CREDIT AGREEMENT

                                      Among

                              FLANDERS CORPORATION,

                                  As Borrower,

                   SUNTRUST EQUITABLE SECURITIES CORPORATION,

                                As Lead Arranger,

                                 SUNTRUST BANK,

                    as Administrative Agent, Issuing Lender,

                             and Swing Line Lender,

                                       and

                            The LENDERS Party Hereto

                                February 9, 2000


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                                TABLE OF CONTENTS

TABLE OF CONTENTS.............................................................i

CREDIT AGREEMENT..............................................................1

BACKGROUND....................................................................1

TERMS.........................................................................1

SECTION 1. DEFINITIONS........................................................1

     1.1        Defined Terms.................................................1
     1.2        Other Definitional Provisions................................10

SECTION 2. THE CREDIT FACILITIES.............................................10

     2.1        The Revolving Credit Advances................................10
     2.2        Making Revolving Credit Advances.............................11
     2.3        Swing Line Advances..........................................13
     2.4        The Line of Credit Facility..................................13
     2.5        Requesting Letters of Credit and Making Line
                of Credit Default Advances...................................14
     2.6        Evidence of Indebtedness.....................................16
     2.7        Principal....................................................16
     2.8        Interest.....................................................16
     2.9        Fees.........................................................17
     2.10       Termination and Reduction of the Commitments.................18
     2.11       Optional Prepayments.........................................18
     2.12       Continuation and Conversion Elections Applicable
                to Revolving Credit Advances.................................19
     2.13       Computations and Manner of Payments..........................20
     2.14       Yield Protection; Changed Circumstances......................21
     2.15       Liability Regarding Letters of Credit........................24
     2.16       Indemnification Regarding Letters of Credit..................24
     2.17       Obligations Absolute (relating to Letters of Credit).........24

SECTION 3. SECURITY AND GUARANTIES...........................................25

     3.1        Stock Pledge.................................................25
     3.2        Guaranties...................................................26

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SECTION 4. REPRESENTATIONS AND WARRANTIES....................................27

     4.1        Corporate Existence; Compliance with Law; Name History.......27
     4.2        Corporate Power and Authorization to Execute Loan
                Documents; No Conflict; No Consent...........................27
     4.3        Enforceable Obligations......................................28
     4.4        Financial Condition..........................................28
     4.5        No Litigation................................................28
     4.6        Investment Company Act; Regulation...........................29
     4.7        Disclosure and No Untrue Statements..........................29
     4.8        Title to Assets; Leases in Good Standing.....................29
     4.9        Payment of Taxes.............................................30
     4.10       Agreement or Contract Restrictions; No Default...............30
     4.11       Patents, Trademarks, Licenses, Etc...........................30
     4.12       Government Contract..........................................30
     4.13       ERISA Requirement............................................30
     4.14       Solvency.....................................................31
     4.15       Racketeer Influenced and Corrupt Organization(s) Act.........31
     4.16       Location of Offices..........................................31
     4.17       Subsidiaries.................................................31

SECTION 5. CONDITIONS OF LENDING.............................................32

     5.1        Continuing Accuracy of Representations and Warranties........32
     5.2        No Default...................................................32
     5.3        Opinion of Borrower's Counsel................................32
     5.4        Approval of Counsel..........................................32
     5.5        Loan Documents...............................................32
     5.6        UCC Filings and Stock Certificates...........................32
     5.7        Supporting Documents.........................................33

SECTION 6. AFFIRMATIVE COVENANTS.............................................34

     6.1        Financial Reports and Other Information......................34
     6.2        Payment of Indebtedness; Performance of Other
                Covenants; Payment of Other Obligations......................35
     6.3        Conduct of Business; Maintenance of Existence
                and Rights...................................................35
     6.4        Maintenance of Property......................................36
     6.5        Right of Inspection; Discussions.............................36
     6.6        Notices......................................................36
     6.7        Payment of Taxes; Liens......................................37
     6.8        Insurance of Properties......................................37
     6.9        True Books...................................................37
     6.10       Observance of Laws...........................................37
     6.11       Further Assurances...........................................37
     6.12       ERISA Benefit Plans..........................................38
     6.13       Withholding Taxes............................................38

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     6.14       Change of Name, Principal Place of Business,
                Office, or Agent.............................................38
     6.15       Financial Covenants..........................................38
     6.16       Affirmative Covenants Applicable to Subsidiaries.............39

SECTION 7. NEGATIVE COVENANTS................................................39

     7.1        Indebtedness.................................................39
     7.2        Limitations on Mortgages, Liens, Etc.........................39
     7.3        Guaranties...................................................39
     7.4        Merger, Sale of Assets, Sale-Leaseback
                Transactions, Dissolution, Etc...............................39
     7.5        Acquisitions.................................................40
     7.6        Prohibitions on Dividends, Redemptions,
                Distributions and Other Payments.............................40
     7.7        Limitations on Loans, Advances, Investments,
                Transfer of Assets, and Acquisition of Assets................40
     7.8        Regulation U.................................................40
     7.9        Insider Transactions.........................................41
     7.10       Loans to Officers, Stockholders, Employees, Etc..............41
     7.11       Changes in Governing Documents, Accounting
                Methods, Fiscal Year.........................................41
     7.12       Negative Covenants Applicable To Subsidiaries................41

SECTION 8. EVENTS OF DEFAULT.................................................42

     8.1        Payment of Obligations Under Loan Documents..................42
     8.2        Representation or Warranty...................................42
     8.3        Covenants Under the Loan Documents...........................42
     8.4        Other Defaults under the Loan Documents......................42
     8.5        Cross-Default................................................42
     8.6        Payment, Performance, or Default of Other
                Monetary Obligations.........................................43
     8.7        Other Covenants or Defaults to Lenders or Others.............43
     8.8        Liquidation; Dissolution; Bankruptcy; Etc....................43
     8.9        Involuntary Bankruptcy, Etc..................................43
     8.10       Judgments....................................................44
     8.11       Attachment, Garnishment, Liens Imposed by Law................44
     8.12       Corporate Existence, Transfer of Property....................44
     8.13       Invalidity of Security Interest and Liens;
                Transfer of Collateral.......................................44
     8.14       Invalidity of Guaranty.......................................44
     8.15       Subsidiaries.................................................44

SECTION 9. RIGHTS AND REMEDIES...............................................45

     9.1        Remedies Available Under Loan Documents and Otherwise........45
     9.2        Remedies Upon Event of Default...............................45

SECTION 10. THE ADMINISTRATIVE AGENT.........................................45

     10.1       Authorization and Action.....................................45

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     10.2       Administrative Agent's Reliance, Etc.........................46
     10.3       SunTrust Bank and Affiliates.................................46
     10.4       Lender Credit Decision.......................................47
     10.5       Indemnification by Lenders...................................47
     10.6       Successor Administrative Agent...............................47

SECTION 11. MISCELLANEOUS....................................................48

     11.1       Amendments and Waivers.......................................48
     11.2       Sharing of Payments..........................................48
     11.3       Liens; Set-Off...............................................49
     11.4       Payment of Expenses, Including Attorneys' Fees and Taxes.....49
     11.5       Notices......................................................50
     11.6       Governing Law................................................50
     11.7       Venue; Personal Jurisdiction.................................50
     11.8       Severability and Enforceability of Provisions................50
     11.9       Failure of Party to Execute..................................51
     11.10      Counterparts; Facsimile Signatures; Effective Date...........51
     11.11      No Waiver....................................................51
     11.12      Cumulative Remedies..........................................51
     11.13      Course of Dealing; Amendment; Supplemental Agreements........51
     11.14      Time of Essence..............................................52
     11.15      Binding Obligation on Successors and Assigns.................52
     11.16      Assignments and Participations...............................52
     11.17      Reliance Upon, Survival of and Materiality of
                Representations and Warranties, Agreements,
                and Covenants................................................53
     11.18      Legal or Governmental Limitations............................54
     11.19      Estoppel and Release.........................................54
     11.20      Waiver of Appraisement, Valuation, Stay, etc.................54
     11.21      Consultation With Counsel; Voluntary Execution...............55
     11.22      Cooperation, Further Assurances..............................55
     11.23      WAIVER OF TRIAL BY JURY......................................55


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Schedule 1.1(a)..............................................................60

SCHEDULE 1.1(b)..............................................................61

SCHEDULE 2.4.................................................................62

SCHEDULE 4.1(a)..............................................................63

SCHEDULE 4.1(b)..............................................................64

SCHEDULE 4.5.................................................................65

SCHEDULE 4.16................................................................66

SCHEDULE 7.7.................................................................67

SCHEDULE 7.9.................................................................68

EXHIBIT A  BORROWING NOTICE..................................................69

EXHIBIT B  CONVERSION/CONTINUANCE NOTICE.....................................71

EXHIBIT C  FORM OF ASSIGNMENT AND ACCEPTANCE.................................73

EXHIBIT D  SWEEP AGREEMENTS..................................................77



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                                CREDIT AGREEMENT

    THIS  CREDIT  AGREEMENT  is made  and  entered  into  as of this  9th day of
February,   2000,  by  and  between  FLANDERS  CORPORATION,   a  North  Carolina
corporation,  as Borrower,  SUNTRUST EQUITABLE SECURITIES  CORPORATION,  as Lead
Arranger,  SUNTRUST BANK, a state bank organized  under the laws of Georgia,  as
Administrative  Agent,  the Lenders  which are, or may from time to time become,
listed on the signature  pages of this Agreement or any assignment  hereof,  and
SUNTRUST BANK, as Swing Line Lender, Issuing Lender, and a Lender.

                                   BACKGROUND

    Borrower  has  applied to Lenders  for a  revolving  credit  facility in the
maximum principal amount of  $30,000,000.00  (including a swing line facility in
the maximum principal amount of $2,000,000.00) and a line of credit facility for
the  issuance  of  letters  of  credit  in  the  maximum   principal  amount  of
$15,000,000.00.  Lenders are willing to establish on their books such  revolving
credit  (including  the swing  line  availability)  and the line of  credit  for
Borrower upon the terms and conditions described in this Agreement.

                                      TERMS

    NOW, THEREFORE,  in consideration of the premises and the mutual agreements,
covenants,  and conditions herein,  Borrower,  Lenders, and Administrative Agent
agree as follows:

                             SECTION 1. DEFINITIONS.

    1.1 Defined Terms. Except as otherwise expressly provided in this Agreement,
the following  capitalized terms shall have the respective  meanings ascribed to
them for all purposes of this Agreement:

    "Addendum to Stock Pledge Agreement" has the meaning specified in Subsection
3.1 hereof.

    "Advance"  means  a  Revolving  Credit  Advance,  a Line of  Credit  Default
Advance, or a Swing Line Advance.

    "Administrative  Agent" means SunTrust Bank, its successors and assigns,  in
its capacity as agent  hereunder  and under the other Loan  Documents,  together
with any successor agent appointed pursuant to the provisions hereof.


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    "Affiliate" means a Person that,  directly or indirectly through one or more
intermediaries,  controls or is  controlled  by or is under common  control with
another Person.

    "Agreement"  means  this  Credit  Agreement,  as the  same  may be  amended,
supplemented,  restated,  replaced,  or otherwise  modified from time to time in
accordance with the provisions hereof.

    "Applicable Margin" means one percent (1.00%) per annum initially, and reset
sixty  (60)  days  after  each  quarter-end  thereafter,  based on the  Ratio as
calculated from Borrower's previous quarter-end financial statements as follows:

                 Applicability                       Applicable Margin

    (i)    If the Ratio is less than 1.00                  1.00%

    (ii)   If the Ratio is greater than or                 1.50%
             equal to 1.00 but is less than 1.50

    (iii)  If the Ratio is greater than                    2.00%
             or equal to 1.50


    "Assignment  and  Acceptance   Agreement"  has  the  meaning   specified  in
Subsection 11.16 hereof.

    "Base Advance" means an Advance bearing interest based on the Base Rate.

    "Base Rate" means a per annum  interest  rate equal to the lesser of (a) the
highest  lawful rate, and (b) the greater of (i) the Prime Rate (ii) or one-half
percent (0.5%) per annum above the Federal Funds Rate.

    "Borrower" means Flanders Corporation, a North Carolina corporation, and its
successors and permitted assigns.

    "Business  Day" means a day that is not a  Saturday,  a Sunday,  or a day on
which Administrative Agent is closed pursuant to authorization or requirement of
law.

    "Borrowing Notice" has the meaning specified in Subsection 2.2 hereof.

    "Capital  Stock"  means,  as to any  Person,  the equity  interests  in such
Person, including, without limitation, the shares of each class of capital stock
of any  Person  that is a  corporation,  the  partnership  interests  (including
without limitation,  general, limited and preferred units) in any Person that is
a  partnership,  and the  membership  interests  in any Person that is a limited
liability company.

    "Consequential  Loss" with respect to (a) the  Borrower's  payment of all or
any portion of the then-outstanding principal amount of a LIBOR Advance on a day


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other  than the last day of the  related  Interest  Period,  including,  without
limitation,  payments made as a result of the  acceleration of the maturity of a
Note, (b) subject to Administrative  Agent's prior consent, a LIBOR Advance made
on a date other than the date on which the  Advance is to be made  according  to
Section 2.2(a) or Section 2.12 hereof to the extent such Advance is made on such
other  date at the  request  of the  Borrower,  or (c) any of the  circumstances
specified in Section 2.14 hereof on which a Consequential  Loss may be incurred,
means any loss, cost or expense incurred by any Lender as a result of the timing
of the  payment or  Advance  or in  liquidating,  redepositing,  redeploying  or
reinvesting  the  principal  amount  so paid or  affected  by the  timing of the
Advance or the  circumstances  described in Section  2.14  hereof,  which amount
shall be the same of (i) the  interest  that,  but for the  payment or timing of
Advance,  such  Lender  would have earned in respect of that  principal  amount,
reduced,  if such  Lender  is able  to  redeposit,  redeploy,  or  reinvest  the
principal  amount,  by the  interest  earned  by  such  Lender  as a  result  of
redepositing,  redeploying  or  reinvesting  the principal  amount plus (ii) any
expense  or  penalty   incurred  by  such  Lender  by  reason  of   liquidating,
redepositing,   redeploying   or   reinvesting   the  principal   amount.   Each
determination  by each  Lender of any  Consequential  Loss is, in the absence of
manifest error, presumptive evidence of the validity of such claim.

    "Consistent  Basis"  means,  in  reference to the  application  of Generally
Accepted  Accounting  Principles that the accounting  principles observed in the
current period are  comparable in all material  respects to those applied in the
preceding period.

    "Continue," "Continuation" and "Continued" each refer to the continuation of
a LIBOR Advance from one Interest Period to the next Interest Period.

    "Current Ratio" means the ratio of current assets to current  liabilities of
Borrower and its Subsidiaries on a consolidated basis.

    "Default Rate" has the meaning contained in Subsection 2.8 hereof.

    "EBITDA"  means,  for the Borrower and its  Subsidiaries  on a  consolidated
basis,  for any  period of  determination,  the sum of (a) net  income  for such
period,  plus  (b)  amortization  and  depreciation  for such  period,  plus (c)
extraordinary  non-cash  charges  (not to exceed  $1,000,000.00  per item unless
consented to in writing by Administrative  Agent) (minus extraordinary  non-cash
income) and other extraordinary items for such period, plus (d) interest expense
for such period, plus (f) income tax expense for such period.

    "ERISA" means the Employee  Retirement  Income  Security Act of 1974, as the
same may be supplemented or amended from time to time.

    "Event of Default" means any of the events specified in Section 8 hereof.



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    "Federal Funds Rate" means, for any period, a fluctuating  interest rate per
annum equal for each day during such period to the weighted average of the rates
on overnight  federal  funds  transactions  with members of the Federal  Reserve
System arranged by federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the next  preceding  Business Day) by the Federal
Reserve Bank of Dallas,  or, if such rate is not so published  for any day which
is a  Business  Day,  the  average  of the  quotations  for  such  date  on such
transactions  received by Administrative  Agent from three federal funds brokers
of recognized standing selected by it.

    "Fixed Charge Coverage Ratio" means the ratio of EBITDA to Fixed Charges.

    "Fixed   Charges"  means  for  the  Borrower  and  its   Subsidiaries  on  a
consolidated  basis the sum of (a) required or scheduled  principal payments and
required capital lease payments for the coming twelve months, plus (b) cash paid
for  interest  payments for the previous  twelve  months,  and (c) cash paid for
taxes for the previous twelve months.

    "Generally  Accepted  Accounting   Principles"  means  those  principles  of
accounting set forth in Opinions of the Financial  Accounting Standards Board or
the  American  Institute  of Certified  Public  Accountants  or which have other
substantial  authoritative support and are applicable in the circumstances as of
the date of any report  required  herein or as of the date of an  application of
such principles as required herein.

    "Guarantor"  and  "Guarantors"  means  each  currently  owned  or  hereafter
acquired  direct or  indirect  Subsidiary  of Borrower  with annual  revenues or
assets in excess of  $1,000,000.00,  but shall include,  at a minimum,  Air Seal
Filter Housing,  Inc.,  Airseal West, Inc.,  Eco-Air  Products,  Inc.,  Flanders
Airpure Products Company, LLC, Flanders/CSC Corporation, Flanders Filters, Inc.,
Flanders  International  Pte, Ltd.,  Industrias  Seco de Tijuana,  S.A. de C.V.,
Precisionaire,   Inc.,  Sierra  Ridge  Filtration,   Inc.,  Tidewater  Airfilter
Fabrication Co.

    "Guaranty"  and  "Guaranties"  have the meaning  specified in Subsection 3.2
hereof.

    "Interest  Period"  means,  with  respect to any LIBOR  Advance,  the period
beginning on the date the Advance is made or  Continued  as a LIBOR  Advance and
ending one, two, three, or six months thereafter (as the Borrower shall select),
provided, however, that:

        (a) the Borrower may not select any Interest  Period that ends after any
principal  repayment  date unless,  after giving effect to such  selection,  the
aggregate principal amount of LIBOR Advances having Interest Periods that end on
or prior  to such  principal  repayment  date,  shall  be at least  equal to the
principal amount of Advances under such facility due and payable on and prior to
such date;



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        (b) whenever the last day of any Interest  Period would  otherwise occur
on a day other than a Business Day, the last day of such  Interest  Period shall
be extended to occur on the next  succeeding  Business Day,  provided,  however,
that if such extension would cause the last day of such Interest Period to occur
in the next following calendar month, the last day of such Interest Period shall
occur on the next preceding Business Day; and

        (c) whenever the first day of any Interest  Period occurs on a day of an
initial  calendar month for which there is no numerically  corresponding  day in
the calendar  month that succeeds such initial  calendar  month by the number of
months  equal to the number of months in such  Interest  Period,  such  Interest
Period shall end on the last Business Day of such succeeding calendar month.

    "Issuing Lender" means SunTrust Bank, its successors and assigns.

    "Lead  Arranger"  means  SunTrust  Equitable  Securities  Corporation,   its
successors and assigns.

    "Lenders" means, collectively, the persons identified as "Lenders" which are
or from  time  to  time  may  become,  listed  on the  signature  pages  of this
Agreement,  together with their successors and permitted  assigns,  and "Lender"
means any one of the Lenders. "Lender" shall be deemed to also make reference to
Swing Line Lender and Issuing Lender, unless the context shall clearly otherwise
require.

    "Letters of Credit" has the meaning contained in Subsection 2.4 hereof.

    "Letter of Credit Contingent  Obligations" and "Letters of Credit Contingent
Obligations"  mean the  contingent  obligation  to pay the  Letter  of Credit or
Letters of Credit in the amount of credit  available  for drawing and  remaining
undrawn thereunder.

    "LIBOR Advance" means an Advance bearing interest based on the LIBOR Rate.

    "LIBOR Rate" means a simple per annum  interest  rate equal to the lesser of
(a) the highest lawful rate, and (b) sum of the Applicable Margin plus the LIBOR
Rate Basis.  The LIBOR Rate shall,  with  respect to LIBOR  Advances  subject to
reserve or deposit requirements under any law, be subject to premiums,  assessed
therefor by each Lender,  which are payable directly to each Lender in an amount
sufficient to compensate  such Lender for any increased  cost or reduced rate of
return attributable to such reserve deposit  requirements.  Any calculation by a
Lender of such  increased  cost or reduced rate of return which is in reasonable
detail and submitted to Borrower  shall,  in the absence of manifest  error,  be
presumptive  evidence of the  validity of such claim.  Once  determined  for any
LIBOR  Advance,  the LIBOR Rate shall  remain  unchanged  during the  applicable
Interest Period.



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<PAGE>

    "LIBOR Rate Basis"  means,  for any LIBOR  Advance for any  Interest  Period
therefor,  the rate per annum  (rounded  upwards,  if necessary,  to the nearest
1/100 of 1%) appearing in the Money Rates section of The Wall Street  Journal as
the London interbank  offered rate for deposits in U.S. dollars at approximately
11:00  a.m.  (London  time)  two  Business  Days  prior to the first day of such
Interest Period for a term comparable to such Interest Period. If for any reason
such rate is not  available,  the term "LIBOR Rate  Basis"  shall mean,  for any
LIBOR  Advance for any Interest  Period  therefor,  the rate per annum  (rounded
upwards,  if necessary,  to the nearest 1/100 of 1%) appearing on Reuters Screen
LIBO Page as the London  interbank  offered rate for deposits in U.S. dollars at
approximately  11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however,  if more than one rate is  specified on Reuters  Screen LIBO Page,  the
applicable rate shall be the arithmetic means of all such rates.

    "Line of Credit Commitment" means $15,000,000.00, as the same may be reduced
from time to time or terminated pursuant to the terms hereof.

    "Line of Credit  Default  Advance"  means an advance made by a Lender to the
Borrower pursuant to Section 2.5 hereof.

    "Line of Credit  Default  Base  Rate"  means an  interest  rate equal to two
percent (2.00%) above the Base Rate.

    "Line of Credit Default Base Rate Advance" means an advance bearing interest
at the Line of Credit Default Base Rate.

    "Line of Credit  Note"  means a  promissory  note of Borrower  evidencing  a
Lender's Specified Percentage of Letter of Credit Contingent Obligations and any
Line of Credit  Default  Advances,  and  Lender's  Specified  Percentage  of any
unreimbursed  amounts  paid in respect of Letters of Credit,  together  with any
extension, renewal, or amendment thereof, or substitution therefor.

    "Loan Documents" means this Agreement,  the Revolving Credit Notes, the Line
of Credit Notes,  the Swing Line Note, the Tax  Indemnification  Agreement,  the
Guaranties,  the Stock  Pledges,  the  Addenda to Stock  Pledges,  and all other
documents executed in connection therewith.

    "Material  Adverse  Effect"  means (a) a material  adverse  effect  upon the
business, operations, properties, assets, condition (financial or otherwise), or
prospects of Borrower and its Subsidiaries, taken as a whole or (b) the material
impairment of the ability of Borrower to perform, or of Administrative  Agent or
Lenders to enforce, the obligations hereunder.

    "Maturity Date" means June 28, 2002.



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<PAGE>

    "Note" means any Revolving  Credit Note,  Line of Credit Note, or Swing Line
Note.

    "Permitted  Acquisition" means any acquisition by Borrower or any Subsidiary
of  substantially  all assets,  Capital  Stock or other equity  interests of any
Person if: (a) as a consequence  of such  transaction  Borrower  would not be in
violation  of the  provisions  of  Section  6.15  hereof or any  other  terms or
conditions of this Agreement,  (b) the total  consideration for such acquisition
(including  without  limitation  cash paid,  stock  issued,  and debt assumed by
Borrower or any Subsidiary),  when aggregated with the total  consideration  for
all other such  acquisitions by Borrower or any of its  Subsidiaries on or after
the date of this  Agreement,  does not exceed  thirty-five  percent (35%) of the
Tangible Net Worth of Borrower and its Subsidiaries on a consolidated basis, and
(c) if such transaction involves a merger to which Borrower or any Subsidiary is
a party,  Borrower (or the applicable  Subsidiary)  must be the survivor of such
merger.

    "Permitted  Indebtedness" means (a) indebtedness to Lenders pursuant to this
Agreement;  (b) indebtedness now existing,  in such amounts, and with such terms
as described in Schedule 1.1(a) attached hereto;  (c)  indebtedness  incurred in
connection  with the  purchase of  equipment or vehicles and secured by purchase
money  security   interests  therein  in  an  aggregate  amount  not  to  exceed
$500,000.00  outstanding at any time; (d) unsecured  indebtedness to a Guarantor
(or, in the case of Permitted  Indebtedness  of a  Subsidiary,  to Borrower or a
Guarantor) and indebtedness, not to exceed $1,000,000.00 in the aggregate at any
time, to one or more  Subsidiaries of Borrower that are not Guarantors,  and (e)
other  unsecured  indebtedness in an amount not to exceed  $1,000,000.00  in the
aggregate at any time.

    "Permitted  Liens"  means (a)  mortgages or security  interests  that secure
Borrower's  indebtedness to Lenders pursuant to the term of this Agreement;  (b)
liens now existing and in such amounts as described in Schedule  1.1(b) attached
hereto;  (c) purchase money security liens incurred in connection  with purchase
money  indebtedness   constituting  Permitted   Indebtedness;   (d)  mechanics',
workmen's,  materialmen's, or other like liens arising in the ordinary course of
business  in  respect  of  obligations  which  are not due or  which  are  being
contested in good faith;  (d) liens for taxes not yet due or being  contested in
good  faith  by  appropriate  proceedings,  and,  in the  case  of  those  being
contested,  as to which  Borrower  shall  have set aside on its  books  adequate
reserves;  and (e)  easements,  rights-of-way,  restrictions,  and other similar
encumbrances  incurred in the ordinary  course of business  and not  interfering
with the ordinary course of the business.

    "Person" means any corporation, business entity, natural person, firm, joint
venture,   partnership,   trust,   unincorporated   organization,   association,
government, or any department or agency of any government.



                                       7
<PAGE>

    "Prime Rate" means the annual  interest  rate  announced by SunTrust  Banks,
Inc.,  from time to time,  as the "prime  rate" (which  interest  rate is only a
bench mark, is purely  discretionary,  and is not necessarily the best or lowest
rate charged  borrowing  customers  of any  subsidiary  bank of SunTrust  Banks,
Inc.).

    "Pro  Rata"  means,  as to any  Lender,  in  accordance  with its  Specified
Percentage.

    "Ratio"  means  the  ratio of Total  Net  Liabilities  of  Borrower  and its
Subsidiaries (on a consolidated  basis) to Tangible Net Worth (on a consolidated
basis).

    "Required  Lenders"  means at any time the  Lenders  owing or holding in the
aggregate at least 51% of the sum of the aggregate  unpaid  principal  amount of
the Advances and the aggregate Letter of Credit  Contingent  Obligations,  or in
the event that no  Advances  or Letters of Credit are  outstanding,  the Lenders
having at least 51% of the aggregate amount of the Revolving  Credit  Commitment
and the Line of Credit Commitment.

    "Revolving Credit Advance" means an advance made by a Lender to the Borrower
pursuant to Section 2.1 hereof.

    "Revolving Credit Base Rate" means an interest rate equal to the Base Rate.

    "Revolving  Credit Base Rate Advance" means an advance  bearing  interest at
the Revolving Credit Base Rate.

    "Revolving  Credit  Commitment"  means  $30,000,000.00,  as the  same may be
reduced from time to time or terminated pursuant to the terms hereof.

    "Revolving  Credit  Facility"  means the  facility  established  pursuant to
Subsection 2.1 hereof.

    "Revolving  Credit  Note" means a  promissory  note of  Borrower  evidencing
Revolving Credit Advances  hereunder,  together with any extension,  renewal, or
amendment thereof, or substitution therefor.

    "Solvent"  means,  with  respect  to any  Person,  that  as of the  date  of
determination,  both (a)(i) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including contingent
obligations)  of such  Person  and (z)  greater  than the  amount  that  will be
required to pay the probable liabilities of such Person's then existing debts as
they become  absolute and matured  considering  all financing  alternatives  and
potential asset sales  reasonably  available to such Person;  (ii) such Person's
capital  is  not  unreasonably   small  in  relation  to  its  business  or  any
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur, or believe or reasonably should believe that it will incur,  debts beyond
its ability to pay such debts as they become due and (b)



                                       8
<PAGE>

such  Person is solvent  within the meaning  given that term and  similar  terms
under applicable laws relating to fraudulent transfers.

    "Specified  Percentage"  means, as to any Lender,  the percentage  indicated
beside its name on the signature  pages of this  Agreement or any Assignment and
Acceptance Agreement.

    "Stock Pledge" has the meaning specified in Subsection 3.1 hereof.

    "Subsidiary" means, for any Person, any corporation,  partnership,  or other
entity of which fifty percent (50%) or more of the securities or other ownership
interests having ordinary voting power to elect the board or directors or having
direct power to perform  functions similar to that of a board of directors is at
the time directly or indirectly  owned or controlled by such Person.  Unless the
context  clearly  indicates  otherwise,  the term  "Subsidiary"  refers  to each
Subsidiary of Borrower currently owned or hereafter acquired.

    "Sweep Agreement" has the meaning specified in Subsection 2.3 hereof.

    "Swing  Line  Advance"  means an advance  made by the Swing  Line  Lender to
Borrower pursuant to Subsection 2.3 hereof.

    "Swing Line Base Rate" means an interest rate equal to the Base Rate.

    "Swing  Line Base Rate  Advance"  means an advance  bearing  interest at the
Swing Line Base Rate.

    "Swing Line Commitment" means $2,000,000.00.

    "Swing Line Facility" means the facility  established pursuant to Subsection
2.3 hereof.

    "Swing Line Lender" means SunTrust Bank, its successors and assigns.

    "Swing Line Note" means the  promissory  note of Borrower  evidencing  Swing
Line Advances  hereunder,  together with any  extension,  renewal,  or amendment
thereof, or substitution therefor.

    "Tangible  Net  Worth"  means the  aggregate  amount of assets  shown on the
balance  sheet  of  Borrower  and  its  Subsidiaries  on a  consolidated  basis,
excluding capitalized  organization and development costs, capitalized interest,
goodwill, patents, trademarks, copy rights, franchises, licenses, and such other
assets  classified as "intangible  assets" under Generally  Accepted  Accounting
Principles,  less  all  liabilities  of  Borrower  and  its  Subsidiaries  on  a
consolidated basis.

    "Tax  Indemnification  Agreement"  means  the  agreement  between  Borrower,
Lenders  and  Administrative  Agent  of  even  date  regarding  payment  of  and




                                       9
<PAGE>

reimbursement  for documentary stamp taxes and intangible taxes, and any similar
agreements   that  may  be  entered  into   between   Borrower,   Lenders,   and
Administrative Agent from time to time.

    "Total Net  Liabilities"  means  total  liabilities  minus cash in excess of
$1,000,000.00 of Borrower and its Subsidiaries on a consolidated basis.

    "Unused Fee Percentage"  means one-tenth percent (0.1%) per annum initially,
and reset sixty (60) days after each quarter-end thereafter,  based on the Ratio
as calculated  from  Borrowers'  previous  quarter-end  financial  statements as
follows:

     Applicability                                        Unused Fee Percentage

     (i)    If the Ratio is less than 1.00                      0.10%

     (ii)   If the Ratio is greater than or                     0.15%
              equal to 1.00 but is less than 1.50

     (iii)  If the Ratio is greater than                        0.20%
              or equal to 1.50

    1.2 Other  Definitional  Provisions.  The terms  "material" and "materially"
shall  have  the  meanings  ascribed  to such  terms  under  Generally  Accepted
Accounting  Principles  as such would be applied to the  business of Borrower or
others,  except as the context shall clearly otherwise  require;  (b) all of the
terms defined in this  Agreement  shall have such defined  meanings when used in
other documents  issued under, or delivered  pursuant to, this Agreement  unless
the context shall  otherwise  require;  (c) words in singular  shall include the
plural and words in plural  shall  include  the  singular,  unless  the  context
clearly  requires  otherwise;  (d) accounting  terms to the extent not otherwise
defined  shall  have the  respective  meanings  given them  under,  and shall be
construed in accordance with,  Generally  Accepted  Accounting  Principles;  (e)
terms defined in, or by reference to, Article 9 of the Uniform  Commercial  Code
as adopted in Florida to the extent not otherwise  defined herein shall have the
respective  meanings  given to them in Article 9 with the  exception of the word
"document"  unless the context  clearly  requires  such  meaning;  (f) the words
"hereby," "hereto," "hereof," "herein,"  "hereunder" and words of similar import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any  particular  provision  of this  Agreement;  (g) words of any  gender  shall
include all other genders; and (h) whenever in this Agreement any of the parties
hereto is referred to, such reference  shall be deemed to include the successors
and  assigns  of  such  parties  unless  the  context  shall  expressly  provide
otherwise.

                        SECTION 2. THE CREDIT FACILITIES.

    2.1 The Revolving Credit  Advances.  Each Lender  severally  agrees,  on the
terms and subject to the  conditions  hereinafter  set forth,  to make Revolving



                                       10
<PAGE>

Credit Advances to the Borrower from time to time on a Business Day prior to the
Maturity  Date in an  aggregate  principal  amount  not to  exceed  at any  time
outstanding  (i) such Lender's  Specified  Percentage  of the  Revolving  Credit
Commitment, less (ii) such Lender's Specified Percentage of the aggregate amount
of Swing Line Advances then outstanding.  Subject to the terms and conditions of
this Agreement, the Borrower may borrow, repay and reborrow the Revolving Credit
Advances;  provided,  however,  that at no time shall the sum of all outstanding
Revolving  Credit  Advances  plus  all  outstanding  Swing  Line  Advances  then
outstanding ever exceed the Revolving Credit Commitment.

    2.2 Making Revolving Credit Advances.

        (a) Each borrowing of Revolving  Credit  Advances shall be made upon the
written notice of the Borrower,  received by Administrative Agent not later than
(i) 10:00 a.m. two Business Days prior to the date of the proposed  borrowing in
the case of LIBOR  Advances,  and (ii) 10:00 a.m. on the date of such borrowing,
in the case of Base  Advances.  Each such  notice of a borrowing  (a  "Borrowing
Notice")  shall be by telecopy or telephone,  promptly  confirmed by letter,  in
substantially the form of Exhibit "A" hereto specifying therein:

            (i) the date of such proposed  borrowing,  which shall be a Business
Day;

            (ii) the type of Advances of which the borrowing is to be comprised;

            (iii) the amount of such  proposed  borrowing  which:  (A) shall not
exceed the unused portion of the Revolving Credit Commitment,  and (B) shall, in
the case of a  borrowing  of LIBOR  Advances,  be in an  amount of not less than
$100,000.00 or an integral multiple of $50,000.00 in excess thereof; and

            (iv) if the  borrowing  is to be comprised  of LIBOR  Advances,  the
duration of the initial Interest Period applicable to such Advances.

        (b) If the Borrowing Notice fails to specify the duration of the initial
Interest  Period for any Borrowing  comprised of LIBOR  Advances,  such Interest
Period shall be three months. Administrative Agent shall promptly notify Lenders
of each such notice.

        (c)  Notwithstanding  the  foregoing,  Borrower may not select any LIBOR
Advances  if (i) the  obligation  of the  Lenders  to  make  LIBOR  Advances  is
suspended pursuant to Subsection 2.14 hereof, or (ii) after giving effect to the
LIBOR  Advances,   the  aggregate  number  of  different  Interest  Periods  for
outstanding LIBOR Advances is greater than eight (8), unless otherwise agreed by
Required  Lenders  (for  purposes of this clause,  Interest  Periods of the same



                                       11
<PAGE>

duration,  but  commencing  on  different  dates,  shall be treated as different
Interest Periods).

        (d) Each Lender  shall,  before  1:00 p.m.  on the date of each  Advance
hereunder  make  available to  Administrative  Agent,  at its office at 401 East
Jackson Street,  Tampa, Florida 33602, or such other address as may be specified
by  Administrative  Agent, such Lender's  Specified  Percentage of the aggregate
Advances to be made on that day in immediately available funds.

        (e) Unless any applicable  condition specified in Section 5 has not been
satisfied,  Administrative  Agent will make the funds promptly  available to the
Borrower by wiring such amounts pursuant to any wiring instructions specified by
the Borrower to the Administrative Agent in writing.

        (f) After giving effect to any borrowing, the aggregate principal amount
of outstanding  Revolving Credit Advances plus  outstanding  Swing Line Advances
shall not exceed the Revolving Credit Commitment.

        (g) No Interest Period  applicable to any Revolving Credit Advance shall
extend beyond the Maturity Date.

        (h) Unless a Lender shall have  notified  Administrative  Agent prior to
the date of any  borrowing of Revolving  Credit  Advances  that it will not make
available its Revolving  Credit  Advance,  Administrative  Agent may assume that
such Lender has made the appropriate amount available in accordance with Section
2.2(a) hereof, and  Administrative  Agent may, in reliance upon such assumption,
make available to the Borrower a corresponding  amount. If and to the extent any
Lender shall not have made such amount available to  Administrative  Agent, such
Lender  and the  Borrower  severally  agree  to repay  to  Administrative  Agent
immediately on demand such corresponding  amount together with interest thereon,
from the date such amount is made  available to the Borrower until the date such
amount is repaid to  Administrative  Agent,  at (i) in the case of the Borrower,
the Base Rate, and (ii) in the case of such Lender, the Federal Funds Rate.

        (i) The failure by any Lender to make  available  its  Revolving  Credit
Advance hereunder shall not relieve any other Lender of its obligation,  if any,
to make available its Revolving Credit Advance. In no event, however,  shall any
Lender be responsible  for the failure of any other Lender to make available any
portion of any Revolving Credit Advance.

        (j) The Borrower shall  indemnify each Lender against any  Consequential
Loss incurred by each Lender in  connection  with a LIBOR Advance as a result of
(i) any failure to fulfill,  on or before the date  specified  for the Revolving
Credit Advance,  the conditions to the Revolving Credit Advance set forth herein
or (ii) the Borrower's requesting that a Revolving Credit Advance not be made on
the date specified in the Borrowing Notice.



                                       12
<PAGE>

    2.3 Swing Line  Advances.  (a) Swing Line Advances may be made by Swing Line
Lender to Borrower if Swing Line Lender,  in its sole  discretion,  elects to do
so, under a swing line facility ("Swing Line Advances" and "Swing Line Facility"
respectively),  from time to time on a Business Day prior to the Maturity  Date,
in an aggregate  principal  amount (i) not to exceed at any time outstanding the
Swing Line Commitment and (ii) not to exceed the aggregate unused portion of the
Revolving Credit Commitment as of such date. Swing Line Advances may be made, in
Swing Line  Lender's  sole  discretion,  pursuant to that certain Line of Credit
Sweep Agreement and that certain Business Sweep Services  Agreement entered into
between  Borrower  and  SunTrust  Bank  (collectively,  together  with any other
documents executed in connection therewith, the "Sweep Agreement") substantially
in the form  attached  as Exhibit D hereto.  Within the limits of the Swing Line
Facility,  and so long as the Swing Line Lender, in its sole discretion,  elects
to make Swing Line Advances, Borrower may borrow and reborrow amounts repaid.

        (b)  Immediately  upon the making of each Swing Line Advance,  the Swing
Line Lender shall be deemed to have sold and  transferred  to each  Lender,  and
each Lender shall be deemed to have  purchased  and received from the Swing Line
Lender, in each case irrevocably and without any further action by any party, an
undivided  interest  and  participation  in  such  Swing  Line  Advance  and the
obligations of the Borrower under this Agreement in respect thereof in an amount
equal to the product of (x) such  Lender's  Specified  Percentage  times (y) the
amount of such Swing Line Advance.  Upon demand made by Swing Line Lender,  each
Lender shall,  according to its Specified Percentage,  promptly provide to Swing
Line Lender its purchase price therefor in an amount equal to its  participation
therein. Upon payment of the purchase price by a Lender for its participation in
the Swing Line  Advance,  the Lender  shall be  entitled to receive its pro rata
share of  interest  on the Swing Line  Advance  from the date of  payment  until
repaid,  to the extent such interest is actually  received.  The  obligations of
each Lender to provide its purchase price to Swing Line Lender shall be absolute
and unconditional,  and shall not be affected by any default or Event of Default
or any other  occurrence or event. If any Lender shall fail to make such payment
when due, such Lender shall pay interest thereon until paid at the Federal Funds
Rate.

        (c) The failure by any Lender to make available its Specified Percentage
of any Swing Line  Advance  hereunder  shall not relieve any other Lender of its
obligation, if any, to make available its Specified Percentage of any Swing Line
Advance. In no event,  however,  shall any Lender be responsible for the failure
of any other Lender to make available any portion of any Swing Line Advance.

    2.4 The Line of Credit Facility.  On the terms and subject to the conditions
hereinafter  set forth,  the Line of Credit  Facility may be utilized,  upon the
request of Borrower,  for the issuance of standby letters of credit,  commercial
letters of credit,  and documentary  letters of credit ("Letters of Credit," and
individually  a "Letter of Credit") by the Issuing Lender from time to time on a
Business  Day  prior



                                       13
<PAGE>

to the Maturity Date if Issuing Lender, in its sole discretion, elects to do so.
No Letter of Credit shall have a term  extending  beyond the Maturity  Date, nor
shall any Letter of Credit be issued which,  when the stated  amount  thereof is
aggregated  with the amount of Letter of Credit  Contingent  Obligations and any
Line of Credit Default Advances would exceed the Line of Credit Commitment,  nor
shall  any  Letter  of  Credit be  issued  (unless  Required  Lenders  otherwise
determine in their sole  discretion)  unless all amounts paid by Issuing  Lender
under Letters of Credit have been  reimbursed to Issuing  Lender by Borrower and
all Line of Credit  Default  Advances  have been  paid.  The  Letters  of Credit
previously  issued by SunTrust Bank described on the attached Schedule 2.4 shall
be deemed to be Letters  of Credit  issued by Issuing  Lender  pursuant  to this
Agreement.

    2.5 Requesting Letters of Credit and Making Line of Credit Default Advances.

        (a) Each  Letter of Credit  shall be  requested  by  irrevocable  notice
(effective   upon  receipt)  from  Borrower  to  the  Issuing   Lender  and  the
Administrative  Agent (which shall  promptly give notice thereof to the Lenders)
no later  than  10:00  a.m.  three (3)  Business  Days  prior to the date of the
proposed issuance of the Letter of Credit.  Each such notice from Borrower shall
be in writing,  or shall be by  telecopy or  telephone,  promptly  confirmed  by
letter,  specifying  therein (i) the proposed  date of issuance of the Letter of
Credit,  which shall be a Business Day, (ii) the proposed  stated amount of such
Letter of Credit,  (iii) the proposed  expiration  date of the Letter of Credit,
(iv) the proposed name and address of the  beneficiary of such Letter of Credit,
(v) the proposed form of such Letter of Credit,  and (vi) the description of the
transaction  supported by the Letter of Credit. The request shall be accompanied
by  such  other  letter  of  credit  applications,   reimbursement   agreements,
information,  and documents as the  Administrative  Agent or the Issuing  Lender
shall require, and the payment of the fees described in Subsection 2.9 hereof.

        (b) If the form of the Letter of Credit and transaction supported by the
Letter of Credit is satisfactory  to the Issuing Lender in its sole  discretion,
and subject to the other terms and  conditions  of this  Agreement,  the Issuing
Lender  will make such  Letter of Credit  available  to  Borrower at the Issuing
Lender's office  described in the signature pages hereof or as otherwise  agreed
with Borrower in connection with such issuance.

        (c) Upon the issuance of any Letter of Credit by the Issuing Lender, the
Issuing Lender shall be deemed,  irrevocably  and without  further action by any
party  hereto,  to have sold to each  Lender,  and each Lender  shall be deemed,
irrevocably  and without  further action by any party hereto,  to have purchased
from the Issuing  Lender,  an undivided  interest and  participation  in, to the
extent of such  Lender's  Specified  Percentage,  the  Letter of Credit  and the
related Letter of Credit Contingent Obligation.  The Issuing Lender shall notify
the  Administrative  Agent of the  issuance  of any  Letter of  Credit,  and the
Administrative  Agent  shall  promptly  notify  each  Lender  of  such  Lender's
Specified  Percentage  of the  amount of the  Letter



                                       14
<PAGE>

of Credit and the related Letter of Credit Contingent Obligation.  Each Lender's
Specified  Percentage  of the Letter of Credit  Contingent  Obligation  shall be
deemed  to  utilize  the  Lender's  Specified  Percentage  of the Line of Credit
Commitment and reduce the  availability  thereunder,  until such time as (i) the
related Letter of Credit  terminates or is paid and (ii) either any amounts paid
in respect of such Letter of Credit  Contingent  Obligation  are  reimbursed  by
Borrower or Line of Credit Default  Advances are made in Required  Lenders' sole
discretion with respect to such amounts.

        (d) The Issuing Lender shall give the Administrative Agent prompt notice
of any  presentation  of a draw  under a Letter  of  Credit,  including  whether
Borrower  has  reimbursed  Issuing  Lender  for such draw and  whether  Required
Lenders  have  determined,  in their  sole  discretion,  to make  Line of Credit
Default  Advances in respect  thereof,  which  notice  shall be in writing or by
telephone or telecopier,  and the Administrative  Agent shall give prompt notice
thereof to the  Lenders.  If Required  Lenders  determine to make Line of Credit
Default Advances in respect  thereof,  each Lender shall, on the date of receipt
of such notice,  make a Line of Credit Default Advance in an amount equal to its
Specified   Percentage  of  the  aggregate   advances  to  be  made,  and  shall
simultaneously  make available to the Issuing Lender,  in immediately  available
funds, the proceeds of such Line of Credit Default  Advance.  The obligations of
each  Lender  to make  such a Line of Credit  Default  Advance  and to remit the
proceeds to the Issuing  Lender shall be absolute and  unconditional,  and shall
not be affected by any  default or Event of Default or any other  occurrence  or
event.  In the event that Issuing  Lender  determines not to make Line of Credit
Default  Advances in respect of any  unreimbursed  Letter of Credit payment,  an
Event of Default shall occur hereunder.

        (e) Unless a Lender shall have  notified  Administrative  Agent  Issuing
Lender  prior to the date of any  borrowing of Line of Credit  Default  Advances
that  it  will  not  make  available  its  Line  of  Credit  Default   Advances,
Administrative Agent may assume that such Lender has made the appropriate amount
available in accordance with Section 2.5(d) hereof, and Administrative Agent and
Issuing  Lender may, in reliance upon such  assumption,  consider the respective
Contingent  Letter of Credit Obligation to be satisfied with the proceeds of the
Line of Credit Default  Advance.  If and to the extent that any Lender shall not
have so made the proceeds of such a Line of Credit Default Advance  available to
the Issuing  Lender,  if required,  the Lender and Borrower  severally  agree to
repay to the Issuing Lender  forthwith upon demand,  to the extent not collected
from the other, such  corresponding  amount together with interest thereon,  for
each day from the date of  receipt of notice of the  Advance  until the date the
Lender's  Specified  Percentage  thereof is paid to the Issuing Lender at (i) in
the case of Borrower, the Line of Credit Default Base Rate, and (ii) in the case
of the Lender, the Federal Funds Rate,  provided,  however,  that Borrower shall
not  be   required  to  repay  such  amount  if  and  to  the  extent  that  the
Administrative  Agent, in its capacity as a Lender,  has  availability  therefor
under  its  Line  of  Credit  Default  Commitment.  In such  circumstances,  the
Administrative



                                       15
<PAGE>

Agent,  in its  capacity as a Lender,  may, but shall not be required to, make a
Line of Credit  Default  Credit  Advance in respect of such amount.  If Borrower
shall repay to the  Administrative  Agent such  corresponding  amount, or if the
Administrative  Agent  in its  capacity  as a  Lender,  shall  make  an  Advance
therefor, such payment or Advance shall not relieve the delinquent Lender of its
obligations hereunder.

        (f) The failure by any Lender to make a Line of Credit  Default  Advance
and remit the  proceeds to Issuing  Lender shall not relieve any other Lender of
its obligation to do so. In no event,  however,  shall any Lender be responsible
for the failure of any other Lender to fulfill its obligations hereunder.

    2.6 Evidence of Indebtedness.

        (a) The Revolving  Credit Advances and Revolving Credit Letter of Credit
Advances  made by each Lender shall be  evidenced by a Revolving  Credit Note in
the  amount  of such  Lender's  Specified  Percentage  of the  Revolving  Credit
Commitment in effect on the date hereof.

        (b) The Swing Line Advances made by Swing Line Lender shall be evidenced
by a Swing Line Note in the amount of the Swing Line Commitment.

        (c)  Each  Lender's  Specified   Percentage  of  the  Letter  of  Credit
Contingent  Obligations and the obligations of the Borrower in respect  thereof,
and each Lender's Line of Credit  Default  Advances shall be evidenced by a Line
of Credit Note in the amount of such Lender's  Specified  Percentage of the Line
of Credit Commitment in effect on the date hereof.

        (d) Administrative  Agent's,  Issuing Lender's,  Swing Line Lender's and
Lender's records shall be presumptive evidence as to amounts owed Administrative
Agent and such Lender under the Notes and this Agreement, as to Borrower.

    2.7 Principal. (a) The Borrower shall repay all Revolving Credit Advances no
later than the Maturity Date.

        (b) The Borrower shall repay all Swing Line Advances in accordance  with
the  provisions of the Sweep  Agreement or through  Advances under the Revolving
Credit Facility, but no later than the Maturity Date.

        (c) The  Borrower  shall  repay all Line of Credit  Default  Advances no
later than the Maturity Date.

    2.8 Interest.  (a) The Borrower  shall pay interest on the unpaid  principal
amount of each Advance from the date of such Advance until such principal  shall
be paid in full, at the following rates per annum:

                                       16
<PAGE>

            (i) Each Revolving Credit Advance shall be either a Revolving Credit
Base Rate  Advance  or a LIBOR  Advance at the option of  Borrower  pursuant  to
Subsection  2.2 hereof,  each Swing Line Advance shall be a Swing Line Base Rate
Advance,  and each  Line of  Credit  Default  Advance  shall be a Line of Credit
Default Base Rate Advance.

            (ii)  Revolving  Credit  Base Rate  Advances,  Swing  Line Base Rate
Advances, and Line of Credit Default Base Rate Advances shall bear interest at a
rate per annum equal to the Revolving Credit Base Rate, Swing Line Base Rate, or
Line of Credit Default Base Rate, respectively,  as in effect from time to time.
Any unreimbursed amounts outstanding under the Line of Credit Note which are not
evidenced by Line of Credit Default  Advances shall bear interest at the Default
Rate set forth below.

            (iii) LIBOR Advances shall bear interest at the rate per annum equal
to the LIBOR Rate applicable to such Advance.

            (iv) If any amount of  principal  under any of the  Advances  is not
paid when due (whether at the stated maturity,  by  acceleration,  or otherwise)
such amount shall bear interest  until paid, at a rate  equivalent to the lesser
of (i) the highest lawful rate, or (ii) the higher of twelve percent (12.0%) per
annum or three percent (3.0%) per annum above the Base Rate, adjusted daily (the
"Default Rate").

        (b) Accrued and unpaid  interest on Base Advances  shall be paid monthly
in arrears,  on the first day of each month,  and on the Maturity Date.  Accrued
and unpaid  interest in respect of each LIBOR  Advance shall be paid on the last
day of the  appropriate  Interest  Period and on the date of any  prepayment  or
repayment of such Advance.

    2.9 Fees.

        (a) At closing,  the Borrower shall pay to Administrative  Agent for the
Pro Rata  account of the Lenders an  origination  and facility fee equal to five
hundredth  percent  (0.05%) of the Revolving  Credit  Commitment and the Line of
Credit Commitment, which amount is equal to $27,500.00.

        (b) The Borrower shall pay to the Administrative  Agent for the Pro Rata
account of the Lenders  nonrefundable fees for the issuance of Letters of Credit
(other than existing Letters of Credit  described in the attached  Schedule 2.4)
for the period from and  including the date of issuance of the Letters of Credit
until the stated expiration thereof, at a per annum rate equal to the Applicable
Margin in the case of standby letters of credit and fifty percent (50.0%) of the
Applicable  Margin in the case of commercial and documentary  letters of credit,
based on the  stated  amount of the Letter of Credit.  Fees  payable  under this
paragraph  shall be payable in advance and shall be paid on the date of issuance
of the  Letters  of  Credit  and on




                                       17
<PAGE>

the like day of any year  thereafter.  In  addition,  Borrower  shall pay to the
Issuing Lender, for the account of the Issuing Lender only, such additional fees
and  charges  as are  customarily  charged by the  Issuing  Lender in respect of
letters of credit.

        (c) The Borrower shall pay to the Administrative  Agent for the Pro Rata
account of the Lenders an unused fee from the date hereof to the Maturity  Date,
equal to the  Unused  Fee  Percentage  per annum of the  unused  portion  of the
aggregate  Revolving Credit Commitment and Line of Credit  Commitment.  Such fee
shall be computed on the basis of the average  daily unused  portion of the then
existing commitments and shall be payable quarterly in arrears, on the first day
of each calendar quarter hereafter.

        (d) The Borrower shall pay to Administrative  Agent, Issuing Lender, and
Lead  Arranger  for their own account  fees  separately  agreed on between  such
parties in a fee letter between such parties dated November 3, 1999.

    2.10 Termination and Reduction of the Commitments.

        (a) The Revolving Credit Commitment,  Swing Line Commitment, and Line of
Credit Commitment shall terminate on the Maturity Date.

        (b) The  Borrower may from time to time,  upon notice to  Administrative
Agent not later than 1:00 p.m.,  five  Business  Days in advance,  terminate  in
whole or reduce in part the Revolving  Credit  Commitment and the Line of Credit
Commitment, or either of them, as designated by the Borrower; provided, however,
that the  Borrower  shall pay the accrued  but unpaid  interest on the amount of
such  reduction and all amounts due hereunder as of the reduction date in excess
of the amount to which the facility is reduced,  and any partial reduction shall
be in an aggregate amount which is an integral multiple of $2,500,000.00.

        (c) To the extent outstanding  Advances exceed the applicable  Revolving
Credit Commitment or Line of Credit Commitment after any reduction thereof,  the
Borrower shall repay, on the date of such reduction,  any such excess amount and
all  accrued   interest   thereon,   and  all  amounts  due  together  with  any
Consequential   Losses.  Once  reduced  or  terminated,   the  Revolving  Credit
Commitment and the Line of Credit  Commitment may not be increased or reinstated
without the prior written consent of the Lenders.

    2.11 Optional Prepayments.

        (a) The  Borrower  may,  upon at least two Business  Days prior  written
notice to Administrative Agent stating the proposed date and aggregate principal
amount  of the  prepayment,  prepay  the  outstanding  principal  amount  of any
Advances in whole or in part, together with accrued interest to the date of such
prepayment on the  principal  amount  prepaid and any  Consequential  Loss,  but
without premium or penalty other than any Consequential Loss; provided, however,




                                       18
<PAGE>

that in the case of a prepayment of a Base Advance, the notice of prepayment may
be given by  telephone  by 10:00 a.m. on the date of  prepayment.  Each  partial
prepayment  shall,  in the case of Base Advances,  be in an aggregate  principal
amount of not less than $50,000.00 or a larger  integral  multiple of $50,000.00
in  excess  thereof  and,  in the case of  LIBOR  Advances,  be in an  aggregate
principal amount of not less than  $100,000.00 or a larger integral  multiple of
$50,000.00  in excess  thereof.  If any  notice  of  prepayment  is  given,  the
principal  amount stated therein,  together with accrued  interest on the amount
prepaid and the amount, if any, due in respect of any Consequential  Loss, shall
be due and  payable on the date  specified  in such notice  unless the  Borrower
revokes  its  notice,  provided  that,  if the  Borrower  revokes  its notice of
prepayment  prior to such date  specified,  the  Borrower  shall  reimburse  the
Administrative Agent for the account of all Lenders for all Consequential Losses
suffered  by each  Lender  as a result of the  Borrower's  failure  to repay.  A
certificate  of each Lender  claiming  compensation  under this  paragraph  (a),
setting forth in reasonable  detail the calculation of the additional  amount or
amounts to be paid to it hereunder shall be presumptive evidence of the validity
of such claim.

        (b) As a condition  precedent to any prepayment herein,  each prepayment
must be in the  amount  of 100% of the  principal  amount  to be  prepaid,  plus
accrued  interest  thereon,  plus  any  other  sums  that  have  become  due  to
Administrative  Agent and Lenders hereunder on or before the prepayment date but
have not been paid, plus any Consequential Loss.

    2.12  Continuation and Conversion  Elections  Applicable to Revolving Credit
Advances.

        (a) The Borrower may upon irrevocable  written notice to  Administrative
Agent and  subject to the terms of this  Agreement,  with  respect to  Revolving
Credit Advances:

            (i) elect to convert,  on any  Business  Day,  all or any portion of
outstanding  Base Advances (in an aggregate  amount not less than $100,000.00 or
an integral  multiple  of  $50,000.00  in excess  thereof)  into LIBOR  Advances
(subject to the requirements of Subsection 2.14 hereof); or

            (ii) elect to convert at the end of any  Interest  Period  therefor,
all or any portion of outstanding LIBOR Advances constituting the same borrowing
(in an aggregate  amount not less than  $100,000.00  or an integral  multiple of
$50,000.00 in excess thereof) into Base Advances; or

            (iii) elect to continue, at the end of any Interest Period therefor,
any LIBOR Advances;

provided,  however,  that if the aggregate amount of outstanding  LIBOR Advances
comprised  in the same  borrowing  shall  have been  reduced  as a result of any




                                       19
<PAGE>

payment,  prepayment  or  conversion  of part  thereof  to an  amount  less than
$100,000.00,  the LIBOR Advances comprised in such borrowing shall automatically
convert into Base Advances at the end of each respective Interest Period.

        (b) The Borrower shall deliver a notice of conversion or continuation (a
"Conversion or Continuation  Notice"),  in  substantially  the form of Exhibit B
hereto, to Administrative  Agent not later than 10:00 a.m. (i) two Business Days
prior to the proposed date of conversion or continuation, if the Advances or any
portion  thereof are to be converted  into or continued as LIBOR  Advances;  and
(ii) on the  Business  Day of the  proposed  conversion,  if the Advances or any
portion thereof are to be converted into Base Advances.

Each such Conversion or  Continuation  Notice shall be by telecopy or telephone,
promptly confirmed by letter, specifying therein:

            (i) the proposed date of conversion or continuation;

            (ii) the aggregate amount of Advances to be converted or continued;

            (iii) the nature of the proposed conversion or continuation; and

            (iv) the duration of the applicable Interest Period.

        (c) If, upon the expiration of any Interest  Period  applicable to LIBOR
Advances,  the Borrower shall have failed to select a new Interest  Period to be
applicable  to such LIBOR  Advances  or if an Event of  Default  shall then have
occurred  and be  continuing,  the  Borrower  shall be deemed to have elected to
convert such LIBOR  Advances into Base Advances  effective as of the  expiration
date of such current Interest Period.

    2.13 Computations and Manner of Payments.

        (a) The Borrower  shall make each payment  hereunder and under the other
Loan Documents not later than 1:00 p.m. on the day when due in same day funds to
Administrative  Agent,  for the Pro Rata  account  of Lenders  unless  otherwise
specifically  provided herein, at Administrative  Agent's office the location of
which is described on the signature pages hereto.

        (b) Unless  Administrative  Agent  shall have  received  notice from the
Borrower  prior to the date on  which  any  payment  is due  hereunder  that the
Borrower  will not make  payment in full,  Administrative  Agent may assume that
such payment is so made on such date and may, in reliance upon such  assumption,
make distributions to Lenders.  If and to the extent the Borrower shall not have
made such  payment in full,  each  Lender  shall repay to  Administrative  Agent
forthwith on demand the applicable  amount  distributed,  together with interest




                                       20
<PAGE>

thereon at the Federal Funds Rate, from the date of distribution  until the date
of repayment.  The Borrower hereby  authorizes each Lender, if and to the extent
payment is not made when due hereunder,  to charge the amount so due against any
account of the  Borrower  with such Lender.  Each Lender will  provide  Borrower
written notice of any such charge.

        (c) Interest on Advances under the Loan Documents shall be calculated on
the basis of actual days elapsed but  computed as if each year  consisted of 360
days. All payments under the Loan Documents shall be made in U.S.  dollars,  and
without setoff, counterclaim, or other defense.

        (d)  Whenever  any payment to be made  hereunder or under any other Loan
Documents  shall be stated to be due on a day other  than a Business  Day,  such
payment shall be made on the next succeeding Business Day, and such extension of
time shall be included in the  computation  of interest or fees, if  applicable;
provided,  however,  if such  extension  would  cause  payment of interest on or
principal of LIBOR  Advances to be made in the next  following  calendar  month,
such payment shall be made on the next preceding Business Day.

        (e) Reference to any particular  index or reference rate for determining
any applicable interest rate under this Agreement is for purposes of calculating
the  interest due and is not intended as and shall not be construed as requiring
any Lender to actually  obtain funds for any Advance at any particular  index or
reference rate.

    2.14 Yield Protection; Changed Circumstances.

        (a) If any Lender  determines  that either (i) the  adoption,  after the
date hereof,  of any  applicable  law, rule,  regulation or guideline  regarding
capital  adequacy and applicable to commercial  banks or financial  institutions
generally or any change therein,  or any change,  after the date hereof,  in the
interpretation  or  administration  thereof  by any  tribunal,  central  bank or
comparable agency charged with the interpretation or administration  thereof, or
(ii)  compliance by any Lender with any request or directive made after the date
hereof  applicable  to  commercial  banks or  financial  institutions  generally
regarding  capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency has the effect of reducing the rate
of return on such Lender's capital as a consequence of its obligations hereunder
to a level  below that  which  such  Lender  could  have  achieved  but for such
adoption, change or compliance (taking into consideration such Lender's policies
with respect to capital  adequacy) by an amount reasonably deemed by such Lender
to be material, then from time to time, within fifteen days after demand by such
Lender,  the Borrower shall pay to such Lender such additional amount or amounts
as will adequately  compensate such Lender for such reduction.  Each Lender will
notify the  Borrower  of any event  occurring  after the date of this  Agreement
which will entitle such Lender to compensation  pursuant to this Section 2.14(a)
as promptly as practicable  after such Lender  obtains actual




                                       21
<PAGE>

knowledge of such event;  provided, no Lender shall be liable for its failure or
the failure of any other Lender to provide such  notification.  A certificate of
such Lender claiming  compensation under this Section 2.14(a),  setting forth in
reasonable detail the calculation of the additional amount or amounts to be paid
to it hereunder and certifying  that such claim is consistent with such Lender's
treatment of similar  customers  having  similar  provisions  generally in their
agreements  with such Lender  shall be  presumptive  evidence of the validity of
such claim. Each Lender shall use reasonable efforts to mitigate the effect upon
the  Borrower of any such  increased  costs  payable to such  Lender  under this
Section 2.14(a).

        (b) If,  after the date  hereof,  any  tribunal,  central  bank or other
comparable  authority,  at any time imposes,  modifies or deems  applicable  any
reserve (including, without limitation, any imposed by the Board of Governors of
the Federal  Reserve  System),  special deposit or similar  requirement  against
assets  of,  deposits  with or for the  amount  of, or credit  extended  by, any
Lender, or imposes on any Lender any other condition  affecting a LIBOR Advance,
the Notes,  or its obligation to make a LIBOR Advance;  and the result of any of
the  foregoing is to increase  the cost to such Lender of making or  maintaining
its LIBOR Advances, or to reduce the amount of any sum received or receivable by
such Lender under this Agreement or under the Notes, by an amount deemed by such
Lender, to be material,  then, within five days after demand by such Lender, the
Borrower  shall pay to such  Lender  such  additional  amount or amounts as will
compensate  such Lender for such increased  cost or reduction.  Each Lender will
notify the  Borrower  of any event  occurring  the date of this  Agreement  that
entitles  such Lender to  compensation  pursuant  to this  Section  2.14(b),  as
promptly as practicable after such Lender obtains actual knowledge of the event;
provided,  no Lender shall be liable for its failure or the failure of any other
Lender to provide  such  notification.  A  certificate  of such Lender  claiming
compensation under this Section 2.14(b),  setting forth in reasonable detail the
computation of the  additional  amount or amounts to be paid to it hereunder and
certifying that such claim is consistent with such Lender's treatment of similar
customers  having similar  provisions  generally in their  agreements  with such
Lender  shall be  presumptive  evidence of the  validity of such claim.  If such
Lender demands  compensation under this Section 2.14(b), the Borrower may at any
time, on at least five  Business  Days' prior notice to such Lender (i) repay in
full the then outstanding  principal  amount of LIBOR Advances,  of such Lender,
together with accrued  interest  thereon,  or (ii) convert the LIBOR Advances to
Base Advances in accordance  with the  provisions of this  Agreement;  provided,
however,  that the Borrower shall be liable for the  Consequential  Loss arising
pursuant to those actions.

        (c)  Notwithstanding  any  other  provision  of this  Agreement,  if the
introduction of or any change in or in the  interpretation  or administration of
any law shall make it  unlawful,  or any central  bank or other  tribunal  shall
assert that it is unlawful, for a Lender to perform its obligations hereunder to
make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower,  (i)
each LIBOR




                                       22
<PAGE>

Advance will automatically,  upon such demand, convert into a Base Advance, (ii)
the  obligation  of such  Lender to make,  or to convert  Advances  into,  LIBOR
Advances shall be suspended until such Lender notifies  Administrative Agent and
the Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist, notifies  Administrative Agent and the Borrower that
such Lender has determined  that the  circumstances  causing such  suspension no
longer exist.

        (d) Upon the  occurrence  and during the  continuance  of any Default or
Event of Default, (i) each LIBOR Advance will automatically,  on the last day of
the then existing Interest Period therefor, convert into a Base Advance and (ii)
the  obligation  of each  Lender to make,  or to convert  Advances  into,  LIBOR
Advances shall be suspended.

        (e) If any Lender notifies  Administrative Agent that the LIBOR Rate for
any Interest Period for any LIBOR Advances will not adequately  reflect the cost
to such  Lender of  making,  funding  or  maintaining  LIBOR  Advances  for such
Interest  Period,  Administrative  Agent shall  promptly so notify the Borrower,
whereupon (i) each such LIBOR Advance will automatically, on the last day of the
then existing Interest Period therefor, convert into a Base Advance and (ii) the
obligation of such Lender to make, or to convert  Advances into,  LIBOR Advances
shall be suspended  until such Lender  notifies  Administrative  Agent that such
Lender has determined that the  circumstances  causing such suspension no longer
exist and Administrative Agent notifies the Borrower of such fact.

        (f)  Failure  on the part of any Lender to demand  compensation  for any
increased  costs,   increased  capital  or  reduction  in  amounts  received  or
receivable or reduction in return on capital  pursuant to this Section 2.14 with
respect to any period shall not  constitute  a waiver of any  Lender's  right to
demand  compensation  with respect to such period or any other period,  subject,
however, to the limitations set forth in this Section 2.14.

        (g) The  obligations  of the  Borrower  under  this  Section  2.14 shall
survive any termination of this Agreement,  provided that, in no event shall the
Borrower be required to make a payment  under this  Section 2.14 with respect to
any event of which the Lender making such claim had  knowledge  more than twelve
months prior to demand for such payment.

        (h) Determinations by Lenders for purposes of this Section 2.14 shall be
presumptively  correct.  Any  certificate  delivered to the Borrower by a Lender
pursuant to this Section 2.14 shall include in  reasonable  detail the basis for
such Lender's demand for additional  compensation  and a certification  that the
claim for  compensation  is consistent  with such Lender's  treatment of similar
customers  having similar  provisions  generally in their  agreements  with such
Lender.




                                       23
<PAGE>


    2.15 Liability  Regarding  Letters of Credit.  Borrower assumes all risks of
the acts or  omissions of the  beneficiary  or any  transferee  of any letter of
credit issued hereunder with respect to its use of the letter of credit. Neither
Issuing Lender,  Lenders,  nor Administrative Agent nor any of their officers or
directors  shall be liable or responsible  for: (a) the use which may be made of
any  letter of credit or for any acts or  omissions  of the  beneficiary  or any
transferee  in  connection  therewith;  (b)  the  form,  validity,  sufficiency,
accuracy,  genuineness,  or legal effect of  documents,  or of any  endorsements
thereon,  even if  such  documents  should  in  fact  prove  to be in any or all
respects invalid,  insufficient,  fraudulent,  or forged; (c) payment by Issuing
Lender against  presentation  of documents which do not comply with the terms of
any letter of credit,  including  failure of any documents to bear any reference
or adequate  reference  to the letter of credit;  or (d) 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,  Issuing Lender may accept
documents that appear on their face to be in order,  without  responsibility for
further investigation, regardless of any notice or information to the contrary.

    2.16  Indemnification  Regarding  Letters of Credit.  Without  limiting  the
generality of Subsection  11.4 hereof,  Borrower hereby releases and indemnifies
Issuing  Lender,  Lenders,  and  Administrative  Agent  and holds  such  parties
harmless  from and  against  any and all claims,  suits,  proceedings,  damages,
losses,  liabilities,  costs,  or  expenses  of any kind  whatsoever  (including
reasonable  attorneys'  fees)  which  such  parties  may  incur (or which may be
claimed against such parties by any person or entity  whatsoever),  by reason of
or in  connection  with the execution and delivery or transfer of, or payment or
failure to pay under, any letter of credit provided,  that Borrower shall not be
required to indemnify Issuing Lender,  Lenders, or Administrative  Agent for any
claims, suits, proceedings,  damages, losses, liabilities, costs, or expenses to
the extent,  but only to the extent,  caused by (a) the  willful  misconduct  or
gross negligence of such parties in determining whether a sight draft, document,
or certificate  presented  under any letter of credit complies with the terms of
the letter of credit or (b) Issuing  Lender's  willful  failure to pay under any
letter of credit after the presentation to it by the beneficiary (or a successor
beneficiary to whom the letter of credit has been transferred in accordance with
its terms) of a sight draft, documents,  and certificate strictly complying with
the  terms and  conditions  of the  letter of  credit.  The  agreements  in this
Subsection  shall survive  repayment of all other amounts  payable  hereunder or
pursuant hereto, now or in the future.

    2.17 Obligations  Absolute (relating to Letters of Credit).  The obligations
of  Borrower   under  this   Agreement  are  primary,   absolute,   independent,
unconditional,  and  irrevocable,  and shall be paid and  performed  strictly in
accordance with the terms of this Agreement, under all circumstances whatsoever,
including without limitation, the following circumstances:



                                       24
<PAGE>

        (a) Any lack of validity or  enforceability of any portion of any letter
of credit, this Agreement, or any agreement or instrument relating thereto;

        (b) Any  amendment  or waiver of or any  consent to or actual  departure
from any  letter of credit,  this  Agreement,  or any  agreement  or  instrument
relating thereto;

        (c) Any exchange, release, or nonperfection of any collateral;

        (d) The  existence of any claim,  set-off,  defense or other right which
Borrower  may have at any time against any  beneficiary  of any letter of credit
(or any persons or entities for whom such  beneficiary  may be acting),  Issuing
Lender or any other person or entity, whether in connection with this Agreement,
any letter of credit, the transactions  contemplated  herein or therein,  or any
unrelated transaction;

        (e) Any demand,  certificate,  statement, sight draft, 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;

        (f)  Payment  by  Issuing  Lender  under any  letter  of credit  against
presentation of a demand,  draft, or certificate  which does not comply with the
terms of the  letter  of  credit,  provided  that  such  payment  shall not have
constituted gross negligence or willful misconduct of Issuing Lender;

        (g)  Any  delay,  extension  of  time,  renewal,  compromise,  or  other
indulgence or modification  granted to or agreed by Issuing Lender,  Lenders, or
Administrative  Agent,  with or without  notice to or  approval  by  Borrower in
respect of any of Borrower's indebtedness under this Agreement;

        (h) The failure of Issuing Lender,  Lenders, or Administrative  Agent to
give any notice to Borrower hereunder; or

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

                       SECTION 3. SECURITY AND GUARANTIES.

    Payment of the loan or loans  hereunder  shall be secured and  guaranteed as
provided in this Section 3.

    3.1 Stock  Pledge.  (a) Payment of the Revolving  Credit Notes,  the Line of
Credit  Notes,  the  Swing  Line  Note,  any  other  obligations  under the Loan
Documents,  and any other  obligations  of  Borrower  to  Administrative  Agent,
Issuing Lender, Swing Line Lender, and Lenders,  presently existing or hereafter
arising,




                                       25
<PAGE>

shall be secured by a pledge of all Capital  Stock  (including  partnership  and
membership interests) of the present and future Subsidiaries of Borrower.

        (b)  Such  pledge  shall  be  evidenced  by one  or  more  stock  pledge
agreements in favor of the  Administrative  Agent for the benefit of the Issuing
Lender,  Swing Line Lender, and the Lenders, in form and substance  satisfactory
to  Administrative  Agent (each, a "Stock  Pledge").  Each Stock Pledge shall be
sufficient,  when  delivery  of the  stock  certificates  or other  evidence  of
ownership  interest,  if any, is made to  Administrative  Agent,  to grant first
perfected security  interests in the Capital Stock of the Subsidiaries,  subject
to no prior liens or encumbrances.

        (c) To the extent Borrower  indirectly owns the Capital Stock (including
partnership or membership interests) of any Subsidiary, Borrower shall cause the
owner  of such  interests  to  execute  a stock  pledge  agreement  in  favor of
Administrative  Agent, for the benefit of Issuing Lender, Swing Line Lender, and
the Lenders, in form and substance satisfactory to Administrative Agent (also, a
"Stock  Pledge") and comply with the  remainder of the  provisions  of (a), (b),
(d), (e), and (f).

        (d)  Borrower  shall  deliver or cause to be  delivered  into the actual
physical  possession of  Administrative  Agent the stock  certificates  or other
evidence of  ownership  interests,  if any, and shall  execute  stock or similar
powers for each present and future Subsidiary.

        (e)  Borrower  will  provide  Administrative  Agent an addendum to stock
pledge agreement ("Addendum to Stock Pledge") and an acknowledgement and consent
of the  Subsidiary  whose  Capital  Stock  is  being  pledged,  both in form and
substance  satisfactory to  Administrative  Agent,  except that such requirement
shall apply only to  Subsidiaries  with  annual  revenues or assets in excess of
$1,000,000.00, unless otherwise notified by Administrative Agent.

        (f) Borrower  agrees to execute or otherwise  provide to  Administrative
Agent any and all modifications,  financing statements,  and other agreements or
consents  required by  Administrative  Agent now or in the future in  connection
therewith.

    3.2  Guaranties.  (a) Payment of the  Revolving  Credit  Notes,  the Line of
Credit  Notes,  the Swing Line Note,  and any other  obligations  under the Loan
Documents,  presently existing or hereafter arising,  shall be guaranteed by all
present and future Guarantors, which guarantees shall be evidenced by continuing
and   unconditional   guaranties   in  form  and   substance   satisfactory   to
Administrative Agent and Lenders  (individually,  a "Guaranty" and collectively,
the "Guaranties").

        (b) Each existing  Guarantor shall (a) consent to the provisions of this
Agreement; (b) waive and release all known claims and defenses as of the date of
this Agreement  against  Administrative  Agent,  Lead Arranger,  Issuing Lender,




                                       26
<PAGE>

Swing Line Lender, and Lenders; and (c) waive appraisement, valuation, stay, and
other similar rights related to collateral given by Borrower and Guarantors.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES.

    To induce Lender to enter into this  Agreement and to make the loan or loans
hereunder,  Borrower  represents  and warrants to each Lender,  Issuing  Lender,
Swing  Line  Lender,  and  Administrative   Agent  (which   representations  and
warranties shall survive the delivery of the documents  mentioned herein and the
making of the loan or loans contemplated hereby) as follows:

    4.1 Corporate  Existence;  Compliance with Law; Name History.  Borrower is a
corporation  duly  incorporated  and organized,  validly  existing,  and in good
standing under the laws of the jurisdiction of its  incorporation.  Borrower has
all requisite power  (corporate and otherwise) to own and operate its properties
and to carry on its  business as now being  conducted,  is duly  qualified  as a
foreign  corporation to do business in every jurisdiction in which the nature of
its  business  or the  ownership  of its  properties  makes  such  qualification
necessary  and is in good standing in such  jurisdictions,  has all licenses and
permits  necessary  to carry on and  conduct  its  business  in all  states  and
localities  wherein it now operates  (except for such  licenses and permits that
the  failure to obtain  would not cause a Material  Adverse  Effect),  and is in
compliance with all other requirements of law, rule, or regulation applicable to
it and to its business.  Borrower does not have any Subsidiaries,  except as set
forth on the attached  Schedule  4.1(a).  Borrower  has not merged,  changed its
name,  or done  business  under a  fictitious  name  during the past five years,
except as set forth on the attached Schedule 4.1(b).

    4.2  Corporate  Power  and  Authorization  to  Execute  Loan  Documents;  No
Conflict;  No Consent.  Borrower has the  corporate  power and authority and the
legal right to execute and deliver the Loan  Documents  to be executed by it and
to  perform  its  obligations  thereunder  and has  taken all  corporate  action
necessary to authorize the  execution,  delivery,  and  performance of such Loan
Documents and to authorize the transactions contemplated thereby. The execution,
delivery, and performance by Borrower of the Loan Documents to be executed by it
will not: (a) contravene,  conflict with, result in the breach of, or constitute
a violation of or default under (i) the articles of  incorporation  or bylaws of
Borrower,  (ii) any applicable law, rule,  regulation,  judgment,  order,  writ,
injunction,  or  decree  of any court or  governmental  authority,  or (iii) any
agreement or instrument to which Borrower is a party or by which Borrower or its
property  may be bound or  affected;  or (b) result in the creation of any lien,
charge,  or encumbrance upon any property or assets of Borrower  pursuant to any
of the foregoing,  except the liens created by the Loan  Documents.  No consent,
license, or authorization of, or filing with, or notice to, any Person or entity
(including,  without limitation,  any governmental  authority),  is necessary or
required in connection with the execution, delivery,  performance,  validity, or
enforceability  of the  Loan  Documents  and the  transactions  as  contemplated
thereunder, except for consents, licenses,



                                       27
<PAGE>

authorizations,  filings, and notices already obtained or performed and of which
Administrative  Agent  has been  provided  written  notice,  or  referred  to or
disclosed in the Loan Documents.  Any such consents,  licenses,  authorizations,
filings, or notices remain in full force and effect.

    4.3 Enforceable Obligations. The Loan Documents constitute legal, valid, and
binding  agreements  enforceable  against the respective parties thereto and any
property described therein in accordance with their respective terms.

    4.4 Financial Condition.

        (a) The consolidated  financial  statements as of September 30, 1999, of
Borrower  and  its  Subsidiaries,   copies  of  which  have  been  furnished  to
Administrative  Agent, are correct,  complete,  and fairly present the financial
condition  of  Borrower  and its  Subsidiaries  as of the date of the  financial
statements  and fairly present the results of the operations of Borrower and its
Subsidiaries for the period covered thereby.

        (b) The  financial  statements  described  above have been  prepared  in
accordance with Generally Accepted Accounting Principles applied on a Consistent
Basis  maintained  throughout  the period  involved.  There has been no material
adverse  change  in  the  business,   properties,  or  condition,  financial  or
otherwise,  of Borrower  or its  Subsidiaries  since the date of such  financial
statements.

        (c)  Neither  Borrower  nor any of its  Subsidiaries  have any  material
direct or contingent  liabilities,  liabilities for taxes,  long-term leases, or
unusual forward or long-term  commitments as of the date of this Agreement which
are not  disclosed  by,  provided  for,  or  reserved  against in the  foregoing
financial  statements or referred to in notes  thereto,  and at the date of this
Agreement  there are no  material  unrealized  or  anticipated  losses  from any
unfavorable commitments of Borrower or any of its Subsidiaries.

    4.5 No  Litigation.  There is no suit or  proceeding  at law or in equity or
other proceeding or investigation (including proceedings by or before any court,
arbitrator,  governmental or administrative commission,  board, bureau, or other
administrative agency) pending, or to the best knowledge of Borrower threatened,
by or  against  or  involving  Borrower  or  against  any of  its  Subsidiaries,
properties,  existence, or revenues which,  individually or in the aggregate, if
adversely determined,  is reasonably likely to have a Material Adverse Effect on
the properties, assets, or business or on the condition, financial or otherwise,
of  Borrower  or  impair  the  right  or  ability  of  Borrower  to carry on its
operations  substantially  as now conducted or as anticipated to be conducted in
the future,  or, regardless of outcome,  which would be required to be disclosed
in notes to any  balance  sheet as of the date  hereof of  Borrower  prepared in
reasonable detail in accordance with Generally  Accepted  Accounting  Principles
applied on a Consistent



                                       28
<PAGE>

Basis.  Set  forth  on the  attached  Schedule  4.5 is a list  of all  suits  or
proceedings to which Borrower or any of its Subsidiaries is a party.

    4.6 Investment Company Act; Regulation.

        (a) Borrower is not an "investment  company," an "affiliated person" of,
or "promoter" or "principal  underwriter"  for, any  "investment  company," or a
company  "controlled"  by an  "investment  company,"  and  Borrower  is  not  an
"investment  advisor" or an "affiliated  person" of an "investment  advisor" (as
each of the quoted  terms is defined or used in the  Investment  Company  Act of
1940, as amended). Neither the making of the loans, nor the establishment of the
credits  hereunder,  nor the application of the proceeds or repayment thereof by
Borrower,  nor the consummation of the other transactions  contemplated  hereby,
will violate the  provisions of the foregoing  Act or any rule,  regulation,  or
order promulgated thereunder.

        (b)  Borrower  is not  subject  to  regulation  under any state or local
public utilities code or federal, state, or local statute or regulation limiting
the ability of Borrower to incur  indebtedness  for money  borrowed or to pledge
assets of the type contemplated hereunder.

    4.7 Disclosure and No Untrue Statements.  No representation or warranty made
by Borrower in the Loan Documents or which will be made by Borrower from time to
time in  connection  with the Loan  Documents  (a)  contains or will contain any
misrepresentation or untrue statement of any material fact, or (b) omits or will
omit to state any material  fact  necessary to make the  statements  therein not
misleading.  There  is no fact  (excluding  information  relating  to  world  or
national economic,  social, or political conditions generally) known to Borrower
which  materially  adversely  affects,  or which might in the future  materially
adversely affect, the business, assets,  properties, or condition,  financial or
otherwise,  of Borrower,  or the ability of Borrower to perform its  obligations
under  the  Loan  Documents,  except  as set  forth or  referred  to in the Loan
Documents or otherwise disclosed in writing to Administrative Agent.

    4.8  Title  to  Assets;  Leases  in Good  Standing.  Borrower  has  good and
marketable  title in fee to such of its fixed  assets as are real  property  and
good and  marketable  title to its other  properties  and assets,  including the
properties  and assets  reflected in the financial  statements and notes thereto
described in Subsection 4.4 hereof, except for such assets as have been disposed
of in the ordinary  course of business,  and all such  properties and assets are
free and clear of all liens, mortgages,  pledges,  security interests,  charges,
title  retention  agreements,  or other  encumbrances  of any kind except  those
permitted  under  Subsection  7.2.  Borrower  enjoys  peaceful  and  undisturbed
possession  under all  leases  under  which it is now  operating,  none of which
contain any burdensome or unusual  provisions  which may affect its  operations,
and all such  leases  are  valid,  subsisting,  and in full



                                       29
<PAGE>

force and effect and Borrower is not in  violation  of any material  term of any
such lease.

    4.9 Payment of Taxes.  Borrower has filed or caused to be filed all federal,
state,  and local tax returns  which are required to be filed by it and has paid
or  caused to be paid all taxes as shown on said  returns  or on any  assessment
received by it, to the extent that such taxes have become due,  other than taxes
being contested in good faith by appropriate  proceedings  diligently  conducted
and for  which  adequate  reserves  have been  established  in  accordance  with
Generally  Accepted  Accounting  Principles,  and no  controversy  in respect of
additional  taxes of Borrower  is pending,  or, to the  knowledge  of  Borrower,
threatened.

    4.10 Agreement or Contract Restrictions; No Default. Borrower is not a party
to, nor is bound by, any  agreement,  contract,  or instrument or subject to any
charter or other corporate  restriction  which materially  adversely affects the
business,  properties, assets, operations, or condition, financial or otherwise,
of Borrower  except as disclosed in the financial  statements  and notes thereto
described in Subsection 4.4 hereof.  Borrower is in full  compliance with and is
not in default in the  performance,  observance,  or fulfillment of any material
obligation,  covenant,  or  condition  contained  in any  material  agreement or
instrument to which it is a party.

    4.11 Patents,  Trademarks,  Licenses,  Etc. Borrower owns, possesses, or has
the right to use, and holds free from burdensome restrictions or known conflicts
with the rights of others, all patents, patent rights, licenses,  trademarks and
service  marks,  trademark  and service  mark rights,  trade  names,  trade name
rights, and copyrights, and all rights with respect to the foregoing,  necessary
to conduct its business as now  conducted,  and is in full  compliance  with the
terms and  conditions,  if any, of all such patents,  patent  rights,  licenses,
trademarks  and service marks,  trademark and service mark rights,  trade names,
trade name rights,  or copyrights and the terms and conditions of any agreements
relating thereto.

    4.12 Government  Contract.  Borrower is not subject to the  renegotiation of
any government contract in any material amount.

    4.13  ERISA  Requirement.  Except as  previously  disclosed  to  Lenders  in
writing,  Borrower does not have in force any written or oral bonus plan,  stock
option plan,  employee  welfare,  pension or profit  sharing  plan, or any other
employee benefit  arrangement or  understanding.  In addition,  Borrower and any
predecessor  of  Borrower  is not now or was not  formerly  during the five year
period   immediately   preceding  the  effective   date  of  this   Agreement  a
participating employer in any multi-employer or "multiple employer" plans within
the meaning of Sections  4001(1)(a)(3),  4063, and 4064 of ERISA.  Each employee
benefit  plan  subject to the  requirements  of ERISA  complies  with all of the
requirements  of ERISA and those plans  which are  subject to being  "qualified"
under  Sections  401(a)  and 501(a) of the  Internal  Revenue  Code of 1986,  as
amended from time to time,



                                       30
<PAGE>

have  since  their  adoption  been  "qualified"  and  have  received   favorable
determination letters from the Internal Revenue Service so holding.  There is no
matter which would adversely  affect the qualified tax exempt status of any such
trust or plan,  and  except as  previously  disclosed  to  Lenders  there are no
deficiencies or liabilities for any such plan or trust. No employee benefit plan
sponsored by Borrower has engaged in a non-exempt  "prohibited  transaction"  as
defined in ERISA.

    4.14  Solvency.  Borrower  is,  and on and  after  the  consummation  of the
transactions contemplated herein will be, Solvent.

    4.15 Racketeer  Influenced  and Corrupt  Organization(s)  Act.  Borrower has
never been and is not now engaged, and will not engage,  directly or indirectly,
in any pattern of "racketeering  activity" or in any "collection of any unlawful
debt,"  as each  of the  quoted  terms  or  phrases  is  defined  or used by the
Racketeer Influenced and Corrupt Organization(s) Act of either the United States
or the State of Florida,  Title 18,  United  States Code,  Section 1961 et seq.;
Chapter  895,  Florida  Statutes,  respectively,  as each act now  exists  or is
hereafter amended (the "RICO Lien Acts"). None of Borrower's real property, none
of  Borrower's  interest or  interests  of any kind,  including  any  beneficial
interest or interests, mortgages, and leases, in or on real property and none of
Borrower's  personal property,  including money, has ever been, is now, or is in
any way  reasonably  anticipated  by  Borrower  to become,  subject to any lien,
notice, civil investigative  demand,  action, suit, or other proceeding pursuant
to the RICO Lien Acts.

    4.16 Location of Offices. The chief executive office, the principal place of
business,  and the office where all books and records of Borrower are kept,  and
all other offices of Borrower are described in Schedule 4.16 attached hereto.

    4.17 Subsidiaries.  (a) The matters with respect to Borrower,  its business,
and its assets  described at  Subsections  4.1, 4.2,  4.3, 4.5, 4.6, 4.7,  4.10,
4.11,  4.12,  4.13,  4.14,  4.15,  and  4.16,  are  true  with  respect  to each
Subsidiary,   its  business,  and  its  assets,  except  that  with  respect  to
Subsidiaries  that  are  partnerships  or  limited  liability   companies,   the
provisions of Subsections  4.1 and 4.2 shall be  interpreted in accordance  with
such Subsidiary's organizational structure.

        (b) The matters with respect to Borrower,  its business,  and its assets
described at Subsections  4.8 and 4.9 are true with respect to each  Subsidiary,
its business,  and its assets, except for, in the case of Subsection 4.8, assets
and leases up to the aggregate amount of $250,000.00 for any Subsidiary,  and in
the case of Subsection 4.9, taxes up to the aggregate  amount of $250,000.00 for
any Subsidiary.



                                       31
<PAGE>


                        SECTION 5. CONDITIONS OF LENDING.


    The  obligations of Lenders,  Swing Line Lender,  and Issuing Lender to make
Advances,  issue  letters  of  credit,  or permit any  borrowings  hereunder  is
conditioned upon the performance of all agreements by Borrower contained herein,
as well as satisfaction of the following conditions precedent:

    5.1 Continuing  Accuracy of Representations  and Warranties.  At the time of
each borrowing or issuance of a letter of credit hereunder,  the representations
and  warranties  set  forth in  Section  4 hereof  shall be true,  correct,  and
complete on and as of the date of the  borrowing  with the same effect as though
the  representations  and  warranties had been made on and as of the date of the
borrowing,  except to the extent that such  representations  and  warranties may
expressly  relate to an earlier  date,  in which case they shall  continue to be
true as of such date.

    5.2 No  Default.  At the time of each  borrowing  or issuance of a letter of
credit  hereunder,  Borrower and each Subsidiary shall be in compliance with all
terms and  conditions set forth herein,  and no Event of Default,  nor any event
which upon notice or lapse of time or both would constitute an Event of Default,
shall have occurred and be continuing at the time of such borrowing.

    5.3  Opinion  of  Borrower's  Counsel.  On or  prior  to the  date  of  this
Agreement, and to the extent required by Administrative Agent at the time of any
borrowing or issuance of a letter of credit  hereunder if the unused  portion of
the Revolving Credit Facility or the Line of Credit Facility,  respectively,  is
less than 50% thereof,  each Lender and Administrative Agent shall have received
the  favorable   opinion  of  counsel  for  Borrower,   in  form  and  substance
satisfactory to each Lender and Administrative Agent, as to such matters as they
may require.

    5.4  Approval  of Counsel.  All legal  matters in  connection  with the Loan
Documents and the transactions herein and therein contemplated and all documents
and proceedings  shall be satisfactory in form and substance to Holland & Knight
LLP, counsel for SunTrust Bank.

    5.5  Loan   Documents.   On  or  prior  to  the  date  of  this   Agreement,
Administrative Agent shall have received,  duly executed, this Agreement and the
other Loan Documents,  all in form and substance  satisfactory to Administrative
Agent and its counsel.

    5.6 UCC  Filings  and  Stock  Certificates.  On or prior to the date of this
Agreement,  Borrower shall have provided for the  termination of all UCC filings
against  the  Borrower or any  Subsidiary  and the  delivery  to  Administrative
Agent's  possession of all stock  certificates  encumbered by the Stock Pledges,
together with



                                       32
<PAGE>

duly completed stock powers, and any other  documentation  required by the Stock
Pledges.

    5.7  Supporting  Documents.  On or  prior  to the  date of  this  Agreement,
Administrative  Agent shall have received all other  documents  and  instruments
required  hereunder or otherwise  reasonably  required by Lenders to be executed
and  delivered  or  otherwise  provided  to  Administrative  Agent  in form  and
substance   satisfactory  to  Lenders  and  their  counsel,   including  without
limitation:

        (a) a  certificate  of good  standing  of  Borrower  and each  Guarantor
certified  by  the  secretary  of  state,  or  other  appropriate   governmental
authority, of the state of incorporation of Borrower and each Guarantor;

        (b)  certificates of  qualification  to do business of Borrower and each
Guarantor certified by the secretary of state, or other appropriate governmental
authority,  of each state in which the chief  executive  office or any  material
manufacturing plant of Borrower or the Guarantor is located;

        (c) A copy  of the  articles  of  incorporation  of  Borrower  and  each
Guarantor,  accompanied by a certificate from an appropriate officer of Borrower
and  each  Guarantor  that  the  copy is  complete  and  that  the  articles  of
incorporation have not been amended,  annulled,  rescinded, or revoked except as
reflected in the copy, if any;

        (d) a copy of the bylaws of Borrower and each Guarantor in effect on the
date of this Agreement, accompanied by a certificate from an appropriate officer
of Borrower and each  Guarantor  that the copy is true and complete and that the
bylaws  have not  been  amended,  annulled,  rescinded,  or  revoked  except  as
reflected in the copy, if any;

        (e) a copy of resolutions of the board of directors of Borrower and each
Guarantor  authorizing  the  execution,  delivery,  and  performance of the Loan
Documents to which it is a party and the transactions thereunder, and specifying
the officer or officers of Borrower and each Guarantor authorized to execute the
Loan Documents,  accompanied by a certificate  from an appropriate  officer that
the  resolutions  are true and  complete,  were duly  adopted  at a duly  called
meeting  in which a quorum  was  present  and  acting  throughout,  or were duly
adopted by written  action,  and have not been amended,  annulled,  rescinded or
revoked  in any  respect  and remain in full force and effect on the date of the
certificate,  together  with an  incumbency  certificate  containing  the names,
titles, and genuine signatures of all duly elected officers of Borrower and each
Guarantor as of the date of this Agreement, accompanied by a certificate from an
appropriate officer that the information is true and complete; and

        (f) such additional supporting documents as Lenders may request.


                                       33
<PAGE>

                        SECTION 6. AFFIRMATIVE COVENANTS.

    Borrower  covenants  and agrees that from the date of this  Agreement  until
payment in full of all present or future indebtedness  hereunder,  expiration of
all letters of credit issued hereunder, and termination of all present or future
credit  facilities  established  hereunder,  Borrower will fully comply with the
following provisions:

    6.1 Financial Reports and Other Information.  Borrower will deliver or cause
to be delivered to each Lender the following:

        (a) As soon as practicable and in any event within sixty (60) days after
the end of each fiscal quarter,  a consolidated and consolidating  balance sheet
as  of  the  last  day  of  such  quarter  and  the  related   consolidated  and
consolidating  statement of income for such quarter and cumulative  year-to-date
for  Borrower,  setting forth in each case in  comparative  form figures for the
corresponding  period in the preceding fiscal year, all in reasonable detail and
satisfactory in scope to Lenders and certified by the chief financial officer of
Borrower as to the fairness of such financial  statements and that the same have
been  prepared in  accordance  with  Generally  Accepted  Accounting  Principles
applied  on a  Consistent  Basis,  subject  to changes  resulting  from  normal,
recurring year-end adjustments;

        (b) As soon as  practicable  and in any event  within  ninety  (90) days
after the end of each fiscal year, the  consolidated and  consolidating  balance
sheet of Borrower as of the end of such fiscal  year,  and related  consolidated
and consolidating  statements of income,  and changes in financial  position for
such fiscal year, setting forth in each case in comparative form figures for the
corresponding  period in the preceding fiscal year, all in reasonable detail and
satisfactory  in scope to Lenders and certified by and containing an unqualified
opinion of  independent  certified  public  accountants  of recognized  national
standing selected by Borrower and satisfactory to Lenders;

        (c) Together with each  delivery of those items  required by clause 6(a)
and (b) ninety (90) above, a certificate executed by the chief financial officer
of Borrower,  containing computations in reasonable detail indicating compliance
with  Sections 6 and 7 hereof,  and  stating  that to the best of the  officer's
knowledge,  (i) Borrower has kept, observed,  performed,  and fulfilled each and
every agreement binding on it contained in the Loan Documents, and is not at the
time in default of the keeping,  observance,  performance, or fulfillment of any
of the terms, provisions, and conditions thereof, and (ii) none of the Events of
Default  or  events  which  upon  notice  or the  lapse  of time  or both  would
constitute  Events of Default has occurred (or  specifying all such defaults and
events of which he may have  knowledge  and what  actions  Borrower is taking or
proposes to take with respect thereto);

        (d) Together with each delivery of the financial  statements required by
clause  6(b) above,  a  certificate  of the  independent  certified  accountants
stating



                                       34
<PAGE>

that in making the examination  necessary to said certification of the financial
statements,  they obtained no knowledge of any condition or event  pertaining to
financial or accounting  matters,  that constitutes an Event of Default or event
which after  notice by  Administrative  Agent or lapse of time,  or both,  would
constitute an Event of Default; or if the accountants have obtained knowledge of
any Event of Default or other such event, a statement  specifying the nature and
period of existence thereof.  In addition,  such accountants'  certificate shall
state that with  respect  to the  fulfillment  of any of the  terms,  covenants,
provisions,  or conditions of the Loan  Documents,  other than those relating to
financial or accounting matters,  they have obtained no knowledge of any default
or Event of Default,  or if the accountants have obtained  knowledge of any such
default  or Event  of  Default  they  shall  make  disclosure  thereof,  but the
accountants  shall not be liable to Lenders for any failure to obtain  knowledge
of any default or Event of Default referred to in this sentence;

        (e) Within ten (10) days after receipt thereof, copies of any management
audit letters or other  communications  provided to Borrower by the  independent
certified public accountant who prepared Borrower's financial statements;

        (f) As soon as  practicable  and in any event within ten (10) days after
the filing thereof with the United States  Securities  and Exchange  Commission,
copies of the quarterly 10-Q and annual 10-K reports, and any 8-K reports, filed
by Borrower;

        (g) With reasonable promptness,  such additional financial or other data
(including but not limited to consolidating financial statements) as Lenders may
from time to time reasonably request.

    Lenders and Administrative  Agent are hereby authorized to deliver a copy of
any  financial  statements  or any other  information  relating to the business,
operations,  properties,  or  financial  condition  of  Borrower  which  may  be
furnished  to it or come to its  attention  pursuant  to the Loan  Documents  or
otherwise,  to any regulatory body or agency having jurisdiction over them or to
any Person which shall, or shall have the right or obligation to, succeed to all
or any part their respective interests in the Loan Documents.

    6.2 Payment of  Indebtedness;  Performance  of Other  Covenants;  Payment of
Other  Obligations.  (a)  Borrower  will make  full and  timely  payment  of the
principal of and interest on the indebtedness owed hereunder;  (b) Borrower will
duly comply with all the terms and  covenants  contained in the Loan  Documents;
and (c) Borrower will make full and timely payment of all other  indebtedness of
Borrower, whether now existing or hereafter arising.

    6.3 Conduct of Business;  Maintenance of Existence and Rights. Borrower will
do or cause to be done all  things  necessary  to  preserve  and to keep in



                                       35
<PAGE>

full force and effect its  corporate  existence  and rights and  privileges as a
corporation and its franchises,  licenses, trade names, patents, trademarks, and
permits which are necessary for the continuance of its business, and continue to
engage principally in the business currently operated by Borrower.

    6.4  Maintenance  of Property.  Borrower  will maintain its property in good
condition  and repair  and,  from time to time,  make all  necessary  and proper
repairs,  renewals,  replacements,  additions, and improvements thereto, so that
the  business  carried on may be properly  and  advantageously  conducted at all
times in accordance with prudent business management.

    6.5 Right of  Inspection;  Discussions.  Borrower  will  permit  any  Person
designated  by Lenders,  to visit and inspect any of the  properties,  corporate
books, records, papers, and financial reports of Borrower,  including the making
of any copies  thereof and  abstracts  therefrom,  and to discuss  its  affairs,
finances, and accounts with its principal officers, all at such reasonable times
and as often as  Lenders  may  reasonably  request.  Borrower  will also  permit
Lenders,  or their designated  representatives,  to audit or appraise any of its
assets or financial and business records.

    6.6 Notices. Borrower will promptly give notice to Administrative Agent of:

        (a) The  occurrence  of any  default or Event of Default (or event which
would  constitute  a default or Event of Default  but for the  requirement  that
notice be given or time  elapse or both)  hereunder,  in which case such  notice
shall  specify the nature  thereof,  the period of  existence  thereof,  and the
action that Borrower proposes to take with respect thereto;

        (b) the occurrence of any material  casualty to any material facility of
Borrower or any other force majeure (including,  without limitation,  any strike
or other labor disturbance)  materially  affecting the operation or value of any
such  facility,  and whether or not such casualty or force majeure is covered by
insurance;

        (c) the  commencement  or any material change in the nature or status of
any  litigation,  dispute,  or proceeding  that may involve a claim for damages,
injunctive relief,  enforcement,  or other relief pending, being instituted,  or
threatened  by,  against,  or  involving  Borrower,  or the  institution  of any
attachment,  levy,  execution,  or other  process  by or  against  any assets of
Borrower,  which  might  impair the  conduct  of  Borrower's  business  or might
adversely affect financially or otherwise its business, operations,  properties,
condition, or prospects; and

        (d)  the  occurrence  of  a  material   change  in,   modification   to,
cancellation  or early  termination  of, or  default  in (or event  which  would
constitute a default but for the requirement that notice be given or time elapse
or both) any material  obligation,  contract,  or agreement of Borrower with any
Person.



                                       36
<PAGE>


    6.7 Payment of Taxes;  Liens.  Borrower will pay, or cause to be paid,  when
due,  subject to any permitted  extensions,  all taxes,  assessments,  and other
governmental  charges  which may  lawfully  be levied or  assessed  (a) upon the
income or profits of Borrower;  (b) upon any property,  real, personal or mixed,
belonging to Borrower,  or upon any part  thereof;  or (c) by reason of employee
benefit  plans  sponsored by  Borrower,  and will also pay, or cause to be paid,
when due,  subject to any  permitted  extensions,  any lawful  claims for labor,
material,  or supplies which,  if unpaid,  might become a lien or charge against
any property of Borrower;  provided,  however, Borrower shall not be required to
pay any such tax,  assessment,  charge,  levy,  or claim so long as the validity
thereof shall be actively contested in good faith by appropriate proceedings and
Borrower  shall have set aside on its books  adequate  reserves  (determined  in
accordance with Generally  Accepted  Accounting  Principles) with respect to any
such tax, assessment,  charge, levy, or claim so contested; but provided further
that any such tax,  assessment,  charge,  levy, or claim shall be paid forthwith
upon the commencement of proceedings to foreclose any lien securing the same.

    6.8 Insurance of Properties.  Borrower will keep its business and properties
insured at all times by insurance  companies  acceptable to Lenders  against the
risks for which  provision  for such  insurance is usually made by other Persons
engaged in a similar business similarly  situated  (including without limitation
insurance for fire and other hazards and insurance  against liability on account
of damage to persons or property and insurance  under all  applicable  workman's
compensation laws) and to the same extent thereto and carry such other types and
amounts of insurance as are usually  carried by Persons engaged in the same or a
similar  business  similarly  situated,  and upon  request  deliver to Lenders a
certificate  from the insurer  setting  forth the nature of the risks covered by
such  insurance,  the amount  carried with respect to each risk, and the name of
the insurer.

    6.9 True  Books.  Borrower  will keep  proper  and true  books of record and
account,  satisfactory to Administrative Agent, in which full, true, and correct
entries will be made of all of its dealings and  transactions,  and establish on
its books such  reserves  as may be required by  Generally  Accepted  Accounting
Principles with respect to all taxes,  assessments,  charges, levies, and claims
referred  to in  Subsection  6.7  hereof,  and with  respect to its  business in
general,  and will  include  such  reserves  in any  interim as well as year-end
financial statements.

    6.10 Observance of Laws. Borrower will conform to and duly observe all laws,
regulations,  and other valid  requirements of any  governmental  authority with
respect to the conduct of its business.

    6.11  Further  Assurances.  At its cost and  expense,  upon  request  of any
Lender,  Borrower will duly execute and deliver or cause to be duly executed and
delivered to Lenders such further  instruments  or documents and do and cause to
be done  such  further  acts as may be  reasonably  necessary  or  proper in the
opinion of



                                       37
<PAGE>


Lenders  to carry out more  effectively  the  provisions  and  purposes  of this
Agreement.

    6.12 ERISA  Benefit  Plans.  Borrower will comply with all  requirements  of
ERISA applicable to it and will not materially increase its liabilities under or
violate  the terms of any  present  or future  benefit  plans  maintained  by it
without the prior approval of Lenders.  Borrower will furnish to Lenders as soon
as possible and in any event within 10 days after  Borrower or a duly  appointed
administrator  of a plan (as defined in ERISA)  knows or has reason to know that
any reportable event, funding deficiency,  or prohibited transaction (as defined
in ERISA)  with  respect  to any plan has  occurred,  a  statement  of the chief
financial  officer of Borrower  describing in reasonable  detail such reportable
event,  funding  deficiency,  or  prohibited  transaction  and any action  which
Borrower  proposes to take with  respect  thereto,  together  with a copy of the
notice of such event given to the Pension  Benefit  Guaranty  Corporation or the
Internal  Revenue Service or a statement that said notice will be filed with the
annual report of the United States Department of Labor with respect to such plan
if such filing has been authorized.

    6.13  Withholding  Taxes.  Borrower  will pay, as and when due, all employee
withholding,  FICA, and other tax payments required by federal, state, and local
governments with respect to wages paid to employees.

    6.14 Change of Name, Principal Place of Business, Office, or Agent. Borrower
will notify Lenders of any change in the name of Borrower,  the principal  place
of business of Borrower,  the office where the books and records of Borrower are
kept,  or any change in the  registered  agent of Borrower  for the  purposes of
service of process.

    6.15  Financial  Covenants.  Borrower  will,  in accordance  with  Generally
Accepted  Accounting  Principles  applied on a Consistent  Basis,  maintain on a
consolidated basis at all times:

        (a) A minimum  Current  Ratio at all times greater than or equal to 1.50
to 1.00.

        (b) A minimum Tangible Net Worth greater than or equal to $70,000,000.00
at all times for the fiscal quarter ending on December 31, 1999.  Beginning with
Borrower's  fiscal  quarter-end  on  March  31,  2000,  and  continuing  on each
quarter-end  thereafter during the term of this Agreement,  the required minimum
Tangible Net Worth amount for each quarter shall be increased by an amount equal
to the sum of 60% of net income of Borrower  (on a  consolidated  basis) for the
preceding quarter.

        (c) A ratio of Total Net  Liabilities to Tangible Net Worth at all times
less than or equal to 2.00 to 1.00.



                                       38
<PAGE>


        (d) A minimum Fixed Charge  Coverage  Ratio at all times greater than or
equal to 1.50 to 1.00.

    6.16 Affirmative  Covenants Applicable to Subsidiaries.  Borrower will cause
each Subsidiary to do, with respect to itself, its business, and its assets, all
of the things  required of Borrower in  Subsections  6.2 (b) and (c),  6.3, 6.4,
6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11, 6.12, 6.13, and 6.14.


                         SECTION 7. NEGATIVE COVENANTS.

    Borrower  covenants  and agrees that from the date of this  Agreement  until
payment in full of all present or future indebtedness  hereunder,  expiration of
all letters of credit issued hereunder, and termination of all present or future
credit  facilities  established  hereunder,  Borrower will fully comply with the
following provisions:

    7.1  Indebtedness.  Borrower will not,  directly or indirectly,  (a) create,
incur, assume, or permit to exist any indebtedness for borrowed money (operating
leases are not  considered  "indebtedness  for borrowed  money" for the purposes
hereof),  except  Permitted  Indebtedness,  or (b) enter into or commit to enter
into operating leases for the lease or rental of personal  property,  unless the
aggregate  value of the property for leases  entered into during any fiscal year
(at the time of entering into the lease) would not exceed $1,500,000.00.

    7.2 Limitations on Mortgages,  Liens,  Etc.  Borrower will not,  directly or
indirectly,  create,  incur,  assume, or suffer or permit to exist any mortgage,
pledge, lien, security interest,  or other charge or encumbrance  (including the
lien or retained security title of a conditional  vendor or lessor) upon or with
respect to any of its assets, or assign or otherwise convey any right to receive
income, except Permitted Liens.

    7.3  Guaranties.  Borrower  will not,  directly  or  indirectly,  guarantee,
assume, endorse, become a surety or accommodation party for, or otherwise in any
way extend credit or become  responsible  for or remain  liable or  contingently
liable in connection  with any  indebtedness  or other  obligations of any other
Person or entity, except guaranties and endorsements made in connection with the
deposit of negotiable  instruments  and other items for  collection or credit in
the  ordinary  course of  business  and except  guaranties  of  indebtedness  of
Subsidiaries  permitted  pursuant to the  provisions of Subsection  7.12 and 7.1
hereof.

    7.4 Merger, Sale of Assets,  Sale-Leaseback Transactions,  Dissolution, Etc.
Borrower will not,  directly or  indirectly:  (a) enter into any  transaction of
merger or  consolidation,  except pursuant to a Permitted  Acquisition or except
pursuant to a merger or consolidation with an existing Subsidiary where Borrower
is the surviving entity; (b) transfer, sell, assign, lease, or otherwise



                                       39
<PAGE>

dispose of all or a substantial part of its properties or assets;  (c) transfer,
sell, assign, discount, lease, or otherwise dispose of any of its notes or other
instruments,  accounts receivable,  or contract rights with or without recourse,
except for  collection  in the  ordinary  course of  business,  or any assets or
properties  necessary or desirable for the proper  conduct of its business;  (d)
change  the scope or nature of its  business;  (e) enter  into any  arrangement,
directly or indirectly,  with any Person whereby Borrower shall sell or transfer
any  property,  real or personal,  used or useful in its  business,  whether now
owned or hereafter  acquired,  and thereafter  rent or lease such property which
Borrower  intends to use for  substantially  the same purpose or purposes as the
property being sold or  transferred;  (f) invest in, acquire assets or stock of,
transfer any assets to, or do business  through any  Subsidiary not described in
Subsection 4.1 hereof except for Subsidiaries formed by Borrower for the purpose
of consummating a Permitted  Acquisition,  which  Subsidiaries  will survive any
such Permitted  Acquisition;  (g) wind up, liquidate,  or dissolve itself or its
business; or (h) agree to any of the foregoing.

    7.5 Acquisitions. Borrower will not acquire all or substantially all assets,
or Capital  Stock (or other equity  interest) of any Person  except  pursuant to
Permitted Acquisitions.

    7.6  Prohibitions  on  Dividends,   Redemptions,   Distributions  and  Other
Payments. Borrower will not, directly or indirectly, declare allocate or pay any
dividends  on any  shares of stock of any class of  Borrower,  now or  hereafter
outstanding,  or purchase,  redeem, or otherwise acquire or retire any shares of
stock of any class of Borrower or apply or set apart any of its assets  therefor
or make any other  distribution  (by  redemption  of  capital or  otherwise)  in
respect of any such shares,  except that  Borrower may purchase its own stock in
an aggregate cumulative amount not to exceed $15,000,000.00 or 3,500,000 shares.

    7.7 Limitations on Loans,  Advances,  Investments,  Transfer of Assets,  and
Acquisition of Assets.  Borrower will not, directly or indirectly,  make or have
outstanding a loan or advance to or an investment in, or transfer  assets to, or
acquire  all or a  substantial  part of the assets or  properties  of, or own or
acquire stock or other  securities  of, any Person,  except:  (a) stock or other
securities  received in  settlement  of a debt that was created in the  ordinary
course of business;  (b) travel  advances in the ordinary  course of business to
its officers and  employees;  (c) readily  marketable  securities  issued by the
United States of America;  (d) certificates of deposit or repurchase  agreements
of Lenders or of any other  financial  institution of comparable  standing;  (e)
such  outstanding  matters as are set forth on the  attached  Schedule  7.7; (f)
loans  and  advances  to,  and  investments  in,  Subsidiaries  subject  to  the
requirements  of Section  7.12 and 7.1 hereof;  and (g)  acquisitions  permitted
pursuant to  Subsection  7.5 hereof or loans or advances  permitted  pursuant to
Subsection 7.10 hereof.

    7.8  Regulation  U. Borrower will not permit any part of the proceeds of the
loan or loans made pursuant to this Agreement to be used to purchase or carry



                                       40
<PAGE>

or to reduce or retire any loan  incurred to purchase or carry any margin  stock
(within the meaning of  Regulation  U of the Board of  Governors  of the Federal
Reserve  System) or to extend  credit to others for the purpose of purchasing or
carrying  any such  margin  stock,  or to be used for any  other  purpose  which
violates, or which would be inconsistent with, the provisions of Regulation U or
other applicable regulation.  Borrower covenants that it is not engaged and will
not become engaged as one of its principal or important  activities in extending
credit for the purpose of purchasing or carrying such margin stock. If requested
by Lenders,  Borrower  will  furnish to Lenders in  connection  with any loan or
loans  hereunder,  a statement in conformity  with the  requirements  of Federal
Reserve Form U-1 referred to in said regulation. In addition, Borrower covenants
that no part of the proceeds of the loan or loans hereunder will be used for the
purchase of commodity future contracts (or margins therefor for short sales) for
any commodity not required for the normal raw material inventory of Borrower.

    7.9  Insider  Transactions.  Borrower  will  not,  directly  or  indirectly,
purchase,  acquire, or lease any property or services from, or sell, provide, or
lease any  property or services  to, or  otherwise  deal with,  in the  ordinary
course of  business  or  otherwise,  (i) any  stockholder  or (ii) any  business
entity,  corporation,  partnership, or association in which a stockholder owns a
controlling  interest,  except upon terms and  conditions  not less favorable to
Borrower than if no such relationship  existed,  and except for such outstanding
matters as are set forth on the attached Schedule 7.9.

    7.10 Loans to Officers,  Stockholders,  Employees,  Etc.  Borrower will not,
directly or indirectly, lend or advance or permit to be outstanding any loans or
advances of money,  credit,  or property to officers,  stockholders,  employees,
agents,  or consultants of Borrower  (other than travel advances in the ordinary
course of  business)  in an  aggregate  amount in  excess  of  $4,500,000.00  at
December  31,  1999 (with such limit to  increase  $100,000.00  for each  fiscal
quarter-end  thereafter  to  reflect  only  the  deferral  of  interest  and  no
additional principal).

    7.11  Changes in  Governing  Documents,  Accounting  Methods,  Fiscal  Year.
Borrower will not amend in any respect its articles of  incorporation  or bylaws
from that in  existence on the date of this  Agreement or change its  accounting
methods or practices,  its depreciation or amortization  policy or rates, or its
fiscal  year  end  from  that  in  existence  as of the  date  of the  financial
statements  provided to Lenders  pursuant to  Subsection  4.4 hereof,  except as
required to comply with law or with Generally Accepted Accounting Principles.

    7.12 Negative Covenants Applicable To Subsidiaries. Borrower will not permit
any Subsidiary to do, with respect to itself,  its business,  or its assets, any
of the things  prohibited to Borrower in Subsections  7.1, 7.2, 7.3, 7.4 (except
that in the case of a merger or  consolidation  of a Guarantor with a Subsidiary
that is not a Guarantor,  the Guarantor must be the surviving entity), 7.5, 7.6,
7.7,  7.8,  7.9,  7.10,  and 7.11  (except  that a  Subsidiary  may  change  its
accounting methods or practices,



                                       41
<PAGE>

depreciation or  amortization  policy or rates, or fiscal year end to conform to
that of Borrower) (any aggregate amounts specified in any of such Subsections to
be applied on a consolidated basis for the Borrower and Subsidiaries).


                          SECTION 8. EVENTS OF DEFAULT.

    The following events shall constitute "Events of Default" hereunder.

    8.1 Payment of  Obligations  Under Loan  Documents.  Borrower  fails to make
payment of any principal, interest, or other amount due on any indebtedness owed
any Lender, Swing Line Lender, Issuing Lender, or Administrative Agent under the
Loan  Documents  (including  but not  limited to the  obligation  of Borrower to
timely  pay or  reimburse  Issuing  Lender  for each draw  under  the  Letter of
Credit),  or fails to make any  other  payment  to any  Lender  as  contemplated
thereunder either by the terms hereof or otherwise.

    8.2  Representation  or Warranty.  Any  representation  or warranty  made or
deemed made by Borrower or any other Person  herein or in any writing  furnished
in  connection  with  or  pursuant  to  the  Loan  Documents,   or  any  report,
certificate,  financial statement,  or other information provided by Borrower or
any  other  Person  to  any  Lender,  Swing  Line  Lender,  Issuing  Lender,  or
Administrative Agent in connection with or pursuant to the Loan Documents, shall
be false or  misleading  in any  material  respect on the date when made or when
deemed made, and continues to be false or misleading for a period of thirty (30)
days.

    8.3 Covenants Under the Loan  Documents.  Borrower or any other Person fails
to fully  and  promptly  perform  when due any  agreement,  covenant,  term,  or
condition  binding on it contained in this Agreement or any other Loan Document,
or  otherwise a part of the  transactions  covered  hereby,  and with respect to
agreements,  covenants,  terms or conditions other than payment  obligations (a)
set forth in Section  6.15,  such failure to perform  continues  for a period of
fifteen (15) days, and (b) and other than those set forth in Section 6.15,  such
failure to perform continues for a period of thirty (30) days.

    8.4 Other Defaults under the Loan  Documents.  A default or event of default
occurs  under any other Loan  Document,  other than with  respect to any matters
described in Subsection 8.1, 8.2, or 8.3 above, and such default continues for a
period of thirty (30) days.

    8.5 Cross-Default. A default or event of default occurs under any present or
future  indebtedness  of  Borrower  to any  Lender  not  evidenced  by the  Loan
Documents or a default or event of default occurs under any guaranty or security
document executed by any Person in connection therewith, and any such default or
event of default continues beyond the expiration of any applicable grace or cure


                                       42
<PAGE>

period.  An Event of Default hereunder shall constitute a default under any such
indebtedness, guaranty, or security document.

    8.6 Payment, Performance, or Default of Other Monetary Obligations. Borrower
fails to make payment on any contract  obligation or of principal or interest on
any  indebtedness  other than that created under the Loan Documents or otherwise
owed to any Lender, Swing Line Lender,  Issuing Lender, or Administrative Agent,
or Borrower fails to fully and promptly perform any other obligation, agreement,
term,  or  condition  contained  in any  agreement  under  which any such  other
indebtedness  is  created  or there is  otherwise  a default or event of default
thereunder.

    8.7 Other  Covenants  or  Defaults to Lenders or Others.  Borrower  fails to
fully and promptly perform when due any agreement,  covenant, term, or condition
involving  an amount in excess of  $100,000.00,  binding on it  contained in any
lease,  contract,  or other  agreement  to which it is a party or in  respect of
which it is  obligated,  other  than the Loan  Documents  and other  than  those
containing monetary obligations (as described in Subsections 8.5 and 8.6 above),
or there is otherwise a default or event of default thereunder, and such failure
to perform continues for a period of thirty (30) days.

    8.8  Liquidation;  Dissolution;  Bankruptcy;  Etc.  Borrower  liquidates  or
dissolves; the business of Borrower is suspended;  Borrower files or commences a
voluntary petition,  case, proceeding,  or other action seeking  reorganization,
arrangement,  readjustment  of its debts, or any other relief under any existing
or future  law of any  jurisdiction,  domestic  or  foreign,  state or  federal,
relating to bankruptcy,  insolvency,  reorganization,  or relief of debtors,  or
Borrower  takes any other  action  indicating  its consent to,  approval  of, or
acquiescence in, any such petition, case, proceeding, or other action seeking to
have an order for relief  entered  with  respect  to it or its  debts;  Borrower
applies for, or consents to or  acquiescence  in, the appointment of a receiver,
trustee,  custodian,  or other  similar  official  for  Borrower or for all or a
substantial  part of its property;  Borrower makes an assignment for the benefit
of creditors; or Borrower is unable to pay its debts as they mature or admits in
writing its inability to pay its debts as they mature.

    8.9 Involuntary Bankruptcy,  Etc. An involuntary petition, case, proceeding,
or other action is  commenced  against  Borrower  under the  Bankruptcy  Code or
seeking  reorganization,  arrangement,  readjustment  of its debts, or any other
relief  under  any  existing  or future  law of any  jurisdiction,  domestic  or
foreign, state or federal, relating to bankruptcy,  insolvency,  reorganization,
or relief of debtors; a receiver,  trustee, custodian, or other similar official
is  involuntarily  appointed  for Borrower or for all or a  substantial  part of
Borrower's property or assets; or any case, proceeding,  or other action seeking
issuance of a warrant of attachment,  execution,  distraint,  or similar process
against all or a substantial  part of Borrower's  assets or property  results in
the entry of an order for such relief;  and



                                       43
<PAGE>

any of the  foregoing  continues  for sixty  (60) days  without  being  vacated,
discharged, stayed, bonded, or dismissed.

    8.10 Judgments.  A judgment is entered  against  Borrower for the payment of
damages or money in excess of $100,000.00, if the same is not discharged or if a
writ of execution or similar  process is issued with respect  thereto and is not
stayed  within the time allowed by law for filing  notice of appeal of the final
judgment.

    8.11 Attachment,  Garnishment, Liens Imposed by Law. A writ of attachment or
garnishment is issued against,  or a lien is imposed by operation of law on, any
property of  Borrower,  if the amount of the claim or the value of the  affected
property  is in  excess of  $100,000.00,  if the lien is not  discharged  within
thirty (30) days after it has attached.

    8.12 Corporate Existence,  Transfer of Property. Any act or omission (formal
or informal) of Borrower or its officers, directors, or shareholders leading to,
or  resulting  in:  (a)  the  termination,   invalidation  (partial  or  total),
revocation,  suspension,  interruption, or unenforceability of (i) its corporate
existence, or (ii) any rights, licenses,  franchises,  or permits the failure of
which to retain  would have a Material  Adverse  Effect;  or (b) the transfer or
disposition  (whether by sale,  lease,  or  otherwise) to any Person of all or a
substantial part of its property.

    8.13 Invalidity of Security Interest and Liens; Transfer of Collateral.  For
any reason after the  execution  and delivery  thereof,  any document  delivered
pursuant hereto that creates, or was intended to create, a security interest, or
other lien to secure indebtedness created hereunder, for a period of thirty (30)
days: (a) ceases to be in full force and effect; or (b) the liens intended to be
created  thereby cease to be or are not valid and perfected  first liens subject
to no other  liens  except  as  expressly  permitted  herein;  (c) or the  party
executing such document contests the validity or  enforceability  thereof or the
lien created  thereby;  or (d) any collateral  covered thereby is transferred to
another Person.

    8.14 Invalidity of Guaranty. For any reason after the execution and delivery
thereof,  any  document  that  gives rise to or was  intended  to give rise to a
guaranty  of the  indebtedness  created  hereunder,  for a period of thirty (30)
days: (a) ceases to be in full force and effect; or (b) the party executing such
document  contests the validity or enforceability of its guaranty or denies that
it has further liability with respect to any portion thereof,  including without
limitation with respect to future loans.

    8.15  Subsidiaries.  Any of the matters  described in Subsections 8.8 or 8.9
hereof occurs with respect to any Subsidiary and continues beyond any applicable
cure period,  or any of the matters described at Subsections 8.1, 8.2, 8.3, 8.5,
8.6, 8.7, 8.10,  8.11, 8.12 (with respect to its own  organizational  structure)
hereof occurs with respect to any Subsidiary and continues beyond any applicable
cure period.



                                       44
<PAGE>

                         SECTION 9. RIGHTS AND REMEDIES.

    9.1 Remedies  Available  Under Loan  Documents  and  Otherwise.  Lenders and
Administrative  Agent  shall  have,  in  addition  to the  rights  and  remedies
contained in this Agreement and the other Loan Documents,  all of the rights and
remedies of a creditor and, to the extent applicable, of a secured party, now or
hereafter  available  at law or in  equity.  Administrative  Agent  may,  at its
option,  exercise  any one or more of such  rights  and  remedies  individually,
partially,  or in any combination from time to time. No right,  power, or remedy
conferred by the Loan Documents shall be exclusive of any other right, power, or
remedy referred to therein or now or hereafter available at law or in equity.

    9.2 Remedies Upon Event of Default.  Without  limiting the generality of the
foregoing,  if an Event of Default  shall  occur:  (a) All  commitments  to make
advances or to issue Letters of Credit shall terminate; (b) Administrative Agent
may  declare  the  indebtedness  owed  hereunder  and  any or  all of any  other
indebtedness owed by Borrower to Lenders,  Swing Line Lender, Issuing Lender, or
Administrative  Agent, whether direct or indirect,  contingent or certain, to be
accelerated and due and payable at once,  whereupon such indebtedness,  together
with  interest  thereon,  shall  forthwith  become due and payable,  all without
presentment,  demand,  protest,  or other  notice of any kind,  all of which are
hereby expressly waived; (c) Administrative Agent may require Borrower to pay to
Issuing Lender a sum equal to the maximum amount available to be drawn under the
Letters of Credit,  which sum Issuing Lender will hold for  reimbursement of any
amounts drawn under a Letter of Credit; and (d) Administrative Agent may proceed
to do other all things  provided  by law,  equity,  or  contract  to enforce its
rights and the rights of Issuing Lender and the Lenders under such  indebtedness
and to collect all amounts  owing  hereunder.  Should  Borrower fail to make any
payments  required to be made under clause (c) above,  Required Lenders may, but
shall not be obligated to,  determine that Lenders shall make advances under the
Line of Credit Notes (which advances shall, in Required Lenders' discretion bear
interest at either the Line of Credit Default Base Rate or the Default Rate) and
deposit such advances into an escrow account  established  for such purpose,  to
apply to amounts drawn under the Letters of Credit.  Borrower shall  immediately
repay such  advances  to Lenders,  and upon any failure to do so  Administrative
Agent shall be entitled to pursue any and all remedies it may have.

                      SECTION 10. THE ADMINISTRATIVE AGENT.

    10.1 Authorization and Action.  Each Lender (including Swing Line Lender and
Issuing Lender) hereby appoints and authorizes Administrative Agent to take such
action as  Administrative  Agent on its behalf and to exercise such powers under
this  Agreement  and  the  other  Loan  Documents,   as  are  delegated  to  the
Administrative  Agent by the  terms of the Loan  Documents,  together  with such
powers as are  reasonably  incidental  thereto.  As to any matters not expressly
provided for by this Agreement and the other Loan Documents  (including  without



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<PAGE>

limitation  enforcement or collection of the Notes),  Administrative Agent shall
not be required to act or to refrain  from acting (and shall be fully  protected
in so acting or refraining from acting) upon the instructions of any Lender, and
Administrative  Agent  shall not be required  to take any action  which  exposes
Administrative  Agent to  personal  liability  or which is  contrary to any Loan
Documents or applicable law.  Administrative Agent agrees to give to each Lender
notice of each notice given to it by the Borrower  pursuant to the terms of this
Agreement, and to distribute to each applicable Lender in like funds all amounts
delivered to  Administrative  Agent by Borrower  for the Pro Rata or  individual
account of any Lender.  Functions of the Administrative  Agent are administerial
in nature and in no event shall the  Administrative  Agent have a  fiduciary  or
trustee relationship in respect of any Lender by reason of this agreement or any
Loan Document.

    10.2 Administrative Agent's Reliance, Etc. Neither Administrative Agent, nor
any of its directors,  officers,  agents, employees, or representatives shall be
liable  for any  action  taken or  omitted to be taken by it or them under or in
connection  with this  Agreement or any other Loan  Document,  except for its or
their own gross  negligence  or willful  misconduct.  Without  limitation of the
generality of the foregoing, Administrative Agent (a) may treat the payee of any
Note as the holder thereof until Administrative Agent receives written notice of
the  Lender;  (b) may  consult  with legal  counsel  (including  counsel for the
Borrower or any of its Subsidiaries),  independent public accountants, and other
experts  selected by it, and shall not be liable for any action taken or omitted
to be taken in good faith by it in  accordance  with the advice of such counsel,
accountants,  or experts;  (c) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any  statements,  warranties,  or
representations  made in or in connection  with this Agreement or any other Loan
Documents;  (d) shall not have any duty to  ascertain  or to  inquire  as to the
performance or observance of any of the terms,  covenants, or conditions of this
Agreement  or any  other  Loan  Documents  on the  part  of any  obligor  or its
Subsidiaries or to inspect the property (including the books and records) of any
obligor or its subsidiaries;  (e) shall not be responsible to any Lender for the
due execution, legality, validity, enforceability,  genuineness, sufficiency, or
value of this Agreement,  any other Loan Documents,  or any other  instrument or
document furnished pursuant hereto; and (f) shall incur no liability under or in
respect of this Agreement or any other Loan Documents by acting upon any notice,
consent, certificate, or other instrument or writing believe by it to be genuine
and signed or sent by the proper party or parties.

    10.3 SunTrust  Bank and  Affiliates.  With respect to its  Revolving  Credit
Commitment,  its Advances,  and any Loan  Documents,  SunTrust Bank has the same
rights  under this  Agreement  as any other  Lender and may exercise the same as
though it were not  Administrative  Agent.  SunTrust Bank and its Affiliates may
accept  deposits  from,  lend money to, act as trustee under  indentures of, and
generally  engage in any kind of  business  with,  any  obligor,  any  Affiliate
thereof,


                                       46
<PAGE>


and any Person who may do business  therewith,  all as if SunTrust Bank were not
Administrative Agent and without any duty to account therefor to any Lender.

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

    10.5  Indemnification  by Lenders.  Lenders shall  indemnify  Administrative
Agent, Pro Rata, from and against any and all liabilities,  obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
of any kind or  nature  whatsoever  which may be  imposed  on,  incurred  by, or
asserted against  Administrative  Agent in any way relating to or arising out of
any Loan  Documents  or any  action  taken or omitted  by  Administrative  Agent
thereunder, including any negligence of Administrative Agent; provided, however,
that no Lender shall be liable for any portion of such liabilities, obligations,
losses,  damages,  penalties,  actions,  judgments,  suits, costs,  expenses, or
disbursements  resulting from Administrative Agent's gross negligence or willful
misconduct.  Without  limitation  of  the  foregoing,  Lenders  shall  reimburse
Administrative  Agent,  Pro Rata,  promptly  upon  demand for any  out-of-pocket
expenses (including reasonable attorneys' fees) incurred by Administrative Agent
in  connection  with  the  preparation,   execution,  delivery,  administration,
modification,  amendment,  or enforcement  (whether through  negotiation,  legal
proceedings  or otherwise) of, or legal and other advice in respect of rights or
responsibilities  under,  the Loan  Documents.  The  indemnity  provided in this
Section 10.5 shall survive the termination of this Agreement.

    10.6 Successor  Administrative  Agent.  Administrative  Agent may resign any
time by giving written  notice  thereof to Lenders and the Borrower,  and may be
removed at any time with or without  cause by the action of all  Lenders  (other
than  Administrative  Agent,  if it is a  Lender).  Upon any  such  resignation,
Borrower  shall have the option to designate an existing  Lender to have a right
of first  refusal to accept the  position  of  Administrative  Agent;  otherwise
Lenders shall have the right to appoint a successor  Administrative Agent. If no
successor  Administrative  Agent  shall  have been so  appointed  and shall have
accepted such appointment  within thirty days after the retiring  Administrative
Agent's giving of notice of resignation,  then the retiring Administrative Agent
may, on behalf of Lenders, appoint a successor Administrative Agent, which shall
be a commercial bank organized under the laws of the United States of America or
of any state  thereof  and having a  combined  capital  and  surplus of at least
$50,000,000.00.  Upon the acceptance of


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<PAGE>


any appointment as Administrative Agent hereunder by a successor  Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the Rights and duties of the retiring  Administrative Agent, and
the  retiring  Administrative  Agent  shall be  discharged  from its  duties and
obligations  under the Loan Documents,  provided that if the retiring or removed
Administrative  Agent is unable to  appoint a  successor  Administrative  Agent,
Administrative  Agent shall, after the expiration of a sixty day period from the
date  of  notice,  be  relieved  of  all  obligations  as  Administrative  Agent
hereunder.  Notwithstanding  any Administrative  Agent's  resignation or removal
hereunder, the provisions of this Section shall continue to inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement.

                           SECTION 11. MISCELLANEOUS.

    11.1 Amendments and Waivers. No amendment or waiver of any provision of this
Agreement  or any other Loan  Documents,  nor  consent to any  departure  by the
Borrower or any obligor  therefrom,  shall be effective unless the same shall be
in writing  and signed by the  Borrower  and the  Administrative  Agent with the
consent of the Required  Lenders,  and then any such waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given; provided,  however, that no amendment,  waiver, or consent shall (and the
result of action or failure to take  action  shall  not),  unless in writing and
signed by all of Lenders and  Administrative  Agent,  (a) increase the Revolving
Credit Commitment,  (b) reduce any principal,  interest,  fees, or other amounts
payable  hereunder,  (c) postpone  any date fixed for any payment of  principal,
interest,  fees, or other amounts payable hereunder,  (d) release any collateral
or guaranties securing any obligor's obligations hereunder,  other than releases
contemplated  hereby  and by the Loan  Documents,  (e)  change  the  meaning  of
"Specified  Percentage"  or the  number of Lenders  required  to take any action
hereunder,  or change the definitions of "Revolving Credit  Commitment,"  "Swing
Line  Commitment,"  "Letter of Credit  Commitment,"  or "Maturity  Date," or (f)
amend Section 2 or this Section 11.1.  No  amendment,  waiver,  or consent shall
affect the rights or duties of  Administrative  Agent under any Loan  Documents,
unless it is in writing  and signed by  Administrative  Agent in addition to the
requisite Lenders.

    11.2  Sharing of Payments.  If any Lender shall obtain any payment  (whether
voluntary,  involuntary,  through  the  exercise  of any  Right of  set-off,  or
otherwise)  on  account  of its  Advances  in  excess  of its Pro Rata  share of
payments  made  by  the   Borrower,   such  Lender  shall   forthwith   purchase
participations  in Advances  made by the other  Lenders as shall be necessary to
share the excess payment Pro Rata with each of them, provided,  however, that if
any of such excess payment is thereafter  recovered from the purchasing  Lender,
its purchase from each Lender shall be rescinded and each Lender shall repay the
purchase price to the extent of such recovery  together with a Pro Rata share of
any interest or other amount paid or payable by the purchasing Lender in respect
of the  total  amount so



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<PAGE>

recovered.  The Borrower  agrees that any Lender so  purchasing a  participation
from another  Lender  pursuant to this  Section 11.2 may, to the fullest  extent
permitted  by law,  exercise all its rights of payment  (including  the right of
set-off) with respect to such  participation  as full as if such Lender were the
direct creditor of the Borrower in the amount of such participation.

    11.3   Liens;   Set-Off.   Borrower   hereby   grants  to  each  Lender  and
Administrative  Agent a continuing  lien to secure all  indebtedness of Borrower
whether  created  hereunder,  pursuant  hereto,  or  otherwise  upon any and all
monies,  securities and other property of Borrower and the proceeds thereof, now
or hereafter held or received by or in transit to, the Lender or  Administrative
Agent, if applicable,  from or for Borrower,  and also upon any and all deposits
(general  or  special)  and credits of  Borrower,  if any, at Bank,  at any time
existing.  Upon the  occurrence  of any Event of Default,  each Lender is hereby
authorized at any time and from time to time, without notice to Borrower, to set
off, appropriate, and apply any or all items hereinabove referred to against all
indebtedness  of  Borrower  owed to it,  whether  under  the Loan  Documents  or
otherwise,  whether now existing or hereafter  arising. A Lender shall be deemed
to have  exercised  such right of set-off and to have made a charge against such
items  immediately upon the occurrence of such Event of Default although made or
entered on its books subsequent thereof.

    11.4  Payment of Expenses,  Including  Attorneys'  Fees and Taxes.  Borrower
agrees: (a) to pay or reimburse Lenders and  Administrative  Agent for all their
respective reasonable and customary out-of-pocket costs and expenses incurred in
connection with the preparation,  negotiation,  execution,  and delivery of, and
any amendment,  supplement,  or modification to, or waiver or consent under, the
Loan Documents,  and the consummation of the transactions  contemplated thereby,
including,   without   limitation,   the   reasonable  and  customary  fees  and
disbursements of their counsel,  taxes, and all recording or filing fees; (b) to
pay or  reimburse  Lenders  and  Administrative  Agent  for all of its costs and
expenses   incurred  in  connection   with  the   administration,   supervision,
collection, or enforcement of, or the preservation of any rights under, the Loan
Documents,  including,  without limitation,  the fees and disbursements of their
counsel,  including  attorneys'  fees out of court,  in  trial,  on  appeal,  in
bankruptcy  proceedings,  or otherwise;  (c) without  limiting the generality of
provision (a) hereof, to pay or reimburse Lenders and Administrative  Agent for,
and  indemnify  and  hold  them  harmless  against  liability  for,  any and all
documentary  stamp  taxes,  non-recurring  intangible  taxes,  or  other  taxes,
together  with any  interest,  penalties,  or other  liabilities  in  connection
therewith, that Lenders and Administrative Agent now or hereafter determines are
payable with respect to the Loan  Documents,  the  obligations  evidenced by the
Loan  Documents,  any advances under the Loan  Documents,  and any guaranties or
security  instruments;   and  (d)  to  pay,  indemnify,  and  hold  Lenders  and
Administrative  Agent  harmless from and against any and all other  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses,  or disbursements of any kind or nature whatsoever with respect to


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<PAGE>


the execution,  delivery,  enforcement,  performance,  and administration of the
Loan Documents, except in the event of gross negligence or willful misconduct on
the part of the  indemnified  party.  The  agreements in this  Subsection  shall
survive repayment of all other amounts payable hereunder or pursuant hereto, now
or in the future,  and shall be secured by all collateral  that secures the loan
or loans described herein.

    11.5 Notices.  Unless otherwise expressly agreed herein, and notwithstanding
any  provisions  to the  contrary  contained  in the other Loan  Documents,  all
notices,  requests,  and demands to or upon the parties  hereto  pursuant to any
Loan Document  shall be deemed to have been given or made when delivered by hand
or by courier  service,  when  provided  to a  nationally  recognized  overnight
delivery  service  for  overnight  delivery,  when  transmitted  to a  receiving
telecopier,  or three  days  after  deposit  in the  mail,  postage  prepaid  by
registered or certified mail,  return receipt  requested for the purposes hereof
the  addresses  of the  parties  hereto  (until  notice of a change  thereof  is
delivered  and  provided  in this  Subsection)  shall be as set forth under each
party's name on the signature pages hereof.

    11.6 Governing  Law. The validity,  interpretation,  and  enforcement of the
Loan Documents and the rights and obligations of the parties  thereto,  shall be
governed by, and construed and  interpreted in accordance  with, the laws of the
State of Florida  excluding  those laws relating to the  resolution of conflicts
between laws of different jurisdictions.

    11.7 Venue; Personal  Jurisdiction.  In any litigation in connection with or
to enforce  any of the Loan  Documents,  Borrower  irrevocably  consents  to and
confers  personal  jurisdiction  on the  courts of the State of  Florida  or the
United States courts located within the State of Florida,  expressly  waives any
objections as to venue in any of such courts, and agrees that service of process
may be made on  Borrower  by  mailing a copy of the  summons  and  complaint  by
registered or certified mail, return receipt requested, to the address set forth
herein (or otherwise  expressly  provided in writing).  Nothing contained herein
shall, however, prevent Administrative Agent or Lenders from bringing any action
or  exercising  any  rights  within  any  other  state or  jurisdiction  or from
obtaining personal jurisdiction by any other means available by applicable law.

    11.8 Severability and  Enforceability  of Provisions.  In the event that any
one or more of the provisions of the Loan Documents is determined to be invalid,
illegal,  or unenforceable in any respect as to one or more of the parties,  all
remaining  provisions  nevertheless  shall remain  effective  and binding on the
parties thereto and the validity, legality, and enforceability thereof shall not
be affected or impaired  thereby.  If any such  provision is held to be illegal,
invalid,  or  unenforceable,  there  will be  deemed  added  in lieu  thereof  a
provision as similar in terms to such  provision as is possible,  that is legal,
valid, and  enforceable.  To the



                                       50
<PAGE>

extent  permitted  by  applicable  law,  the parties  hereby  waive any law that
renders any such provision invalid, illegal, or unenforceable in any respect.

    11.9  Failure  of Party to  Execute.  Any  party  executing  any of the Loan
Documents shall be bound by the terms thereof without regard to execution by any
other party,  and the failure of any party to execute any of the Loan  Documents
shall not release or otherwise  affect the  obligations  of the party or parties
who do sign the other Loan Documents.

    11.10 Counterparts; Facsimile Signatures; Effective Date. The Loan Documents
and any amendments,  waivers,  consents,  or supplements hereto may be signed in
original counterparts and by facsimile  transmission of signed counterparts,  in
any  number,  each of which  shall be deemed an  original,  no one of which need
contain all of the signatures of the parties,  and as many of such  counterparts
as shall  together  contain all of the signatures of the parties shall be deemed
to constitute one and the same  instrument.  A set of the  counterparts  of this
Agreement  signed by all  parties  hereto  shall be lodged  with  Administrative
Agent.  This Agreement shall become effective upon the receipt by Administrative
Agent of  original  signed  counterparts  or  facsimile  confirmation  of signed
counterparts of this Agreement,  each of which shall be deemed an original, from
each of the parties hereto.

    11.11 No Waiver.  (a) No omission or failure of Administrative  Agent or any
Lender to exercise and no delay in exercising of any right,  power, or privilege
under any of the Loan Documents  shall impair such right,  power,  or privilege,
shall operate as a waiver  thereof or be construed to be a waiver  thereof;  nor
shall any single or partial exercise of any right,  power, or privilege preclude
any other or further exercise thereof or the exercise of any other right, power,
or privilege.

        (b) The execution of this Agreement and the new Loan Documents shall not
constitute  a waiver of any  default or Event of  Default  in any Loan  Document
existing  on  the  date  hereof,   nor  shall  it  eliminate   any  right  which
Administrative   Agent  or  Lenders  may  otherwise   have  to  accelerate   the
indebtedness  subject to this Agreement or exercise any other remedies by virtue
of any such other default or Event of Default.

    11.12  Cumulative  Remedies.  The rights and  remedies  provided in the Loan
Documents are cumulative,  and not exclusive of any rights or remedies  provided
by law or in equity, and may be pursued singularly,  successively,  or together,
and may be  exercised  as  often  as the  occasion  therefor  shall  arise.  The
warranties,  representations,  covenants, and agreements made herein and therein
shall be  cumulative,  except in the case of  irreconcilable  inconsistency,  in
which case the provisions of this Agreement shall control.

    11.13 Course of Dealing;  Amendment;  Supplemental Agreements.  No course of
dealing  between the parties  hereto  shall be effective  to amend,  modify,  or



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<PAGE>

change  any  provision  of the Loan  Documents.  The Loan  Documents  may not be
amended,  modified,  or changed in any respect except by an agreement in writing
signed by the party against whom such change is to be enforced. The parties may,
subject to the  provisions  of this  Subsection,  from time to time,  enter into
written agreements  supplemental to the Loan Documents for the purpose of adding
any  provisions  to the Loan  Documents or changing in any manner the rights and
obligations of the parties thereunder.  Any such supplemental agreement shall be
binding upon the parties thereto.

    11.14 Time of Essence. Time is of the essence in the performance of the Loan
Documents.

    11.15 Binding Obligation on Successors and Assigns. The Loan Documents shall
be binding upon the parties thereto and their respective successors and assigns,
and shall  inure to the  benefit  of the  parties  thereto  and their  permitted
successors and assigns.

    11.16 Assignments and Participations.

    (a)  Borrower  may not assign or transfer  any of its rights or  obligations
under  this  Agreement   without  the  prior  written  consent  of  Lenders  and
Administrative Agent.

    (b) Each Lender may assign to one or more banks or other entities its rights
and  obligations  under  this  Agreement  (including,  without  limitation,  its
Specified  Percentage of the Revolving Credit Commitment,  the Advances owing to
it, and its  obligations  with respect to the Line of Credit  Commitment and the
Swing Line  Commitment);  provided,  however,  that (i) Borrower  shall have the
right to designate an existing Lender to have a right of first refusal to accept
such assignment,  (ii) the assignment shall be of all, and not a portion, of its
rights and obligations under all of the facilities; (iii) Borrower shall consent
in writing to the assignment,  which consent, shall not be unreasonably withheld
(except  that no  consent  by  Borrower  shall  be  required  in the case of any
assignment to another  Lender and no consent by Borrower shall be required after
an Event of Default has occurred and is continuing);  (iv) Administrative  Agent
shall  consent  in  writing  to  the  assignment,  which  consent  shall  be  in
Administrative  Agent's sole  discretion;  and (v) the parties to the assignment
shall execute and deliver to  Administrative  Agent an assignment and acceptance
instrument in the form attached as Exhibit C hereto or otherwise satisfactory in
form and  substance to  Administrative  Agent (the  "Assignment  and  Acceptance
Agreement"),  together  with a  processing  and  recordation  fee of  $3,500.00,
payable by the assignor. Upon such execution and delivery, the assignee shall be
a party  hereto,  shall be deemed a "Lender,"  and shall have,  to the extent of
such assignment  (unless otherwise  provided in such assignment with the consent
of Borrower and Administrative Agent), the obligations,  rights, and benefits of
a Lender hereunder,  and the assigning Lender shall relinquish its rights and be
released from obligations under this Agreement.



                                       52
<PAGE>

    (c)  Each  Lender  may  sell  participations  to one or more  banks or other
entities in all or a portion of its rights and obligations  under this Agreement
(including,  without  limitation,  all  or a  portion  of its  Revolving  Credit
Commitment,  the Advances owing to it, and its  obligations  with respect to the
Swing Line  Commitment and the Line of Credit  Commitment);  provided,  however,
that (i) such Lender's  obligations  under this  Agreement  (including,  without
limitation,  its  commitments  shall  remain  unchanged;  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations;  (iii)  Borrower,  the  Administrative  Agent,  and the other
Lenders  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection with the Lender's rights and obligations  under this Agreement;  (iv)
such  Lender may not agree with the  participant  to require  the  participant's
consent or permit  the  participant  to vote on whether to take or refrain  from
taking any action or to approve any  amendment or waiver of any provision of any
Loan Document,  or any consent or any departure by any party  therefrom,  except
that such  Lender  may agree with the  participant  that such  Lender  will not,
without  the  consent  or vote of the  participant,  agree to (1)  increase  the
Revolving Credit Commitment, Swing Line Commitment, or Line of Credit Commitment
of such Lender; (2) reduce the principal,  interest,  any fees, or other amounts
payable under the Loan  Documents,  or waive or result in the waive of any Event
of Default; (4) postpone any date fixed for any payment of principal,  interest,
fees, or other amounts payable under the Loan  Documents;  or (5) release all or
substantially all of any collateral or guaranties securing any obligations under
the Loan Documents,  other than releases contemplated by the Loan Documents;  or
(6) change  the  definitions  of  "Revolving  Credit  Commitment,"  "Swing  Line
Commitment,"  "Letter of Credit Commitment," or "Maturity Date," in each case if
the rights of the  participant are or would be affected  thereby.  The assigning
Lender shall promptly notify Borrower in writing of such assignment.

    (d)  Administrative  Agent and any Lender may  disclose  to any  assignee or
participant or proposed  assignee or participant,  any  information  relating to
Borrower furnished to Administrative Agent or such Lender.

    (e) Notwithstanding any of the foregoing to the contrary,  nothing herein is
intended  to  prohibit  the  assigning,  discounting,  or pledging of all or any
portion  of a  Lender's  interest  in the  Advances  or any Note to any  Federal
Reserve Bank as  collateral  security  pursuant to  regulations  of the Board of
Governors of the Federal  Reserve  System and any Operating  Circular  issued by
such  Federal  Reserve  Bank,  and  such  Advances  or a  Note  shall  be  fully
transferable as provided therein. No such assignment shall release the assigning
Lender from its obligations hereunder.

    (f)  Borrower  agrees  that any  participants  shall have the same rights of
set-off against Borrower as granted the Lenders herein.

    11.17 Reliance Upon,  Survival of and  Materiality  of  Representations  and
Warranties, Agreements, and Covenants. All representations and



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<PAGE>

warranties,  agreements,  and covenants  made in the Loan Documents are material
and shall be deemed to have been  relied upon by  Lenders,  notwithstanding  any
investigation  heretofore  or  hereafter  made by any  Lender or  Administrative
Agent,  and shall survive the  execution and delivery of the Loan  Documents and
the making of the loan or loans herein contemplated,  and shall continue in full
force  and  effect  so  long  as any  indebtedness  is  owed  to any  Lender  or
Administrative Agent pursuant hereto or so long as there shall be any commitment
to make loans  hereunder.  All statements  contained in any certificate or other
paper  delivered  to Lenders at any time  pursuant to the Loan  Documents  shall
constitute representations and warranties under the Loan Documents.

    11.18 Legal or  Governmental  Limitations.  Anything  contained  in the Loan
Documents  to the  contrary  notwithstanding,  no Lender  shall be  obligated to
extend  credit  or make  loans to  Borrower  in an amount  in  violation  of any
limitations or prohibitions provided by any applicable statute or regulation.

    11.19 Estoppel and Release. Borrower hereby acknowledges and agrees that, as
of the date  hereof,  there  exists no right of offset,  defense,  counterclaim,
claim, or objection in favor of such party as against the  Administrative  Agent
or the Lenders with respect to the Revolving  Credit  Notes,  the Line of Credit
Notes, the Swing Line Note, any collateral  therefor or guaranties  thereof,  or
any other aspect of the transactions  contemplated  thereby,  or  alternatively,
that any such right of offset, defense, counterclaim,  claim, or objection known
by  Borrower is hereby  expressly  waived.  In  connection  with the  foregoing,
Borrower  hereby  releases  and  discharges  the  Administrative  Agent  and the
Lenders,  their  subsidiaries,   affiliates,   directors,  officers,  employees,
attorneys,  agents,  successors,  and assigns  from any and all rights,  claims,
demands, actions, causes of action, suits, proceedings,  agreements,  contracts,
judgments,  damages, debts, duties,  liabilities, or obligations, of any kind or
character,  including  without  limitation  such  claims and  defenses as fraud,
mistake,  duress,  and usury,  whether in law or in equity,  choate or inchoate,
which they have had or now have,  if known by Borrower,  arising under or in any
manner relating to, whether directly or indirectly,  the Revolving Credit Notes,
the Line of Credit  Notes,  the Swing  Line Note,  any  collateral  therefor  or
guaranties thereof, or any other aspect of the transactions contemplated thereby
from the beginning of time until the date hereof.

    11.20 Waiver of Appraisement,  Valuation, Stay, etc. In consideration of the
agreements as set forth herein, Borrower agrees that neither Borrower nor anyone
claiming through or under Borrower will set up, claim, or seek to take advantage
of any moratorium,  reinstatement,  forbearance,  appraisement, valuation, stay,
cash  collateral,  extension,  homestead,  exemption,  or redemption laws now or
hereafter in force, in order to prevent or hinder the enforcement or foreclosure
of any security  documents in accordance  with the terms  thereof,  the absolute
sale of the collateral encumbered thereby, or the delivery of possession thereof
immediately after such sale to the purchaser at such sale. Borrower,  for itself
and all who may



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<PAGE>

at any time claim  through or under it, hereby waives to the full extent that it
may lawfully do so, the benefit of all such laws,  and any and all right to have
the assets  subject to the lien of the security  documents  marshalled  upon any
foreclosure or sale.

    11.21 Consultation With Counsel;  Voluntary Execution.  Borrower has had the
opportunity to consult with counsel of its own choosing,  and has discussed with
such counsel the  provisions of this  Agreement and the other new Loan Documents
or has freely  and  voluntarily  elected  not to discuss  such  provisions  with
counsel.  Borrower has executed this  Agreement and the other new Loan Documents
voluntarily  and with full  knowledge  of their  significance  and  without  any
coercion or duress from Administrative  Agent or Lenders.  Borrower has read and
understands  the  purpose  and effect of this  Agreement  and the other new Loan
Documents.

    11.22  Cooperation,  Further  Assurances.  Borrower agrees to cooperate with
Administrative Agent and Lenders so that the interests of such parties under the
Loan  Documents  are  protected  and the intent of the Loan  Documents  and this
Agreement  can be  effectuated.  Borrower  agrees to  execute  whatever  further
documents and to provide whatever further  assurances  Administrative  Agent may
reasonably request or deem necessary to effectuate the terms of this Agreement.

    11.23 WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY  KNOWINGLY,
IRREVOCABLY,  VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY
IN  RESPECT  OF ANY  LITIGATION  BASED  ON  THIS  AGREEMENT  OR THE  OTHER  LOAN
DOCUMENTS,  OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT,  THE
OTHER LOAN  DOCUMENTS,  OR ANY OTHER DOCUMENT  EXECUTED IN CONJUNCTION  WITH THE
TRANSACTIONS  CONTEMPLATED  THEREUNDER,  OR ANY  COURSE  OF  CONDUCT,  COURSE OF
DEALING,  STATEMENT  (WHETHER  ORAL OR  WRITTEN),  OR ACTION OF ANY PARTY.  THIS
PROVISION IS A MATERIAL INDUCEMENT FOR LENDERS, ADMINISTRATIVE AGENT, SWING LINE
LENDER,  ISSUING  LENDER,  AND  LEAD  ARRANGER  TO ENTER  INTO THE  TRANSACTIONS
EVIDENCED HEREBY.



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<PAGE>


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

BORROWER:

Address:   531 Flanders Filters Road        FLANDERS CORPORATION,
           Washington, NC  27889            a North Carolina corporation
           Attn:  Steven K. Clark

           Telephone: (252) 946-8081
           Telecopy:  (252) 946-4738
                                            By: /s/ Steven K. Clark
                                                   Steven K. Clark
                                                    Vice President

LEAD ARRANGER:

Address:   SunTrust Plaza                   SUNTRUST EQUITABLE
           303 Peachtree St., Ste 2400      SECURITIES CORPORATION, a
           Atlanta, GA  30308               Georgia corporation
Attn:      Susan O. Graham

                                            By: /s/ Susan O. Graham
                                                ------------------------------
                                                  Name:  Susan O. Graham
                                                  Title: Director

ADMINISTRATIVE AGENT:

Address:   Corporate Banking, Tampa Bay     SUNTRUST BANK,
           401 East Jackson Street          a state bank organized under the
           20th Floor                       the laws of Georgia
           Tampa, FL  33601
           Attn:  Donald J. Campisano

           Telephone:  (813) 224-2397       By:     /s/ W. David Wisdom
           Telecopier: (813) 224-2833       Name:   W. David Wisdom
                                            Title:  Vice President



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<PAGE>

SWING LINE LENDER:

Address:   Corporate Banking, Tampa Bay     SUNTRUST BANK,
           401 East Jackson Street          a state bank organized under the
           20th Floor                       the laws of Georgia
           Tampa, FL  33601
           Attn:  Donald J. Campisano

           Telephone:  (813) 224-2397       By:     /s/ W. David Wisdom
           Telecopier: (813) 224-2833       Name:   W. David Wisdom
                                            Title:  Vice President

ISSUING LENDER:

Address:   Corporate Banking, Tampa Bay     SUNTRUST BANK,
           401 East Jackson Street          a state bank organized under the
           20th Floor                       the laws of Georgia
           Tampa, FL  33601
           Attn:  Donald J. Campisano

           Telephone:  (813) 224-2397       By:     /s/ W. David Wisdom
           Telecopier: (813) 224-2833       Name:   W. David Wisdom
                                            Title:  Vice President

LENDERS:

Specified Percentage:  66.667%              SUNTRUST BANK,
Address:   Corporate Banking, Tampa Bay     a state bank organized under the
           401 East Jackson Street          laws of Georgia
           20th Floor
           Tampa, Florida 33601
           Telephone:  (813) 224-2397       By:     /s/ W. David Wisdom
           Telecopier: (813) 224-2833       Name:   W. David Wisdom
                                            Title:  Vice President


Specified Percentage:  33.333%              ZIONS FIRST NATIONAL BANK,
Address:   One South Main Street            a national banking association
           Salt Lake City, Utah 84111
           Attn:
           Telephone:
           Telecopier:                      By:     /s/ Brett Eliason
                                            Name:   Brett Eliason
                                            Title:  Vice President


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<PAGE>

STATE OF UTAH

COUNTY OF SALT LAKE

    Execution of the foregoing  instrument was  acknowledged  before me this 1st
day of  February,  2000,  by Steven K.  Clark,  as Vice  President  of  Flanders
Corporation, a North Carolina corporation,  on behalf of the corporation.  He is
either  personally  known  to me or  has  produced  ____________________________
____________________ as identification.

                             /s/ Connie R Calo
                             Printed/Typed Name:    Connie R Calo
(AFFIX NOTARIAL SEAL)        Notary Public-State of Utah
                             Commission Number:
                             My Commission Expires: 10-03-02





STATE OF GEORGIA

COUNTY OF FULTON

    Execution of the foregoing  instrument was  acknowledged  before me this 3rd
day of  February,  2000,  by Susan  Graham as  Director  of  SunTrust  Equitable
Securities  Corporation,  a Georgia  corporation,  on behalf of the corporation.
He/She    is    either    personally    known    to   me   or    has    produced
____________________________________________ as identification.

                          /s/ Janice J. Konopka
                          Printed/Typed Name: Janice J. Konopka
(AFFIX NOTARIAL SEAL)     Notary Public-State of Georgia
                          Commission Number:
                          My Commission Expires:  Jan. 21, 2003



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<PAGE>


STATE OF GEORGIA

COUNTY OF FULTON

    Execution of the foregoing  instrument was acknowledged before me this 1 day
of February,  2000, by W. David Wisdom,  as Vice  President of SunTrust  Bank, a
state bank organized under the laws of Georgia, on behalf of the bank. He/She is
either  personally  known  to me or has  produced  _____________________________
_______________ as identification.

                          /s/ Shaumar K. Morris
                          Printed/Typed Name:       Shaumar K. Morris
(AFFIX NOTARIAL SEAL)     Notary Public-State of    Georgia
                          Commission Number:
                          My Commission Expires:    June 13, 2003



STATE OF UTAH

COUNTY OF UTAH

    Execution of the foregoing  instrument was acknowledged  before me this 31st
day of  January,  2000,  by Brett  Eliason,  as  vice-president,  of Zions First
National Bank, a national banking association,  on behalf of the association. He
is     either     personally     known     to     me     or     has     produced
____________________________________________ as identification.

                        /s/ Travis Colledge
                        Printed/Typed Name:     Travis Colledge
(AFFIX NOTARIAL SEAL)   Notary Public-State of  Utah
                        Commission Number:
                        My Commission Expires:  06/10/00


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