  means  an  extension of credit by a Lender to the Borrower under Article
II,  collectively  referred  to  as  the  "Loans."

"Loan  Documents" means this Agreement, any Note, the Fee Letter, the Collateral
Documents  and  all  other  documents  delivered  to  the Agent or any Lender in
connection  herewith.

"Majority  Lenders" means, at any time, Lenders then holding in excess of 50% of
the  then  aggregate  unpaid  principal  amount of the Loans, or if no Loans are
outstanding, Lenders then having in excess of 50% of the aggregate amount of the
Commitments.

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

"Material  Adverse Effect" means (a) a material adverse change in, or a material
adverse  effect upon, the operations, business, properties, performance, assets,
liabilities (contingent or otherwise), value, condition (financial or otherwise)
or  prospects  of  the  Borrower or the Borrower and its Subsidiaries taken as a
whole;  (b)  a  material  impairment  on  the  ability  of  the  Borrower or any
Subsidiary to perform under any Loan Document and to avoid any Event of Default;
(c)  a  material  adverse  effect upon the legality, validity, binding effect or
enforceability  against  the Borrower or any Subsidiary of any Loan Document; or
(d)  a  material  adverse effect on the rights and remedies of the Lenders under
this  Agreement  or  the  other  Loan  Documents.

"Moody's"  means  Moody's  Investors  Service,  Inc.

"Mortgages"  means  the  mortgages,  deeds  of  trust, assignments of leases and
rents,  modifications and other security documents delivered pursuant to Section
4.01(e).

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

"Note"  means  a  promissory  note executed by the Borrower in favor of a Lender
pursuant  to  Section  2.02(b),  in  substantially  the  form  of  Exhibit A, as
applicable.

"Obligations" means all advances, debts, liabilities, obligations, covenants and
duties  arising under any Loan Document owing by any Credit Party to any Lender,
the  Agent,  or  any  Indemnified  Person, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing  or  hereafter  arising.

"Organization Documents" means, for any corporation, the certificate or articles
of  incorporation,  the  bylaws,  any certificate of determination or instrument
relating  to  the  rights  of  preferred  shareholders  of such corporation, any
shareholder  rights  agreement,  and  all applicable resolutions of the board of
directors  (or  any  committee  thereof)  of  such  corporation.

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

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

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

"Permitted  Liens"  has  the  meaning  specified in the B of A Credit Agreement.

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

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

"Pledge  Agreements"  means,  collectively,  that certain Pledge Agreement, duly
executed  and  delivered by each of the Borrower and the Guarantors pledging the
stock of its Subsidiaries to the Collateral Agent, for the benefit of itself and
the Lenders, as the same may be amended, supplemented or otherwise modified from
time  to  time.

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

"Property"  means  any  interest in any kind of property or asset, whether real,
personal  or  mixed,  and  whether  tangible  or  intangible.

"Pro  Rata Share" means, as to any Lender at any time, the percentage equivalent
(expressed  as  a  decimal,  rounded to the ninth decimal place) at such time of
such Lender's Commitment divided by the combined Commitments of all Lenders, or,
if  the  Commitments  have been terminated, such Lender's outstanding Term Loans
divided  by  the  combined  outstanding  Term  Loans  of  the  Lenders.

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

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

"Responsible  Officer"  means  the  chief  executive officer, the president, the
executive  vice  president-treasury,  corporate  development  and secretary, the
executive  vice  president  and  chief  administrative  officer or the corporate
treasurer  of  the  Borrower, or any other officer having substantially the same
authority  and  responsibility;  or,  with  respect to compliance with financial
covenants,  the  vice  president  and  chief accounting officer or the corporate
treasurer  of  the  Borrower, or any other officer having substantially the same
authority  and  responsibility.

"S&P"  means  Standard  &  Poor's  Ratings  Group, a division of the McGraw-Hill
Companies,  Inc.  or  any  successor  thereto.

"Same  Day  Funds"  means  immediately  available  funds.

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

"Security  Agreement"  means  that certain Security Agreement, duly executed and
delivered  by  Borrower  in  favor  of  the Collateral Agent, for the benefit of
itself and the Guaranteed Creditors, as the same may be amended, supplemented or
otherwise  modified  from  time  to  time.

"Series  B Preferred Stock" means the Borrower's Series B Cumulative Convertible
Preferred  Stock.

"Series  B-1  Preferred  Stock"  means  the  Borrower's  Series  B  Cumulative
Convertible  Participating  Preferred  Stock.

"Series  B Exchange Agreement" that certain Exchange Agreement dated as of April
17,  2001  among  the  Borrower  and  the  holders  of Series B Preferred Stock.

"Solvent"  means, when used with respect to a Person, that (a) the fair saleable
value  of  the  assets  of  such  Person is in excess of the total amount of the
present  value of its liabilities (including for purposes of this definition all
liabilities  (including  loss reserves as determined by such Person), whether or
not  reflected  on  a balance sheet prepared in accordance with GAAP and whether
direct  or  indirect,  fixed  or  contingent,  secured or unsecured, disputed or
undisputed),  (b)  such  Person  is  able to pay its debts or obligations in the
ordinary  course  as  they mature and (c) such Person does not have unreasonably
small  capital  to  carry  out  its  business as conducted and as proposed to be
conducted.  "Solvency"  shall  have  a  correlative  meaning.

"Subordinated  Debt"  means up to $100 million of indebtedness incurred pursuant
to that certain Indenture dated as of January 15, 1997 between Borrower and U.S.
Bank National Association, as Trustee, as supplemented prior to the date hereof,
including  those certain 10  % Senior Subordinated Notes, Series A, due 2004, in
the  original  principal  amount  of  $50 million and those certain 10  % Senior
Subordinated  Notes,  Series B, due 2004, in the initial principal amount of $25
million.

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

"Subsidiary  Guaranty" means that certain Guaranty, dated as of the date hereof,
duly  executed  and delivered by the Guarantors in favor of the Agent, on behalf
of  the  Guaranteed  Creditors,  as  the  same  may  be amended, supplemented or
otherwise  modified  from  time  to  time.

"Surety  Instruments"  means  all  letters  of  credit  (including  standby  and
documentary),  banker's  acceptances,  bank  guaranties,  shipside bonds, surety
bonds  and  similar  instruments.

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

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

"Term  Loan"  and "Term Loans" each have the meanings specified in Section 2.01.

"Term  Loan  Maturity  Date" means the earlier of (i) 350 days after the Closing
Date  and  (ii)  the  day  of  the  purchase by the Lenders of the securities as
contemplated  by  the  Stock  Purchase  Agreement.

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

"Uniform  Commercial  Code" means the Uniform Commercial Code, as in effect from
time  to  time  in  the  relevant  jurisdiction.

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

"Wholly-Owned  Subsidiary"  means  any  corporation,  association,  partnership,
limited  liability  company,  joint  venture  or  other business entity in which
(other  than  directors'  qualifying  shares required by law) 100% of the equity
interests  of  each  class  having ordinary voting power, and 100% of the equity
interests  of  every  other  class,  in  each  case, at the time as of which any
determination  is  being  made,  is  owned,  beneficially  and of record, by the
Borrower,  or  by  one  or more of the other Wholly-Owned Subsidiaries, or both.

1.02.          Other  Interpretive  Provisions.

(a)          The  meanings  of  defined  terms  are  equally  applicable  to the
singular  and  plural  forms  of  the  defined  terms.

(b)          The  words  "hereof", "herein", "hereunder" and similar words refer
to  this  Agreement  as  a  whole  and  not  to any particular provision of this
Agreement;  and  Section,  Schedule and Exhibit references are to this Agreement
unless  otherwise  specified.

(c)          (i)     The  term  "documents"  includes  any  and all instruments,
documents,  agreements,  certificates,  indentures,  notices and other writings,
however  evidenced.
(i)          Hidden  style

(ii)          The  term "including" is not limiting and means "including without
limitation."

(iii)          In  the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including"; the words "to"
and  "until"  each mean "to but excluding", and the word "through" means "to and
including."

(iv)          The  term "property" includes any kind of property or asset, real,
personal  or  mixed,  tangible  or  intangible.

(d)          Unless  otherwise  expressly  provided  herein,  (i)  references to
agreements (including this Agreement) and other contractual instruments shall be
deemed  to  include  all  subsequent  amendments  and  other  modifications
thereto,  but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any statute
or  regulation  are  to  be  construed as including all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting the
statute  or  regulation.

(e)          The  captions and headings of this Agreement are for convenience of
reference  only  and  shall  not  affect  the  interpretation of this Agreement.

(f)          This  Agreement  and other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters.  All
such  limitations,  tests  and  measurements  are  cumulative  and shall each be
performed  in accordance with their terms.  Unless otherwise expressly provided,
any  reference  to  any  action  of  the Agent or the Lenders by way of consent,
approval  or  waiver  shall  be deemed modified by the phrase "in its/their sole
discretion."

(g)          This  Agreement  and  the  other  Loan  Documents are the result of
negotiations  among and have been reviewed by counsel to the Agent, the Borrower
and  the  other parties, and are the products of all parties.  Accordingly, they
shall  not  be  construed against the Lenders or the Agent merely because of the
Agent's  or  the  Lenders'  involvement  in  their  preparation.

1.03.          Accounting  Principles.

(a)          Unless the context otherwise clearly requires, all accounting terms
not  expressly  defined  herein  shall  be  construed,  and  all  financial
computations  required  under  this  Agreement shall be made, in accordance with
GAAP,  consistently  applied  in  accordance  with  past  practices.

(b)          References  herein  to  "fiscal year" and "fiscal quarter" refer to
such  fiscal  periods  of  the  Borrower.

ARTICLE  II

THE  CREDIT

2.01.          Amounts  and  Terms of Commitments.  Each Lender hereby severally
and  not jointly agrees, on the terms and conditions set forth herein, to make a
term  loan  to  the  Borrower (each such loan a "Term Loan" and collectively the
"Term  Loans")  on  the  Closing  Date  denominated  in  Dollars in an aggregate
principal  Dollar  amount set forth opposite such Lender's name on Schedule 2.01
(such  amount,  the  Lender's  "Commitment").

2.02.          Notes.

The  Term  Loan  made  by  each Lender shall be evidenced by the Borrower's
promissory notes of even date herewith to each Lender, in substantially the form
of  Exhibit  A  (collectively, the "Notes"), each in the principal amount as set
forth  opposite  such  Lender's  name  on  Schedule  2.01.

2.03.          Principal  Payments;  Maturity.

The  Term  Loans  shall mature on the Term Loan Maturity Date at which time
the  Borrower  shall  pay  all  outstanding  principal  on  the  Term  Loans.

2.04.          Interest.

(a)          Each  Term  Loan  shall  bear interest on the outstanding principal
amount  thereof from the Closing Date at a rate per annum equal to (i) 7% (based
on  a  360-day  year)  for the first 90 days after the Closing Date and (ii) 18%
thereafter.

(b)          Simultaneously  with  the  payment, as required in Section 2.03, of
outstanding  principal  on  the  Term Loans, the Borrower shall issue promissory
notes  of even date therewith to each Lender, in form reasonably satisfactory to
the  Lenders  (collectively  the  "Interest  Notes"), each in a principal amount
equal  to  the  accrued  and unpaid interest then due to such Lender pursuant to
Section  2.04(a).

(c)          The  Interest  Notes  shall mature on the earlier of (i) January 6,
2003  and  (ii)  the  date  on which all amounts payable under the B of A Credit
Agreement  have  been  paid  in  full  at  which time the Borrower shall pay all
outstanding  principal  on  the  Interest  Notes  (such earlier date referred to
herein  as  the  "Interest  Payment  Date").

(d)          Notwithstanding  Section 2.04(a), while any Event of Default exists
or  after  acceleration,  each  Term  Loan  shall  bear interest, payable on the
Interest Payment Date, (after as well as before entry of judgment thereon to the
extent permitted by law) on the principal amount of all outstanding Obligations,
at a rate per annum which is determined by adding 2% per annum to the applicable
interest  rate  otherwise  then  in  effect  for  such  Loans.

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

2.05.          Fees.  On the Closing Date, the Borrower shall pay the fees to FS
Private  Investors  III LLC and FS Private Investors LLC as required by the
letter agreement ("Fee Letter") between the Borrower and the Lenders dated April
17,  2001.

2.06.          Payments  by  the  Borrower.

(a)          All  payments to be made by Borrower shall be made without set-off,
recoupment  or counterclaim.  Except as otherwise expressly provided herein, all
payments  by  Borrower  shall  be  made  to  each Lender for the account of such
Lenders  at  the  Agent's  Payment  Office  and  shall be made in Dollars.  Such
payments shall be made in Same Day Funds, and no later than 11:00 a.m. (New York
time) on the date specified herein.  Any payment which is received by the a
Lender  later  than  11:00  a.m.  (New  York  time) shall be deemed to have been
received  by  such  Lender  on  the  following  Business  Day and any applicable
interest  or  fee  shall  continue  to  accrue.

(b)          Whenever  any  payment  is  due on a day other than a Business Day,
such  payment shall be made on the following Business Day, and such extension of
time  shall  in such case be included in the computation of interest or fees, as
the  case  may  be.

ARTICLE  III

TAXES,  YIELD  PROTECTION  AND  ILLEGALITY

3.01.          Taxes.

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

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

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

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

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

(iv)          the  Borrower  shall  also pay to each Lender or the Agent for the
account  of  such  Lender,  at  the  time interest is paid, Further Taxes in the
amount  that  the  respective  Lender  specifies  as  necessary  to preserve the
after-tax  yield  the  Lender  would have received if such Taxes, Other Taxes or
Further  Taxes  had  not  been  imposed.

(c)          The  Borrower agrees to indemnify and hold harmless each Lender and
the  Agent  for  the full amount of Taxes, Other Taxes, and Further Taxes in the
amount  that  the  respective  Lender  specifies  as  necessary  to preserve the
after-tax  yield  the  Lender  would have received if such Taxes, Other Taxes or
Further  Taxes  had  not  been  imposed, and any liability (including penalties,
interest,  additions  to  tax  and  expenses)  arising therefrom or with respect
thereto,  whether or not such Taxes, Other Taxes or Further Taxes were correctly
or  legally  asserted.  Payment  under this indemnification shall be made on the
Interest  Payment  Date.

(d)          Within  30  days  after  the  date  of any payment pursuant to this
Section  by  the  Borrower  of Taxes, Other Taxes or Further Taxes, the Borrower
shall  furnish to each Lender or the Agent the original or a certified copy of a
receipt evidencing payment thereof, or other evidence of payment satisfactory to
such  Lender  or  the  Agent.

3.02.          Certificates  of  Lenders.  Any  Lender claiming reimbursement or
compensation  under  this Article III shall deliver to the Borrower (with a copy
to  the  Agent)  a  certificate  setting  forth  in reasonable detail the amount
payable  to  the Lender hereunder and such certificate shall be presumed correct
and  binding  on  the  Borrower  in  the  absence  of  manifest  error.

3.03.          Survival.  The  agreements  and  obligations  of Borrower in this
Article  III  shall  survive  the  payment  of  all  other  Obligations.

ARTICLE  IV

CONDITIONS  PRECEDENT

4.01.          Conditions  of  Credit Extensions.  The obligation of each Lender
to  make  its  Credit  Extension  hereunder is subject to the condition that the
Agent  shall have received on or before the Closing Date the documents described
in  paragraphs (a) through (n) and (s) below, in form and substance satisfactory
to  the Agent and, to the extent specified below, each Lender (and in sufficient
copies for each Lender), and in addition, the conditions set forth in paragraphs
(o)  through  (r)  shall  have  been  fulfilled:

(a)          Credit  Agreement and Notes.  This Agreement and the Notes executed
by  each  party  thereto;

(b)          B  of  A  Credit Agreement.  The B of A Credit Agreement shall have
been  amended  in  accordance  with the commitment letter, dated April 17, 2001,
entered  into  by  the  Financial  Institutions and the Borrower (the "Financial
Institutions  Commitment  Letter")  and  following  such execution no default or
event  of default shall have occurred and be continuing thereunder and the terms
of  such  amendment of the B of A Credit Agreement shall permit Borrower to pay,
on the Closing Date, a dividend in the aggregate amount not to exceed $1,139,841
to  the  holders  of  its  Series B Preferred Stock, provided that the aggregate
amount  of  the  Term  Loans less such dividend and less the payment of fees and
expenses  under  Section  4.01(l)  equals  or  exceeds  $13,000,000.

(c)          Subsidiary  Guaranty.  Each  Guarantor  shall have duly authorized,
executed  and  delivered  the  Subsidiary  Guaranty.

(d)          Pledge  Agreements.  Each of the Borrower and Guarantors shall have
duly  authorized,  executed  and  delivered  the  Pledge  Agreement.

(e)          Mortgages.  Each  of  the  Borrower  and  Guarantors  owning  real
property  located  in  the  State of Illinois or the State of Alabama shall have
duly  authorized,  executed  and  delivered Mortgages in favor of the Collateral
Agent  with  respect  to  such  real  estate.

(f)          Asset  Purchase  Agreement.  The  acquisition  contemplated  by the
Asset  Purchase  Agreement  shall  be completed on or prior to the Closing Date.

(g)          Intercreditor  Agreement.  An  intercreditor  agreement  among  the
Agent,  the  Lenders  and the Financial Institutions Agent in form and substance
acceptable  to the Lender and reflecting the terms of the Financial Institutions
Commitment  Letter  shall  have  been  executed  by  each  party  thereto.

(h)          Voting  Agreement.  A  voting  agreement  among  the  Borrower,  FS
Private  Investments  III  LLC  on  behalf  of various investment funds which it
services  as  investment  manager  and  the  other  stockholders of the Borrower
parties thereto shall have been executed by the parties thereto and shall remain
in  full  force  and  effect.

(i)          Resolutions;  Incumbency.

(i)          copies  of the resolutions of the board of directors of each Credit
Party  authorizing  the  transactions  contemplated  hereby,  certified  by  the
Secretary  or  an  Assistant  Secretary  of  such  Person;  and

(ii)          a  certificate  of  the  Secretary  or Assistant Secretary of each
Credit  Party  certifying  the names and true signatures of the officers of such
Credit  Party  authorized  to  execute, deliver and perform, as applicable, this
Agreement  and  all  other  Loan  Documents  to  be  delivered  by it hereunder.

(j)          Organization  Documents;  Good  Standing.  Each  of  the  following
documents:

(i)          copies  of  the articles or certificate of incorporation and bylaws
of  each Credit Party as then in effect, certified by the Secretary or Assistant
Secretary  of  such  Person;  and

(ii)          a  good  standing  certificate  for  each  Credit  Party  from the
Secretary  of State (or similar, applicable Governmental Authority) of its state
of incorporation and each state where such Person is qualified to do business as
a  foreign  corporation  as  of  a  recent  date,  together  with, to the extent
requested  by  Agent,  a  bring-down  certificate  by  facsimile.

(k)          Legal  Opinions.  An opinion addressed to the Agent and the Lenders
of each of D'Ancona & Pflaum LLC and Mark F. Baggio, senior corporate counsel to
the  Borrower,  substantially  in  the  form  of  Exhibit  B;

(l)          Payment  of  Fees.  Evidence  of  payment  by  the  Borrower of all
accrued  and  unpaid fees, costs and expenses to the extent then due and payable
to  Agent or the other Lenders on the Closing Date, together with Attorney Costs
to  the  extent  invoiced  prior to or on the Closing Date, plus such additional
amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of
Attorney  Costs incurred or to be incurred by it through the closing proceedings
(provided  that  such  estimate  shall not thereafter preclude final settling of
accounts between the Borrower and the Agent); including any such costs, fees and
expenses  arising  under  or  referenced  in  Sections  2.05  and  10.04;

(m)          Certificate.  A  certificate  signed  by  a  Responsible Officer of
Borrower,  dated  as  of  the  Closing  Date,  stating  that:

(i)          the  representations  and  warranties  contained  in  Article  V
(including the representation set forth in Section 5.16) are true and correct on
and  as  of  such  date,  as  though  made  on  and  as  of  such  date;

(ii)          no Default or Event of Default exists or would result after giving
effect  to  the  Credit  Extension;

(iii)          except  as  disclosed  in  writing  by the Borrower to the Agent,
there  has  not  occurred since December 31, 2000 any event or circumstance that
has  resulted  or  could  reasonably be expected to result in a Material Adverse
Effect;  and

(n)          Collateral  Documents.  As  of  the  Closing  Date,  the Collateral
Documents,  executed  by  the  applicable  Credit Party, in appropriate form for
recording,  where  necessary,  together  with:

(i)          acknowledgment  copies  of  all  UCC-l  financing statements filed,
registered or recorded to perfect the security interests of the Collateral Agent
for the benefit of the Lenders, or other evidence satisfactory to the Agent
that  there  has  been  or  will  be filed, registered or recorded all financing
statements  and  other  filings,  registrations  and  recordings  necessary  and
advisable  to  perfect  the Liens of the Collateral Agent for the benefit of the
Lenders  in  accordance  with  applicable  law;

(ii)          written  advice relating to such Lien and judgment searches as the
Collateral  Agent  shall  have  requested  of the Borrower, and such termination
statements or other documents as may be necessary to confirm that the Collateral
is  subject  to  no  other  Liens  in favor of any Persons (other than Permitted
Liens);

(iii)          all  certificates  and  instruments  representing  the  Pledged
Collateral,  stock  transfer powers executed in blank as the Collateral Agent or
the  Lenders  may  specify;

(iv)          evidence  that  all  other actions necessary or, in the opinion of
the Collateral Agent or the Lenders, desirable to perfect and protect the second
priority  security interest created by the Collateral Documents have been taken;

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

(vi)          evidence  that the Collateral Agent has been named as a loss payee
under  all  policies  of casualty insurance, and as additional insured under all
policies  of  liability  insurance;

(vii)          such  consents,  estoppels,  subordination  agreements  and other
documents and instruments executed by landlords, tenants and other Persons party
to  material contracts relating to any Collateral as to which the Agent shall be
granted  a Lien for the benefit of the Lenders, as requested by the Agent or any
Lender;  and

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

(o)          Litigation.  The  absence  of  any  action,  suit,  investigation,
litigation  or proceeding pending or, to the Borrower's knowledge, threatened in
any court or before any arbitrator or Governmental Authority that, if determined
adversely  to  the Borrower or any Subsidiary, could reasonably be expected
to  have  a (i) Material Adverse Effect or (ii) purports to adversely affect the
transactions  contemplated  hereby;

(p)          Due  Diligence.  Receipt  and  review, with results satisfactory to
the  Agent and its counsel, of information regarding various matters relating to
the Borrower and its Subsidiaries, including litigation, tax, accounting, labor,
insurance,  pension  liabilities  (actual  or  contingent),  real estate leases,
material  contracts, debt agreements, property ownership, environmental matters,
contingent  liabilities  and  management;

(q)          Consents.  All  governmental and third party consents and approvals
necessary  in  connection  with  the transactions contemplated hereby shall have
been  obtained (without the imposition of any conditions that are not acceptable
to  the  Investor)  and shall remain in effect (other than any such consents and
approvals  the  absence of which, either individually or in the aggregate, would
not  be reasonably likely to result in a Material Adverse Effect); and no law or
regulation  shall be applicable in the judgment of the Investors that restrains,
prevents  or  imposes  materially  adverse  conditions  upon  the  transactions
contemplated  hereby;

(r)          Other  Transactions.  No  event  shall have occurred which makes it
likely  in  the  Agent's  reasonable  judgment  that  (i)  the  holders  of  the
Subordinated  Debt  will  not  consent  to amendments to the Indentures relating
thereto  which  would cure events of default relating to the financial covenants
set  forth  therein and other modifications necessary to permit the transactions
contemplated hereby and under the Stock Purchase Agreement, (ii) that Borrower's
shareholders will not consent to the transactions relating to Borrower's capital
stock contemplated by the Stock Purchase Agreement or (iii) the other conditions
set  forth  in  the  Stock  Purchase  Agreement  for  the purchase of the equity
interests  will  not  be  timely  satisfied.

(s)          Other  Documents.  Such  other  approvals,  opinions,  documents or
materials  as  the  Agent  or  any  Lender  may  reasonably  request.

ARTICLE  V

REPRESENTATIONS  AND  WARRANTIES

     The  Borrower  (with respect to itself and its Subsidiaries) represents and
warrants  to  the  Agent  and  each  Lender  that:

5.01.          Corporate  Existence  and  Power.  The  Borrower  and each of its
Subsidiaries:

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

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

(c)          is  duly  qualified as a foreign corporation and is licensed and in
good  standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
or  license;  and

(d)          is in compliance with all Requirements of Law; except, in each case
referred to in clause (c) or clause (d), to the extent that the failure to do so
could  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

5.02.          Corporate  Authorization;  No  Contravention.  The  execution,
delivery  and  performance by such Credit Party of this Agreement and each other
Loan  Document  to  which such Person is party, have been duly authorized by all
necessary  corporate  action,  and  do  not  and  will  not:

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

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

(c)          violate  any  Requirement  of  Law.

5.03.          Governmental  Authorization.  No  approval,  consent,  exemption,
authorization,  or  other  action  by,  or  notice  to,  or  filing  with,  any
Governmental  Authority (except for recordings or filings in connection with the
Liens  granted  to  the  Collateral  Agent  under  the  Collateral Documents) is
necessary  or required in connection with the execution, delivery or performance
by,  or enforcement against, any Credit Party of the Agreement or any other Loan
Document.

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

5.05.          Litigation.  There  are no actions, suits, proceedings, claims or
disputes  pending,  or  to  the  best  knowledge  of  Borrower,  threatened  or
contemplated,  at  law,  in  equity,  in  arbitration or before any Governmental
Authority,  against  the  Borrower,  any  of  its  Subsidiaries  or any of their
respective  properties  which:  (a)  purport  to  affect  or  pertain  to  this
Agreement  or  any  other Loan Document, or any of the transactions contemplated
hereby  or thereby; or (b) if determined adversely to the Borrower or any of its
Subsidiaries,  would  reasonably  be expected to have a Material Adverse Effect.
No  injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain  the  execution, delivery or performance of this Agreement or any other
Loan Document, or directing that the transactions provided for herein or therein
not  be  consummated  as  herein  or  therein  provided.

5.06.          No  Default.  No  Default  or  Event  of  Default exists or would
result  from  the  incurring  of any Obligations by any Credit Party or from the
grant or perfection of the Liens of the Agent and the Lenders on the Collateral.
As  of  the  Closing Date, neither the Borrower nor any Subsidiary is in default
under  or  with  respect  to  any  Contractual  Obligation in any respect which,
individually or together with all such defaults, could reasonably be expected to
have  a  Material  Adverse  Effect.

5.07.          ERISA  Compliance.

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

(b)          There  are  no  pending  or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with  respect  to any Plan which has resulted or could reasonably be expected to
result  in  a Material Adverse Effect.  There has been no prohibited transaction
or  violation  of  the  fiduciary  responsibility rules with respect to any Plan
which  has  resulted  or  could  reasonably  be expected to result in a Material
Adverse  Effect.

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

5.08.          Use  of  Proceeds; Margin Regulations.  The proceeds of the Loans
are  to  be  used  solely for the purposes set forth in and permitted by Section
6.12  and  Section  7.03.

5.09.          Title  to Properties.  The Borrower and each Subsidiary have good
record  and  marketable  title  or  its  equivalent  in  fee simple to, or valid
leasehold  interests  in,  all  real  property necessary or used in the ordinary
conduct  of  their  respective  businesses,  except for such defects in title as
could not, individually or in the aggregate, have a Material Adverse Effect.  As
of  the  Closing  Date,  the  property  of  the Borrower and its Subsidiaries is
subject  to  no  Liens,  other  than  Permitted  Liens.

5.10.          Taxes.  The  Borrower  and each Subsidiary have filed all Federal
and  other  material tax returns and reports required to be filed, and have paid
all  Federal  and other material taxes, assessments, fees and other governmental
charges  levied  or  imposed  upon  them  or  their properties, income or assets
otherwise  due  and  payable, except those which have been extended or are being
contested  in  good  faith  by  appropriate  proceedings  and for which adequate
reserves  have  been provided in accordance with GAAP.  There is no proposed tax
assessment  against  the  Borrower or any Subsidiary that would, if made, have a
Material  Adverse  Effect.

5.11.          Financial  Condition.

(a)          The  audited  annual  consolidated financial statements of Borrower
and  its Subsidiaries dated December 31, 2000 including the related consolidated
or  combined  condensed  statements of operations, shareholders' equity and cash
flows  for  the  period  ended  on  that  date:

(i)          were  prepared  in  accordance  with  GAAP  consistently  applied
throughout  the  period  covered  thereby,  except  as otherwise expressly noted
therein  (subject  to  ordinary,  good  faith  year-end  audit  adjustments);

(ii)          fairly  present,  except  as  specifically  disclosed  in Schedule
5.11(a)(ii),  the  financial  condition  of  the  Borrower  and its consolidated
Subsidiaries,  and the Borrower and its consolidated Subsidiaries, respectively,
as  of  the date thereof and the respective results of operations for the period
covered  thereby;  and

(iii)          except  as  specifically disclosed in Schedule 5.11(a)(iii), show
all  material  indebtedness  and other liabilities, direct or contingent, of the
Borrower  and  its  consolidated  Subsidiaries,  respectively,  as  of  the date
thereof,  including  liabilities  for taxes, material commitments and Contingent
Obligations.

(b)          Since  December 30, 2000, there has been no Material Adverse Effect
except  as  previously  disclosed  in  writing  to  the  Lenders.

5.12.          Environmental  Matters.  Except  as  specifically  disclosed  in
Schedule  5.12:

(a)          The  on-going  operations  of  the  Borrower  and  each  of  its
Subsidiaries  comply  in  all  respects with all Environmental Laws, except such
non-compliance  which  would not (if enforced in accordance with applicable law)
result  in  liability  in  excess  of  $3,000,000  in  the  aggregate.

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

(c)          None  of  the  Borrower,  any  of  its Subsidiaries or any of their
respective present Property or operations, is subject to any outstanding written
order  from  or  agreement  with  any Governmental Authority, nor subject to any
judicial  or  docketed  administrative  proceeding, respecting any Environmental
Law,  Environmental  Claim  or  Hazardous  Material.

(d)          There  are  no  Hazardous  Materials  or  other  conditions  or
circumstances  existing with respect to any Property, or arising from operations
prior to the Closing Date, of the Borrower or any of its Subsidiaries that would
reasonably  be  expected  to  give rise to Environmental Claims with a potential
liability  of  the  Borrower and its Subsidiaries in excess of $3,000,000 in the
aggregate  for  all such conditions, circumstances and Properties.  In addition,
(i) neither the Borrower nor any of its Subsidiaries has any underground storage
tanks  (x)  that  are  not  properly  registered  or  permitted under applicable
Environmental  Laws, or (y) that are leaking or disposing of Hazardous Materials
off-site,  and (ii) the Borrower and its Subsidiaries have notified all of their
employees  of  the  existence,  if  any,  of  any health hazard arising from the
conditions  of their employment and have met all notification requirements under
Title  III  of  CERCLA  and  all  other  Environmental  Laws.

5.13.          Collateral  Documents.

(a)          The provisions of each of the Collateral Documents are effective to
create  in  favor of the Collateral Agent for the benefit of the Lenders, a
legal,  valid  and  enforceable  second  priority  (subject  to Permitted Liens)
security  interest  in  all  right,  title and interest of the applicable Credit
Party  in  the  collateral described therein; and financing statements have been
delivered to the Collateral Agent on the Closing Date to be filed in the offices
in  all  of the jurisdictions listed in the schedules to the Security Agreement,
and  each  Intellectual Property Assignment has been delivered to the Collateral
Agent  on  the  Closing Date to be filed in the U.S. Patent and Trademark Office
and  the  U.S.  Copyright  Office.  Except for title vehicles, vessels and other
Collateral which may not be perfected through the filing of financing statements
under the Uniform Commercial Code and except for equipment and inventory located
on  the  premises  of  a third party with a value of (as to the Borrower and its
Subsidiaries  as  a  whole)  less  than  $25,000 individually or $100,000 in the
aggregate  (or  as  otherwise  consented  to  by  the  Agent), all such security
interests have been or, upon the filing of the financing statements delivered on
the  Closing  Date,  will be fully perfected security interests, subject only to
Permitted  Liens.

(b)          The  provisions of the Pledge Agreement are effective to create, in
favor of the Collateral Agent for the benefit of the Lenders, a legal, valid and
enforceable  security  interest  in all of the collateral described therein; and
the  Pledged  Collateral was delivered to the Collateral Agent or its nominee in
accordance with the terms thereof.  The Lien of the Pledge Agreement constitutes
a  perfected, second priority security interest in all right, title and interest
of  the  Borrower  or  such  Subsidiary,  as  the case may be, in the Collateral
described  therein,  prior  and superior to all other Liens and interests except
for  Permitted  Liens.

(c)          All  representations  and warranties of each Credit Party contained
in  the  Collateral  Documents  are  true  and  correct.

5.14.          Regulated  Entities.  Neither  the Borrower nor any Subsidiary is
an  "Investment  Company"  within  the  meaning of the Investment Company Act of
1940.  Neither  the  Borrower  nor any Subsidiary is subject to regulation under
the  Public  Utility  Holding  Company  Act  of 1935, the Federal Power Act, the
Interstate  Commerce  Act, any state public utilities code, or any other Federal
or  state  statute  or  regulation  limiting  its ability to incur Indebtedness.

5.15.          No  Burdensome  Restrictions.  Neither  the  Borrower  nor  any
Subsidiary  is  a party to or bound by any Contractual Obligation, or subject to
any  restriction  in any Organization Document, or any Requirement of Law, which
could  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

5.16.          Solvency.  Each  Credit  Party  is  Solvent.

5.17.          Labor  Relations.  There  are no strikes, lockouts or other labor
disputes  against  the  Borrower,  any  of  its Subsidiaries, or, to the best of
Borrower's  knowledge,  threatened  against or affecting the Borrower, or any of
its  Subsidiaries, and no significant unfair labor practice complaint is pending
against  the  Borrower,  or any of its Subsidiaries or, to the best knowledge of
Borrower,  threatened  against  any  of  them before any Governmental Authority.

5.18.          Copyrights,  Patents, Trademarks and Licenses, etc.  The Borrower
or  its  Subsidiaries own or are licensed or otherwise have the right to use all
of  the patents, trademarks, service marks, trade names, copyrights, contractual
franchises,  authorizations  and  other rights that are reasonably necessary for
the  operation  of their respective businesses, without conflict with the rights
of  any other Person.  To the best knowledge of the Borrower, no slogan or other
advertising  device, product, process, method, substance, part or other material
now  employed,  or  now  contemplated  to  be  employed,  by the Borrower or any
Subsidiary  infringes  upon  any  rights  held by any other Person.  No claim or
litigation  regarding  any  of  the  foregoing  is pending or threatened, and no
patent,  invention,  device,  application,  principle or any statute, law, rule,
regulation,  standard  or  code is pending or, to the knowledge of the Borrower,
proposed, which, in either case, could reasonably be expected to have a Material
Adverse  Effect.

5.19.          Subsidiaries.  As  of  the  Closing  Date,  the  Borrower  has no
Subsidiaries  other  than  those  specifically disclosed in part (a) of Schedule
5.19  hereto  and  neither  the  Borrower  nor  any  Subsidiary  has  any equity
investments  in  any  other  corporation or entity other than those specifically
disclosed  in  part  (b)  of  Schedule  5.19.

5.20.          Insurance.  The  properties  of the Borrower and its Subsidiaries
are  insured  with  financially  sound  and  reputable  insurance  companies not
Affiliates  of the Borrower, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and  owning  similar  properties  in  localities  where  the  Borrower  or  such
Subsidiary  operates.

5.21.          Subordination Provisions.  The subordination provisions contained
in  all  notes,  debentures,  agreements  and  other instruments entered into or
issued in respect of the Subordinated Debt are enforceable against the issuer of
the  respective  security  and  the holders thereof, and the Loans and all other
Obligations  entitled  to  the  benefits  of  any  Loan  Document are within the
definitions  of  "Senior Indebtedness", or other comparable definition, included
in  such  provisions.

5.22.          Broker's  Fees.  Except  as set forth in this Agreement or in the
Fee  Letter, neither the Borrower nor any of its Subsidiaries has any obligation
to any Person in respect of any finder's, broker's or investment banker's fee in
connection  with  the  transactions  contemplated  hereby.

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

ARTICLE  VI

AFFIRMATIVE  COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Term Loan
or  other  Obligation  shall  remain  unpaid  or unsatisfied unless the Majority
Lenders  waive  compliance  in  writing:

6.01.          Financial  Statements.  The  Borrower shall deliver to the Agent,
in  form  and  detail  satisfactory  to the Agent and the Majority Lenders, with
sufficient  copies  for  the  Agent  and  each  Lender:

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

(b)          as  soon  as available, but not later than 45 days after the end of
each  of  the  first  three  Fiscal  Quarters of each fiscal year, a copy of the
unaudited  consolidated  and consolidating balance sheet of the Borrower and its
Subsidiaries  as  of  the  end  of such quarter and the related consolidated and
consolidating  statements of operations, shareholders' equity and cash flows for
the  period  commencing  on  the  first  day  and ending on the last day of such
quarter,  and  certified  by  a  Responsible  Officer  as  fairly presenting, in
accordance  with  GAAP  (subject  to  ordinary,  good  faith  year-end  audit
adjustments),  the  financial  position  and  the  results  of operations of the
Borrower  and  its  Subsidiaries.

(c)          as  soon  as available, but not later than 45 days after the end of
each  fiscal  month,  a  copy of the unaudited consolidated balance sheet of the
Borrower  and  its  Subsidiaries  as  of  the  end of such month and the related
consolidated  income  statement  and  statement  of  cash  flows  for the period
commencing  on  the  first  day  and  ending  on the last day of such month, and
certified  by  a  Responsible Officer as fairly presenting, accordance with GAAP
(subject  to  ordinary,  good  faith  year-end audit adjustments), the financial
position  and  the  results  of operations of the Borrower and its Subsidiaries.

6.02.          Certificates;  Other  Information.  The Borrower shall furnish to
the  Agent,  with  sufficient  copies  for  each  Lender:

(a)          concurrently with the delivery of the financial statements referred
to  in  Section  6.01(a),  a certificate of the Independent Auditor stating
that  in  making the examination necessary therefor no knowledge was obtained of
any  Default  or  Event  of  Default,  except  as specified in such certificate;

(b)          promptly,  copies  of all financial statements and reports that the
Borrower  sends  to its shareholders, and copies of all financial statements and
regular,  periodical  or  special reports (including Forms 10K, 10Q and 8K) that
the  Borrower  or  any  Subsidiary  may  make  to,  or  file  with,  the  SEC;

(c)          as  soon as available, but in any event not later than the 30th day
after  the end of each fiscal year, a copy of the plan and forecast (including a
projected  consolidated and consolidating balance sheet, statement of operations
and  cash  flow  statement)  of  the  Borrower and its Subsidiaries for the next
fiscal  year;  and

(d)          promptly,  such  additional  information  regarding  the  business,
financial  or  corporate affairs of the Borrower or any Subsidiary as the Agent,
at  the  request  of  any  Lender,  may  from  time  to  time  request.

6.03.          Notices.  The  Borrower  shall promptly notify the Agent and each
Lender:
(a)          of  the  occurrence  of  any  Default  or  Event  of  Default;

(b)          of  any  matter  that has resulted or may reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or  any  default under, a material Contractual Obligation of the Borrower or any
other  Subsidiary;  (ii)  any  dispute, litigation, investigation, proceeding or
suspension  involving  the Borrower or any other Subsidiary and any Governmental
Authority;  (iii)  the  commencement  of,  or  any  material development in, any
litigation  or  proceeding  affecting  the Borrower or any Subsidiary, including
pursuant  to  any applicable Environmental Laws; or (iv) any other Environmental
Claims;

(c)          of  the  occurrence  of  any  of the following events affecting the
Borrower  or  any  ERISA Affiliate (but in no event more than 10 days after such
event),  and  deliver  to  the  Agent  and each Lender a copy of any notice with
respect to such event that is filed with a Governmental Authority and any notice
delivered  by  a  Governmental  Authority to the Borrower or any ERISA Affiliate
with  respect  to  such  event:

(i)          an  ERISA  Event;

(ii)          a  material  increase  in  the  Unfunded  Pension Liability of any
Pension  Plan;

(iii)          the  adoption  of,  or  the commencement of contributions to, any
Plan  subject to Section 412 of the Code by the Borrower or any ERISA Affiliate;
or

(iv)          the  adoption of any amendment to a Plan subject to Section 412 of
the  Code,  if such amendment results in a material increase in contributions or
Unfunded  Pension  Liability.

(d)          of  any  material  change  in  accounting  policies  or  financial
reporting  practices  by  the  Borrower or any of its consolidated Subsidiaries;

(e)          upon,  but in no event later than 15 days after, any officer of the
Borrower  or  any  Subsidiary  becoming  aware  of  (i) any and all enforcement,
investigation,  cleanup,  removal  or  other  governmental or regulatory actions
instituted,  completed  or  threatened against the Borrower or any Subsidiary or
any of their respective properties pursuant to any applicable Environmental Laws
which  could  reasonably be expected to have a Material Adverse Effect, (ii) all
other  material  Environmental  Claims,  and  (iii) any environmental or similar
condition  on  any real property adjoining or in the vicinity of the property of
the  Borrower  or  any  Subsidiary that could reasonably be anticipated to cause
such  property  of  the  Borrower  or  such Subsidiary or any part thereof to be
subject  to  any  material  restrictions  on  the  ownership,  occupancy,
transferability  or  use  of  such  property  under  any Environmental Laws; and

Each  notice under this Section shall be accompanied by a written statement
by  a  Responsible  Officer  setting forth details of the occurrence referred to
therein,  and  stating  what  action  the  Borrower  or  any affected Subsidiary
proposes  to  take  with  respect  thereto  and at what time.  Each notice under
Section  6.03(a)  shall  describe  with  particularity  any  and  all clauses or
provisions  of  this  Agreement  or  other  Loan  Document  that  have  been (or
foreseeably  will  be)  breached  or  violated.

6.04.          Preservation  of  Corporate  Existence, Etc.  The Borrower shall,
and  shall  cause  each  Subsidiary  to:

(a)          preserve  and  maintain  in  full  force  and  effect its corporate
existence  and  good  standing  under  the  laws of its state or jurisdiction of
incorporation;

(b)          preserve  and  maintain  in  full force and effect all governmental
rights,  privileges,  qualifications, permits, licenses and franchises necessary
or  desirable  in  the normal conduct of its business, except in connection with
transactions  permitted  by  the  B  of  A  Credit  Agreement;

(c)          use  reasonable  efforts,  in  the  ordinary course of business, to
preserve  its  business  organization  and  goodwill;  and

(d)          preserve  or renew all of its registered patents, trademarks, trade
names  and  service  marks,  the  non-preservation  of which could reasonably be
expected  to  have  a  Material  Adverse  Effect.

6.05.          Maintenance  of Property.  The Borrower shall maintain, and shall
cause  each  Subsidiary to maintain, and preserve all its property which is used
or useful in its business in good working order and condition, ordinary wear and
     tear  excepted  and  make  all  necessary  repairs thereto and renewals and
replacements  thereof.

6.06.          Insurance.  The  Borrower  shall  maintain,  and shall cause each
Subsidiary  to  maintain,  with  financially  sound  and  reputable  independent
insurers,  insurance with respect to its properties and business against loss or
damage  of  the kinds customarily insured against by Persons engaged in the same
or  similar  business,  of  such  types  and  in such amounts as are customarily
carried  under  similar  circumstances by such other Persons; including workers'
compensation  insurance,  public  liability  and property and casualty insurance
which  amount  shall not be materially reduced by the Borrower in the absence of
30  days'  prior written notice to the Agent.  All casualty insurance maintained
by  the  Borrower shall name the Agent as loss payee and all liability insurance
shall  name  the  Agent as additional insured for the benefit of the Lenders, as
their  interests  may  appear.  Upon  request  of  the  Agent or any Lender, the
Borrower  shall  furnish  the  Agent, with sufficient copies for each Lender, at
reasonable intervals (but not more than once per calendar year) a certificate of
a  Responsible  Officer (and, if requested by the Agent, any insurance broker of
the Borrower) setting forth the nature and extent of all insurance maintained by
the  Borrower  and  its  Subsidiaries  in  accordance  with  this Section or any
Collateral  Documents (and which, in the case of a certificate of a broker, were
placed  through  such  broker).

6.07.          Payment of Obligations.  The Borrower shall, and shall cause each
Subsidiary  to,  pay and discharge as the same shall become due and payable, all
their  respective  obligations  and  liabilities,  including:

(a)          all tax liabilities, assessments and governmental charges or levies
     upon it or its properties or assets, unless the same are being contested in
good  faith  by appropriate proceedings and adequate reserves in accordance with
GAAP  are  being  maintained  by  the  Borrower  or  such  Subsidiary;

(b)          all  lawful  claims  which,  if  unpaid, would by law become a Lien
(other  than  a  Permitted  Lien)  upon  its  property;  and

(c)          all  Indebtedness,  as and when due and payable, but subject to any
subordination  provisions  contained  in  any instrument or agreement evidencing
such  Indebtedness.

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

6.09.          Compliance  with ERISA.  The Borrower shall, and shall cause each
of  its  ERISA  Affiliates  to:  (a)  maintain  each  Plan  in compliance in all
material  respects  with  the applicable provisions of ERISA, the Code and other
federal  or  state  law;  (b)  cause  each Plan which is qualified under Section
401(a)  of  the  Code  to  maintain  such  qualification  unless  such  Plan  is
terminated;  and  (c)  make  all  required  contributions to any Plan subject to
Section  412  of  the  Code.

6.10.          Inspection of Property and Books and Records.  The Borrower shall
maintain  and shall cause each Subsidiary to maintain proper books of record and
account,  in  which  full,  true  and  correct  entries  in conformity with GAAP
consistently  applied  shall  be  made of all financial transactions and matters
involving  the  assets  and  business  of the Borrower and such Subsidiary.  The
Borrower  shall  permit,  and  shall  cause  each  other  Subsidiary  to permit,
representatives  and independent contractors of the Agent or any Lender to visit
and  inspect  any  of  their  respective properties, to examine their respective
corporate, financial and operating records, and make copies thereof or abstracts
therefrom,  and  to discuss their respective affairs, finances and accounts with
their respective directors, officers, and independent public accountants, all at
the  expense of the Borrower and at such reasonable times during normal business
hours  and as often as may be reasonably desired, upon reasonable advance notice
to  the  Borrower; provided, however, when an Event of Default exists, the Agent
or  any Lender may do any of the foregoing at the expense of the Borrower at any
time during normal business hours and without advance notice; provided, further,
that neither the Agent nor any Lender shall conduct any environmental testing of
any owned or leased facility of the Borrower or any Subsidiary without the prior
written  consent  of  the  Borrower,  which  shall not unreasonably be withheld.

6.11.        Environmental  Laws.

(a)          The Borrower shall, and shall cause each Subsidiary to, conduct its
     operations  and  keep  and  maintain  its  property  in compliance with all
Environmental  Laws,  the  violation  of  which  could reasonably be expected to
result in liability to the Borrower and its Subsidiaries in excess of $3,000,000
in  the  aggregate  (net  of  any payments under insurance policies or indemnity
agreements which the Borrower or such Subsidiary reasonably expects to receive).

(b)          Upon  the  written request of the Agent or any Lender, the Borrower
shall  submit  and  cause  each of its Subsidiaries to submit, to the Agent with
sufficient  copies  for each Lender, at the Borrower's sole cost and expense, at
reasonable  intervals,  a  report  providing  an  update  of  the  status of any
environmental, health or safety compliance, hazard or liability issue identified
in  any  notice  or  report  required  pursuant  to Section 6.03(e), that could,
individually  or  in  the aggregate, result in liability in excess of $3,000,000
(net  of any payments under insurance policies or indemnity agreements which the
Borrower  or  such  Subsidiary  reasonably  expects  to  receive).

6.12.          Use  of  Proceeds.  Borrower  shall  use the proceeds of the Term
Loans  to  pay  fees  and  expenses incurred in connection with the transactions
contemplated  hereunder  and  to  finance  the  Borrower's  and its Subsidiaries
working  capital requirements and other general corporate purposes, in each case
not  in  contravention  of  any  Requirement  of  Law  or  of any Loan Document.

6.13.          Solvency.  The  Borrower  shall  at all times be, and shall cause
and  each  of  its  Subsidiaries  to  be,  Solvent.

6.14.          Further  Assurances.

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

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

6.15.          Foreign  Subsidiaries  Security.  If,  following  a change in the
relevant  sections of the Code, the regulations and rules promulgated thereunder
and  any  rulings  issued  thereunder  and  at  the  request of the Agent or the
Majority  Lenders,  counsel  for  the  Borrower  acceptable to the Agent and the
Majority  Lenders  does  not  within 30 days after such request deliver evidence
satisfactory  to  the  Agent  with  respect to any Foreign Subsidiary which is a
Wholly-Owned  Subsidiary of the Borrower that (i) a pledge of 65% or more of the
total  combined  voting  power  of  all classes of capital stock of such Foreign
Subsidiary  entitled  to vote, (ii) the entering into by such Foreign Subsidiary
of  a guaranty in substantially the form of the Subsidiary Guaranty or (iii) the
entering  into  by  such  Foreign  Subsidiary  of  a  security  agreement  in
substantially the form of the Security Agreement, in either case would cause the
earnings  of  such Foreign Subsidiary to be treated as a deemed dividend to
such  Foreign  Subsidiary's  United  States  parent or would otherwise violate a
material  applicable  law, then in the case of a failure to deliver the evidence
described  in  clause  (i)  above,  that  portion  of  such Foreign Subsidiary's
outstanding  capital  stock  not  theretofore  pledged  pursuant  to  the Pledge
Agreement  shall  be  pledged  to  the  Collateral  Agent for the benefit of the
Lenders  pursuant  to  the  Pledge  Agreement  (or  another  pledge agreement in
substantially similar form, if needed), (ii) in the case of a failure to deliver
the  evidence  described  in  clause  (ii)  above, such Foreign Subsidiary shall
execute and deliver a guaranty of the Obligations of the Borrower under the Loan
Documents,  and (iii) in the case of a failure to deliver the evidence described
in  clause  (iii)  above,  such  Foreign  Subsidiary shall execute and deliver a
security  agreement granting the Collateral Agent for the benefit of the Lenders
a  security  interest  in  all of such Foreign Subsidiary's assets, in each case
with  all  documents  delivered  pursuant to this Section 6.15 to be in form and
substance  satisfactory  to  the  Agent  and  the  Majority  Lenders.

6.16.          Repayment  of  Loans.  The Borrower shall use the proceeds of the
Stock  Purchase  Agreement  to  pay all outstanding principal on the Term Loans.

ARTICLE  VII

NEGATIVE  COVENANTS

So  long  as any Lender shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Lenders
waive  compliance  in  writing:

7.01.          Loans  and  Investments.  The  Borrower  shall  not  purchase  or
acquire,  or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment  therefor,  any capital stock, equity interest, or any obligations or
other  securities  of, or any interest in, any Person, or make or commit to make
any  Acquisitions,  or  make  or  commit to make any advance, loan, extension of
credit  or  capital  contribution  to  or  any  other  investment in, any Person
including  any  Affiliate of the Borrower (together, "Investments"), except for:

(a)          Investments  existing  on the date hereof and described on Schedule
7.01;

(b)          Investments  held by the Borrower or Subsidiary in the form of Cash
Equivalents;

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

(d)          extensions  of  credit  by  the  Borrower  or any Subsidiary to the
Borrower  or  any  Subsidiary;  provided,  that (i) any such extension of credit
shall  be  evidenced by a promissory note, in form and substance satisfactory to
the  Agent, and such promissory note shall be delivered to the Agent pursuant to
the  relevant  Pledge  Agreement; (ii) in the case of any loan or advance to any
Credit  Party, unless subject to an effective pledge pursuant to the immediately
preceding clause, such loan or advance shall be subordinated to the indefeasible
payment  in  full  of such Credit Party's obligations pursuant to this Agreement
and  the  other  Loan  Documents;  and (iii) the aggregate outstanding principal
balance  of  all  extensions  of  credit to any Subsidiary which is not a Credit
Party  shall  not  at  any  time  exceed  $1,000,000.

7.02.          Transactions  with Affiliates.  The Borrower shall not, and shall
not  suffer  or  permit  any  Subsidiary to, enter into any transaction with any
Affiliate  of  the  Borrower,  except  upon  fair  and  reasonable terms no less
favorable  to  the Borrower or such Subsidiary than would obtain in a comparable
arm's-length  transaction with a Person not an Affiliate of the Borrower or such
Subsidiary.

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

7.04.          Restricted  Payments.

(a)          The  Borrower  shall  not,  and  shall  not  suffer  or  permit any
Subsidiary  to,  declare  or  make any dividend payment or other distribution of
assets,  properties,  cash,  rights, obligations or securities on account of any
shares  of  any  class  of  its  capital stock, or purchase, redeem or otherwise
acquire  for  value  any  shares of its capital stock or any warrants, rights or
options  to  acquire  such  shares,  now  or hereafter outstanding, except that:

(i)          the  Borrower  may  declare  and  make  dividend  payments or other
distributions  payable  solely  in  its  common  stock;

(ii)          the  Borrower  or any Wholly-Owned Subsidiary may purchase, redeem
or  otherwise  acquire  shares  of  its  common  stock or warrants or options to
acquire  any  such  shares  with  the  proceeds  received from the substantially
concurrent  issue  of  new  shares  of  its  common  stock;

(iii)          any  Wholly-Owned  Subsidiary  may  declare  and  make  dividend
payments  or other distributions to the Borrower or a Wholly-Owned Subsidiary of
the  Borrower;  and

(iv)          the  Borrower  may  (A)  declare  and make dividend payments in an
aggregate  amount  not  to  exceed  $1,139,841  to  the  holders of its Series B
Preferred Stock and (B) exchange its Series B Preferred Stock for its Series B-1
Preferred  Stock  pursuant  to  the  Series  B  Exchange  Agreement.

(b)          The  Borrower  shall  not,  and shall not permit any Subsidiary to,
make  (or  give  any  notice in respect of) any voluntary or optional payment or
prepayment  on,  or redemption or acquisition for value of, any Indebtedness for
borrowed  money  incurred or permitted to exist under this Agreement, other than
Indebtedness  evidenced  by  the  Notes  or Indebtedness under the B of A Credit
Agreement.

7.05.          ERISA.  The  Borrower  shall  not, and shall not suffer or permit
any  of its Subsidiaries to, (i) terminate any Plan subject to Title IV of ERISA
so  as  to  result  in  any  material  (in  the opinion of the Majority Lenders)
liability to the Borrower or any ERISA Affiliate, (ii) permit to exist any ERISA
     Event  or  any  other  event  or  condition,  which  presents the risk of a
material  (in  the opinion of the Majority Lenders) liability to the Borrower or
any  ERISA  Affiliate,  (iii)  make a complete or partial withdrawal (within the
meaning  of  ERISA  Section 4201) from any Multiemployer Plan so as to result in
any  material (in the opinion of the Majority Lenders) liability to the Borrower
or  any  ERISA Affiliate or, (iv) enter into any new Plan or modify any existing
Plan  so  as  to  increase  its obligations thereunder which could result in any
material  (in  the opinion of the Majority Lenders) liability to the Borrower or
any  ERISA  Affiliate.

7.06.          Change in Business.  The Borrower shall not, and shall not suffer
or  permit  any  Subsidiary  to,  engage  in  any  material  line  of  business
substantially  different from those lines of business carried on by the Borrower
and  its  Subsidiaries  on  the  date  hereof.

7.07.          Subordinated  Debt.  The  Borrower will not modify, supplement or
amend  any  note, debenture, agreement, indenture or any other instrument (other
than  the  amendment  of  the Indentures relating to the Subordinated Debt which
would  cure  events  of  default  relating  to the financial covenants set forth
therein  and  other  modifications  necessary  to  permit  the  transactions
contemplated  hereby  and  under  the  Stock Purchase Agreement) entered into or
issued  in respect of the Subordinated Debt without the prior written consent of
the  Majority  Lenders.

ARTICLE  VIII

EVENTS  OF  DEFAULT

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

(a)          Non-Payment.  Borrower fails to pay, (i) when and as required to be
paid  herein,  any  amount of principal of any Loan, or (ii) within fifteen
(15)  days  after  the  same  becomes due, any interest, fee or any other amount
payable  hereunder  or  under  any  other  Loan  Document;  or

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

(c)          Specific  Defaults.  Any  Credit  Party fails to perform or observe
any  term,  covenant or agreement contained in any of Sections 6.01, 6.02, 6.03,
6.09,  6.16  or  in Article VII and such failure shall continue unremedied for a
period  of  30  days  ;  or

(d)          Other  Defaults.  Any  Credit Party fails to perform or observe any
other  term  or covenant contained in this Agreement or any other Loan Document,
and  such  default  shall  continue unremedied for a period of 60 days after the
earlier  of  (i)  the  date  upon which a Responsible Officer knew or reasonably
should  have  known  of  such failure or (ii) the date upon which written notice
thereof  is  given  to  the  Borrower  by  the  Agent  or  any  Lender;  or

(e)          Cross-Acceleration.  Any Indebtedness, including but not limited to
the  B  of A Credit Agreement, having an aggregate principal amount of more than
$5  million  then  outstanding  is  declared to be due and  payable prior to its
stated  maturity;

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

(g)          Involuntary Proceedings.  (i) Any involuntary Insolvency Proceeding
is  commenced  or  filed against the Borrower or any of its Subsidiaries, or any
writ,  judgment,  warrant of attachment, execution or similar process, is issued
or  levied  against  a  substantial  part  of  the  Borrower's  or  any  of  its
Subsidiaries'  properties,  and  any  such  proceeding  or petition shall not be
dismissed,  or  such writ, judgment, warrant of attachment, execution or similar
process  shall  not  be  released,  vacated or fully bonded within 60 days after
commencement,  filing  or  levy;  (ii)  the  Borrower or any of its Subsidiaries
admits  the  material  allegations  of  a  petition against it in any Insolvency
Proceeding,  or  an  order  for  relief (or similar order under non-U.S. law) is
ordered  in  any  Insolvency  Proceeding;  or  (iii)  the Borrower or any of its
Subsidiaries  acquiesces  in  the appointment of a receiver, trustee, custodian,
conservator,  liquidator,  mortgagee in possession (or agent therefor), or other
similar  Person for itself or a substantial portion of its property or business;
or
(h)          ERISA.  (i)  An  ERISA  Event shall occur with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $2.5 million;
(ii)  the aggregate amount of Unfunded Pension Liability among all Pension Plans
at  any  time exceeds $2.5 million; or (iii) the Borrower or any ERISA Affiliate
shall fail to pay when due, after the expiration of any applicable grace period,
any  installment  payment with respect to its withdrawal liability under Section
4201  of  ERISA  under  a Multiemployer Plan in an aggregate amount in excess of
$2.5  million;  or

(i)          Monetary  Judgments.  One  or  more  non-interlocutory  judgments,
non-interlocutory  orders,  decrees or arbitration awards is entered against the
Borrower or any Subsidiary involving in the aggregate a liability (to the extent
not  covered  by  independent third-party insurance as to which the insurer does
not  dispute  coverage)  as  to  any  single  or related series of transactions,
incidents  or  conditions,  of  $10  million  or more, and the same shall remain
unsatisfied, unvacated and unstayed pending appeal for a period of 60 days after
the  entry  thereof;  or

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

(k)          Collateral.

(i)          any provision of any Collateral Document shall for any reason cease
     to  be  valid  and  binding on or enforceable against the applicable Credit
Party  or any Credit Party shall so state in writing or bring an action to limit
its  obligations  or  liabilities  thereunder;  or
(ii)          any  Collateral Document shall for any reason (other than pursuant
to  the  terms  thereof or as a result of the failure of the Collateral Agent to
file  appropriate  continuation  statements)  cease  to  create a valid security
interest  in  the  Collateral  purported  to be covered thereby or such security
interest  shall  for  any  reason  cease  to  be a perfected and second priority
security  interest  in  any material portion of such Collateral, subject only to
Permitted  Liens;  or

(l)          Change  of  Control.  There  occurs  any  Change  of  Control;  or

(m)          Guarantor Defaults.  Any Guarantor fails in any material respect to
perform  or  observe  any  term,  covenant  or  agreement in the Guaranty or the
Guaranty is for any reason partially (including with respect to future advances)
or  wholly  revoked  or invalidated, or otherwise ceases to be in full force and
effect, or any Guarantor or any other Person contests in any manner the validity
or  enforceability  thereof  or  denies  that  it  has  any further liability or
obligation  thereunder;  or  any  event  described at clauses (f) or (g) of this
Section  occurs  with  respect  to  such  Guarantor;

(n)          Invalidity  of  Subordination  Provisions.  The  subordination
provisions of any agreement or instrument governing any Subordinated Debt is for
any  reason  revoked  or invalidated, or otherwise cease to be in full force and
effect, any Person contests in any manner the validity or enforceability thereof
or  denies  that  it  has any further liability or obligation thereunder, or the
Loans  and  the  other Obligations hereunder entitled to receive the benefits of
any  Loan  Document is for any reason subordinated or does not have the priority
contemplated  by  this  Agreement  or  such  subordination  provisions;  or

(o)          Failure  to Close Stock Purchase Agreement.  The Borrower fails for
any  reason  to  consummate  the  purchase  by  the Lenders of the securities as
contemplated  by  the  Stock  Purchase  Agreement  on or prior to July 15, 2001.

8.02.          Remedies.  If  any  Event  of Default occurs, the Agent shall, at
the  request  of,  or  may,  with  the  consent  of,  the  Majority  Lenders:

(a)          declare  the  commitment  of  each  Lender  to  make  Loans  to  be
terminated,  whereupon  such  commitments  and  obligation  shall be terminated;

(b)          declare  the unpaid principal amount of all outstanding Term Loans,
all  interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder  or  under  any other Loan Document to be immediately due and payable,
without  presentment,  demand, protest or other notice of any kind, all of which
are  hereby  expressly  waived  by  the  Borrower;  and

(c)          exercise  on  behalf  of  itself  and  the  Lenders  all rights and
remedies  available to it and the Lenders under the Loan Documents or applicable
law;
provided,  however,  that upon the occurrence of any event specified in Sections
8.01(f)  or  (g)  (in  the  case  of  clause  (i)  of  Section 8.01 (g) upon the
expiration  of the 60-day period mentioned therein), the unpaid principal amount
of  all  outstanding Loans and all interest and other amounts as aforesaid shall
automatically  become  due  and  payable without further act of the Agent or any
Lender.

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

ARTICLE  IX

THE  AGENT

9.01.          Appointment  and  Authorization;  "Agent".  Each  Lender  hereby
irrevocably  (subject  to  Section 9.09) appoints, designates and authorizes the
Agent  (including,  without  limitation, in its capacity as Collateral Agent) to
take  such  action on its behalf under the provisions of this Agreement and each
other  Loan  Document and to exercise such powers and perform such duties as are
expressly  delegated  to  it  by  the  terms of this Agreement or any other Loan
Document,  together  with  such  powers  as  are  reasonably incidental thereto.
Notwithstanding  any  provision  to  the  contrary  contained  elsewhere in this
Agreement  or in any other Loan Document, the Agent shall not have any duties or
responsibilities,  except  those expressly set forth herein, nor shall the Agent
have  or  be  deemed  to have any fiduciary relationship with any Lender, and no
implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall  be  read  into  this Agreement or any other Loan Document or
otherwise  exist  against  the  Agent.  Without  limiting  the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with reference
     to  the Agent is not intended to connote any fiduciary or other implied (or
express)  obligations  arising  under  agency  doctrine  of  any applicable law.
Instead,  such term is used merely as a matter of market custom, and is intended
to  create  or  reflect  only an administrative relationship between independent
contracting  parties.

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

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

9.04.          Reliance  by  Agent.

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

(b)          For  purposes  of  determining  compliance  with  the  conditions
specified in Section 4.01, each Lender that has executed this Agreement shall be
deemed  to have consented to, approved or accepted or to be satisfied with, each
document  or  other  matter either sent by the Agent to such Lender for consent,
approval,  acceptance or satisfaction, or required thereunder to be consented to
or  approved  by  or  acceptable  or  satisfactory  to  the  Lender.

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

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

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

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

9.09.          Successor  Agent.  The  Agent  may,  and  at  the  request of the
Majority Lenders shall, resign as Agent upon 30 days' notice to the Lenders.  If
the  Agent resigns under this Agreement, the Majority Lenders shall appoint from
among the Lenders a successor agent for the Lenders subject, so long as no Event
of  Default  has occurred and is then continuing, to the consent of the Borrower
which  shall  not be unreasonably withheld or delayed.  If no successor agent is
appointed prior to the effective date of the resignation of the Agent, the Agent
may  appoint,  after  consulting  with the Lenders and the Borrower, a successor
agent  from  among  the  Lenders.  Upon  the  acceptance  of  its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights,
powers  and  duties  of  the retiring Agent and the term "Agent" shall mean such
successor agent and the retiring Agent's appointment, powers and duties as Agent
shall be terminated.  After any retiring Agent's resignation hereunder as Agent,
the  provisions  of  this Article IX and Sections 10.04 and 10.05 shall inure to
its  benefit  as  to any actions taken or omitted to be taken by it while it was
Agent  under  this Agreement.  If no successor agent has accepted appointment as
Agent  by  the  date  which  is  30  days following a retiring Agent's notice of
resignation,  the  retiring  Agent's  resignation  shall  nevertheless thereupon
become  effective  and  the Lenders shall perform all of the duties of the Agent
hereunder  until  such time, if any, as the Majority Lenders appoint a successor
agent  as  provided  for  above.

9.10.          Withholding  Tax

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

(i)          if  such  Lender  claims  an  exemption  from,  or  a reduction of,
withholding  tax  under  a  United States tax treaty, two properly completed and
executed  copies  of  IRS  Form W-8BEN before the payment of any interest in the
first  calendar  year  and  before  the  payment  of  any interest in each third
succeeding calendar year during which interest may be paid under this Agreement;

(ii)          if  such  Lender claims that interest paid under this Agreement is
exempt  from  United  States withholding tax because it is effectively connected
with  a  United  States trade or business of such Lender, two properly completed
and executed copies of IRS Form W-8ECI before the payment of any interest is due
in  the first taxable year of such Lender and in each succeeding taxable year of
such  Lender  during  which  interest  may  be  paid  under  this Agreement; and

(iii)          such  other  form  or  forms as may be required under the Code or
other  laws  of the United States as a condition to exemption from, or reduction
of,  United  States  withholding  tax.
Such  Lender  agrees to promptly notify the Agent and the Borrower of any change
in  circumstances  which would modify or render invalid any claimed exemption or
reduction.

(b)          If  any  Lender claims exemption from, or reduction of, withholding
tax  under  a  United  States  tax  treaty by providing IRS Form W-8BEN and such
Lender  sells, assigns, grants a participation in, or otherwise transfers all or
part  of  the  Obligations of the Borrower to such Lender, such Lender agrees to
notify  the  Agent  of  the  percentage  amount  in  which  it  is no longer the
beneficial  owner  of Obligations of the Borrower to such Lender.  To the extent
of such percentage amount, the Agent will treat such Lender's IRS Form W-8BEN as
no  longer  valid.

(c)          If any Lender claiming exemption from United States withholding tax
by  filing IRS Form W-8ECI with the Agent sells, assigns, grants a participation
in,  or  otherwise  transfers  all or part of the Obligations of the Borrower to
such  Lender,  such Lender agrees to undertake sole responsibility for complying
with  the  withholding tax requirements imposed by Sections 1441 and 1442 of the
Code.

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

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

9.11.          Collateral  Matters

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

(b)          The  Lenders  irrevocably  authorize  the  Collateral Agent, at its
option  and  in  its  discretion,  to release any Lien granted to or held by the
Collateral Agent upon any Collateral (i) upon termination of the Commitments and
payment  in  full  of  all  Loans  and  all other Obligations payable under this
Agreement and under any other Loan Document; (ii) constituting property in which
the Borrower or any Subsidiary of the Borrower owned no interest at the time the
Lien  was  granted or at any time thereafter; (iii) constituting property leased
to  the  Borrower  or  any  Subsidiary  of  the Borrower under a lease which has
expired or been terminated in a transaction permitted under this Agreement or is
about  to  expire and which has not been, and is not intended by the Borrower or
such  Subsidiary  to  be,  renewed or extended; (iv) consisting of an instrument
evidencing  Indebtedness or other debt instrument, if the Indebtedness evidenced
thereby  has  been  paid  in full; or (v) if approved, authorized or ratified in
writing  by  the  Majority  Lenders  or  all the Lenders, as the case may be, as
provided  in  Section 10.01 hereof.  Upon request by the Collateral Agent at any
time,  the  Lenders  will confirm in writing the Collateral Agent's authority to
release  particular  types or items of Collateral pursuant to this Section 9.11.

ARTICLE  X

MISCELLANEOUS

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

(i)          increase or extend the Commitment of any Lender without the written
consent  of  such  Lender;

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

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

(iv)          change  the  percentage  of  the  Commitments  or of the aggregate
unpaid principal amount of the Loans which is required for the Lenders or any of
them  to  take  any  action  hereunder;

(v)          discharge  all  or  substantially all of the Guarantors, or release
all  or substantially all of the Collateral, except as otherwise may be provided
in  the Collateral Documents or except where the consent of the Majority Lenders
only  is  specifically  provided  for;  or

(vi)          amend  this  Section or any provision herein providing for consent
or  other  action  by  all  Lenders;
and, provided further, that (A) no amendment, waiver or consent shall, unless in
writing  and signed by the Issuing Lender in addition to the Majority Lenders or
all  the Lenders, as the case may be, affect the rights or duties of the Issuing
Lender  under  this Agreement, (B) no amendment, waiver or consent shall, unless
in  writing  and  signed by the Agent in addition to the Majority Lenders or all
the  Lenders, as the case may be, affect the rights or duties of the Agent under
this  Agreement  or  any  other  Loan  Document,  and  (C) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed by the
parties  thereto.

10.02.          Notices.

(a)          All  notices,  requests,  consents,  approvals,  waivers  and other
communications  shall  be  in  writing  (including, unless the context expressly
otherwise  provides,  by  facsimile  transmission,  provided  that  any  matter
transmitted  by facsimile (i) shall be immediately confirmed by a telephone call
to  the  recipient  at the number specified on Schedule 10.02, and (ii) shall be
followed promptly by delivery of a hard copy original thereof) and mailed, faxed
or  delivered,  to the address or facsimile number specified for notices on
Schedule  10.02;  or,  as  directed  to the Borrower or the Agent, to such other
address  as  shall  be designated by such party in a written notice to the other
parties,  and  as directed to any other party, at such other address as shall be
designated  by  such  party  in  a written notice to the Borrower and the Agent.

(b)          All  such  notices,  requests  and  communications  shall,  when
transmitted  by  overnight  delivery,  or faxed, be effective when delivered for
overnight  (next-day)  delivery,  or  transmitted  in  legible form by facsimile
machine,  respectively, or if mailed, upon the third Business Day after the date
deposited  into  the  U.S.  mail,  or  if  delivered, upon delivery; except that
notices  pursuant  to Article II or IX to the Agent shall not be effective until
actually  received  by  the  Agent.

(c)          Any  agreement  of  the  Agent  and  the  Lenders herein to receive
certain  notices  by telephone or facsimile is solely for the convenience and at
the  request  of  the  Borrower.  The Agent and the Lenders shall be entitled to
rely  on the authority of any Person purporting to be a Person authorized by the
Borrower  to  give  such notice and the Agent and the Lenders shall not have any
liability  to the Borrower or other Person on account of any action taken or not
taken  by the Agent or the Lenders in reliance upon such telephonic or facsimile
notice.  The obligation of the Borrower to repay the Loans shall not be affected
in  any  way  or  to  any  extent by any failure by the Agent and the Lenders to
receive  written  confirmation  of  any  telephonic  or  facsimile notice or the
receipt by the Agent and the Lenders of a confirmation which is at variance with
the  terms  understood  by  the  Agent  and  the  Lenders to be contained in the
telephonic  or  facsimile  notice.

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

10.04.          Costs  and  Expenses.  The  Borrower  shall:

(a)          whether  or  not  the  transactions  contemplated  hereby  are
consummated,  pay or reimburse Agent (including in its capacity as Agent) within
five  Business  Days  after  demand for all costs and expenses incurred by Agent
(including  in  its  capacity  as  Agent)  in  connection  with the development,
preparation,  delivery,  syndication,  administration  and execution of, and any
amendment,  supplement,  waiver or modification to (in each case, whether or not
consummated), this Agreement, any Loan Document and any other documents prepared
in  connection  herewith  or  therewith,  and  the  consummation  of  the
transactions  contemplated  hereby  and  thereby,  including reasonable Attorney
Costs  incurred  by  Agent  (including  in  its  capacity as Agent) with respect
thereto;

(b)          pay  or  reimburse  the  Agent and each Lender within five Business
Days  after  demand  for  all  reasonable costs and expenses (including Attorney
Costs)  incurred  by  them  in  connection  with  the  enforcement,  attempted
enforcement,  or  preservation of any rights or remedies under this Agreement or
any  other  Loan  Document  during the existence of an Event of Default or after
acceleration  of  the  Loans  (including  in  connection  with  any "workout" or
restructuring regarding the Loans, and including in any Insolvency Proceeding or
appellate  proceeding);  and

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

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

10.06.          Payments  Set  Aside.  To  the  extent that the Borrower makes a
payment  to the Agent or the Lenders, or the Agent or the Lenders exercise their
right  of  set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set  aside or required (including pursuant to any settlement entered into by the
Agent  or  such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any Insolvency Proceeding or otherwise, then
(a)  to  the  extent  of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as  if  such payment had not been made or such set-off had not occurred, and (b)
each  Lender severally agrees to pay to the Agent upon demand its pro rata share
of  any  amount  so  recovered  from  or  repaid  by  the  Agent.

10.07.          Successors  and Assigns.  The provisions of this Agreement shall
be  binding  upon  and  inure  to  the  benefit  of the parties hereto and their
respective  successors  and  assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written  consent  of  the  Agent  and  each  Lender.

10.08.          Assignments,  Participations,  etc.

(a)          Any  Lender may, at any time assign and delegate to an Affiliate of
such  Lender (each an "Assignee") all, or any ratable part of all, of the Loans,
the  Commitments, and the other rights and obligations of such Lender hereunder,
provided,  however,  that the Borrower and the Agent may continue to deal solely
and  directly with such Lender in connection with the interest so assigned to an
Assignee  until  (i)  written  notice  of such assignment, together with payment
instructions,  addresses  and  related information with respect to the Assignee,
shall  have  been  provided  to  Borrower  and  the Agent by such Lender and the
Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower
and  the  Agent  an  Assignment  and  Acceptance  in  the form of Exhibit C
("Assignment  and  Acceptance")  together with any Note or Notes subject to such
assignment.

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

(c)          Within  five Business Days after its receipt of notice by the Agent
that  it  has received an executed Assignment and Acceptance, the Borrower shall
execute  and deliver to the Agent, new Notes evidencing such Assignee's assigned
Loans  and,  if  the  assignor  Lender  has  retained  a  portion  of its Loans,
replacement  Notes in the principal amount of the Loans retained by the assignor
Lender  (such Notes to be in exchange for, but not in payment of, the Notes held
by such Lender).  Immediately upon each Assignee's execution and proper delivery
of  the  Assignment and Acceptance, this Agreement shall be deemed to be amended
to  the extent, but only to the extent, necessary to reflect the addition of the
Assignee.

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

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

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

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

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

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

10.15.          Governing  Law  and  Jurisdiction.

(a)          THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE  WITH,  THE  LAW  OF  THE  STATE  OF NEW YORK (WITHOUT REGARD TO
CONFLICT  OF  LAW PROVISIONS); PROVIDED THAT THE PARTIES SHALL RETAIN ALL RIGHTS
ARISING  UNDER  FEDERAL  LAW.

(b)          ANY  LEGAL  ACTION  OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY  OTHER  LOAN  DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER'S, THE AGENT'S AND
THE  LENDER'S  CONSENTS,  FOR  ITSELF  AND  IN  RESPECT  OF ITS PROPERTY, TO THE
NON-EXCLUSIVE  JURISDICTION  OF  THOSE  COURTS.  THE BORROWER, THE AGENT AND THE
LENDERS  IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF  VENUE  OR  BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER  HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN  RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE BORROWER, THE
AGENT  AND  THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER  PROCESS,  WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

10.16.          Waiver  of  Jury Trial.  THE BORROWER, THE LENDERS AND THE AGENT
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION

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

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

10.18.          Effectiveness.  This  Agreement  shall  become  effective on the
date  (the  "Effective  Date")  on which the Agent, the Borrower and each of the
Lenders  shall  have signed a counterpart of this Agreement (whether the same or
different  counterparts)  and  shall have delivered the same to the Agent at the
Notice  Address  (or  to Agent's counsel as directed by such counsel) or, in the
case  of  the  Lenders,  shall  have  given to Agent or telephonic (confirmed in
writing),  written, telex or facsimile notice (actually received) at such office
or the office of Agent's counsel that the same has been signed and mailed to it.
Agent  will  give  the  Borrower  and  each  Lender prompt written notice of the
occurrence  of  the  Effective  Date.
                            [signature pages follow]


<PAGE>



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


     ABC-NACO  INC.
     By:
     Title:



     ING  FURMAN  SELZ  INVESTORS  III  LP,  as  Agent  and  as  a  Lender
     By:
     Title:



     ING  BARINGS  U.S.  LEVERAGED  EQUITY  PLAN  LLC,  as  a  Lender
     By:
     Title:



     ING  BARINGS  GLOBAL  LEVERAGED  EQUITY  PLAN  LTD,  as  a  Lender
     By:
     Title:



     FURMAN  SELZ  INVESTORS  II  LP,  as  a  Lender
     By:
     Title:



     FS  EMPLOYEE  INVESTORS  LLC,  as  a  Lender
     By:
     Title:



     FS  PARALLEL  FUND  LP,  as  a  Lender
     By:
     Title:


<PAGE>