Exhibit 10.1

 $110,000,000



 CREDIT AGREEMENT



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



	PETCO ANIMAL SUPPLIES, INC.

	BORROWER



	THE BANKS NAMED HEREIN

	LENDERS



	AND



	UNION BANK OF CALIFORNIA, N.A.

	Administrative Agent, Arranger and
	Syndication Agent



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



	             Dated as of January 30, 1998	












	TABLE OF CONTENTS

	Page

ARTICLE 1

	DEFINITIONS	  1

ARTICLE 2

	THE CREDIT	 14
	2.1	Revolving Loans	 14
	2.2	Issuance of Letters of Credit	 16
	2.3	Fees	 20
	2.4	Term Loans	 21
	2.5  Types of Loans	 22
	2.6  Voluntary Conversion of Advances	 22
	2.7	Interest.	 23
	2.8	Rates Applicable After Default	 24
	2.9	Method of Payment	 24
	2.10	Telephonic Notices	 24
	2.11	Interest Payment Dates; Interest and Fee Basis	 24
	2.12	Notification of Loan, Interest Rates, Prepayments and 
Commitment Reductions	 25
	2.13	Applicable Lending Offices	 25
	2.14	Non-Receipt of Funds by the Agent	 26
	2.15	Withholding Tax Exemption	 26
	2.16	Optional Prepayments	 26
	2.17	Mandatory Prepayments	 27
	2.18	Commitment Obligations	 27
	2.19  Commitment Termination	 27
	2.20  Required Payments	 27

ARTICLE 3

	CHANGE IN CIRCUMSTANCES	 28
	3.1	Yield Protection	 28
	3.2	Taxes	 29

ARTICLE 4

	CONDITIONS PRECEDENT	 29
	4.1	Initial Loan or Letter of Credit	 29
	4.2	All Loans	 31
	4.3	All Letters of Credit	 31

ARTICLE 5

	REPRESENTATIONS AND WARRANTIES	 32
	5.1	Authorization	 32
	5.2	Governmental Action	 32
	5.3	Enforceability	 32
	5.4	Use of Proceeds	 32
	5.5	Litigation	 33
	5.6	Financial Statements	 33
	5.7	Taxes	 33
	5.8	Subsidiaries	 33
	5.9	ERISA	 33
	5.10	Accuracy of Information	 33
	5.11	Organization and Existence	 34
	5.12	Consents	 34
	5.13	Intellectual Property	 34
	5.14	Default	 34
	5.15	Nature of Business	 34
	5.16	Ranking of Loans	 35
	5.17	Compliance with Laws	 35
	5.18	Investment Company Acts; Other Regulations	 35
	5.19	Environmental Matters	 35
	5.20	Title	 35
	5.21	Solvency	 35

ARTICLE 6

	COVENANTS	 36
	6.1	Financial Reporting	 36
	6.2	Use of Proceeds	 38
	6.3	Notice of Default	 38
	6.4	Conduct of Business	 38
	6.5	Records	 39
	6.6	Insurance	 39
	6.7	Compliance with Laws	 39
	6.8	Maintenance of Properties	 39
	6.9	Inspection	 39
	6.10	Debt	 39
	6.11	Merger	 40
	6.12	Sale of Assets	 40
	6.13	Sale of Accounts	 40
	6.14	Acquisitions	 40
	6.15	Affiliates	 41
	6.16	ERISA	 41
	6.17	Capital Expenditures	 41
	6.18	Total Debt Ratio	 42
	6.19	Payment of Obligations	 42
	6.20	Consolidated Net Worth	 42
	6.21 Restricted Junior Payments.  	 43
	6.22	Encumbrances and Liens	 43
	6.23	Loans, Advances and Guaranties	 43
	6.24	Investments	 44
	6.25	Minimum Fixed Charge Coverage Ratio	 45
	6.26	Capitalized Rent Expense Ratio	 45
	6.27	Guaranties, Etc	 45
	6.28 Lease Obligations	 46
	6.29 Condition Subsequent	 46

ARTICLE 7

	DEFAULTS	 46
	7.1	Payment Defaults.	 46
	7.2	Representations and Warranties.	 46
	7.3	Other Loan Document Defaults.	 46
	7.4	Bankruptcy.	 46
	7.5	Other Agreements.	 47
	7.6	ERISA.	 47
	7.7	Judgments.	 47
	7.8	Loan Documents	 47

	ARTICLE 8

	ACCELERATION, WAIVERS AND AMENDMENTS	 47
	8.1	Acceleration	 47
	8.2	Cash Collateral	 48
	8.3	Additional Remedies	 48
	8.4	Amendments	 48
	8.5	Preservation of Rights	 49

ARTICLE 9

	GENERAL PROVISIONS	 49
	9.1	Survival of Representations	 49
	9.2	Governmental Regulation	 49
	9.3	Headings	 49
	9.4	Entire Agreement	 49
	9.5	Several Obligations; Benefits of this Agreement	 49
	9.6	Expenses; Indemnification	 50
	9.7	Numbers of Documents	 50
	9.8	Accounting	 50
	9.9	Severability of Provisions	 51
	9.10	Nonliability of Lenders	 51
	9.11	CHOICE OF LAW	 51
	9.12	CONSENT TO JURISDICTION	 51
	9.13	WAIVER OF JURY TRIAL	 51
	9.14	Integration Clause	 51
	9.15	Confidentiality	 52

ARTICLE 10

	THE AGENT	 52
	10.1  Appointment	 52
	10.2  Powers	 52
	10.3  General Immunity	 52
	10.4  No Responsibility for Loans, Recitals, etc.	 52
	10.5  Action on Instructions of Lenders	 53
	10.6  Employment of Agents and Counsel	 53
	10.7  Reliance on Documents; Counsel	 53
	10.8  Agent's Reimbursement and Indemnification	 53
	10.9  Rights as a Lender	 54
	10.10 Lender Credit Decision	 54
	10.11 Successor Agent	 54

ARTICLE 11

	SETOFF; RATABLE PAYMENTS	 55
	11.1	Setoff	 55
	11.2	Ratable Payments	 55

ARTICLE 12

	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	 56
	12.1	Successors and Assigns	 56
	12.2	Participations	 56
	12.3	Assignments	 57
	12.4	Dissemination of Information	 58
	12.5	Tax Treatment	 58

ARTICLE 13

	NOTICES	 59
	13.1	Giving Notice	 59
	13.2	Change of Address	 59

ARTICLE 14

	COUNTERPARTS	 59



SCHEDULE 1 - LENDERS AND APPLICABLE LENDING OFFICES
SCHEDULE 2 - SUBSIDIARIES
SCHEDULE 3 - DEBT


EXHIBIT A-1 - FORM OF REVOLVING NOTE
EXHIBIT A-2 - FORM OF TERM NOTE
EXHIBIT B - COMPLIANCE CERTIFICATE
EXHIBIT C - ASSIGNMENT AGREEMENT
EXHIBIT D - LEVERAGE RATIO LEVEL CERTIFICATE
EXHIBIT E - FORMS OF LETTER OF CREDIT REQUESTS
EXHIBIT F - FORM OF NOTICE OF BORROWING





	CREDIT AGREEMENT




	This Agreement, dated as of January 30, 1998, is among PETCO ANIMAL 
SUPPLIES, INC., a Delaware corporation (the "Borrower"), the financial 
institutions party hereto (together with their respective successors and 
permitted assigns, the "Lenders") and UNION BANK OF CALIFORNIA, N.A. 
("UBOC"), as Agent for the Lenders.  The parties hereto agree as follows:

	RECITALS

	WHEREAS, UBOC, certain lenders and the Borrower are parties to that 
Credit Agreement dated as of December 6, 1996 (the "Prior Loan Agreement"); 
and

	WHEREAS, the Lenders have agreed, on the terms and conditions herein 
set forth, to extend term and revolving credit to the Borrower for the 
purposes of repaying all amounts under the Prior Loan Agreement, of 
refinancing costs associated with recent acquisitions and store 
conversions, of making permitted acquisitions and capital expenditures, of 
making bridge loans permitted hereunder to Canadian Petcetera Warehouse 
Inc., for working capital purposes and for general corporate purposes;

	WHEREAS, the Lenders have agreed, on the terms and conditions herein 
set forth, to issue letters of credit for the Borrower's account as a 
revolving commitment subfacility for the purposes of supporting purchases 
of inventory by the Borrower and of providing support for lease and 
insurance obligations of the Borrower;

	NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein contained, the parties hereto hereby agree as follows:


	ARTICLE 1

	DEFINITIONS

	As used in this Agreement:

	"Acquisition" means any transaction, or any series of related 
transactions, consummated on or after the date of this Agreement, by which 
the Borrower or any of its Subsidiaries (i) acquires any going business in 
the pet food and supply business or related fields or all or substantially 
all of the assets of any firm, corporation or division thereof in the pet 
food and supply business or related fields, whether through purchase of 
assets, merger or otherwise or (ii) directly or indirectly acquires (in one 
transaction or as the most recent transaction in a series of transactions) 
at least a majority (in number of votes) of the securities of a corporation 
in the pet food and supply business or related fields which have ordinary 
voting power for the election of directors (other than securities having 
such power only by reason of the happening of a contingency) or a majority 
(by percentage or voting power) of the outstanding partnership interests of 
a partnership in the pet food and supply business or related fields.

	"Acquisition Documents" means the purchase agreement, together with 
all schedules and exhibits referenced therein and the legal opinions 
delivered in connection therewith in connection with any Acquisition.

	"Advance" means a borrowing hereunder consisting of the aggregate 
amount of the several Loans made by the Lenders to the Borrower of the same 
Type and, in the case of a LIBOR Loan, for the same Interest Period.

	"Affiliate" of any Person means any other Person directly or 
indirectly controlling, controlled by or 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 or policies of the controlled 
Person, whether through ownership of stock, by contract or otherwise.

	"Agent" means UBOC in its capacity as administrative agent for the 
Lenders pursuant to Article 10, and not in its individual capacity as a 
Lender, and any successor Agent appointed pursuant to Article 10.

	"Aggregate Available Commitment" means the aggregate of the Available 
Commitments of all the Lenders.

	"Aggregate Commitment" means the aggregate of the Term Commitments 
and Revolving Commitments of all the Lenders.

	"Aggregate Revolving Commitment" means the aggregate of the Revolving 
Commitments of all the Lenders.

	"Agreement" means this Credit Agreement, as it may be amended or 
modified and in effect from time to time.

	"Agreement Accounting Principles" means generally accepted accounting 
principles as in effect from time to time, applied in a manner consistent 
with that used in preparing the financial statements referred to in 
Section 5.6 (except for changes concurred on by the Borrower's independent 
public accountants and the Required Lenders).

	"Applicable Lending Office" means for any Lender, its offices for 
LIBOR Loans and Base Rate Loans, specified in Schedule 1 or in the 
Assignment and Acceptance pursuant to which it became a party hereto, as 
the case may be, any of which offices may, upon 10 days' prior written 
notice to the Agent and the Borrower, be changed by such Lender.

	"Applicable Margin": for each LIBOR Loan and for each Base Rate Loan 
as set forth below:

							     LIBOR	    Base 
		Leverage Ratio Level		Margin	 Rate Margin 

			1					 .500%	  0%
			2					 .875%	  0%
			3					1.125%	  0%
			4					1.375%	  0%
			5					1.500%	  0%

	"Article" means an article of this Agreement unless another document 
is specifically referenced.

	"Assignment and Acceptance" means an Assignment and Acceptance in the 
form of Exhibit C hereto.

	"Authorized Officer" means any of the chief executive officer, chief 
financial officer or any senior vice president (specifically authorized by 
the Borrower) of the Borrower, acting singly.

	"Available Commitment" means, with respect to each Lender having a 
Revolving Commitment, the amount by which (i) the Revolving Commitment of 
each Lender on such date exceeds (ii) the sum of (a) the aggregate 
principal sum of such Lender's Revolving Loans outstanding, (b) such 
Lender's Revolving Commitment Percentage of the aggregate Letter of Credit 
Amount of all Letters of Credit outstanding and (c) such Lender's Revolving 
Commitment Percentage of the aggregate amount of unreimbursed drawings 
under all Letters of Credit on such date.

	"Base Rate" means, for any day, a rate per annum equal to (i) the 
Corporate Base Rate for such day plus (ii) the Applicable Margin, in each 
case changing when and as the Corporate Base Rate changes.

	"Base Rate Loan" means a Loan when it bears interest at the Base 
Rate.

	"Borrower" means Petco Animal Supplies, Inc., a Delaware corporation, 
and its successors and assigns.

	"Borrowing Date" means a date on which a Revolving Loan is made 
hereunder.

	"Business Day" means any day (i) other than a Saturday, Sunday or 
other day on which commercial banks are authorized or required by law to 
close in Los Angeles, California and (ii) if the applicable Business Day 
relates to a LIBOR Loan, on which dealings are carried on in the London 
interbank market. 

	"Capital Expenditures" means, for any period, for any person or 
entity, the aggregate of all expenditures which are made during such period 
(whether paid in cash or accrued as liabilities), by such person or entity, 
for property, plant or equipment and which would be reflected as additions 
to property, plant or equipment on a balance sheet of such person or entity 
prepared in accordance with Agreement Accounting Principles (including, 
without limitation, all such property held under Capitalized Leases).

	"Capitalized Lease" of a Person means any lease of Property by such 
Person as lessee which would be capitalized on a balance sheet of such 
Person prepared in accordance with Agreement Accounting Principles.

	"Capitalized Rent Expense Ratio" means for the Borrower and its 
Subsidiaries on a consolidated basis, determined as of the end of each 
fiscal quarter for the period of four fiscal quarters then ended, the ratio 
of (i) the sum of Funded Debt plus eight times the Rent Expense for such 
period to (ii) the sum of Funded Debt plus eight times the Rent Expense for 
such period plus the stockholders' equity of the Borrower and its 
Subsidiaries at such time.

	"Closing Date" means the date on which all the conditions precedent 
set forth in Section 4.1 shall have been satisfied.

	"Code" means the Internal Revenue Code of 1986, as amended, reformed 
or otherwise modified from time to time.

	"Commitment" means, for each Lender, its Revolving Commitment and 
Term Commitment.

	"Compliance Certificate" has the meaning set forth in Section 6.1(v).

	"Consideration" means, with respect to any Acquisition, the aggregate 
consideration, in whatever form (including, without limitation, cash 
payments, the principal amount of promissory notes and Debt assumed, the 
aggregate amounts payable to acquire, extend and exercise any option, the 
aggregate amount payable under non-compete agreements and management 
agreements and the fair market value of other property delivered) paid, 
delivered or assumed by the Borrower and its Subsidiaries for such 
Acquisition and the expenses associated therewith, including all brokerage 
commissions, legal fees and similar expenses.  Notwithstanding anything 
herein to the contrary, no Acquisition involving the assumption of Debt by 
the Borrower or its Subsidiaries shall be permitted if such assumption 
would violate the terms of this Agreement.

	"Consolidated Fixed Charges" means, for the Borrower and its 
Subsidiaries, on a consolidated basis, for any period of four consecutive 
fiscal quarters, the sum (without duplication) of (i) Interest Expense for 
such period, (ii) cash dividends and distributions paid with respect to the 
capital stock of the Borrower or its Subsidiaries during such period (other 
than dividends and distributions paid by its Subsidiaries to the Borrower), 
(iii) the aggregate principal amount of all scheduled payments of Debt 
(including the principal portion of rentals under Capitalized Leases) 
required to be made during such period, (iv) all income taxes required to 
be paid during such period and (v) Rent Expenses during such period.

	"Consolidated Net Worth" means with respect to the Borrower and its 
Subsidiaries, the excess of total assets over total liabilities, all to be 
determined on a consolidated basis in accordance with Agreement Accounting 
Principles. 

	"Control" means the power to direct or cause the direction of the 
management or policies of a person, whether through rights of ownership 
under voting securities, under contract or otherwise, and "Controlling" and 
"Controlled" shall have meanings correlative thereto.

	"Controlled Group" means all members of a controlled group of 
corporations and all trades or businesses (whether or not incorporated) 
under common control which, together with the Borrower or any of its 
Subsidiaries, are treated as a single employer under Section 414 of the 
Code.

	"Conversion/Continuation Notice" is the notice referred to in 
Section 2.6.

	"Corporate Base Rate" means a fluctuating interest rate per annum, as 
in effect from time to time, at all times equal to the higher of the 
following:  (i) the sum of the Federal Funds Effective Rate in effect from 
time to time plus 0.50% per annum; and (ii) the annual rate of interest 
announced from time to time by UBOC as its corporate reference rate (which 
is a rate set by UBOC based upon various factors, including, without 
limitation, general market conditions, which is used as a reference point 
for pricing certain loans and UBOC may price its loans at, above or below 
such rate)

	"Debt" of any person or entity means (i) all indebtedness of such 
person or entity for borrowed money or for the deferred purchase price of 
property or services, (ii) all obligations of such person or entity 
evidenced by notes, bonds, debentures or other similar instruments, 
(iii) all indebtedness created or arising under any conditional-sale or 
other title-retention agreement with respect to property acquired by such 
person or entity, (iv) all obligations of such person or entity as lessee 
under leases that have been or should be, in accordance with Agreement 
Accounting Principles, recorded as Capitalized Leases, (v) all obligations 
of such person or entity under direct or indirect guaranties in respect of, 
and obligations (contingent or otherwise) to purchase or otherwise acquire, 
or otherwise to secure a credit against loss in respect of, indebtedness or 
obligations of others of the kinds referred to in clause (i), (ii), (iii) 
or (iv) above and (vi) liabilities in respect of unfunded vested benefits 
under plans covered by Title IV of ERISA.

	"Default" means any Event of Default and any default, event or 
condition that would, with the giving of any requisite notice and the 
passage of any requisite period of time, constitute an Event of Default.

	"Drawing Lender" has the meaning set forth in Section 2.2(iii).

	"EBITDA" means for any period, for the fiscal quarter most recently 
ended and the immediately preceding three fiscal quarters, Net Income after 
eliminating extraordinary gains and losses, plus (i) provisions for income 
taxes, (ii) depreciation and amortization and (iii) Interest Expense. 

	"EBITDAR" means for any period, for the fiscal quarter most recently 
ended and the immediately preceding three fiscal quarters, (i) EBITDA plus 
(ii) Rent Expenses.

	"Eligible Assignee" means (i) a commercial bank organized under the 
laws of the United States, or any State thereof, and having total assets in 
excess of $250,000,000 and having a credit rating acceptable to the Agent 
and the Borrower; (ii) a commercial bank organized under the laws of any 
other country which is a member of the Organization for Economic 
Cooperation and Development, or a political subdivision of any such 
country, and having total assets in excess of $250,000,000 and having a 
credit rating acceptable to the Agent and the Borrower, provided that such 
bank is acting through a branch or agency located in the United States; 
(iii) an insurance company or other financial institution or an investment 
fund that is engaged in making, purchasing or otherwise investing in 
commercial loans in the ordinary course of its business and having total 
assets in excess of $250,000,000 and having a credit rating acceptable to 
the Agent and the Borrower; (iv) any Affiliate of an existing Lender having 
a credit rating acceptable to the Agent and the Borrower; and (v) any other 
Person approved by the Agent and, in the absence of any Default, the 
Borrower.

	"ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time, and any rule or regulation issued thereunder.

	"Eurocurrency Liabilities" has the meaning set forth in Regulation D 
of the Board of Governors of the Federal Reserve System.

	"Event of Default" has the meaning set forth in Section 7.

	"Facility Termination Date" means January 30, 2003.

	"Federal Funds Effective Rate" means, for any day, an interest rate 
per annum equal to the weighted average of the rates on overnight Federal 
funds transactions with members of the Federal Reserve System arranged by 
Federal funds brokers on such day, as published for such day (or, if such 
day is not a Business Day, for the immediately preceding Business Day) by 
the Federal Reserve Bank of New York, or, if such rate is not so published 
for any day which is a Business Day, the average of the quotations at 
approximately 10:00 a.m., Los Angeles time, on such day on such 
transactions received by the Agent from three Federal funds brokers of 
recognized standing selected by the Agent in its sole discretion.

	"Funded Debt" means the sum of the outstanding principal balance of 
all Debt of the Borrower and its Subsidiaries described in clauses (i), 
(ii), (iii) and (iv) of the definition of "Debt" set forth herein.

	"Governmental Person" means, whether domestic or foreign, any 
national, federal, state or local government, any political subdivision 
thereof or any governmental, quasi-governmental, judicial, public or 
regulatory instrumentality, authority, body or entity, including the 
Federal Deposit Insurance Corporation, the Comptroller of the Currency, the 
Board of Governors of the Federal Reserve System, any central bank and any 
comparable authority.

	"Governmental Rule" means any treaty, law, rule, regulation, 
ordinance, order, code, judgment, decree, directive, interpretation, 
request, guideline, policy or similar form of decision of any Governmental 
Person.

	"Guarantors" means International Pet Supplies and Distribution, Inc., 
a California corporation, and Pet Nosh, Consolidated Co., Inc., a New York 
corporation, and any other Subsidiary of the Borrower now or hereafter 
formed or acquired, which has executed and delivered a Guaranty pursuant to 
Section 6.27.

	"Guaranties" means, collectively, each Guaranty dated as of even date 
herewith executed by a Guarantor in favor of the Agent, for the benefit of 
the Lenders, and in form and substance satisfactory to the Agent, as it may 
be amended from time to time.

	"Interest Expense" means as of any date, for the fiscal quarter most 
recently ended and the immediately preceding three fiscal quarters, the sum 
of (i) the amount of all interest on Funded Debt which was paid, payable 
and/or accrued for such period (without duplication of previous amounts) 
and (ii) all commitment, letter of credit or line of credit fees paid, 
payable and/or accrued for such period (without duplication of previous 
amounts) to any lender in exchange for such lender's commitment to lend.

	"Interest Period" means, with respect to a LIBOR Loan, a period of 
one, two, three or six months, commencing on a Business Day selected by the 
Borrower pursuant to this Agreement.  Such Interest Period shall end on 
(but exclude) the day which corresponds numerically to such date one, two 
or three or six months thereafter, provided, however, that if there is no 
such numerically corresponding day in such next, second or third or sixth 
succeeding month, such Interest Period shall end on the last Business Day 
of such next, second or third or sixth succeeding month.  If an Interest 
Period would otherwise end on a day which is not a Business Day, such 
Interest Period shall end on the next succeeding Business Day, provided, 
however, that if said next succeeding Business Day falls in a new calendar 
month, such Interest Period shall end on the immediately preceding Business 
Day.  No Interest Period may end after the Facility Termination Date.

	"Lenders" means the lending institutions listed on the signature 
pages of this Agreement and their respective successors and assigns.

	"Letter of Credit Amount" means the stated maximum amount available 
to be drawn under a particular Letter of Credit, as such amount may be 
reduced or reinstated from time to time in accordance with the terms of 
such Letter of Credit.

	"Letter of Credit Request" means a request by the Borrower for the 
issuance of a Letter of Credit, on the Agent's standard form of standby or 
commercial letter of credit application and agreement, the current form of 
which is attached hereto as Exhibit E, and containing terms and conditions 
satisfactory to the Agent in its sole discretion.

	"Letter of Credit" shall have the meaning set forth in Section 2.1.

	"Leverage Ratio Level":  if the Total Debt Ratio shall be less than 
0.75:1.00, the Leverage Ratio Level shall be 1; if the Total Debt Ratio 
shall be equal to or greater than 0.75:1.00 and less than 1:00:1.00, the 
Leverage Ratio Level shall be 2; if the Total Debt Ratio shall be equal to 
or greater than 1.00:1.00 and less than 1.50:1.00, the Leverage Ratio Level 
shall be 3; if the Total Debt Ratio shall be equal to or greater than 
1.50:1.00 and less than 2.00:1.00, the Leverage Ratio Level shall be 4; and 
if the Total Debt Ratio shall be equal to or greater than 2.00:1.00, the 
Leverage Ratio Level shall be 5.

	"Leverage Ratio Level Certificate" is defined in Section 2.7.

	"LIBOR" means, for any Interest Period for any LIBOR Loan, the 
interest rate per annum obtained by dividing (a) the average of the 
respective rates per annum at which deposits in United States dollars are 
offered to the Agent in London, England in the London interbank market at 
11:00 a.m., London time, two Business Days before the first day of such 
Interest Period in an amount substantially equal to the amount of such Loan 
and for a period equal to such Interest Period by (b) a percentage equal to 
100% minus the LIBOR Reserve Percentage for such Interest Period.

	"LIBOR Loan" means a Loan when it bears interest at the LIBOR Rate.

	"LIBOR Rate" means, with respect to a LIBOR Loan for the relevant 
Interest Period, the sum of (i) LIBOR applicable to such Interest Period, 
plus (ii) the Applicable Margin.  The LIBOR Rate shall be rounded to the 
next higher multiple of 1/100 of 1% if the rate is not such a multiple.

	"LIBOR Reserve Percentage" means, for any Interest Period for any 
LIBOR Loan, the reserve percentage applicable two Business Days before the 
first day of such Interest Period under regulations issued from time to 
time by the Board of Governors of the Federal Reserve System for 
determining the maximum reserve requirements (including any emergency, 
supplemental or other marginal reserve requirement) for any Bank with 
respect to liabilities or assets consisting of or including Eurocurrency 
Liabilities (or with respect to any other category of liabilities that 
includes deposits by reference to which the interest rate on such LIBOR 
Loan is determined) having a term equal to such Interest Period.

	"Lien" means any lien, security interest or other charge or 
encumbrance of any kind, or any other type of preferential arrangement, 
including the lien or retained title of a conditional vendor and any 
easement, right of way or other encumbrance on title to real property.

	"Loan" means, with respect to a Lender, a Term Loan or a Revolving 
Loan, as applicable.

	"Loan Documents" means this Agreement, any Letter of Credit Requests, 
the Letters of Credit, the Notes and the Guaranties executed by the 
Borrower or any Guarantor in connection herewith and any other agreement 
executed by the Borrower or any Guarantor in connection herewith, as such 
agreements and documents may be amended, supplemented and otherwise 
modified from time to time in accordance with the terms hereof.

	"Material Adverse Effect" means a material adverse effect on (i) the 
business, Property, condition (financial or otherwise) or results of 
operations of the Borrower and its Subsidiaries taken as a whole, (ii) the 
ability of the Borrower to perform its obligations under the Loan Documents 
or (iii) the validity or enforceability of any of the Loan Documents or the 
rights or remedies of the Agent or the Lenders thereunder.

	"Multiemployer Plan" means a Plan that is a "multiemployer plan" as 
defined in Section 3(37) or 4001(i)(3) of the Borrower's ERISA Plan.

	"Net Income" means for the Borrower and its Subsidiaries on a 
consolidated basis, net income as determined in accordance with Agreement 
Accounting Principles.

	"Net Proceeds" means, with respect to any asset disposition or 
issuance of equity or debt securities of the Borrower or any of its 
Subsidiaries, the net amount equal to the aggregate amount received in cash 
in connection with such asset disposition or issuance of equity or debt 
securities minus federal, state and local taxes and other expenses 
including legal, accounting, brokerage, advertising, underwriting and 
closing costs incurred and paid in connection with such asset disposition 
or issuance of equity or debt securities and taxes reasonably estimated to 
be actually payable as a result of such asset disposition or issuance of 
equity or debt securities.

	"Notes" means, collectively, the Revolving Notes and the Term Notes. 
  

	"Notice of Assignment" is defined in Section 12.3(ii).

	"Obligations" means all unpaid principal of and accrued and unpaid 
interest on the Notes, the obligation to reimburse drawings under Letters 
of Credit (including the contingent obligation to reimburse any drawings 
under outstanding Letters of Credit), all accrued and unpaid fees and all 
expenses, reimbursements, indemnities and other obligations of the Borrower 
to the Lenders or to any Lender, the Agent or any indemnified party 
hereunder arising under the Loan Documents.

	"Participants" is defined in Section 12.2(i).

	"Payment Date" means the last day of each January, April, July and 
October in each calendar year.

	"PBGC" means the Pension Benefit Guaranty Corporation, or any 
successor thereto.

	"Person" means any natural person, corporation, firm, limited 
liability company, joint venture, partnership, association, enterprise, 
trust or other entity or organization, or any government or political 
subdivision or any agency, department or instrumentality thereof.

	"Plan" means an employee pension benefit plan which is covered by 
Title IV of ERISA or subject to the minimum funding standards under 
Section 412 of the Code maintained by or contributed to by the Borrower or 
any member of the Controlled Group.

	"Prior Loan Agreement" is defined in the first Recital.

	"Property" of a Person means any and all property, whether real, 
personal, tangible, intangible, or mixed, of such Person, or other assets 
owned, leased or operated by such Person.

	"Purchasers" is defined in Section 12.3(i).

	"Reduction Installment" is defined in Section 2.4(iv).

	"Regulation D" means Regulation D of the Board of Governors of the 
Federal Reserve System as from time to time in effect and any successor 
thereto or other regulation or official interpretation of said Board of 
Governors relating to reserve requirements applicable to member banks of 
the Federal Reserve System.

	"Regulation U" means Regulation U of the Board of Governors of the 
Federal Reserve System as from time to time in effect and any successor or 
other regulation or official interpretation of said Board of Governors 
relating to the extension of credit by banks for the purpose of purchasing 
or carrying margin stocks applicable to member banks of the Federal Reserve 
System.

	"Rent Expense" means, for the Borrower and its Subsidiaries, on a 
consolidated basis, for any period of four consecutive fiscal quarters 
(except as set forth in Section 6.26), rent expenses under operating leases 
of real, personal or mixed property.

	"Reportable Event" means a reportable event as defined in 
Section 4043 of ERISA and the regulations issued under such section, with 
respect to a Single Employer Plan, excluding, however, such events as to 
which the PBGC by regulation waived the requirement of Section 4043(a) of 
ERISA that it be notified within 30 days of the occurrence of such event, 
provided, however, that a failure to meet the minimum funding standard of 
Section 412 of the Code and of Section 302 of ERISA shall be a Reportable 
Event regardless of the issuance of any such waiver of the notice 
requirement in accordance with either Section 4043(a) of ERISA or 
Section 412(d) of the Code.

	"Required Lenders" means Lenders in the aggregate having at least 
66 2/3% of the Aggregate Commitment or, if the Aggregate Commitment has 
been terminated, Lenders in the aggregate holding at least 66 2/3% of the 
aggregate unpaid principal amount of the outstanding Loans.

	"Revolving Commitment" means, for each Lender having a Revolving 
Commitment, the obligation of such Lender to make Revolving Loans not 
exceeding the amount set forth opposite its name on Schedule 1 hereto or as 
set forth in any Assignment and Acceptance relating to any assignment that 
has become effective pursuant to Section 12.3, as such amount may be 
modified from time to time pursuant to the terms hereof.

	"Revolving Commitment Percentage" means, as to each Lender having a 
Revolving Commitment at any time, the percentage of the Aggregate Revolving 
Commitment then constituted by such Lender's Revolving Commitment.

	"Revolving Loan" is defined in Section 2.1(i).

	"Revolving Note" means a promissory note, in substantially the form 
of Exhibit A-1 hereto, duly executed by the Borrower and payable to the 
order of the Lender having a Revolving Commitment in the aggregate amount 
of such Lender's Revolving Commitment.

	"SEC" means the United States Securities and Exchange Commission.

	"SEC Report" means a Current Report on Form 8-K pursuant to the 
Securities Exchange Act of 1934.

	"Section" means a numbered section of this Agreement, unless another 
document is specifically referenced.

	"Single Employer Plan" means a Plan other than a Multiemployer Plan.

	"Solvent" means when used with respect to any Person, that:

	(i)  the present fair salable value of such Person's assets is in 
excess of the total amount of the probable liability on such Person's 
liabilities;

	(ii)  such Person is able to pay its debts as they become due; and

	(iii)  such Person does not have unreasonably small capital to carry 
on such Person's business as theretofore operated and all businesses in 
which such Person is about to engage.

	"Subsidiary" of a Person means (i) any corporation more than 50% of 
the outstanding securities having ordinary voting power of which shall at 
the time be owned or controlled, directly or indirectly, by such Person or 
by one or more of its Subsidiaries or by such Person and one or more of its 
Subsidiaries, or (ii) any partnership, association, joint venture or 
similar business organization more than 50% of the ownership interests 
having ordinary voting power of which shall at the time be so owned or 
controlled.  Unless otherwise expressly provided, all references herein to 
a "Subsidiary" shall mean a Subsidiary of the Borrower.

	"Taxes" is defined in Section 3.2.

	"Term Commitment" means, for each Lender having a Term Commitment, 
the obligation of such Lender to make a Term Loan in the amount set forth 
opposite its name on Schedule 1 hereto or as set forth in any Assignment 
and Acceptance relating to any assignment that has become effective 
pursuant to Section 12.3, as such amount may be modified from time to time 
pursuant to the terms hereof.

	"Term Loan" is defined in Section 2.4(i).

	"Term Note" means a promissory note, in substantially the form of 
Exhibit A-2 hereto, duly executed by the Borrower and payable to the order 
of each Lender having a Term Commitment in the amount of such Lender's Term 
Commitment.

	"Total Debt Ratio" means for the Borrower and its Subsidiaries on a 
consolidated basis, determined as of the end of each fiscal quarter for the 
period of four fiscal quarters then ended, the ratio of Funded Debt 
(including obligations under Capitalized Leases) outstanding at such time 
to EBITDA.

	"Transferee" is defined in Section 12.4.

	"Type" means, with respect to a Loan, its nature as a Base Rate Loan 
or a LIBOR Loan.  

	"UBOC" means Union Bank of California, N.A. in its individual 
capacity, and its successors.

	"Unfunded Liabilities" means the amount (if any) by which the present 
value of all nonforfeitable benefits under all Single Employer Plans 
exceeds the fair market value of all such Plan assets allocable to such 
benefits, all determined in accordance with the respective most recent 
valuations for such Plans.

	The foregoing definitions shall be equally applicable to both the 
singular and plural forms of the defined terms.


	ARTICLE 2

	THE CREDIT

	2.1	Revolving Loans.

	(i)  Each Lender having a Revolving Commitment severally agrees, on 
the terms and conditions set forth in this Agreement, to make loans on a 
revolving credit basis (each a "Revolving Loan," and, collectively, the 
"Revolving Loans") to the Borrower from time to time and to participate in 
standby and/or commercial letters of credit issued for the account of the 
Borrower pursuant to Section 2.2 from time to time (each a "Letter of 
Credit" and, collectively, the "Letters of Credit"), from and including the 
Closing Date to but excluding the Facility Termination Date in an amount 
not to exceed the amount of its Revolving Commitment.  The sum of (a) the 
aggregate principal amount of all Revolving Loans outstanding, (b) the 
aggregate Letter of Credit Amount of all Letters of Credit outstanding and 
(c) the aggregate amount of unreimbursed drawings under all Letters of 
Credit shall not exceed, at any time, the amount of the Aggregate Revolving 
Commitment.  Further, the sum of (A) the aggregate Letter of Credit Amount 
of all Letters of Credit outstanding and (B) the aggregate amount of 
unreimbursed drawings under all Letters of Credit shall not exceed 
$10,000,000 at any time.  Within the limit of each Lender's Revolving 
Commitment, the Borrower may borrow, have Letters of Credit issued and/or 
renewed for the Borrower's account, prepay Revolving Loans, reborrow and 
have additional Letters of Credit issued for the Borrower's account.

	(ii)	The principal amount of each Lender's Revolving Loan and 
participation in a Letter of Credit shall be in an amount equal to the 
product of (a) such Lender's Revolving Commitment Percentage (expressed as 
a fraction) and (b) the total amount of the Revolving Loan or Revolving 
Loans or Letters of Credit requested; provided that in no event shall any 
Lender be obligated to make a Revolving Loan if after giving effect to such 
Revolving Loan such Lender's Revolving Loans, the Revolving Commitment 
Percentage of the aggregate Letter of Credit Amount of all Letters of 
Credit outstanding and the Revolving Commitment Percentage of the aggregate 
amount of unreimbursed drawings under all Letters of Credit outstanding 
would exceed its Revolving Commitment or if the amount of such requested 
Loan is in excess of such Lender's Available Commitment.

	(iii)  The Revolving Loans made by each Lender to the Borrower shall 
be evidenced by a Revolving Note, with appropriate insertions therein as to 
payee, date and principal amount, payable to the order of such Lender and 
representing the obligation of the Borrower to pay the aggregate unpaid 
principal amount of all Revolving Loans made by such Lender to the 
Borrower, with interest thereon as prescribed in Sections 2.7 and 2.8.  
Each such Lender is hereby authorized (but not required) to record the date 
and amount of each payment or prepayment of principal of its Revolving 
Loans made to the Borrower, each continuation thereof, each conversion of 
all or a portion thereof to another Type and, in the case of LIBOR Loans, 
the length of each Interest Period with respect thereto, in the books and 
records of such Lender, and any such recordation shall constitute prima 
facie evidence of the accuracy of the information so recorded.  The failure 
of any Lender to make any such recordation or notation in the books and 
records of  such Lender (or any error in such recordation or notation) 
shall not affect the obligations of the Borrower hereunder or under the 
Revolving Notes.  Each Revolving Note shall (a) be dated the Closing Date, 
(b) provide for the payment of interest in accordance with Sections 2.7 and 
2.8 and (c) be stated to be payable on the Facility Termination Date.

	(iv)  The Borrower shall give the Agent irrevocable written notice 
substantially in the form of Exhibit F attached hereto (which notice must 
be received by the Agent prior to 11:00 a.m., Los Angeles time, on the 
proposed Borrowing Date or, if all or any part of the Revolving Loans are 
requested to be made as LIBOR Loans, three Business Days prior to each 
proposed Borrowing Date) requesting that the Lenders having a Revolving 
Commitment make the Revolving Loans on the proposed Borrowing Date and 
specifying (a) the aggregate amount of Revolving Loans requested to be made 
(which must be in an aggregate amount equal to at least $1,000,000 or an 
integral multiple of $500,000), (b) subject to Section 2.5, whether the 
Revolving Loans are to be LIBOR Loans, Base Rate Loans or a combination 
thereof and (c) if the Revolving Loans are to be entirely or partly LIBOR 
Loans, the respective amounts of each such Type of Revolving Loan and the 
respective lengths of the Interest Periods therefor.  On receipt of such 
notice, the Agent shall promptly notify each such Lender thereof not later 
than 11:00 a.m., Los Angeles time, on the date of receipt of such notice.  
On the proposed Borrowing Date, not later than 1:00 p.m., Los Angeles time, 
each such Lender shall make available to the Agent at its office specified 
in Section 13.1 such Lender's Revolving Commitment Percentage of the 
aggregate borrowing amount (as determined in accordance with Section 
2.1(ii)) in immediately available funds.  Not later than 1:30 p.m., Los 
Angeles time, on the date of such Loans and upon fulfillment of the 
applicable conditions set forth in Section 4, the Agent shall make such 
Revolving Loans available to the Borrower in immediately available funds.  
Each notice pursuant to this Section 2.1(iv) shall be irrevocable and 
binding on the Borrower.  The Agent may, in the absence of notification 
from any Lender having a Revolving Commitment that such Lender has not made 
its pro rata share available to the Agent, on such date, credit the account 
of the Borrower on the books of such office of the Agent with the aggregate 
amount of such Revolving Loans.

	(v)	At the Borrower's option and upon at least five Business Days' 
prior irrevocable written notice to the Agent, with such notice specifying 
the amount and the date of such reduction, the Borrower may permanently 
reduce the Aggregate Revolving Commitment in whole at any time or in part 
from time to time; provided, however, that each partial reduction of the 
Aggregate Revolving Commitment shall be in an aggregate amount equal to at 
least $1,000,000 or an integral multiple of $1,000,000.  The Agent shall 
promptly notify each Lender having a Revolving Commitment (by telecopy or 
by telephone) of such requested Aggregate Revolving Commitment reduction.

	Reductions of the Aggregate Revolving Commitment pursuant to this 
Section 2.1(v) shall automatically effect a reduction of the Revolving 
Commitment of each such Lender to an amount equal to the product of (a) the 
Aggregate Revolving Commitment of all Lenders, as reduced pursuant to this 
Section 2.1(v) and (b) the Revolving Commitment Percentage of such Lender, 
in each case determined immediately prior to such reduction of the 
Aggregate Revolving Commitment on such date.

	Upon each reduction of the Aggregate Revolving Commitment, the 
Borrower shall (a) pay the unused commitment fee, payable pursuant to 
Section 2.3, accrued on the amount of the Aggregate Revolving Commitment so 
reduced through the date of such reduction, (ii) prepay the amount, if any, 
by which the sum of (A) the aggregate unpaid principal amount of the 
Revolving Loans, (B) the aggregate Letter of Credit Amount of all Letters 
of Credit outstanding and (C) the aggregate amount of unreimbursed drawings 
under all Letters of Credit exceeds the amount of the Aggregate Revolving 
Commitment as so reduced, together with accrued interest on the amount 
being prepaid to the date of such prepayment (or, with respect to 
outstanding Letters of Credit, make a cash collateral deposit in an amount 
equal to such excess to the extent such excess is not corrected by the 
foregoing prepayment) and (D) compensate such Lenders for their funding 
costs, if any, in accordance with Section 3.1.

	2.2	Issuance of Letters of Credit.

	(i)	The Borrower shall be entitled to request the issuance of 
standby and/or commercial Letters of Credit from time to time from and 
including the Closing Date to but excluding the date which is seven 
Business Days prior to the Facility Termination Date by giving the Agent 
(a) a standby Letter of Credit Request at least three Business Days before 
the requested date of issuance of such standby Letter of Credit and (b) a 
commercial Letter of Credit Request no later than the requested date of 
issuance of such commercial Letter of Credit (provided that such Letter of 
Credit Request is received by the Agent no later than 11:00 a.m., Los 
Angeles time and any Letter of Credit Request received after such time 
shall be deemed to have been received on the next Business Day) (which date 
of issuance shall be a Business Day).  All letters of credit outstanding on 
the Closing Date which were issued under the Prior Loan Agreement shall be 
deemed to have been issued hereunder on and as of the Closing Date and 
shall be subject to the terms and conditions hereof.  No Letter of Credit 
shall have an expiration date more than one year from its date of issuance 
or after the Facility Termination Date.  The aggregate Letter of Credit 
Amounts under all outstanding Letters of Credit and the aggregate amount of 
unreimbursed drawings under Letters of Credit shall reduce, dollar for 
dollar, the Aggregate Available Commitment.  The sum of (a) the aggregate 
Letter of Credit Amount of all Letters of Credit outstanding and (b) the 
aggregate amount of unreimbursed drawings under all Letters of Credit shall 
not at any time exceed $10,000,000.  In addition, the sum of (i) the 
aggregate principal amount of all Revolving Loans outstanding, (ii) the 
aggregate Letter of Credit Amount of all Letters of Credit outstanding and 
(iii) the aggregate amount of unreimbursed drawings under all Letters of 
Credit shall not exceed, at any time, the Aggregate Revolving Commitment.  
Any Letter of Credit Request received by the Agent later than 10:00 a.m., 
Los Angeles time, shall be deemed to have been received on the next 
Business Day.  Each Letter of Credit Request shall be made in writing, 
shall be signed by an Authorized Officer, shall be irrevocable and shall be 
effective upon receipt by the Agent.  Provided that a valid Letter of 
Credit Request has been received by the Agent and upon fulfillment of the 
other applicable conditions set forth in Section 4.3, the Agent will issue 
the requested Letter of Credit from its office specified in Section 13.1.

	Commercial Letters of Credit shall be used only for the purpose of 
supporting purchases of inventory by the Borrower and standby Letters of 
Credit shall be used solely to provide support for leasing (including 
Capitalized Leases) and insurance obligations of the Borrower.

	(ii)	Immediately upon the issuance of each Letter of Credit, the 
Agent shall be deemed to have sold and transferred to each Lender, and each 
Lender shall be deemed to have purchased and received from the Agent, in 
each case irrevocably and without any further action by any party, an 
undivided interest and participation in such Letter of Credit, each drawing 
thereunder and the obligations of the Borrower under this Agreement in 
respect thereof in an amount equal to the product of (a) such Lender's 
Revolving Commitment Percentage and (b) the maximum amount available to be 
drawn under such Letter of Credit (assuming compliance with all conditions 
to drawing).  The Agent shall advise each Lender of the issuance of each 
Letter of Credit, the Letter of Credit Amount of such Letter of Credit, any 
change in the face amount or expiration date of such Letter of Credit, the 
cancellation or other termination of such Letter of Credit and any drawing 
under such Letter of Credit.

    (iii)	The payment by the Agent of a draft drawn under any Letter of 
Credit shall first be made from any cash collateral deposit held by the 
Agent with respect to such Letter of Credit.  After any such cash 
collateral deposit has been applied, the payment by the Agent of a draft 
drawn under any Letter of Credit shall constitute for all purposes of this 
Agreement the making by the Agent in its individual capacity as a Lender 
hereunder (in such capacity, the "Drawing Lender") of a Revolving Loan 
bearing interest at the Base Rate in the amount of such payment (but 
without any requirement of compliance with the conditions set forth in 
Section 4.3).  In the event that any such Loan by the Drawing Lender 
resulting from a drawing under any Letter of Credit is not repaid by the 
Borrower by 12:00 noon, Los Angeles time, on the day of payment of such 
drawing, the Agent shall promptly notify each other Lender having a 
Revolving Commitment.  Each such Lender shall, on the day of such 
notification (or if such notification is not given by 1:00 p.m., Los 
Angeles time, on such day, then on the next succeeding Business Day), make 
a Revolving Loan bearing interest at the Base Rate, which shall be used to 
repay the applicable portion of the Revolving Loan of the Drawing Lender 
with respect to such Letter of Credit drawing, in an amount equal to the 
amount of such Lender's participation in such drawing for application to 
repay the Drawing Lender (but without any requirement of compliance with 
the applicable conditions set forth in Section 4.3) and shall deliver to 
the Agent for the account of the Drawing Lender, on the day of such 
notification (or if such notification is not given by 1:00 p.m., Los 
Angeles time, on such day, then on the next succeeding Business Day) and in 
immediately available funds, the amount of such Revolving Loans.  In the 
event that any Lender fails to make available to the Agent for the account 
of the Drawing Lender the amount of such Revolving Loan, the Drawing Lender 
shall be entitled to recover such amount on demand from such Lender 
together with interest thereon at the Federal Funds Effective Rate for each 
day such amount remains outstanding.

	(iv)	The obligations of the Borrower with respect to any Letter of 
Credit, any Letter of Credit Request and any other agreement or instrument 
relating to any Letter of Credit and any  Revolving Loan made under 
Section 2.2(iii) shall be absolute, unconditional and irrevocable and shall 
be paid strictly in accordance with the terms of the aforementioned 
documents under all circumstances, including the following:
	
		(a)  any lack of validity or enforceability of any Letter of 
Credit, this Agreement or any other Loan Document;

		(b)  the existence of any claim, setoff, defense or other right 
that the Borrower may have at any time against any beneficiary or 
transferee of any Letter of Credit (or any Person for whom any such 
beneficiary or transferee may be acting), the Agent, any Lender (other than 
the defense of payment to a Lender in accordance with the terms of this 
Agreement) or any other Person, whether in connection with this Agreement, 
any other Loan Document, the transactions contemplated hereby or thereby or 
any unrelated transaction;

		(c)  any statement or other document presented under any Letter 
of Credit proving to be forged, fraudulent, invalid or insufficient in any 
respect, or any statement therein being untrue or inaccurate in any respect 
whatsoever;

		(d)  payment by the Agent under any Letter of Credit against 
presentation of a draft or certificate that does not comply on its face 
with the terms of such Letter of Credit;

		(e)  any exchange, release or nonperfection of any collateral, 
or any release, amendment or waiver of or consent to departure from any 
Guaranty, other Loan Document or other guaranty, for any of the Obligations 
of the Borrower in respect of the Letters of Credit; and 

		(f)  any other circumstance or happening whatsoever, whether or 
not similar to any of the foregoing.

	(v)	The Borrower shall pay to the Agent with respect to each Letter 
of Credit issued hereunder, the following fees:
	
		(a)	for each commercial Letter of Credit for the period from 
and including the day such commercial Letter of Credit is issued to but 
excluding the day such commercial Letter of Credit expires, a letter of 
credit fee to the Agent for the benefit of the Lenders equal to the amount 
set forth on the Agent's published Schedule of International Fees (such fee 
to be payable on the date of issuance) except for payment fees, which shall 
be equal to the greater of (x) the product of (i) .125% and (ii) the Letter 
of Credit Amount of such Letter of Credit paid or (y) $100 (such payment 
fee to be payable on the date such Letter of Credit is paid);

		(b)	for each commercial Letter of Credit, a fronting fee to 
the Agent for its benefit alone equal to (x) $100, if the commercial Letter 
of Credit Amount is less than $500,000 or (y) .125% of the Letter of Credit 
Amount, if the commercial Letter of Credit Amount is equal to or more than 
$500,000 (such fee to be payable on the date of issuance);

		(c)	for each standby Letter of Credit, for the period from 
and including the day such standby Letter of Credit is issued to but 
excluding the day such standby Letter of Credit expires, a letter of credit 
fee to the Agent for the benefit of the Lenders equal to the Applicable 
Margin (then in effect for LIBOR Loans), multiplied by the Letter of Credit 
Amount (such fee to be payable on the date of issuance);

		(d)	for each standby Letter of Credit, a fronting fee to the 
Agent for its benefit alone equal to .15% of the Letter of Credit Amount 
(such fee to be payable on date of issuance); and

		(e) from time to time, such additional fees and charges 
(including cable charges) as are generally associated with letters of 
credit, in accordance with the Agent's standard internal charge guidelines 
and the related Letter of Credit Request.

	(vi)	The Borrower agrees to the provisions in the Letter of Credit 
Request form; provided, however, that the terms of the Loan Documents shall 
take precedence if there is any inconsistency between the terms of the Loan 
Documents and the terms of said form.

	(vii)	The Borrower assumes all risks of the acts or omissions of any 
beneficiary or transferee of any Letter of Credit with respect to its use 
of such Letter of Credit.  Neither the Agent nor any Lender nor any of 
their respective officers or directors shall be liable or responsible for 
(i) the use that may be made of any Letter of Credit or any acts or 
omissions of any beneficiary or transferee in connection therewith; 
(ii) the validity, sufficiency or genuineness of documents, or of any 
endorsement thereof, even if such documents should prove to be in any or 
all respects invalid, insufficient, fraudulent or forged; (iii) in the 
absence of any gross negligence or willful misconduct by the Agent, payment 
by the Agent against presentation of documents that do not comply with the 
terms of any Letter of Credit, including failure of any documents to bear 
any reference or adequate reference to any Letter of Credit; or (iv) any 
other circumstance whatsoever in making or failing to make payment under 
any Letter of Credit.  In furtherance and not in limitation of the 
foregoing, the Agent may accept any document that appears on its face to be 
in order, without responsibility for further investigation, regardless of 
any notice or information to the contrary.

	2.3	Fees.  The Borrower agrees to pay to the Lenders an unused 
commitment fee to be shared among Lenders on the basis of their respective 
Revolving Commitment Percentages with respect to the Revolving Commitments 
for the period from and including the Closing Date to but excluding the 
Facility Termination Date, computed at the applicable percentage set forth 
below of the average daily aggregate amount of the Aggregate Available 
Commitment from time to time in effect, to be payable quarterly in arrears 
on each Payment Date and on the Facility Termination Date, commencing on 
the first such date to occur after the Closing Date.
									Commitment
		Leverage Ratio Level			    Fee   

			1						.200%
			2						.250%
			3						.250%
			4						.375%
			5						.375%

	2.4	Term Loans.

		(i)  Subject to the terms and conditions hereof, each Lender 
having a Term Commitment severally agrees to make a Term Loan to the 
Borrower on the Closing Date in a principal amount equal to the amount of 
the Term Commitment of such Lender.  Any Term Loan repaid or prepaid may 
not be reborrowed.

		(ii)  The Term Loan made by each Lender shall be evidenced by a 
Term Note, with appropriate insertions therein as to payee, date and 
principal amount, payable to the order of such Lender and representing the 
obligation of the Borrower to pay the aggregate unpaid principal amount of 
the Term Loan made by such Lender to the Borrower, with interest thereon as 
prescribed in Sections 2.7 and 2.8.  Each such Lender is hereby authorized 
(but not required) to record the date and amount of each payment or 
prepayment of principal of its Term Loan made to the Borrower, each 
continuation thereof, each conversion of all or a portion thereof to 
another Type and, in the case of LIBOR Loans, the length of each Interest 
Period with respect thereto, in the books and records of such Lender, and 
any such recordation shall constitute prima facie evidence of the accuracy 
of the information so recorded.  The failure of any Lender to make any such 
recordation or notation in the books and records of such Lender (or any 
error in such recordation or notation) shall not affect the obligations of 
the Borrower hereunder or under the Term Notes.  Each Term Note shall 
(a) be dated the Closing Date, (b) provide for the payment of interest in 
accordance with Sections 2.7 and 2.8 and (c) be stated to be payable in 
installments of principal in accordance with, and subject to the provisions 
of, Section 2.4(iv).

		(iii)  The Borrower shall give the Agent irrevocable written 
notice substantially in the form of Exhibit F hereto (which notice must be 
received by the Agent prior to 10:00 a.m., Los Angeles time, one Business 
Day prior to the Closing Date) requesting that the Lenders having a Term 
Commitment make the Terms Loans in accordance with their respective Term 
Loan Commitments on the Closing Date.  Upon receipt of such notice, the 
Agent shall promptly notify each such Lender thereof not later than 11:00 
a.m., Los Angeles time, on the date of receipt of such notice.  Not later 
than 1:00 p.m., Los Angeles time, on the Closing Date each such Lender 
shall make available to the Agent at its office specified in Section 13.1 
the amount of such Lender's aggregate Term Commitment in immediately 
available funds.  The notice pursuant to this Section shall be irrevocable 
and binding on the Borrower.  The Agent may, in the absence of notification 
from any Lender having a Term Commitment that such Lender has not made its 
pro rata share available to the Agent, on such date, credit the account of 
the Borrower on the books of such office or the Agent with the aggregate 
among such Term Loans.

		(iv)  On each reduction date set forth in this Section, the 
Borrower shall on a pro rata basis repay the principal of the Term Notes in 
an aggregate amount equal to the amount set forth below (subject to 
Sections 2.16 and 2.17) (each such amount a "Reduction Installment"):

        	April 30, 1998, July 31, 1998, October
	 31, 1998 and January 31, 1999		$1,125,000.00

	April 30, 1999, July 31, 1999, October
	 31, 1999 and January 31, 2000		$1,125,000.00

	April 30, 2000, July 31, 2000, October
	 31, 2000 and January 31, 2001		$1,500,000.00

	April 30, 2001, July 31, 2001, October
	 31, 2001 and January 31, 2002		$1,875,000.00

	April 30, 2002, July 31, 2002, October
	 31, 2002 and January 30, 2003		$1,875,000.00


; provided, that the final Reduction Installment paid shall be in an amount 
equal to all amounts owed by the Borrower on the Term Notes.

	All outstanding Term Loans shall be due and payable, to the extent 
not previously paid in accordance with the terms hereof, on the Facility 
Termination Date.

	2.5  Types of Loans.  The Loans may from time to time be (i) LIBOR 
Loans, (ii) Base Rate Loans or (iii) a combination thereof, as determined 
by the Borrower and notified to the Agent in accordance with Section 2.6.  
Notwithstanding the foregoing, the initial Loans made on the Closing Date 
shall be made as Base Rate Loans and shall be subject to conversion to 
LIBOR Loans pursuant to Section 2.6.  Each Lender may make or maintain its 
Loans to the Borrower by or through any Applicable Lending Office.  At no 
time shall more than ten Advances be outstanding.

	2.6  Voluntary Conversion of Advances.  The Borrower may on any 
Business Day, upon written notice given to the Agent not later than 12:00 
noon, Los Angeles time, on the third Business Day before the date of the 
proposed conversion and subject to the provisions of Section 2.5, convert 
any Advance into an Advance of another Type; provided, however, that, with 
respect to a conversion from a LIBOR Loan into a Base Rate Loan, any such 
conversion shall be made on, and only on, the last day of the Interest 
Period for such Loan.  Each such notice of a conversion shall, within the 
restrictions specified above, specify (i) the Loan to be converted, (ii) 
the type of Loan into which such Loan is to be converted and (iii) the 
requested date for such conversion.  Upon receipt of any such notice the 
Agent shall promptly notify each Lender thereof.  Any part of outstanding 
LIBOR Loans and Base Rate Loans may be converted as provided herein, 
provided (a) no Loan may be converted into a LIBOR Loan after the date that 
is one month prior to the Facility Termination Date and (b) the Borrower 
shall not have the right to continue or convert to a LIBOR Loan if a 
Default shall have occurred and be continuing.  However, if the Borrower 
shall fail to give any required notices described above in this Section or 
if such continuation is not permitted pursuant to the preceding sentence, 
such Loans shall be automatically converted to Base Rate Loans on the last 
day of such then-expiring Interest Period.

	2.7	Interest.  A Base Rate Loan shall bear interest on the 
outstanding principal amount thereof, for each day from and including the 
date such Loan is made or is converted from a LIBOR Loan into a Base Rate 
Loan pursuant to Section 2.6 to (but not including) the date it becomes due 
or is converted into a LIBOR Loan pursuant to Section 2.6 hereof, at a rate 
per annum equal to the Base Rate for such day.  Changes in the rate of 
interest on any Loan maintained as a Base Rate Loan will take effect 
simultaneously with each change in the Corporate Base Rate.  Each LIBOR 
Loan shall bear interest from and including the first day of the Interest 
Period applicable thereto to (but not including) the last day of such 
Interest Period at the LIBOR Rate determined as applicable to such LIBOR 
Loan.

	For purposes of determining the Applicable Margin for all Loans, 
interest rates on the Loans shall be calculated on the basis of the Total 
Debt Ratio set forth in the most recent certificate of an Authorized 
Officer of the Borrower delivered pursuant to Section 6.1(v) (a "Leverage 
Ratio Level Certificate").  For accrued and unpaid interest only (no 
changes being made for interest payments previously made), changes in 
interest rates on the Loans attributable to changes in the Applicable 
Margin caused by changes in the applicable Leverage Ratio Level shall be 
calculated upon the delivery of a Leverage Ratio Level Certificate and such 
change shall be effective (y) in the case of a Base Rate Loan, on the day 
subsequent to the delivery of the Leverage Ratio Level Certificate and (z) 
in the case of a LIBOR Loan, from the first day of the Interest Period 
applicable to such LIBOR Loans subsequent to the delivery of the Leverage 
Ratio Level Certificate.  If, for any reason, the Borrower shall fail to 
deliver a Leverage Ratio Level Certificate when due in accordance with 
Section 6.1(v), and such failure shall continue for a period of twenty 
days, the Leverage Ratio Level shall be deemed to be Level 5, retroactive 
to the date on which the Borrower should have delivered such Leverage Ratio 
Level Certificate and shall continue until a Leverage Ratio Level 
Certificate indicating a different Leverage Ratio Level is delivered to the 
Agent.  Notwithstanding the foregoing, LIBOR Loans shall accrue interest at 
the Applicable Margin for Leverage Level 2 from the Closing Date until five 
Business Days after the Agent has received the Borrower's annual financial 
statements and Compliance Certificate for the fiscal period ended April 30, 
1998.

	2.8	Rates Applicable After Default.  Notwithstanding anything to 
the contrary contained in Section 2.5 or 2.6, during the continuance of an 
Event of Default no Loan may be made as, converted into or continued as a 
LIBOR Loan.  During the continuance of an Event of Default each Loan shall 
bear interest at a rate per annum equal to the Base Rate otherwise 
applicable to the Base Rate Loan plus 3% per annum.  All such interest 
shall be payable on demand of the Agent.

	2.9	Method of Payment.  All payments of the Obligations hereunder 
shall be made, without setoff, deduction, or counterclaim, in immediately 
available funds to the Agent at the Agent's address specified pursuant to 
Article 13, or at any other Applicable Lending Office of the Agent 
specified in writing by the Agent to the Borrower, by 12:00 noon, Los 
Angeles time, on the date when due and shall be applied ratably by the 
Agent among the Lenders.  Each payment delivered to the Agent for the 
account of any Lender shall be delivered promptly by the Agent to such 
Lender in the same type of funds that the Agent received at its address 
specified pursuant to Article 13 or at any Applicable Lending Office 
specified in a notice received by the Agent from such Lender.  The Agent is 
hereby authorized (but not obligated) to charge the account of the Borrower 
maintained with UBOC for each payment of principal, interest and fees as it 
becomes due hereunder.

	2.10	Telephonic Notices.  The Borrower hereby authorizes the Lenders 
and the Agent to convert or continue Loans and effect selections of Types 
of Loans based on telephonic notices made by any person or persons the 
Agent or any Lender in good faith believes to be acting on behalf of the 
Borrower.  The Borrower agrees to deliver promptly to the Agent a written 
confirmation, if such confirmation is requested by the Agent or any Lender, 
of each telephonic notice signed by an Authorized Officer.  If the written 
confirmation differs in any material respect from the action taken by the 
Agent and the Lenders, the records of the Agent and the Lenders shall 
govern absent manifest error.

	2.11	Interest Payment Dates; Interest and Fee Basis.  Interest 
accrued on each Base Rate Loan shall be payable on each Payment Date, 
commencing with the first such date to occur after the date hereof, on any 
date on which a Base Rate Loan is prepaid, whether due to acceleration or 
otherwise, and at maturity.  Interest accrued on that portion of the 
outstanding principal amount of any Base Rate Loan converted into a LIBOR 
Loan on a day other than a Payment Date shall be payable on the date of 
conversion.  Interest accrued on each LIBOR Loan shall be payable on the 
last day of its applicable Interest Period, on any date on which the LIBOR 
Loan is prepaid, whether by acceleration or otherwise, and at maturity.  
Interest accrued on each LIBOR Loan having an Interest Period longer than 
three months shall also be payable on the last day of each three-month 
interval during such Interest Period.  

	Interest on Loans and commitment fees shall be calculated for actual 
days elapsed on the basis of a 360-day year.  Interest shall be payable for 
the day a Loan is made but not for the day of any payment on the amount 
paid if payment is received prior to 2:00 p.m., Los Angeles time, at the 
place of payment.  Whenever any payment to be made hereunder shall be 
stated to be due on a day that is not a Business Day, such payment shall be 
made on the next succeeding Business Day, and such extension of time shall 
in such case be included in the computation of payment of interest; 
provided, however, that, if such extension would cause any payment of 
interest on or principal of any LIBOR Loan to be made in the next following 
calendar month, then such payment shall instead be made on the next 
preceding Business Day, and such shortened time shall in such case be used 
in the computation of payment of interest.  Each determination by the Bank 
of an interest rate hereunder shall be conclusive and binding for all 
purposes, absent manifest error.

	2.12	Notification of Loan, Interest Rates, Prepayments and 
Commitment Reductions.  Promptly after receipt thereof, the Agent will 
notify each Lender of the contents of a borrowing notice, 
Conversion/Continuation Notice and repayment notice received by it 
hereunder.  The Agent will notify each Lender of the interest rate 
applicable to each LIBOR Loan promptly upon determination of such interest 
rate and will give each Lender prompt notice of each change in the 
Corporate Base Rate.

	Each determination of an interest rate by the Agent pursuant to any 
provision of this Agreement shall be conclusive and binding on the Borrower 
and the Lenders in the absence of manifest error.

	2.13	Applicable Lending Offices.  Each Lender may book its Loans at 
any Applicable Lending Office selected by such Lender and may change its 
Applicable Lending Office from time to time.  All terms of this Agreement 
shall apply to any such Applicable Lending Office and the Notes shall be 
deemed held by each Lender for the benefit of such Applicable Lending 
Office.  Each Lender may, by written or telex notice to the Agent and the 
Borrower, designate an Applicable Lending Office through which the Loans 
will be made by it and for whose account Loan payments are to be made.

	2.14	Non-Receipt of Funds by the Agent.  Unless the Borrower or a 
Lender, as the case may be, notifies the Agent prior to the date on which 
it is scheduled to make payment to the Agent of (i) in the case of a 
Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a 
payment of principal, interest or fees to the Agent for the account of the 
Lenders, that it does not intend to make such payment, the Agent may assume 
that such payment has been made.  The Agent may, but shall not be obligated 
to, make the amount of such payment available to the intended recipient in 
reliance upon such assumption.  If such Lender or the Borrower, as the case 
may be, has not in fact made such payment to the Agent, the recipient of 
such payment shall, on demand by the Agent, repay to the Agent the amount 
so made available together with interest thereon in respect of each day 
during the period commencing on the date such amount was so made available 
by the Agent until the date the Agent recovers such amount at a rate per 
annum equal to (a) in the case of payment by a Lender, the Federal Funds 
Effective Rate for such day or (b) in the case of payment by the Borrower, 
the interest rate applicable to the relevant Loan.

	2.15	Withholding Tax Exemption. At least five Business Days prior to 
the first date on which interest or fees are payable hereunder for the 
account of any Lender, each Lender that is not incorporated under the laws 
of the United States of America, or a state thereof, agrees that it will 
deliver to each of the Borrower and the Agent two duly completed copies of 
United States Internal Revenue Service Form 1001 or 4224, certifying in 
either case that such Lender is entitled to receive payments under this 
Agreement and the Notes without deduction or withholding of any United 
States federal income taxes.  Each Lender which so delivers a Form 1001 or 
4224 further undertakes to deliver to each of the Borrower and the Agent 
two additional copies of such form (or a successor form) on or before the 
date that such form expires (currently, three successive calendar years for 
Form 1001 and one calendar year for Form 4224) or becomes obsolete or after 
the occurrence of any event requiring a change in the most recent forms so 
delivered by it, and such amendments thereto or extensions or renewals 
thereof as may be reasonably requested by the Borrower or the Agent, in 
each case certifying that such Lender is entitled to receive payments under 
this Agreement and the Note without deduction or withholding of any United 
States federal income taxes, unless an event (including without limitation 
any change in treaty, law or regulation) has occurred prior to the date on 
which any such delivery would otherwise be required which renders all such 
forms inapplicable or which would prevent such Lender from duly completing 
and delivering any such form with respect to it and such Lender advises the 
Borrower and the Agent that it is not capable of receiving payments without 
any deduction or withholding of United States federal income tax.

	2.16	Optional Prepayments.  The Borrower may on the last day of any 
Interest Period with respect thereto, in the case of LIBOR Loans, or at any 
time and from time to time, in the case of Base Rate Loans, prepay the 
Loans, in whole or in part, without premium or penalty, upon at least three 
Business Days' irrevocable written notice, in the case of LIBOR Loans, and 
upon at least one Business Day's irrevocable written notice, in the case of 
Base Rate Loans, from the Borrower to the Agent, specifying the date and 
amount of prepayment and whether the prepayment is of LIBOR Loans, Base 
Loans or a combination thereof, and, if a combination thereof, the amount 
allocable to each.  Upon receipt of any such notice from the Borrower, the 
Agent shall promptly notify each Lender thereof.  If any such notice is 
given, the amount specified in such notice shall be due and payable by the 
Borrower on the date specified therein, together with accrued interest to 
such date on the amount prepaid.  Partial prepayments of Loans shall be in 
an aggregate principal amount of $1,000,000 or an integral multiple 
thereof.  Partial prepayments of Term Loans made on a day other than a day 
specified in Section 2.4(iv) or any payment made on such day in excess of 
the Reduction Installment specified therein shall be applied pro rata to 
each Reduction Installment remaining as of the date of such prepayment or 
payment.

	2.17	Mandatory Prepayments.  On the day of receipt by the Borrower 
of any Net Proceeds with respect to an asset disposition or an issuance of 
equity or debt securities of the Borrower or any of its Subsidiaries, the 
Borrower shall prepay the Loans with 75% of Net Proceeds from the issuance 
of equity and asset dispositions and 100% of the Net Proceeds from the 
issuance of debt securities as follows:  Prepayment shall first be applied 
to each Term Loan Reduction Installment on a pro rata basis and, when the 
Term Loan is paid in full, shall be applied to outstanding Revolving Loans. 
 Prepayments of Revolving Loans with Net Proceeds from asset dispositions 
shall also result in a permanent reduction of the Aggregate Revolving 
Commitment by an amount equal to such prepayment amounts.

	2.18	Commitment Obligations.  Neither the Agent nor any Lender shall 
be responsible for the obligation or Available Commitment of any other 
Lender hereunder, nor will the failure of any Lender to comply with the 
terms of this Agreement relieve any other Lender or the Borrower of its 
obligations under this Agreement and the Notes.  Nothing herein shall be 
deemed to relieve any Lender from its obligation to fulfill its Commitments 
hereunder or to prejudice any rights which the Borrower may have against 
any Lender as a result of any default by such Lender hereunder.

	2.19  Commitment Termination.  The Revolving Commitment of each 
Lender and the Aggregate Revolving Commitment shall terminate on the 
Facility Termination Date.

	2.20  Required Payments.  The outstanding Loans and all other unpaid 
Obligations shall be paid in full by the Borrower on the Facility 
Termination Date.


	ARTICLE 3

	CHANGE IN CIRCUMSTANCES


	3.1	Yield Protection.

	(i)	If any repayment of principal of, or conversion of, any LIBOR 
Loan is made other than on the last day of an Interest Period therefor, as 
a result of a prepayment, payment or conversion, or an acceleration of the 
maturity of the Loan pursuant to Section 8, or for any other reason, or if 
the Borrower shall fail to borrow a LIBOR Loan after requesting one, then 
the Borrower shall, upon demand by the Agent pay to the Lenders any amounts 
required to compensate them for any additional losses, costs or expenses 
that they may reasonably incur as a result of such repayment, conversion or 
failure to borrow, including any loss (including loss of anticipated 
profits), cost or expense incurred by reason of the liquidation or 
reemployment of deposits or other funds acquired by a Lender to fund or 
maintain such LIBOR Loan.

	(ii)	If, due to either (a) the introduction of or any change in or 
in the interpretation of any Governmental Rule or (b) the compliance by the 
Lenders with any Governmental Rule (whether or not having the force of 
law), there is any increase in the cost to the Lenders of agreeing to make, 
making, funding or maintaining any LIBOR Loan, then the Borrower shall from 
time to time, upon written demand by the Agent, pay to the Agent additional 
amounts sufficient to compensate the Lenders for such increased cost.  A 
certificate as to the amount of such increased cost, submitted to the 
Borrower by the Agent, shall be conclusive and binding for all purposes, 
absent manifest error.

	(iii)  Notwithstanding any other provision of this Agreement, if the 
introduction of or any change in or in the interpretation of any 
Governmental Rule makes it unlawful, or any Governmental Person asserts 
that it is unlawful, for any Lender to perform its obligations hereunder to 
make LIBOR Loans or to continue to fund or maintain LIBOR Loans hereunder, 
then, on notice thereof and demand therefor by the Agent to the Borrower, 
(a) the obligation of such Lender to make LIBOR Loans and to convert Base 
Rate Loans into LIBOR Loans shall terminate and (b) the Borrower shall 
forthwith prepay in full all LIBOR Loans then outstanding, together with 
interest accrued thereon, unless the Borrower, within five Business Days of 
such notice and demand, converts all LIBOR Loans then outstanding into Base 
Rate Loans in accordance with Section 2.6.

	(iv)  If, with respect to any LIBOR Loan, the Agent notifies the 
Borrower that LIBOR for such Loan will not adequately reflect the cost to 
one or more Lenders (as determined by such Lender(s) in good faith on the 
basis of market conditions then in effect) of making, funding or 
maintaining such Loan, then (a) such Loan will automatically, on the last 
day of the then existing Interest Period therefor, convert into a Base Rate 
Loan and (b) the obligation of the affected Lender to make, or to convert 
Base Rate Loans into LIBOR Loans shall be suspended until the Agent 
notifies the Borrower that the circumstances causing such suspension no 
longer exist.

	3.2	Taxes.  All payments by or on behalf of the Borrower hereunder 
shall be made without set-off or counterclaim and in such amounts as may be 
necessary in order that all such payments (after deduction or withholding 
for or on account of any present or future taxes, levies, imposts, duties 
or other charges of whatsoever nature imposed by any Governmental Person, 
other than any tax on or measured by the overall net income of the Agent or 
a Lender pursuant to the income tax laws of the United States, the 
jurisdiction where the Agent's or such Lender's principal office is located 
or any political subdivision thereof (collectively, the "Taxes")) shall not 
be less than the amounts otherwise specified to be paid hereunder.  A 
certificate as to any additional amounts payable to the Agent or a Lender 
hereunder submitted to the Borrower by the Agent shall show in reasonable 
detail the amount payable to the Agent or a Lender and the calculations 
used to determine in good faith such amount and shall be conclusive absent 
manifest error.  Any amounts payable by the Borrower hereunder with respect 
to past payments shall be due within ten days following receipt by the 
Borrower of such certificate from the Agent; and such amounts payable with 
respect to future payments shall be due concurrently with such future 
payments.  With respect to each deduction or withholding for or on account 
of any Taxes, the Borrower shall promptly furnish to the Agent such 
certificates, receipts and other documents as may be required (in the 
reasonable judgment of the Agent) to establish any tax credit to which a 
Lender may be entitled.  The agreements and obligations of the Borrower 
under this paragraph shall survive the payment in full of the Loans.


	ARTICLE 4

	CONDITIONS PRECEDENT

	4.1	Initial Loan or Letter of Credit.  The Lenders shall not be 
required to make their initial Loans or participate in the initial Letter 
of Credit hereunder unless the Borrower has furnished to the Agent:

	      (i)  this Agreement and the Notes, duly executed by the 
Borrower;

	     (ii)  the Guaranties, duly executed by each Guarantor;

	    (iii)  Articles of Incorporation and Bylaws of the Borrower and 
each Guarantor certified by the Secretary of State of the relevant state of 
incorporation;

	     (iv)  Resolutions of the Board of Directors of the Borrower and 
of the executive officers of each Guarantor approving the execution, 
delivery and performance by the Borrower and each Guarantor, of the Loan 
Documents to which the Borrower and each Guarantor is a party, certified by 
the Secretary of the Borrower and each Guarantor to be true and correct and 
in full force and effect;

	      (v)  an Incumbency Certificate of the Borrower and each 
Guarantor;

	     (vi)  evidence that all amounts outstanding under the Prior Loan 
Agreement have been paid in full and that such agreement has been 
terminated;

	    (vii)  all fees and expenses to be paid on the Closing Date 
(including, but not limited to, amounts due to UBOC in reimbursement of 
costs and expenses under the Prior Loan Agreement);

	   (viii)  no statute, rule, regulation, order, decree or preliminary 
or permanent injunction of any court or administrative agency or, to the 
best knowledge of the Borrower, any such action threatened by any Person, 
shall be in effect that prohibits the Lenders from consummating the 
transactions contemplated by this Agreement and the other Loan Documents;

	     (ix)  copies of the Borrower's consolidated audited financial 
statements for the period ending February 3, 1997, together with any 
management letter prepared by the accountants, unaudited financial 
statements for the period ending November 1, 1997 and a plan, forecast and 
budget containing the information specified in Section 6.1(iv) with respect 
to fiscal year 1998;

	     (x)	evidence satisfactory to the Agent that there shall have 
been no material adverse change to the syndication markets for credit 
facilities similar to this Agreement and there shall not have occurred and 
be continuing a material disruption of or material adverse change in 
financial, banking or capital markets which would have an adverse effect on 
such syndication market, as determined by the Agent in its sole discretion;

	    (xi)	evidence satisfactory to the Agent that all intercompany 
Debt has been subordinated to the obligations of the Borrower hereunder; 
and

	   (xii)	such other documents, instruments and opinions as the 
Agent or its counsel may have reasonably requested.

	4.2	All Loans.  The Lenders shall not be required to make any Loan 
(including the initial Loan) hereunder unless the Borrower has furnished to 
the Agent with sufficient copies for the Lenders:

		(i)	a duly completed certificate executed by an Authorized 
Officer of the Borrower certifying that:

			(a)	there exists no Default or Event of Default;

			(b)	the representations and warranties contained in 
Article 5 hereof are true and correct as of the Borrowing Date except 
to the extent any such representation or warranty is stated to relate 
solely to an earlier date, in which case such representation or 
warranty shall be true and correct on and as of such earlier date; 
and

			(c)	no event has occurred, or condition exists, which 
could have a Material Adverse Effect.

		(ii)	 in the case where Loan proceeds are to be used for an 
Acquisition and such Acquisition will result in the Borrower being required 
to file an SEC Report, executed copies of each of the Acquisition 
Documents, certified by an Authorized Officer, together with the other 
documents required by Section 6.14;

		(iii)  in the case where Loan proceeds are to be used for an 
Acquisition, evidence satisfactory to the Agent that the Acquisition 
contemplated by the relevant Acquisition Documents will immediately be 
consummated upon the funding of the Loan; and

		(iv)	 such other documents as the Agent or its counsel may 
have reasonably requested.

	4.3	All Letters of Credit.  The Agent shall not be required to 
issue any Letter of Credit and the Lenders shall not be required to 
participate in any Letter of Credit (including the initial Letter of 
Credit) hereunder unless the Borrower has furnished to the Agent with 
sufficient copies for the Lenders:

		(i)  a completed Letter of Credit Request with regard to each 
such Letter of Credit;  

		(ii)	 all fees to be paid to the Agent in connection with each 
Letter of Credit shall have been paid; and

		(iii)  such other documents as the Agent, any Lender or its 
respective counsel may have reasonably requested.

	Any Letter of Credit Request delivered to the Agent shall be deemed a 
representation and warranty to the Agent and the Lenders that:

		(i)  there exists no Default or Event of Default;

		(ii)  the representations and warranties contained in Article 5 
hereof are true and correct as of the issuance date of each Letter of 
Credit except to the extent any such representation or warranty is stated 
to relate solely to an earlier date, in which case such representation or 
warranty shall be true and correct on and as of such earlier date; and

		(iii)  no event has occurred, or condition exists, which could 
have a Material Adverse Effect.  


	ARTICLE 5

	REPRESENTATIONS AND WARRANTIES

	The Borrower represents and warrants to the Lenders that:

	5.1	Authorization.  The execution, delivery and performance by the 
Borrower of the Loan Documents to which the Borrower is a party are within 
the Borrower's corporate powers, have been duly authorized by all necessary 
corporate action and do not contravene any applicable law, rule, regulation 
or order or any contractual restriction binding on or affecting the 
Borrower or its Subsidiaries.

	5.2	Governmental Action.  No authorization, approval or other 
action by, or notice to or filing with, any Governmental Person is required 
for the due execution, delivery and performance by the Borrower of the Loan 
Documents to which the Borrower is a party.

	5.3	Enforceability.  Each Loan Document to which the Borrower is a 
party is the legal, valid and binding obligation of the Borrower, 
enforceable against the Borrower in accordance with its terms, except as 
the enforceability thereof may be limited by bankruptcy, insolvency, 
reorganization, moratorium or other similar laws affecting creditors' 
rights generally.

	5.4	Use of Proceeds.  The Borrower will use the proceeds of the 
Term Loans solely for the repayment of amounts outstanding under the Prior 
Loan Agreement and to refinance costs incurred in connection with certain 
Acquisitions and conversions of stores.  The Borrower will use the proceeds 
of the Revolving Loans solely (i) to make permitted Acquisitions, (ii) to 
make permitted Capital Expenditures, (iii) for working capital purposes, 
(iv) to make bridge loans permitted hereunder to Canadian Petcetera 
Warehouse Inc. and (v) general corporate purposes.  The Borrower will use 
the Letters of Credit solely for the purposes set forth in Section 2.2(i). 
 No action has been taken or is currently planned by the Borrower, or any 
agent acting on its behalf, which would cause this Agreement or the Notes 
to violate Regulation U or any other regulation of the Board of Governors 
of the Federal Reserve System or to violate the Securities and Exchange Act 
of 1934, in each case as in effect now or as the same may hereafter be in 
effect.  The Borrower is not engaged in the business of extending credit 
for the purpose of purchasing or carrying margin stock as one of its 
important activities and none of the proceeds of the Loans or Letters of 
Credit will be used directly or indirectly for such purpose.

	5.5	Litigation.  There is no litigation, tax claim, proceeding, 
arbitration or dispute pending, or, to the best knowledge of the Borrower, 
threatened against or affecting the Borrower or its Property, an adverse 
determination in which could have a Material Adverse Effect.

	5.6	Financial Statements.  The consolidated financial statements of 
the Borrower dated February 3, 1997 and November 1 , 1997, copies of which 
have been delivered to the Lenders, fairly and accurately reflect the 
financial condition of the Borrower and its Subsidiaries as of such date, 
and since such date there has been no Material Adverse Effect.

	5.7	Taxes.  The Borrower and each Subsidiary has filed all tax 
returns and reports required to be filed and has paid all applicable 
federal, state and local franchise and income taxes which are due and 
payable.

	5.8	Subsidiaries.  Schedule 2 hereto contains an accurate list of 
(i) all of the presently existing Subsidiaries of the Borrower, setting 
forth their respective jurisdictions of incorporation or organization and 
the percentage of their respective capital stock or ownership interests 
owned by the Borrower or other Subsidiaries, and (ii) all shareholder 
agreements, management agreements and similar agreements executed in 
connection therewith.  All of the issued and outstanding shares of capital 
stock of such Subsidiaries have been duly authorized and issued and are 
fully paid and non-assessable.

	5.9	ERISA.  The Unfunded Liabilities do not in the aggregate exceed 
$1,000,000.  Each Single Employer Plan complies in all material respects 
with all applicable requirements of law and regulations, except to the 
extent that the failure to comply therewith does not have a Material 
Adverse Effect.  No Reportable Event has occurred with respect to any 
Single Employer Plan, except to the extent that such Reportable Event has 
no Material Adverse Effect.  Neither the Borrower nor any Subsidiary (a) is 
a party to any Multiemployer Plan or (b) has withdrawn from any 
Multiemployer Plan, except to the extent such actions do not have a 
Material Adverse Effect.

	5.10	Accuracy of Information.  No information, exhibit or report 
furnished by the Borrower or any of its Subsidiaries to the Agent or to any 
Lender in connection with the negotiation of, or compliance with, the Loan 
Documents contained any material misstatement of fact or omitted to state a 
material fact or any fact necessary to make the statements contained 
therein not misleading in any material respect.

	5.11	Organization and Existence.  The Borrower is duly organized, 
validly existing and in good standing under the laws of the State of 
Delaware and it has the corporate power and authority, and the legal right, 
to own and operate its Properties and to conduct the business in which it 
is currently engaged and in which it proposes to be engaged after the 
Closing Date and is duly qualified as a foreign entity 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 
except to the extent that the failure to comply thereunder could not, in 
the aggregate, reasonably be expected to have a Material Adverse Effect and 
is in compliance with all Requirements of Law except to the extent that the 
failure to comply therewith could not, in the aggregate, reasonably be 
expected to have a Material Adverse Effect.

	5.12	Consents.  No consent or authorization of, or filing with or 
other act by or in respect of, any Governmental Authority, or any other 
Person is required in connection with the Loans hereunder or with the 
execution, delivery, performance, validity or enforceability of this 
Agreement, the Notes or the other Loan Documents.  The execution, delivery 
and performance of this Agreement, the Notes and the other Loan Documents, 
the Loans, the Letters of Credit and the use of the proceeds thereof will 
not violate any Requirement of Law or contractual obligations of the 
Borrower or any of its Subsidiaries which could be reasonably expected to 
have a Material Adverse Effect and will not result in, or require, the 
creation or imposition of any Lien on any of its or their respective 
Properties or revenues pursuant to any such Requirement of Law or 
contractual obligation, except pursuant to the Loan Documents or otherwise 
as permitted hereunder, which Lien could reasonably be expected to have a 
Material Adverse Effect.

	5.13	Intellectual Property.  The Borrower and each of its 
Subsidiaries owns, or is licensed to use, all trademarks, tradenames, 
patents, copyrights, material permits, licenses or other intangibles 
necessary for the conduct of its business as currently conducted, except to 
the extent that the failure to own or license such property could not 
reasonably be expected to have a Material Adverse Effect.

	5.14	Default.  There exists no Default or Event of Default.

	5.15	Nature of Business.  Neither the Borrower nor any of its 
Subsidiaries is engaged in any material business other than the ownership 
and operation of pet food and supply retail stores and the manufacture or 
procurement of pet food and supplies.

	5.16	Ranking of Loans.  This Agreement and the other Loan Documents 
to which the Borrower is a party, when executed, and the Loans, when 
borrowed are and will be the direct and general obligations of the 
Borrower.  The Borrower's obligations hereunder and thereunder will rank at 
least pari passu in priority of payment with all other senior Debt, except 
to the extent otherwise permitted hereunder.

	5.17	Compliance with Laws.  The Borrower and each of its 
Subsidiaries is in compliance with all Governmental Rules except to the 
extent that the failure to comply therewith could not, in the aggregate, 
reasonably be expected to have a Material Adverse Effect.

	5.18	Investment Company Acts; Other Regulations.  Neither the 
Borrower nor any of its Subsidiaries is an "investment company," or a 
company "controlled" by an "investment company," within the meaning of the 
Investment Company Act of 1940, as amended.

	5.19	Environmental Matters.  The Borrower and its Subsidiaries are 
in compliance in all material respects with all applicable environmental 
laws, and there is no contamination at, under or about any of their 
respective Properties, or violation of any environmental law with respect 
to any of their respective Properties or the business conducted at any of 
their respective Properties which involves a matter or matters which has 
caused or reasonably likely to cause a Material Adverse Effect.

	5.20	Title.  Except for assets which may have been disposed of in 
the ordinary course of business, the Borrower has good and marketable title 
to all of the property reflected in its financial statements delivered to 
the Lenders, to all property acquired by the Borrower since the date of 
said financial statements and to all property necessary for the conduct of 
its business, free and clear of all Liens, encumbrances, security interests 
and adverse claims except (a) those specifically referred to in said 
financial statements, (b) those permitted by Section 6.22 hereof and (c) 
those that could not, in the aggregate, reasonably be expected to have a 
Material Adverse Effect.

	5.21	Solvency.  Immediately prior to and upon execution of this 
Agreement and the funding of the Loans and the issuance of any Letters of 
Credit, the Borrower was, is and will be Solvent.


	ARTICLE 6

	COVENANTS


	During the term of this Agreement, unless the Required Lenders shall 
otherwise consent in writing:

	6.1	Financial Reporting.  The Borrower will maintain, for itself 
and each Subsidiary, a system of accounting established and administered in 
accordance with Agreement Accounting Principles, and furnish to the 
Lenders:

	   (i)	As soon as available and in any event within 45 days 
after the end of each quarterly fiscal period of each 
fiscal year of the Borrower (except the last fiscal 
quarter), consolidated statements of income, retained 
earnings and cash flow of the Borrower and its 
consolidated Subsidiaries for such period and for the 
period from the beginning of the respective fiscal year 
to the end of such period, and the related consolidated 
balance sheets of the Borrower and its consolidated 
Subsidiaries as at the end of such period, setting forth 
in each case in comparative form the corresponding 
consolidated figures for the corresponding period in the 
preceding fiscal year, accompanied by a certificate of an 
Authorized Officer of the Borrower, which certificate 
shall state that those consolidated financial statements 
fairly present the consolidated financial condition and 
results of operations of the Borrower and its 
consolidated Subsidiaries, in each case in accordance 
with Agreement Accounting Principles, consistently 
applied, as at the end of, and for, such period (subject 
to normally recurring audit adjustments).

	  (ii)	As soon as available and in any event within 90 days 
after the end of each fiscal year of the Borrower, 
consolidated statements of income, retained earnings and 
cash flow of the Borrower and its consolidated 
Subsidiaries for such fiscal year and the related 
consolidated balance sheets of the Borrower and its 
consolidated Subsidiaries as at the end of such fiscal 
year, setting forth in each case in comparative form the 
corresponding consolidated figures for the preceding 
fiscal year, and accompanied, in the case of those 
consolidated statements and balance sheet of the 
Borrower, by a unqualified opinion of independent 
certified public accountants of recognized national 
standing, which opinion shall state that those 
consolidated financial statements fairly present the 
consolidated financial condition and results of 
operations of the Borrower and its consolidated 
Subsidiaries as at the end of, and for, such fiscal year 
in accordance with Agreement Accounting Principles, 
consistently applied.

	(iii)	Promptly upon the filing thereof, copies of all registration 
statements and annual, quarterly, monthly or other 
regular reports or statutory statements which the 
Borrower or any of its Subsidiaries files with the SEC or 
any insurance or regulatory agency.

	  (iv)	As soon as available, but in any event no later than 45 
days subsequent to the beginning of each fiscal year of 
the Borrower, based on the best information then 
currently available, a copy of the plan and forecast 
(including a projected consolidated balance sheet, income 
statement, funds flow statement and a budget for Capital 
Expenditures), prepared on a quarterly format basis, of 
the Borrower and its Subsidiaries for such fiscal year.

	   (v)	Together with the financial statements required in 
Section 6.1(i) and (ii) (commencing with the fiscal 
period ending April 30, 1998), a compliance certificate 
in substantially the form of Exhibit B hereto (a 
"Compliance Certificate") signed by an Authorized Officer 
showing the calculations necessary to determine 
compliance with this Agreement and stating that no 
Default or Event of Default exists, or if any Default or 
Event of Default exists, stating the nature and status 
thereof.

	  (vi)	As soon as possible, but in any event within 45 days 
after the end of each quarter (except the last fiscal 
quarter, in which case within 90 days after the end of 
such quarter), a Leverage Ratio Level Certificate in 
substantially the form of Exhibit D hereto signed by an 
Authorized Officer.

	 (vii)	As soon as possible and in any event within 10 days after 
the Borrower knows that any Reportable Event has occurred 
with respect to any Single Employer Plan, a statement, 
signed by an Authorized Officer, describing said 
Reportable Event and the action which the Borrower 
proposes to take with respect thereto.

	(viii)	As soon as possible and in any event within 10 days after 
receipt by the Borrower, a copy of (a) any notice or 
claim to the effect that the Borrower or any of its 
Subsidiaries is or may be liable to any Person as a 
result of the release by the Borrower, any of its 
Subsidiaries, or any other Person of any toxic or 
hazardous waste or substance into the environment, and 
(b) any notice alleging any violation of any federal, 
state or local environmental, health or safety law or 
regulation by the Borrower or any of its Subsidiaries, 
which, in either case, could have a Material Adverse 
Effect.

	  (ix)	Promptly upon the furnishing thereof to the shareholders 
of the Borrower, copies of all financial statements, 
reports and proxy statements so furnished.

	  (x)	Such other information (including non-financial information) as 
the Agent may from time to time reasonably request.

	6.2	Use of Proceeds.  The Borrower will use the proceeds of the 
Term Loans solely for the repayment of amounts outstanding under the Prior 
Loan Agreement and to refinance costs incurred in connection with certain 
Acquisitions and conversion of stores, and the proceeds of the Revolving 
Loans solely (i) to make permitted Acquisitions, (ii) to make permitted 
Capital Expenditures, (iii) for working capital purposes, (iv) to make 
bridge loans permitted hereunder to Canadian Petcetera Warehouse Inc. and 
(v) for general corporate purposes.  The Borrower will use the Letters of 
Credit only for the purposes specified in Section 2.2(i).  The Borrower 
will not, nor will it permit any Subsidiary to, use any of the proceeds of 
the Loans to purchase or carry any "margin stock" (as defined in 
Regulation U).

	6.3	Notice of Default.  The Borrower will, and will cause each 
Subsidiary to, give prompt (but in any case, within 5 Business Days) notice 
in writing to the Lenders of the occurrence of any Default or Event of 
Default and of any other development, financial or otherwise, which could 
have a Material Adverse Effect.

	6.4	Conduct of Business.  The Borrower will, and will cause each 
Subsidiary to, carry on and conduct its business in the pet food and supply 
business and related fields and to do all things necessary to remain in 
good standing in its jurisdiction of organization and maintain all 
requisite authority to conduct its business in each jurisdiction in which 
its business is conducted.  The Borrower shall not, and shall not permit 
any of its Subsidiaries to, make any material change in the nature of its 
business as presently conducted; provided that the foregoing shall not be 
construed as a limitation on Acquisitions permitted hereunder.

	6.5	Records.  The Borrower will, and will cause each Subsidiary to, 
keep adequate records and books of account, in which full and correct 
entries shall be made in accordance with Agreement Accounting Principles of 
all financial transactions of the Borrower, its Subsidiaries, their 
respective assets and their respective business.

	6.6	Insurance.  The Borrower will, and will cause each Subsidiary 
to, maintain insurance on all their Property in such amounts and covering 
such risks as is consistent with sound business practice, and the Borrower 
will furnish to any Lender upon request full information as to the 
insurance carried. 

	6.7	Compliance with Laws.  The Borrower will, and will cause each 
Subsidiary to, comply in all material respects with all applicable laws, 
rules, regulations and orders, such compliance to include, without 
limitation, paying before the same become delinquent, all taxes, 
assessments and governmental charges imposed upon it or upon its property, 
except such taxes, assessments and governmental charges as are being 
contested in good faith by appropriate proceedings and as to which 
appropriate reserves are maintained. 

	6.8	Maintenance of Properties.  The Borrower will, and will cause 
each Subsidiary to, do all things necessary to maintain, preserve, protect 
and keep its Property in good repair, working order and condition, and make 
all necessary and proper repairs, renewals and replacements so that its 
business carried on in connection therewith may be properly conducted at 
all times.

	6.9	Inspection.  At any reasonable time and from time to time upon 
reasonable notice, the Borrower will, and will cause each Subsidiary to, 
permit the Agent, by its respective representatives and agents, to inspect 
any of the Property, corporate books and financial records of the Borrower 
and each Subsidiary, to examine and make copies of the books of accounts 
and other financial records of the Borrower and each Subsidiary, and to 
discuss the affairs, finances and accounts of the Borrower and each 
Subsidiary with, and to be advised as to the same by, their respective 
officers at such reasonable times and intervals as the Lenders may 
designate.

	6.10	Debt.  The Borrower will not, nor will it permit any Subsidiary 
to, create, incur or suffer to exist any Debt, except:

	(i)  Debt of the Borrower under the Loan Documents;

	(ii)  Debt in existence on the date hereof, as set forth on Schedule 
3;

	(iii)  trade Debt incurred to acquire goods, supplies, and services 
and incurred in the ordinary course of business; and

	(iv)	Debt secured by Liens permitted pursuant to Section 6.22.

	6.11	Merger.  The Borrower will not, nor will it permit any 
Subsidiary to, enter into any merger, consolidation or amalgamation, or 
liquidate, wind up or dissolve itself (or suffer any liquidation or 
dissolution), or convey, sell, lease, assign, transfer or otherwise dispose 
of, all or substantially all of its property, business or assets; provided 
that the Borrower may merge or consolidate with another Person if (i) the 
Borrower is the surviving corporation, (ii) the Borrower will at all times 
be in pro forma compliance with all provisions of this Agreement subsequent 
to such merger or consolidation as long as either Loans or the Commitment 
is outstanding and (iii) the Borrower has filed the SEC Report (if required 
to do so by law).

	6.12	Sale of Assets.  The Borrower will not, nor will it permit any 
Subsidiary to, lease, sell or otherwise dispose of its Property, to any 
other Person except for (i) sales of inventory in the ordinary course of 
business and (ii) leases, sales or other dispositions of its Property that, 
together with all other Property of the Borrower and its Subsidiaries 
previously leased, sold or disposed of (other than inventory in the 
ordinary course of business) as permitted by this Section during the term 
of this Agreement do not require the Borrower to file an SEC Report; 
provided that the foregoing shall not be construed as prohibiting a 
transfer of assets from a Subsidiary to the Borrower or the merger of a 
Subsidiary into the Borrower.

	6.13	Sale of Accounts.  The Borrower will not, nor will it permit 
any Subsidiary to, sell or otherwise dispose of any notes receivable or 
accounts receivable, with or without recourse, except the Borrower or any 
Subsidiary may assign accounts receivable (previously expensed by the 
Borrower as bad debts) for collection, with or without recourse.

	6.14	Acquisitions.  The Borrower will not, nor will it permit any 
Subsidiary to, enter into any agreement, contract, binding commitment or 
other arrangement providing for any Acquisition, or take any action to 
solicit the tender of securities or proxies in respect thereof in order to 
effect any Acquisition, unless:

	(i)	the Person to be (or whose assets are to be) acquired does not 
oppose such Acquisition and the line or lines of business of the Person to 
be acquired are substantially the same as one or more line or lines of 
business conducted by the Borrower and its Subsidiaries,

    (ii)	no Default or Event of Default shall have occurred and be 
continuing either immediately prior to or immediately after giving effect 
to such Acquisition,

   (iii)	if any Acquisition would require the Borrower to file an SEC 
Report, the Borrower shall have furnished to the Agent (A) pro forma 
historical financial statements as of the end of the most recently 
completed fiscal year of the Borrower and most recent interim fiscal 
quarter, if applicable, giving effect to such Acquisition and (B) a 
Compliance Certificate prepared on a historical pro forma basis giving 
effect to such Acquisition, which certificate shall demonstrate that no 
Default or Event of Default would exist immediately after giving effect 
thereto (provided, however, that in each case if such information is not 
then available for such periods with respect to Borrower, any Subsidiary or 
the Person being acquired (or from whom assets are being acquired), then 
such statements may be based instead upon reasonable estimates made by 
Borrower as to the financial performance of such Persons for such periods) 
and

    (iv)	the Person acquired shall be a Subsidiary, or be merged into 
the Borrower or a Subsidiary, immediately upon consummation of the 
Acquisition (or if assets are being acquired, the acquiror shall be the 
Borrower or a Subsidiary).

	6.15	Affiliates.  The Borrower will not, and will not permit any 
Subsidiary to, enter into any transaction (including, without limitation, 
the purchase or sale of any Property or service) with, or make any payment 
or transfer to, any Affiliate except in the ordinary course of business and 
pursuant to the reasonable requirements of the Borrower's or such 
Subsidiary's business and upon fair and reasonable terms no less favorable 
to the Borrower or such Subsidiary than the Borrower or such Subsidiary 
would obtain in a comparable arms-length transaction; provided that the 
foregoing shall not be construed as prohibiting a transfer of assets from a 
Subsidiary to the Borrower or the merger of a Subsidiary into the Borrower. 
 

	6.16	ERISA.  The Borrower will not, and will not permit any 
Subsidiary to, become a party to any Multiemployer Plan.

	6.17	Capital Expenditures.  The Borrower will not, and will not 
permit any Subsidiary to, make or commit to make (by way of the acquisition 
of securities of a person or entity or otherwise) any Capital Expenditure, 
except for Capital Expenditures not exceeding (i) in fiscal year 1998, 
$65,000,000 in the aggregate, (ii) in fiscal year 1999, $55,000,000 in the 
aggregate, (iii) in fiscal year 2000, $55,000,000 in the aggregate, and 
(iv) in fiscal year 2001, $55,000,000 in the aggregate, and , with respect 
to each fiscal year specified in clauses (ii), (iii) and (iv) above,  an 
additional aggregate amount equal to the amount (if any) by which the 
actual Capital Expenditures in the immediately preceding fiscal year were 
less than those permitted under clauses (i), (ii) and (iii) above, as 
applicable.  Notwithstanding the foregoing, any Capital Expenditure made by 
a Person which is the subject of an Acquisition by the Borrower, prior to 
such Acquisition, shall not be included in determining compliance by the 
Borrower and its Subsidiaries with this Section.

	6.18	Total Debt Ratio.  The Borrower and its Subsidiaries on a 
consolidated basis shall not permit, as of the end of each fiscal quarter 
for the four consecutive fiscal quarters then ended, the Total Debt Ratio 
to be greater than (i) 2.50:1.00 with respect to any such four consecutive 
fiscal quarters ending prior to January 30, 2001 and (ii) 2.25:1.00 with 
respect to any such four consecutive fiscal quarters ending on or after 
January 30, 2001.  Notwithstanding the foregoing, EBITDA for the first 
quarterly measurement period shall be measured by the sum of EBITDA plus 
merger and non-recurring costs up to a maximum of $10,000,000 for the 
quarter ending April 30, 1998 multiplied by four.  For the second quarterly 
measurement period, EBITDA shall be measured by the sum of EBITDA for the 
quarters ending April 30, 1998 and July 31, 1998 plus merger and 
non-recurring costs up to a maximum of $20,000,000 multiplied by two.  For 
the third quarterly measurement period, EBITDA shall be measured by the sum 
of EBITDA for the quarters ending April 30, 1998, July 31, 1998 and 
October 31, 1998 plus merger and non-recurring costs of up to $20,000,000 
multiplied by 1.33.  For the quarter ending January 30, 1999, EBITDA shall 
be measured by the sum of EBITDA for the period of four consecutive fiscal 
quarters then ended plus merger and non-recurring costs up to a maximum of 
$20,000,000.  For the quarter ending April 30, 1999, EBITDA shall be 
measured by the sum of EBITDA for the period of four consecutive fiscal 
quarters then ended plus merger and non-recurring costs of up to 
$10,000,000.

	6.19	Payment of Obligations.  The Borrower and each Subsidiary will 
pay and discharge promptly all taxes, assessments and other governmental 
charges and claims levied or imposed upon it or its Property, or any part 
thereof, provided, however, that the Borrower and its Subsidiaries shall 
have the right in good faith to contest any such taxes, assessments, 
charges or claims and, pending the outcome of such contest, to delay or 
refuse payment thereof provided that adequately funded reserves are 
established by it to pay and discharge any such taxes assessments, charges 
and claims.

	6.20	Consolidated Net Worth.  The Borrower and its Subsidiaries 
shall at all times maintain Consolidated Net Worth, determined as of the 
end of each fiscal quarter, of not less than $160,000,000 plus 50% of 
cumulative Net Income for the period commencing on February 1, 1998 through 
the end of such fiscal quarter plus 75% of any Net Proceeds obtained from 
any public equity offering.  (In the event that the Borrower and its 
Subsidiaries have a consolidated net loss for any fiscal quarter, Net 
Income for purposes of this Section shall be deemed zero for such fiscal 
quarter).

	6.21  Restricted Junior Payments.  The Borrower shall not and shall 
not permit any Subsidiaries to declare or pay any dividends (other than 
dividends payable solely in common stock of the Borrower or its 
Subsidiaries and other than dividends payable by its Subsidiaries to the 
Borrower) on any shares of any class of capital stock of Borrower or its 
Subsidiaries or any warrants or options to purchase any such stock, whether 
now or hereafter outstanding. 

	6.22	Encumbrances and Liens.  The Borrower will not create, assume 
or suffer to exist any Lien (other than for taxes not delinquent and for 
taxes and other items being contested in good faith) on Property of any 
kind, whether real, personal or mixed, now owned or hereafter acquired, or 
upon the income or profits thereof, except for (i) minor encumbrances and 
easements on real property which do not materially affect its market value, 
(ii) existing Liens on the Borrower's personal property; (iii) future 
purchase money security interests encumbering only the property purchased; 
(iv) statutory liens of bankers, carriers, warehousemen, mechanics, 
materialmen, and other similar Liens imposed by law, which are incurred in 
the ordinary course of business for sums not more than 30 days delinquent 
or which are being contested in good faith by appropriate proceedings; 
(v) deposits made in the ordinary course of business to secure liability to 
insurance carriers; (vi) attachment and judgment Liens securing claims less 
than $1,000,000 in the aggregate (excluding for purposes of said 
calculation any such Liens for which execution has been stayed, payment is 
covered in full by insurance, or the Borrower is prosecuting an appeal in 
good faith by appropriate proceedings); and (vii) monetary obligations of 
the Borrower under any leasing or similar arrangement which, in accordance 
with Agreement Accounting Principles, is classified as a Capitalized Lease. 
 Notwithstanding the foregoing: (i) the Borrower shall not at any time 
encumber any real property with a purchase money security interest if (A) 
immediately after giving effect to such encumbrances, the purchase money 
Debt secured by said encumbrance will exceed 75% of the fair market value 
of the Property encumbered by the encumbrance or (B) immediately after 
giving effect to such encumbrance, the aggregate Debt of the Borrower 
secured by purchase money security interests in real property will exceed 
5% of total assets of the Borrower and its Subsidiaries on a consolidated 
basis; and (ii) the Borrower shall not at any time encumber its Property 
with an additional Lien or encumbrance if, immediately after giving effect 
to such encumbrance, the Borrower would be required to file an SEC Report.

	6.23	Loans, Advances and Guaranties.  The Borrower will not, and 
will not permit any Subsidiary to, except in the ordinary course of 
business as currently conducted, make any loans or advances, become a 
guarantor or surety, pledge its credit or properties in any manner or 
extend credit; provided that the foregoing shall not be construed as a 
limitation on guaranties or any Liens permitted hereunder and, provided, 
further, that the Borrower may make bridge loans to Canadian Petcetera 
Warehouse Inc. in an aggregate amount not to exceed at any time $7,000,000.

	6.24	Investments.  The Borrower will not purchase the Debt of 
another Person or entity except for:

	(i)	certificates of deposit, time deposits, Eurodollar time 
deposits, repurchase agreements, reverse repurchase agreements, or bankers' 
acceptances, having in each case a maturity date of not more than twelve 
months from the date of acquisition by the Borrower, issued by a Lender or 
any U.S. commercial bank or any branch or agency of a non-U.S. bank 
licensed to conduct business in the U.S. having combined capital and 
surplus or not less than $50,000,000 whose short term securities are rated 
at least "A" by Standard & Poor's Corporation (or the equivalent rating 
provided by any of Moody's Investors Service, Inc., Duff & Phelps Credit 
Rating Co. or Fitch Investors Services, Inc.);

	(ii)	interest bearing or discounted obligations of the United States 
Government, any agency thereof (including without limitation the Federal 
Home Loan Mortgage Corporation, the Government National Mortgage 
Association, the Federal National Mortgage Association and the Federal Farm 
Credit System) or any entities or pools of mortgages or other instruments 
formed by the United States Government or any such agencies, and in any 
case only if such obligation has a maturity date not more than twelve 
months from the date of acquisition by the Borrower;

	(iii)  obligations issued by states and local governments or their 
agencies, instrumentalities, authorities or subdivisions, if such issuer 
has received a rating of at least "A" by Standard & Poor's Corporation (or 
the equivalent rating provided by any of Moody's Investors Service, Inc., 
Duff & Phelps Credit Rating Co. or Fitch Investors Services, Inc.), and in 
any case only if such obligation has a maturity date of not more than 
twelve months from the date of acquisition by the Borrower;

	(iv)	commercial paper of an issuer rated at least "A" by Standard & 
Poor's Corporation (or the equivalent rating provided by any of Moody's 
Investors Service, Inc., Duff & Phelps Credit Rating Co. or Fitch Investors 
Services, Inc.), and in any case only if such obligation has a maturity 
date not more than twelve months from the date of acquisition by the 
Borrower;

	(v)	investments in money market funds including short-term 
adjustable rate money market funds; or 

	(vi)	intercompany Debt otherwise permitted by Section 6.10(ii) 
hereof.

	6.25	Minimum Fixed Charge Coverage Ratio.  The Borrower and its 
Subsidiaries on a consolidated basis shall at all times maintain a ratio, 
determined as of the end of each fiscal quarter, for the four consecutive 
fiscal quarters then ended, of EBITDAR to Consolidated Fixed Charges of not 
less than 1.25:1.0.  Notwithstanding the foregoing, EBITDAR for the first 
quarterly measurement period shall be measured by the sum of EBITDAR plus 
merger and non-recurring costs up to a maximum of $10,000,000 for the 
quarter ending April 30, 1998 multiplied by four.  For the second quarterly 
measurement period, EBITDAR shall be measured by the sum of EBITDAR for the 
quarters ending April 30, 1998 and July 31, 1998 plus merger and 
non-recurring costs up to a maximum of $20,000,000 multiplied by two.  For 
the third quarterly measurement period, EBITDAR shall be measured by the 
sum of EBITDAR for the quarters ending April 30, 1998, July 31, 1998 and 
October 31, 1998 plus merger and non-recurring costs up to a maximum of 
$20,000,000 multiplied by 1.33.  For the quarter ending January 30, 1999, 
EBITDAR shall be measured by the sum of EBITDAR for the period of four 
consecutive fiscal quarters then ended plus merger and non-recurring costs 
up to a maximum of $20,000,000.  For the quarter ending April 30, 1999, 
EBITDAR shall be measured by the sum of EBITDAR for the period of four 
consecutive fiscal quarters then ended plus merger and non-recurring costs 
of up to $10,000,000.  Notwithstanding the foregoing, Consolidated Fixed 
Charges for the first quarterly measurement period shall be for the quarter 
ending April 30, 1998, multiplied by four.  For the second quarterly 
measurement period, Consolidated Fixed Charges shall be for the quarters 
ending April 30, 1998 and July 31, 1998, multiplied by two.  For the third 
quarterly measurement period, Consolidated Fixed Charges shall be for the 
quarters ending April 30, 1998, July 31, 1998 and October 31, 1998, 
multiplied by 1.33.

	6.26	Capitalized Rent Expense Ratio.  The Borrower and its 
Subsidiaries on a consolidated basis shall not permit, as of the end of 
each fiscal quarter for the four consecutive fiscal quarters then ended, 
the Capitalized Rent Expense Ratio to be greater than 0.85:1:00.  
Notwithstanding the foregoing, Rent Expense for the first quarterly 
measurement period shall be for the quarter ending April 30, 1998, 
multiplied by four.  For the second quarterly measurement period, Rent 
Expense shall be for the quarters ending April 30, 1998 and July 31, 1998, 
multiplied by two.  For the third quarterly measurement period, Rent 
Expense shall be for the quarters ending April 30, 1998, July 31, 1998 and 
October 31, 1998, multiplied by 1.33.

	6.27	Guaranties, Etc.  The Borrower will cause each of its 
Subsidiaries hereafter formed or acquired to execute and deliver to the 
Agent promptly upon the formation or acquisition thereof a Guaranty in form 
and substance satisfactory to the Agent, guaranteeing the Obligations on 
substantially the same terms as the other Guarantors.

	6.28  Lease Obligations.  The Borrower shall not and shall not permit 
any of its Subsidiaries to, create, incur or suffer to exist, any 
obligations as lessee for the payment of lease expenses for any real or 
personal property under leases or arrangements to lease, other than rental 
expense with respect to Capitalized Lease obligations and long-term 
operating leases. 

	6.29  Condition Subsequent.  The Borrower shall no later than 
February 5, 1998, deliver to the Agent, for the benefit of the Lenders, a 
favorable legal opinion (in form and substance satisfactory to the Agent) 
of counsel to the Borrower and each Guarantor.


	ARTICLE 7

	DEFAULTS


	The occurrence of any one or more of the following events shall 
constitute an "Event of Default":

	7.1	Payment Defaults.  The Borrower shall fail to pay when due any 
payment of principal of any Loan, or the Borrower shall fail to pay within 
3 days of the date when due any reimbursement obligation (with respect to a 
drawing under a Letter of Credit) or interest or other charge or fee 
required under the terms of this Agreement or the other Loan Documents.

	7.2	Representations and Warranties.  Any representation or warranty 
made by the Borrower or any Guarantor under any Loan Document shall prove 
to have been incorrect or misleading in any material respect when made.

	7.3	Other Loan Document Defaults.  The Borrower or any Guarantor 
shall fail to perform (a) any obligation set forth in subsections 6.1, 6.3, 
6.10, 6.11, 6.12, 6.13, 6.14, 6.17, 6.18, 6.21, 6.22, 6.23, 6.24, 6.25, 
6.26 or 6.28 of the Agreement; (b) any obligation set forth in subsections 
6.2 or 6.20 of the Agreement and such failure shall continue for 14 days 
following the occurrence thereof; or (c) any other obligation contained in 
the Agreement or the other Loan Documents, and such failure shall continue 
for 30 days after written notice thereof from the Lenders.

	7.4	Bankruptcy.  (i) The Borrower or any Guarantor shall fail to 
pay its Debts generally as they become due or shall file any petition or 
action for relief under any bankruptcy, insolvency, reorganization, 
moratorium, creditor composition law, or any other law for the relief of or 
relating to debtors; (ii) an involuntary petition under any bankruptcy law 
shall be filed against the Borrower or any Guarantor and shall not be 
dismissed or discharged within 60 days of filing; or (iii) a custodian, 
receiver, trustee, assignee for the benefit or creditors, or other similar 
official, shall be appointed to take possession, custody or control of the 
properties of the Borrower or any Guarantor and not be dismissed or 
discharged with 60 days of appointment.

	7.5	Other Agreements.  The Borrower shall fail to pay when due 
principal or interest payments required under the terms of any bonds, 
notes, debentures or other agreements evidencing, in the aggregate, at 
least $10,000,000 of indebtedness (excluding, for purposes of this 
calculation, payments required under this Agreement or any of the other 
Loan Documents) and such non-payment shall continue beyond any period of 
grace provided with respect thereto, or the Borrower shall default in the 
observance or performance of any other agreement contained in any such 
bonds, notes, debentures or other agreements evidencing indebtedness, and 
the effect of such failure or default is to cause the indebtedness 
evidenced thereby to become due prior to its stated date of maturity.

	7.6	ERISA.  Any Governmental Person shall take any action under 
ERISA, with respect to any Plan, that could have a Material Adverse Effect 
or that the unfunded liabilities exceed $1,000,000.

	7.7	Judgments.  A final judgment or order for the payment of money 
in excess of $10,000,000 (exclusive of amounts covered by insurance) shall 
be rendered against the Borrower or any Guarantor and the same shall remain 
undischarged for a period of 30 days during which execution shall not be 
effectively stayed, or any judgment, writ, warrant of attachment, or 
execution or similar process, shall be issued or levied against a 
substantial part of the Borrower's or any Guarantor's property and such 
judgment, writ, warrant of attachment, or execution or similar process, 
shall not be released, stayed, vacated, bonded or otherwise dismissed 
within 20 days after its issue or levy.

	7.8	Loan Documents.  The Guaranties or any other Loan Document 
shall fail to remain in full force or effect or any action shall be taken 
by the Borrower or any Guarantor to discontinue or to assert the invalidity 
or unenforceability of any Guaranty or any other Loan Document, or any 
Guarantor denies that it has any further liability under any Guaranty to 
which it is a party, or gives notice to such effect.


	ARTICLE 8

	ACCELERATION, WAIVERS AND AMENDMENTS


	8.1	Acceleration.  If any Event of Default described in Section 7.4 
occurs with respect to the Borrower, the obligations of the Lenders to make 
Loans and issue and participate in Letters of Credit hereunder shall 
automatically terminate and the Obligations shall immediately become due 
and payable without any election or action on the part of the Agent or any 
Lender.  If any other Event of Default occurs, the Required Lenders may 
terminate or suspend the obligations of the Lenders to make Loans and issue 
and participate in Letters of Credit hereunder, or declare the Obligations 
to be due and payable, or both, whereupon the Obligations shall become 
immediately due and payable, without presentment, demand, protest or notice 
of any kind, all of which the Borrower hereby expressly waives.

	8.2	Cash Collateral.  To the extent that any Letters of Credit are 
outstanding at the time of any Event of Default, the Borrower shall deliver 
to the Agent, for the benefit of the Lenders, a cash collateral deposit in 
an amount equal to the aggregate Letter of Credit Amount for all Letters of 
Credit then outstanding.

	8.3	Additional Remedies.  The rights, powers and remedies given to 
the Agent and the Lenders hereunder shall be cumulative and not alternative 
and shall be in addition to all rights, powers and remedies given to the 
Agent and the Lenders by law against the Borrower or any other person, 
including but not limited to any Lender's right of setoff or banker's lien.

	8.4	Amendments.  Subject to the provisions of this Article 8, the 
Required Lenders (or the Agent with the consent in writing of the Required 
Lenders) and the Borrower may enter into agreements supplemental hereto for 
the purpose of adding or modifying any provisions to the Loan Documents or 
changing in any manner the rights of the Lenders or the Borrower hereunder 
or waiving any Default hereunder; provided, however, that no such 
supplemental agreement shall, without the consent of each Lender affected 
thereby:

	(i)	Extend the maturity of any Loan or Note or forgive all or any 
portion of the principal amount thereof, or reduce the rate or 
extend the time of payment of interest or fees thereon.

	(ii)	Reduce the percentage specified in the definition of Required 
Lenders.

    (iii)	Increase the amount of the Commitment of any Lender hereunder 
or permit the Borrower to assign its rights under this 
Agreement.

	(iv)	Amend this Section 8.4.

	(v)	Release any guarantor of the Loans or modify any guaranty in 
any material respect.

No amendment of any provision of this Agreement relating to the Agent shall 
be effective without the written consent of the Agent.  The Agent may waive 
payment of the fees for its own account without obtaining the consent of 
any other party to this Agreement.

	8.5	Preservation of Rights.  No delay or omission of the Lenders or 
the Agent to exercise any right under the Loan Documents shall impair such 
right or be construed to be a waiver of any Default or an acquiescence 
therein, and the making of a Loan notwithstanding the existence of a 
Default or the inability of the Borrower to satisfy the conditions 
precedent to such Loan shall not constitute any waiver or acquiescence.  
Any single or partial exercise of any such right shall not preclude other 
or further exercise thereof or the exercise of any other right, and no 
waiver, amendment or other variation of the terms, conditions or provisions 
of the Loan Documents whatsoever shall be valid unless in writing signed by 
the Lenders required pursuant to Section 8.4, and then only to the extent 
in such writing specifically set forth.  All remedies contained in the Loan 
Documents or by law afforded shall be cumulative and all shall be available 
to the Agent and the Lenders until the Obligations have been paid in full.


	ARTICLE 9

	GENERAL PROVISIONS


	9.1	Survival of Representations.  All representations and 
warranties of the Borrower contained in this Agreement shall survive 
delivery of the Notes and the making of the Loans and issuance of the 
Letters of Credit herein contemplated.

	9.2	Governmental Regulation.  Anything contained in this Agreement 
to the contrary notwithstanding, no Lender shall be obligated to extend 
credit to the Borrower in violation of any limitation or prohibition 
provided by any applicable statute or regulation.

	9.3	Headings.  Section headings in the Loan Documents are for 
convenience of reference only, and shall not govern the interpretation of 
any of the provisions of the Loan Documents.

	9.4	Entire Agreement.  The Loan Documents embody the entire 
agreement and understanding among the Borrower, the Agent and the Lenders 
and supersede all prior agreements and understandings among the Borrower, 
the Agent and the Lenders relating to the subject matter thereof.

	9.5	Several Obligations; Benefits of this Agreement.  The 
respective obligations of the Lenders hereunder are several and not joint 
and no Lender shall be the partner or agent of any other (except to the 
extent to which the Agent is authorized to act as such).  The failure of 
any Lender to perform any of its obligations hereunder shall not relieve 
any other Lender from any of its obligations hereunder.  This Agreement 
shall not be construed so as to confer any right or benefit upon any Person 
other than the parties to this Agreement and their respective successors 
and assigns.

	9.6	Expenses; Indemnification.  The Borrower shall reimburse the 
Agent for any costs, internal charges and out-of-pocket expenses paid or 
incurred by the Agent in connection with the negotiation and documentation 
of this Agreement.  The Borrower shall also reimburse the Agent and each 
Lender for any costs, internal charges and out-of-pocket expenses 
(including reasonable attorneys' fees and time charges of attorneys for the 
Agent and each Lender) paid or incurred by the Agent or any Lender in 
connection with the collection and enforcement of the Loan Documents.  The 
Borrower further agrees to indemnify the Agent and each Lender, its 
directors, officers and employees against all losses, claims, damages, 
penalties, judgments, liabilities and expenses (including, without 
limitation, all expenses of litigation or preparation therefor whether or 
not the Agent or any Lender is a party thereto) which any of them may pay 
or incur arising out of or relating to this Agreement, the other Loan 
Documents, the transactions contemplated hereby or the direct or indirect 
application or proposed application of the proceeds of any Loan or Letter 
of Credit hereunder, provided that no Person shall have the right to be 
indemnified hereunder for such Person's own gross negligence or willful 
misconduct as determined by a court of competent jurisdiction.  

	9.7	Numbers of Documents.  All statements, notices, closing 
documents, and requests hereunder shall be furnished to the Agent with 
sufficient counterparts so that the Agent may furnish one to each of the 
Lenders.

	9.8	Accounting.  Except as provided to the contrary herein, all 
accounting terms used herein shall be interpreted and all accounting 
determinations hereunder shall be made in accordance with Agreement 
Accounting Principles; provided that, if the Borrower notifies the Agent 
that the Borrower wishes to amend any covenant contained in Article 6 to 
eliminate the effect of any change after the date hereof in Agreement 
Accounting Principles (which, for purposes of this proviso shall include 
the generally accepted application or interpretation thereof) on the 
operation of such covenants (or if the Agent notifies the Borrower that the 
Required Lenders wish to amend any such covenant for such purpose), then 
the Borrower's compliance with such covenant shall be determined on the 
basis of Agreement Accounting Principles in effect immediately before the 
relevant change in Agreement Accounting Principles became effective, until 
either such notice is withdrawn or such covenant is amended in a manner 
satisfactory to the Borrower and the Required Lenders.

	9.9	Severability of Provisions.  Any provision in any Loan Document 
that is held to be inoperative, unenforceable, or invalid in any 
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, 
or invalid without affecting the remaining provisions in that jurisdiction 
or the operation, enforceability, or validity of that provision in any 
other jurisdiction, and to this end the provisions of all Loan Documents 
are declared to be severable.

	9.10	Nonliability of Lenders.  The relationship between the Borrower 
and the Lenders and the Agent shall be solely that of borrower and lender. 
 Neither the Agent nor any Lender shall have any fiduciary responsibilities 
to the Borrower.  Neither the Agent nor any Lender undertakes any 
responsibility to the Borrower to review or inform the Borrower of any 
matter in connection with any phase of the Borrower's business or 
operations.

	9.11	CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING 
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN 
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE 
STATE OF CALIFORNIA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO 
NATIONAL BANKS.

	9.12	CONSENT TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY 
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR 
CALIFORNIA STATE COURT SITTING IN LOS ANGELES IN ANY ACTION OR PROCEEDING 
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY 
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING 
MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY 
OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, 
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN 
INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR 
ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY 
OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE 
AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, 
DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, 
OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN LOS 
ANGELES, CALIFORNIA.

	9.13	WAIVER OF JURY TRIAL.  THE BORROWER, THE AGENT AND EACH LENDER 
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY 
OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) 
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT 
OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

	9.14	Integration Clause.  Except for documents and instruments 
specifically referenced herein, this Agreement constitutes the entire 
agreement among the Agent, the Lenders and the Borrower regarding the Loans 
and Letters of Credit and all prior communications verbal or written 
between the Borrower and the Agent or any Lender shall be of no further 
effect or evidentiary value.

	9.15	Confidentiality.  The Lenders shall take normal and reasonable 
precautions to maintain the confidentiality of all non-public information 
obtained pursuant to the requirements of this Agreement which has been 
identified as such by the Borrower but may, in any event, make disclosures 
(i) reasonably required by any bona fide transferee, assignee or 
participant in connection with the contemplated transfer or assignment of 
any of the Commitments or Loans or participations therein or participations 
in Letters of Credit or (ii) as required or requested by any governmental 
agency or representative thereof or as required pursuant to any legal 
process or (iii) to its attorneys and accountants or (iv) as required by 
law or (v) in connection with litigation involving any Lender.


	ARTICLE 10

	THE AGENT


	10.1	Appointment.  UBOC is hereby appointed Agent hereunder and 
under each other Loan Document, and each of the Lenders irrevocably 
authorizes the Agent to act as the agent of such Lender.  The Agent agrees 
to act as such upon the express conditions contained in this Article 10.  
The Agent shall not have a fiduciary relationship in respect of the 
Borrower or any Lender by reason of this Agreement.

	10.2	Powers.  The Agent shall have and may exercise such powers 
under the Loan Documents as are specifically delegated to the Agent by the 
terms of each thereof, together with such powers as are reasonably 
incidental thereto.  The Agent shall have no implied duties to the Lenders, 
or any obligation to the Lenders to take any action thereunder except any 
action specifically provided by the Loan Documents to be taken by the 
Agent.

	10.3	General Immunity.  Neither the Agent nor any of its directors, 
officers, agents or employees shall be liable to the Borrower or any Lender 
for any action taken or omitted to be taken by it or them hereunder or 
under any other Loan Document or in connection herewith or therewith except 
for its or their own gross negligence or willful misconduct.

	10.4	No Responsibility for Loans, Recitals, etc.  Neither the Agent 
nor any of its directors, officers, agents or employees shall be 
responsible for or have any duty to ascertain, inquire into, or verify 
(i) any statement, warranty or representation made in connection with any 
Loan Document or any borrowing hereunder; (ii) the performance or 
observance of any of the covenants or agreements of any obligor under any 
Loan Document, including, without limitation, any agreement by an obligor 
to furnish information directly to each Lender; (iii) the satisfaction of 
any condition specified in Article 4 except receipt of items required to be 
delivered to the Agent; or (iv) the validity, effectiveness or genuineness 
of any Loan Document or any other instrument or writing furnished in 
connection therewith.  The Agent shall have no duty to disclose to the 
Lenders information that is not required to be furnished by the Borrower to 
the Agent at such time, but is voluntarily furnished by the Borrower to the 
Agent (either in its capacity as Agent or in its individual capacity).

	10.5	Action on Instructions of Lenders.  The Agent shall in all 
cases be fully protected in acting, or in refraining from acting, hereunder 
and under any other Loan Document in accordance with written instructions 
signed by the Required Lenders, and such instructions and any action taken 
or failure to act pursuant thereto shall be binding on all of the Lenders 
and on all holders of Notes.  The Agent shall be fully justified in failing 
or refusing to take any action hereunder and under any other Loan Document 
unless it shall first be indemnified to its satisfaction by the Lenders pro 
rata against any and all liability, cost and expense that it may incur by 
reason of taking or continuing to take any such action.

	10.6	Employment of Agents and Counsel.  The Agent may execute any of 
its duties as Agent hereunder and under any other Loan Document by or 
through employees, agents, and attorneys-in-fact and shall not be 
answerable to the Lenders, except as to money or securities received by it 
or its authorized agents, for the default or misconduct of any such agents 
or attorneys-in-fact selected by it with reasonable care.  The Agent shall 
be entitled to advice of counsel concerning all matters pertaining to the 
agency hereby created and its duties hereunder and under any other Loan 
Document.

	10.7	Reliance on Documents; Counsel.  The Agent shall be entitled to 
rely upon any Note, notice, consent, certificate, affidavit, letter, 
telegram, statement, paper or document believed by it to be genuine and 
correct and to have been signed or sent by the proper person or persons, 
and, in respect to legal matters, upon the opinion of counsel selected by 
the Agent, which counsel may be employees of the Agent.

	10.8	Agent's Reimbursement and Indemnification.  The Lenders agree 
to reimburse and indemnify the Agent ratably in proportion to their 
respective Commitments (i) for any other expenses incurred by the Agent on 
behalf of the Lenders, in connection with the preparation, execution, 
delivery, administration and enforcement of the Loan Documents and (ii) for 
any liabilities, obligations, losses, damages, penalties, actions, 
judgments, suits, costs, expenses or disbursements of any kind and nature 
whatsoever which may be imposed on, incurred by or asserted against the 
Agent in any way relating to or arising out of the Loan Documents or any 
other document delivered in connection therewith or the transactions 
contemplated thereby, or the enforcement of any of the terms thereof or of 
any such other documents, provided that no Lender shall be liable for any 
of the foregoing to the extent they arise from the gross negligence or 
willful misconduct of the Agent.  The obligations of the Lenders under this 
Section 10.8 shall survive payment of the Obligations and termination of 
this Agreement.

	10.9	Rights as a Lender.  In the event the Agent is a Lender, the 
Agent shall have the same rights and powers hereunder and under any other 
Loan Document as any Lender and may exercise the same as though it were not 
the Agent, and the term "Lender" or "Lenders" shall, at any time when the 
Agent is a Lender, unless the context otherwise indicates, include the 
Agent in its individual capacity.  The Agent may accept deposits from, lend 
money to, and generally engage in any kind of trust, debt, equity or other 
transaction, in addition to those contemplated by this Agreement or any 
other Loan Document, with the Borrower or any of its Subsidiaries in which 
the Borrower or such Subsidiary is not restricted hereby from engaging with 
any other Person.  The Agent shall, as long as it shall be the Agent, 
retain at least a 20% interest in the Commitment or, if the Commitment has 
been terminated at least a 20% interest in Loans outstanding.

	10.10  Lender Credit Decision.  Each Lender acknowledges that it has, 
independently and without reliance upon the Agent or any other Lender and 
based on the financial statements prepared by the Borrower and such other 
documents and information as it has deemed appropriate, made its own credit 
analysis and decision to enter into this Agreement and the other Loan 
Documents.  Each Lender also acknowledges that it will, independently and 
without reliance upon the Agent or any other Lender and based on such 
documents and information as it shall deem appropriate at the time, 
continue to make its own credit decisions in taking or not taking action 
under this Agreement and the other Loan Documents.

	10.11  Successor Agent.  The Agent may resign at any time by giving 
written notice thereof to the Lenders and the Borrower, such resignation to 
be effective upon the appointment of a successor Agent or, if no successor 
Agent has been appointed, forty-five days after the retiring Agent gives 
notice of its intention to resign.  Upon any such resignation, the Required 
Lenders shall have the right to appoint, with the consent (which shall not 
be unreasonably withheld) of the Borrower, if no Default has occurred and 
is continuing, on behalf of the Borrower and the Lenders, a successor 
Agent.  If no successor Agent shall have been so appointed by the Required 
Lenders within thirty days after the resigning Agent's giving notice of its 
intention to resign, then the resigning Agent may appoint, on behalf of the 
Borrower and the Lenders, a successor Agent.  If the Agent has resigned and 
no successor Agent has been appointed, the Lenders may perform all the 
duties of the Agent hereunder and the Borrower shall make all payments in 
respect of the Obligations to the applicable Lender and for all other 
purposes shall deal directly with the Lenders.  No successor Agent shall be 
deemed to be appointed hereunder until such successor Agent has accepted 
the appointment.  Any such successor Agent shall be a commercial bank 
having capital and retained earnings of at least $50,000,000.  Upon the 
acceptance of any appointment as Agent hereunder by a successor Agent, such 
successor Agent shall thereupon succeed to and become vested with all the 
rights, powers, privileges and duties of the resigning Agent.  Upon the 
effectiveness of the resignation of the Agent, the resigning Agent shall be 
discharged from its duties and obligations hereunder and under the Loan 
Documents.  After the effectiveness of the resignation of an Agent, the 
provisions of this Article 10 shall continue in effect for the benefit of 
such Agent in respect of any actions taken or omitted to be taken by it 
while it was acting as the Agent hereunder and under the other Loan 
Documents. 


	ARTICLE 11

	SETOFF; RATABLE PAYMENTS


	11.1	Setoff.  Upon the occurrence and during the continuance of any 
Event of Default, the Lenders are hereby authorized at any time and from 
time to time, to the fullest extent permitted by law, to set off and apply 
any and all deposits (general or special, time or demand, provisional or 
final) at any time held and other indebtedness at any time owing by any 
Lender to or for the credit or the account of the Borrower against any and 
all obligations of the Borrower now or hereafter existing under the Loan 
Documents, irrespective of whether or not any Lender shall have made any 
demand under this Agreement and although such obligations may be unmatured. 
 The Agent agrees to notify the Borrower promptly after any such setoff and 
application; provided, however, that the failure to give such notice shall 
not affect the validity of such setoff and application.  The rights of the 
Lenders under this Section are in addition to other rights and remedies 
(including other rights of setoff) that the Lenders may have. 

	11.2	Ratable Payments.  If any Lender, whether by setoff or 
otherwise, has payment made to it upon its Loans (other than payments 
received pursuant to Section 3.1 or 3.2) in a greater proportion than that 
received by any other Lender, such Lender agrees, promptly upon demand, to 
purchase a portion of the Loans held by the other Lenders so that after 
such purchase each Lender will hold its ratable proportion of Loans.  If 
any Lender, whether in connection with setoff or amounts which might be 
subject to setoff or otherwise, receives collateral or other protection for 
its Obligations or such amounts which may be subject to setoff, such Lender 
agrees, promptly upon demand, to take such action necessary such that all 
Lenders share in the benefits of such collateral ratably in proportion to 
their Loans.  In case any such payment is disturbed by legal process, or 
otherwise, appropriate further adjustments shall be made.


	ARTICLE 12

	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


	12.1	Successors and Assigns.  The terms and provisions of the Loan 
Documents shall be binding upon and inure to the benefit of the Borrower 
and the Lenders and their respective successors and assigns, except that 
(i) the Borrower shall not have the right to assign its rights or 
obligations under the Loan Documents and (ii) any assignment by any Lender 
must be made in compliance with Section 12.3.  Notwithstanding clause (ii) 
of this Section, any Lender may at any time, without the consent of the 
Borrower or the Agent, assign all or any portion of its rights under this 
Agreement and its Notes to a Federal Reserve Bank; provided, however, that 
no such assignment shall release the transferor Lender from its obligations 
hereunder.  The Agent may treat the payee of any Note as the owner thereof 
for all purposes hereof unless and until such payee complies with 
Section 12.3 in the case of an assignment thereof or, in the case of any 
other transfer, a written notice of the transfer is filed with the Agent.  
Any assignee or transferee of a Note agrees by acceptance thereof to be 
bound by all the terms and provisions of the Loan Documents.  Any request, 
authority or consent of any Person, who at the time of making such request 
or giving such authority or consent is the holder of any Note, shall be 
conclusive and binding on any subsequent holder, transferee or assignee of 
such Note or of any Note or Notes issued in exchange therefor.

	12.2	Participations.

		(i)  Permitted Participants; Effect.  Any Lender may, in the 
ordinary course of its business and in accordance with applicable 
law, at any time sell to one or more banks or other entities 
("Participants") participating interests in any Loan owing to such 
Lender, any Note held by such Lender, any Commitment of such Lender 
or any other interest of such Lender under the Loan Documents.  In 
the event of any such sale by a Lender of participating interests to 
a Participant, such Lender's obligations under the Loan Documents 
shall remain unchanged, such Lender shall remain solely responsible 
to the other parties hereto for the performance of such obligations, 
such Lender shall remain the holder of any such Note for all purposes 
under the Loan Documents, all amounts payable by the Borrower under 
this Agreement shall be determined as if such Lender had not sold 
such participating interests, and the Borrower and the Agent shall 
continue to deal solely and directly with such Lender in connection 
with such Lender's rights and obligations under the Loan Documents.

		(ii)	 Voting Rights.  Each Lender shall retain the sole right 
to approve, without the consent of any Participant, any amendment, 
modification or waiver of any provision of the Loan Documents other 
than any amendment, modification or waiver with respect to any Loan 
or Commitment in which such Participant has an interest which 
forgives principal, interest or fees or reduces the interest rate or 
fees payable with respect to any such Loan or Commitment, postpones 
any date fixed for any regularly-scheduled payment of principal of, 
or interest or fees on, any such Loan or Commitment, or releases any 
guarantor of any such Loan or any substantial amount of collateral 
securing any such Loan.

		(iii)  Benefit of Setoff.  The Borrower agrees that each 
Participant shall be deemed to have the right of setoff provided in 
Section 11.1 in respect of its participating interest in amounts 
owing under the Loan Documents to the same extent as if the amount of 
its participating interest were owing directly to it as a Lender 
under the Loan Documents, provided that each Lender shall retain the 
right of setoff provided in Section 11.1 with respect to the amount 
of participating interests sold to each Participant.  The Lenders 
agree to share with each Participant, and each Participant, by 
exercising the right of setoff provided in Section 11.1, agrees to 
share with each Lender, any amount received pursuant to the exercise 
of its right of setoff, such amounts to be shared in accordance with 
Section 11.2 as if each Participant were a Lender.

	12.3	Assignments.

		(i)  Permitted Assignments.  Any Lender may, in the ordinary 
course of its business and in accordance with applicable law, at any 
time assign to one or more Eligible Assignees ("Purchasers") all or 
any part of its rights and obligations under the Loan Documents, 
provided, however, such assignments must be in a minimum amount at 
least equal to $5,000,000; provided, however, that if such Purchaser 
is a Lender or an Affiliate thereof, no minimum amount shall be 
applicable.  Such assignment shall be substantially in the form of 
Exhibit C hereto or in such other form as may be agreed to by the 
parties thereto.  The consent of the Borrower and the Agent shall be 
required prior to an assignment becoming effective with respect to a 
Purchaser which is not a Lender or an Affiliate thereof; provided, 
however, that if a Default has occurred and is continuing, the 
consent of the Borrower shall not be required.  Such consents shall 
not be unreasonably withheld.

		(ii)	Effect; Effective Date.  Upon (i) delivery to the Agent 
of a notice of assignment, substantially in the form attached as 
Exhibit I to Exhibit C hereto (a "Notice of Assignment"), together 
with any consents required by Section 12.3(i), and (ii) payment of a 
$3,000 fee to the Agent for processing such assignment, such 
assignment shall become effective on the effective date specified in 
such Notice of Assignment.  The Notice of Assignment shall contain a 
representation by the Purchaser to the effect that it is an Eligible 
Assignee and that none of the consideration used to make the purchase 
of the Commitment and Loans under the applicable assignment agreement 
are "plan assets" as defined under ERISA and that the rights and 
interests of the Purchaser in and under the Loan Documents will not 
be "plan assets" under ERISA.  On and after the effective date of 
such assignment, such Purchaser shall for all purposes be a Lender 
party to this Agreement and any other Loan Document executed by the 
Lenders and shall have all the rights and obligations of a Lender 
under the Loan Documents, to the same extent as if it were an 
original party hereto, and no further consent or action by the 
Borrower, the Lenders or the Agent shall be required to release the 
transferor Lender with respect to the percentage of the Aggregate 
Commitment and Loans assigned to such Purchaser.  Upon the 
consummation of any assignment to a Purchaser pursuant to this 
Section 12.3(ii), the transferor Lender, the Agent and the Borrower 
shall make appropriate arrangements so that replacement Notes are 
issued to such transferor Lender and new Notes or, as appropriate, 
replacement Notes, are issued to such Purchaser, in each case in 
principal amounts reflecting their Commitment, as adjusted pursuant 
to such assignment.

	12.4	Dissemination of Information.  The Borrower authorizes each 
Lender to disclose to any Participant or Purchaser or any other Person 
acquiring an interest in the Loan Documents by operation of law (each a 
"Transferee") and any prospective Transferee any and all information in 
such Lender's possession concerning the creditworthiness of the Borrower 
and its Subsidiaries, provided that each prospective Transferee shall 
execute and deliver to the Agent a confidentiality agreement (in form and 
substance reasonably satisfactory to the Borrower and the Agent).

	12.5	Tax Treatment.  If any interest in any Loan Document is 
transferred to any Transferee which is organized under the laws of any 
jurisdiction other than the United States or any State thereof, the 
transferor Lender shall cause such Transferee, concurrently with the 
effectiveness of such transfer, to comply with the provisions of 
Section 2.15.


	ARTICLE 13

	NOTICES


	13.1	Giving Notice.  Except as otherwise permitted by Section 2.6 
with respect to notices regarding conversion or continuation of Advances, 
all notices and other communications provided to any party hereto under 
this Agreement or any other Loan Document shall be in writing or by 
facsimile and addressed or delivered to the Borrower and the Agent at their 
respective addresses set forth below its signature hereto and to each 
Lender at its address set forth on Schedule 1 hereto or at such other 
address as may be designated by such party in a notice to the other 
parties.  Any notice, if mailed and properly addressed with postage 
prepaid, shall be deemed given when received; any notice, if transmitted by 
facsimile, shall be deemed given when transmitted (answerback confirmed in 
the case of telexes).

	13.2	Change of Address.  The Borrower, the Agent and any Lender may 
each change the address for service of notice upon it by a notice in 
writing to the other parties hereto.


	ARTICLE 14

	COUNTERPARTS


	This Agreement may be executed in any number of counterparts, all of 
which taken together shall constitute one agreement, and any of the parties 
hereto may execute this Agreement by signing any such counterpart.  This 
Agreement shall be effective when it has been executed by the Borrower, the 
Agent and the Lenders and each party has notified the Agent by telex or 
telephone, that it has taken such action.

	IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have 
executed this Agreement as of the date first above written.

						PETCO ANIMAL SUPPLIES, INC.



						By: _____________________________
						Print Name:  James M. Myers
						Title:  Senior Vice President-
							   Finance

						9125 Rehco Road
						San Diego, California 92121
						Attention:  James M. Myers
								  Senior Vice President -
								  Finance

						Telecopier: (619) 638-2154


						UNION BANK OF CALIFORNIA, N.A.,
						as Agent and Lender



						By: ______________________________
						Print Name:  Myra Juetten
						Title:  Vice President



						By: ______________________________
						Print Name:  Bruce Breslau
						Title:  Vice President

						500 South Main Street, Suite 201
						Orange, California 92868
						Attention:  Myra Juetten
								  Vice President
						Telecopier: (714) 565-5770

	SCHEDULE 1

	LENDERS AND APPLICABLE LENDING OFFICES


				Revolving	   Term	      Applicable
 Lender			Commitment   Commitment   Lending Office
Union Bank of
 California, N.A.
 Agent and Lender
$80,000,000
$30,000,000
500 South Main Street,
Suite 200
Orange, CA 92868
Attention:  Myra Juetten
Telecopier: (714) 565-5770

				___________   ___________
Total			$80,000,000   $30,000,000



	SCHEDULE 2

	SUBSIDIARIES
	(See Section 5.8)


										  Jurisdiction
Investment	  Owned	 Amount of	Percent	      of
  In       	  By     	 Investment	Ownership	  Organization

International	   Borrower	$100		  100%	   California
  Pet Supplies
  and
  Distribution,
  Inc.


Pet Nosh,		   Borrower	 $100	  100%	    New York
 Consolidated
 Co., Inc.


Shareholder Agreements and/or Management Agreements

None


	SCHEDULE 3

	DEBT

That certain Credit Agreement dated as of December 6, 1996 between Petco Animal 
Supplies, Inc., as Borrower, the lenders named therein and Union Bank of 
California, N.A. as agent and lender.





	EXHIBIT A-1

	FORM OF REVOLVING NOTE


$_______________ 	_______________, 19__




		 PETCO ANIMAL SUPPLIES, INC., a Delaware corporation, (the 
"Borrower"), promises to pay to the order of ___________________________ 
(the "Lender") the principal sum of ___________________________ Dollars or 
such lesser amount as loaned under the Agreement referred to below, in 
immediately available funds at the main office of Union Bank of California, 
N.A., as Agent, together with interest on the unpaid principal amount 
hereof at the rates and on the dates set forth in the Agreement hereinafter 
referred to.  The Borrower shall pay the principal of and accrued and 
unpaid interest on the Revolving Loans made by the Lender in full on the 
Facility Termination Date.

		The Lender shall, and is hereby authorized to, record on the 
schedule attached hereto, or to otherwise record in accordance with its 
usual practice, the date and amount of each Revolving Loan and the date and 
amount of each principal payment hereunder.

		This Note is one of the Revolving Notes issued pursuant to, and is 
entitled to the benefits of, the Credit Agreement dated as of January 30, 
1998 (the "Agreement") among the Borrower, Union Bank of California, N.A., 
individually and as Agent, and the lenders named therein, including the 
Lender, to which Agreement, as it may be amended from time to time, 
reference is hereby made for a statement of the terms and conditions 
governing this Note, including the terms and conditions under which this 
Note may be prepaid or its maturity date accelerated.  Capitalized terms 
used herein and not otherwise defined herein are used with the meanings 
attributed to them in the Agreement.

		The Borrower waives notice of default, presentment or demand for 
payment, protest or notice of nonpayment or dishonor or any other notices 
or demands.

		The Borrower shall reimburse the Lender for all costs and expenses, 
including without limitation reasonable attorneys' fees, as set forth in 
the Agreement.

						PETCO ANIMAL SUPPLIES, INC.



						By: ______________________________
						Print Name:_______________________
						Title: ___________________________

	EXHIBIT A-2

	FORM OF TERM NOTE

$_________________	______________, 19__


	PETCO ANIMAL SUPPLIES, INC., a Delaware corporation, (the 
"Borrower"), promises to pay to the order of ________________ (the 
"Lender") the principal sum of ________________________ Dollars or such 
lesser amount as loaned under the Agreement referred to below, in 
immediately available funds at the main office of Union Bank of 
California, N.A., as Agent, together with interest on the unpaid principal 
amount hereof at the rates and on the dates set forth in the Agreement 
hereinafter referred to.  The Borrower shall pay the principal of and 
accrued and unpaid interest on the Term Loan made by the Lender on the 
dates and in the amounts specified in the Agreement, and in any event in 
full on the Facility Termination Date.

	The Lender shall, and is hereby authorized to, record on the schedule 
attached hereto, or to otherwise record in accordance with its usual 
practice, the date and amount of the Term Loan and the date and amount of 
each principal payment hereunder.

	This Note is one of the Term Notes issued pursuant to, and is 
entitled to the benefits of, the Credit Agreement dated as of January 30, 
1998 (the "Agreement") among the Borrower, Union Bank of California, N.A., 
individually and as Agent, and the lenders named therein, including the 
Lender, to which Agreement, as it may be amended from time to time, 
reference is hereby made for a statement of the terms and conditions 
governing this Note, including the terms and conditions under which this 
Note may be prepaid or its maturity date accelerated.  Capitalized terms 
used herein and not otherwise defined herein are used with the meanings 
attributed to them in the Agreement.

	The Borrower waives notice of default, presentment or demand for 
payment, protest or notice of nonpayment or dishonor or any other notices 
or demands.

	The Borrower shall reimburse the Lender for all costs and expenses, 
including without limitation reasonable attorneys' fees, as set forth in 
the Agreement.

						PETCO ANIMAL SUPPLIES, INC.



						By: ______________________________
						Print Name:_______________________
						Title: ___________________________

	SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
	TO
	NOTE OF PETCO ANIMAL SUPPLIES, INC.
	DATED JANUARY 30, 1998


       Principal     Maturity                  Principal
       Amount of    of Interest                 Amount      Unpaid
Date     Loan         Period        Maturity     Paid       Balance











	EXHIBIT B

	COMPLIANCE CERTIFICATE



To:	The Lenders parties to the
	Credit Agreement Described Below



	This Compliance Certificate is furnished pursuant to that certain 
Credit Agreement dated as of January 30, 1998 (as amended, modified, 
renewed or extended from time to time, the "Agreement") among PETCO ANIMAL 
SUPPLIES, INC. (the "Borrower"), the lenders party thereto and Union Bank 
of California, N.A., as Agent for the Lenders.  Unless otherwise defined 
herein, capitalized terms used in this Compliance Certificate have the 
meanings ascribed thereto in the Agreement.

	THE UNDERSIGNED HEREBY CERTIFIES THAT:

	1.  I am the duly [elected/appointed] _________________ of the 
Borrower;

	2.  I have reviewed the terms of the Agreement and I have made, or 
have caused to be made under my supervision, a detailed review of the 
transactions and conditions of the Borrower during the accounting period 
covered by the attached financial statements;

	3.  The examinations described in paragraph 2 did not disclose, and I 
have no knowledge of, the existence of any condition or event which 
constitutes a Default or an Event of Default during or at the end of the 
accounting period covered by the attached financial statements or as of the 
date of this Certificate, except as set forth below; and

	4.  Schedule I attached hereto sets forth financial data and 
computations evidencing the Borrower's compliance with certain covenants in 
the Agreement, all of which data and computations are true, complete and 
correct.

	Described below are the exceptions, if any, to paragraph 3 by 
listing, in detail, the nature of the condition or event, the period during 
which it has existed and the action which the Borrower has taken, is 
taking, or proposes to take with respect to each such condition or event:

______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________

	The foregoing certifications, together with the computations set 
forth in Schedule I hereto and the financial statements delivered with this 
Certificate in support hereof, are made and delivered this      day of     
          ,         .



							________________________


	 [SAMPLE]

	SCHEDULE I TO COMPLIANCE CERTIFICATE


	Schedule of Compliance as of _____________, __________ with
	Provisions of Sections 6.10, 6.12, 6.17, 6.18, 6.20,
	 6.21, 6.22, 6.25 and 6.26 of
	the Agreement






	EXHIBIT C

	ASSIGNMENT AGREEMENT



	This Assignment Agreement (this "Assignment Agreement") between 
                           (the "Assignor") and                    (the 
"Assignee") is dated as of                  , ________.  The parties hereto 
agree as follows:

	1.  PRELIMINARY STATEMENT.  The Assignor is a party to a Credit 
Agreement (which, as it may be amended, modified, renewed or extended from 
time to time is herein called the "Credit Agreement") described in Item 1 
of Schedule 1 attached hereto ("Schedule 1").  Capitalized terms used 
herein and not otherwise defined herein shall have the meanings attributed 
to them in the Credit Agreement.

	2.  ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns 
to the Assignee, and the Assignee hereby purchases and assumes from the 
Assignor, an interest in and to the Assignor's rights and obligations under 
the Credit Agreement such that after giving effect to such assignment the 
Assignee shall have purchased pursuant to this Assignment Agreement the 
percentage interest specified in Item 3 of Schedule 1 of all outstanding 
rights and obligations under the Credit Agreement relating to the 
facilities listed in Item 3 of Schedule 1 and the other Loan Documents.  
The aggregate Commitment (or Loan, if the applicable Commitment has been 
terminated) purchased by the Assignee hereunder is set forth in Item 4 of 
Schedule 1.

	3.	EFFECTIVE DATE.  The effective date of this Assignment 
Agreement (the "Effective Date") shall be the later of the date specified 
in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed 
to by the Agent) after a Notice of Assignment substantially in the form of 
Exhibit "I" attached hereto has been delivered to the Agent.  Such Notice 
of Assignment must include any consents required to be delivered to the 
Agent by Section 12.3(i) of the Credit Agreement.  In no event will the 
Effective Date occur if the payments required to be made by the Assignee to 
the Assignor on the Effective Date under Sections 4 and 5 hereof are not 
made on the proposed Effective Date.  The Assignor will notify the Assignee 
of the proposed Effective Date no later than the Business Day prior to the 
proposed Effective Date.  As of the Effective Date, (i) the Assignee shall 
have the rights and obligations of a Lender under the Loan Documents with 
respect to the rights and obligations assigned to the Assignee hereunder 
and (ii) the Assignor shall relinquish its rights and be released from its 
corresponding obligations under the Loan Documents with respect to the 
rights and obligations assigned to the Assignee hereunder.

	4.  PAYMENTS OBLIGATIONS.  On and after the Effective Date, the 
Assignee shall be entitled to receive from the Agent all payments of 
principal, interest and fees with respect to the interest assigned hereby. 
 The Assignee shall advance funds directly to the Agent with respect to all 
Loans and reimbursement payments made on or after the Effective Date with 
respect to the interest assigned hereby.  [In consideration for the sale 
and assignment of Loans hereunder, with respect to any Loan made by the 
Assignor and assigned to the Assignee hereunder which is outstanding on the 
Effective Date, (a) on the last day of the Interest Period therefor or (b) 
on such earlier date agreed to by the Assignor and the Assignee or (c) on 
the date on which any Loan either becomes due (by acceleration or 
otherwise) or is prepaid (the date as described in the foregoing clauses 
(a), (b) or (c) being hereinafter referred to as the "Payment Date"), the 
Assignee shall pay the Assignor an amount equal to the principal amount of 
the portion of such Loan assigned to the Assignee which is outstanding on 
the Payment Date.  If the Assignor and the Assignee agree that the Payment 
Date for such Loan shall be the Effective Date, they shall agree to the 
interest rate applicable to the portion of such Loan assigned hereunder for 
the period from the Effective Date to the end of the existing Interest 
Period applicable to any Loan (the "Agreed Interest Rate") and any interest 
received by the Assignee in excess of the Agreed Interest Rate shall be 
remitted to the Assignor.  In the event interest for the period from the 
Effective Date to but not including the Payment Date is not paid by the 
Borrower with respect to any Loan sold by the Assignor to the Assignee 
hereunder, the Assignee shall pay to the Assignor interest for such period 
on the portion of such Loan sold by the Assignor to the Assignee hereunder 
at the applicable rate provided by the Credit Agreement.  In the event a 
prepayment of any Loan which is existing on the Payment Date and assigned 
by the Assignor to the Assignee hereunder occurs after the Payment Date but 
before the end of the Interest Period applicable to such Loan, the Assignee 
shall remit to the Assignor the excess of the prepayment penalty paid with 
respect to the portion of such Loan assigned to the Assignee hereunder over 
the amount which would have been paid if such prepayment penalty was 
calculated based on the Agreed Interest Rate.  The Assignee will also 
promptly remit to the Assignor (i) any principal payments received from the 
Agent with respect to a Loan prior to the Payment Date and (ii) any amounts 
of interest on Loans and fees received from the Agent which relate to the 
portion of the Loans assigned to the Assignee hereunder for periods prior 
to the Payment Date, and not previously paid by the Assignee to the 
Assignor.]*  In the event that either party hereto receives any payment to 
which the other party hereto is entitled under this Assignment Agreement, 
then the party receiving such amount shall promptly remit it to the other 
party hereto.

*Each Assignor may insert its standard payment provisions in lieu of the 
payment terms included in this Exhibit.

[	5.  FEES PAYABLE BY THE ASSIGNEE.  The Assignee shall pay to the 
Assignor a fee on each day on which a payment of interest or 
________________ fees is made under the Credit Agreement with respect to 
the amounts assigned to the Assignee hereunder (other than a payment of 
interest or ___________ fees for the period prior to the Payment Date, 
which the Assignee is obligated to deliver to the Assignor pursuant to 
Section 4 hereof).  The amount of such fee shall be the difference between 
(i) the interest or fee, as applicable, paid with respect to the amounts 
assigned to the Assignee hereunder and (ii) the interest or fee, as 
applicable, which would have been paid with respect to the amounts assigned 
to the Assignee hereunder if each interest rate was     of 1%  less than 
the interest rate paid by the Borrower or if the ______________ fee was    
 of 1% less than the _____________ fee paid by the Borrower, as applicable. 
 In addition, the Assignee agrees to pay    % of the recordation fee 
required to be paid to the Agent in connection with this Assignment 
Agreement.]

 	6.  REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S 
LIABILITY.  The Assignor represents and warrants that it is the legal and 
beneficial owner of the interest being assigned by it hereunder and that 
such interest is free and clear of any adverse claim created by the 
Assignor.  It is understood and agreed that the assignment and assumption 
hereunder are made without recourse to the Assignor and that the Assignor 
makes no other representation or warranty of any kind to the Assignee.  
Neither the Assignor nor any of its officers, directors, employees, agents 
or attorneys shall be responsible for (i) the due execution, legality, 
validity, enforceability, genuineness, sufficiency or collectability of any 
Loan Document, including without limitation, documents granting the 
Assignor and the other Lenders a security interest in assets of the 
Borrower or any guarantor, (ii) any representation, warranty or statement 
made in or in connection with any of the Loan Documents, (iii) the 
financial condition or creditworthiness of the Borrower or any guarantor, 
(iv) the performance of or compliance with any of the terms or provisions 
of any of the Loan Documents, (v) inspecting any of the Property, books or 
records of the Borrower, (vi) the validity, enforceability, perfection, 
priority, condition, value or sufficiency of any collateral securing or 
purporting to secure the Loans or (vii) any mistake, error of judgment, or 
action taken or omitted to be taken in connection with the Loans or the 
Loan Documents.

	7.	REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (i) confirms 
that it has received a copy of the Credit Agreement, together with copies 
of the financial statements requested by the Assignee and such other 
documents and information as it has deemed appropriate to make its own 
credit analysis and decision to enter into this Assignment Agreement, (ii) 
agrees that it will, independently and without reliance upon the Agent, the 
Assignor or any other Lender and based on such documents and information at 
it shall deem appropriate at the time, continue to make its own credit 
decisions in taking or not taking action under the Loan Documents, (iii) 
appoints and authorizes the Agent to take such action as agent on its 
behalf and to exercise such powers under the Loan Documents as are 
delegated to the Agent by the terms thereof, together with such powers as 
are reasonably incidental thereto, (iv) agrees that it will perform in 
accordance with their terms all of the obligations which by the terms of 
the Loan Documents are required to be performed by it as a Lender, (v) 
agrees that its payment instructions and notice instructions are as set 
forth in the attachment to Schedule 1, (vi) confirms that none of the 
funds, monies, assets or other consideration being used to make the 
purchase and assumption hereunder are "plan assets" as defined under ERISA 
and that its rights, benefits and interests in and under the Loan Documents 
will not be "plan assets" under ERISA, [and (vii) attaches the forms 
prescribed by the Internal Revenue Service of the United States certifying 
that the Assignee is entitled to receive payments under the Loan Documents 
without deduction or withholding of any United States federal income 
taxes].*

*to be inserted if the Assignee is not incorporated under the laws of the 
United States, or a state thereof.

	8.  INDEMNITY.  The Assignee agrees to indemnify and hold the 
Assignor harmless against any and all losses, costs and expenses 
(including, without limitation, reasonable attorneys' fees) and liabilities 
incurred by the Assignor in connection with or arising in any manner from 
the Assignee's non-performance of the obligations assumed under this 
Assignment Agreement.

	9.  SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the Assignee 
shall have the right pursuant to Section 12.3(i) of the Credit Agreement to 
assign the rights which are assigned to the Assignee hereunder to any 
entity or person, provided that (i) any such subsequent assignment does not 
violate any of the terms and conditions of the Loan Documents or any law, 
rule, regulation, order, writ, judgment, injunction or decree and that any 
consent required under the terms of the Loan Documents has been obtained 
and (ii) unless the prior written consent of the Assignor is obtained, the 
Assignee is not thereby released from its obligations to the Assignor 
hereunder, if any remain unsatisfied, including, without limitation, its 
obligations under Sections 4, 5 and 8 hereof.

	*[10.  REDUCTIONS OF AGGREGATE REVOLVING COMMITMENT.  If any 
reduction in the Aggregate Revolving Commitment occurs between the date of 
this Assignment Agreement and the Effective Date, the percentage interest 
specified in Item 3 of Schedule 1 shall remain the same, but the dollar 
amount purchased shall be recalculated based on the reduced Aggregate 
Commitment.]

	11.  ENTIRE AGREEMENT.  This Assignment Agreement and the attached 
Notice of Assignment embody the entire agreement and understanding between 
the parties hereto and supersede all prior agreements and understandings 
between the parties hereto relating to the subject matter hereof.

	12.  GOVERNING LAW.  This Assignment Agreement shall be governed by 
the internal law, and not the law of conflicts, of the State of California.

	13.  NOTICES.  Notices shall be given under this Assignment Agreement 
in the manner set forth in the Credit Agreement.  For the purpose hereof, 
the addresses of the parties hereto (until notice of a change is delivered) 
shall be the address set forth in the attachment to Schedule 1.

 	IN WITNESS WHEREOF, the parties hereto have executed this Assignment 
Agreement by their duly authorized officers as of the date first above 
written.

						[NAME OF ASSIGNOR]


						By:_________________________
						Title:______________________
						____________________________
						____________________________


						[NAME OF ASSIGNEE]


						By:________________________
						Title:_____________________
						___________________________
						___________________________

	SCHEDULE 1
	to Assignment Agreement

1.	Description and Date of Credit Agreement:  Credit Agreement dated as 
of January 31, 1998 among Petco Animal Supplies, Inc., the Lenders 
party thereto and Union Bank of California, N.A., as Agent.

2.	Date of Assignment Agreement:               ,          

3.	Amounts (As of Date of Item 2 above):

	a.	Total of Assignor's Revolving Commitment (Revolving 
Loans/Letters of Credit)*/Term Loans under Credit Agreement	   
  

				Revolving Commitment:  $____________
				Term Loan:             $____________

	b.	Assignee's Percentage of Facility purchased 		under the 
Assignment Agreement**		   

				Revolving Commitment:  _____%
				Term Loan:             _____%

	c. 	Amount of Assigned Share in Facility purchased under 		the 
Assignment	Agreement				

				Revolving Commitment:  $____________
				Term Loan:             $____________

	d.	Amount of Assigned Share in Letters of Credit Outstanding	
	

				$________

4.	Assignee's aggregate  	Commitment (Revolving Commitment* and Term 
Loan) purchased hereunder:				

				$         

5.	Proposed Effective Date:	 _____________, __

Accepted and Agreed:

[NAME OF ASSIGNOR]				[NAME OF ASSIGNEE]


By: _________________________		By:_________________________
Title:_______________________		Title:______________________

  *	If a Revolving Commitment has been terminated, insert outstanding 
Revolving Loans/Letters of Credit in place of Revolving Commitment
 **	Percentage taken to 10 decimal places




				Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

	Attach Assignor's Administrative Information Sheet, which must
	include notice address for the Assignor and the Assignee


	EXHIBIT "I"
	to Assignment Agreement

	NOTICE 
	OF ASSIGNMENT


	_______________, 19__


To:	Petco Animal Supplies, Inc.
	9125 Rehco Road
	San Diego, California 92121

	Union Bank of California, N.A., as Agent
	500 South Main Street, Suite 201
	Orange, California 92868


From: [NAME OF ASSIGNOR] (the "Assignor")

	[NAME OF ASSIGNEE] (the "Assignee")


	1.	We refer to that Credit Agreement (the "Credit Agreement") 
described in Item 1 of Schedule 1 attached hereto ("Schedule 1").  
Capitalized terms used herein and not otherwise defined herein shall have 
the meanings attributed to them in the Credit Agreement.

	2.	This Notice of Assignment (this "Notice") is given and 
delivered to the Borrower and the Agent pursuant to Section 12.3(ii) of the 
Credit Agreement.

	3.	The Assignor and the Assignee have entered into an Assignment 
Agreement, dated as of            ,            (the "Assignment"), pursuant 
to which, among other things, the Assignor has sold, assigned, delegated 
and transferred to the Assignee, and the Assignee has purchased, accepted 
and assumed from the Assignor the percentage interest specified in Item 3 
of Schedule 1 of all outstandings, rights and obligations under the Credit 
Agreement relating to the facilities listed in Item 3 of Schedule 1.  The 
Effective Date of the Assignment shall be the later of the date specified 
in Item 5 of Schedule 1 or two Business Days (or such shorter period as 
agreed to by the Agent) after this Notice of Assignment and any consents 
and fees required by Sections 12.3(i) and 12.3(ii) of the Credit Agreement 
have been delivered to the Agent, provided that the Effective Date shall 
not occur if any condition precedent agreed to by the Assignor and the 
Assignee has not been satisfied.

	4.	The Assignor and the Assignee hereby give to the Borrower and 
the Agent notice of the assignment and delegation referred to herein.  The 
Assignor will confer with the Agent before the date specified in Item 5 of 
Schedule 1 to determine if the Assignment Agreement will become effective 
on such date pursuant to Section 3 hereof, and will confer with the Agent 
to determine the Effective Date pursuant to Section 3 hereof if it occurs 
thereafter.  The Assignor shall notify the Agent if the Assignment 
Agreement does not become effective on any proposed Effective Date as a 
result of the failure to satisfy the conditions precedent agreed to by the 
Assignor and the Assignee.  At the request of the Agent, the Assignor will 
give the Agent written confirmation of the satisfaction of the conditions 
precedent.

	5.	The Assignor or the Assignee shall pay to the Agent on or 
before the Effective Date the processing fee of $3,000 required by Section 
12.3(ii) of the Credit Agreement.

	6.	If Notes are outstanding on the Effective Date, the Assignor 
and the Assignee request and direct that the Agent prepare and cause the 
Borrower to execute and deliver new Notes or, as appropriate, replacements 
notes, to the Assignor and the Assignee.  The Assignor and, if applicable, 
the Assignee each agree to deliver to the Agent the original Note received 
by it from the Borrower upon its receipt of a new Note in the appropriate 
amount.

	7.	The Assignee advises the Agent that notice and payment 
instructions are set forth in the attachment to Schedule 1.

	8.	The Assignee hereby represents and warrants that none of the 
funds, monies, assets or other consideration being used to make the 
purchase pursuant to the Assignment are "plan assets" as defined under 
ERISA and that its rights, benefits, and interests in and under the Loan 
Documents will not be "plan assets" under ERISA.

	9.	The Assignee authorizes the Agent to act as its agent under the 
Loan Documents in accordance with the terms thereof.  The Assignee 
acknowledges that the Agent has no duty to supply information with respect 
to the Borrower or the Loan Documents to the Assignee until the Assignee 
becomes a party to the Credit Agreement.*

*May be eliminated if Assignee is a party to the Credit Agreement prior to 
the Effective Date.

NAME OF ASSIGNOR				NAME OF ASSIGNEE


By:____________________			By:____________________
Title: ________________			Title:_________________

ACKNOWLEDGED AND CONSENTED	ACKNOWLEDGED AND CONSENTED
TO BY UNION BANK OF			TO BY PETCO ANIMAL SUPPLIES,
CALIFORNIA, N.A., as Agent	INC., a Delaware corporation



By________________________	By_________________________
Name:_____________________	Name:______________________
Title:____________________	Title:_____________________




	[Attach photocopy of Schedule 1 to Assignment]



	EXHIBIT D

	LEVERAGE RATIO LEVEL CERTIFICATE




TO:  The Lenders Party to the Credit Agreement
	described below



	This Leverage Ratio Level Certificate is furnished pursuant to that 
certain Credit Agreement dated as of January 30, 1998 (as amended, 
modified, renewed or extended from time to time, the "Agreement") among 
Petco Animal Supplies, Inc. (the "Borrower"), the Lenders party thereto and 
Union Bank of California, N.A., as Agent for the Lenders.  Unless otherwise 
defined herein, capitalized terms used in this Leverage Ratio Level 
Certificate have their meanings ascribed thereto in the Agreement.

	THE UNDERSIGNED HEREBY CERTIFIES THAT:

	1.	The Total Debt Ratio for the Borrower and its Subsidiaries on a 
consolidated basis as at ____________, ___________ for the period of four 
fiscal quarters then ended is as follows:

		(a)	Funded Debt (including Capitalized
			Leases outstanding)   		   $_______________

		(b)	EBITDA 

					   $_______________

		(c)	On the basis of the foregoing,
			the Total Debt Ratio is
			_____ to 1.00 ((a) divided by (b)).

	2.	Based on the Total Debt Ratio, the applicable Leverage Ratio 
Level for the Borrower as of ____________, _____________ is Level 
___________.

	The foregoing certifications are made and delivered this _____ day of 
_____________, ___________.




							_____________________________




	EXHIBIT F


	FORM OF NOTICE OF BORROWING

	[Date]



Union Bank of California, N.A., as Agent
500 South Main Street, Suite 201
Orange, California  92868

Attention:  Vice President

	Re:	Credit Agreement Dated as of January 30, 1998 (the "Credit 
Agreement")


Ladies and Gentlemen:

	Pursuant to the provisions of Section [2.1(iv)/2.4(iii)] of the 
Credit Agreement, Petco Animal Supplies, Inc. (the "Borrower") hereby gives 
irrevocable and binding notice to you, as Agent, that the Borrower is 
requesting a Loan to be made under the Credit Agreement as follows 
(capitalized terms have the definitions set forth in the Credit Agreement):

	1.	Aggregate Loan Amount:  $____________.
		Term Loans:  			$___________
		Revolving Loans:		$___________
		[At least $1,000,000 or multiple of $500,000]

	2.	Borrowing Date:  ____________, ____.
		[Same date for Base Rate Loans; at least 3 Business Days for 
LIBOR Loans.]

	3.	(a)  Revolving Loans will be [LIBOR Loans ($______) and/or Base 
Rate Loans ($______)].

		(b)	Term Loans will be [LIBOR Loans
			($_________)  and/or Base Rate Loans
			($_________)]

	4.	LIBOR Loans will have the following Interest Periods [1, 2, 3 
or 6 months]:

		(a)	Revolving Loans
			$_________:  ____ months
			$_________:  ____ months

		(b)	Term Loans
			$_________:	_____ months
			$_________:    _____ months

		[no more than 10 Loans in aggregate to be outstanding]

	[5.	Loan proceeds are to be used for an Acquisition and such 
Acquisition does/does not require the Borrower to file an SEC 
Report.  If such SEC Report must be filed, Acquisition 
Documents certified by an Authorized Officer are included.]

	[6.	Loan proceeds are to be used for an Acquisition.  Such 
Acquisition will be consummated on __________, ___________ 
[date of Loan funding].]

	7.	The undersigned certifies that:

		A.	There exists no Default or Event of Default.

		B.	The representations and warranties contained in Article 5 
of the Credit Agreement are true and correct as of the 
Borrowing Date.

		C.	No event has occurred, or condition exists, which could 
have a Material Adverse Effect.

Sincerely,

PETCO ANIMAL SUPPLIES, INC.



By______________________________
	Name:
	Title:

*	To be included if interest assigned consists of a 
Revolving Commitment or Revolving Loans.
1	Calculated as follows:  Net Income ($______), plus 
provisions for taxes ($_______), plus depreciation and 
amortization ($________), plus Interest Expense ($_______), 
provided that Borrower shall be permitted to adjust such 
amounts as set forth in Section 6.18 for the first six 
quarters.