AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

                                      AMONG

                 GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

                             AS ADMINISTRATIVE AGENT

                      FIFTH THIRD BANK (NORTHERN KENTUCKY)

                                   AS CO-AGENT

                                       AND

                 GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION
                                       AND
        THE OTHER LENDERS LISTED ON EXHIBIT 3 AND SIGNATURE PAGES HERETO

                                   AS LENDERS


                                       AND


                           POMEROY IT SOLUTIONS, INC.,
                   POMEROY SELECT INTEGRATION SOLUTIONS, INC.,
                     POMEROY SELECT ADVISORY SERVICES, LLC,
                    POMEROY IT SOLUTIONS SALES COMPANY, INC.,
                POMEROY COMPUTER RESOURCES HOLDING COMPANY, INC.,
                   POMEROY COMPUTER RESOURCES OPERATIONS, LLP,
                               PCR HOLDINGS, INC.,
                              PCR PROPERTIES, LLC,
                                 THELINC, LLC ,
                        VAL TECH COMPUTER SYSTEMS, INC.,
                  MICROLOGIC BUSINESS SYSTEMS OF K.C., LLC, AND
                          POMEROY ACQUISITION SUB, INC.
                              JOINTLY AND SEVERALLY

                                   AS BORROWER

                                  JUNE __, 2004


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                AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

     In  consideration  of  the  mutual  agreements  herein and other sufficient
consideration,  the  receipt  of  which  is  hereby  acknowledged,  Pomeroy  IT
Solutions,  Inc.  (formerly known as, Pomeroy Computer Resources, Inc.), Pomeroy
Select  Integration  Solutions,  Inc.,  Pomeroy  Select  Advisory  Services, LLC
(formerly, prior to conversion, Pomeroy Select Advisory Services, Inc.), Pomeroy
IT  Solutions Sales Company, Inc. (formerly known as, Pomeroy Computer Resources
Sales  Company, Inc.), Pomeroy Computer Resources Holding Company, Inc., Pomeroy
Computer  Resources  Operations,  LLP,  PCR  Holdings,  Inc. (formerly known as,
Technology Integration Financial Services, Inc.), PCR Properties, LLC (formerly,
prior  to  conversion,  PCR  Properties,  Inc.,  and  prior  to such conversion,
formerly  known  as,  T.I.F.S.  Advisory Services, Inc.), TheLinc, LLC, Val Tech
Computer  Systems,  Inc.,  Micrologic  Business  Systems  of  K.C., LLC, Pomeroy
Acquisition Sub, Inc. (collectively, and separately referred to as, "Borrower"),
and  GE Commercial Distribution Finance Corporation ("GECDF"), as Administrative
Agent, and GECDF and the other lenders listed on Exhibit 3 of this Agreement and
the  signature  pages  hereto  (and  their  respective  successors and permitted
assigns),  as  "Lenders",  agree  as  follows:

                                    RECITALS

A.     The  Borrower,  Administrative Agent, GECDF and the lenders named therein
or  party  thereto  from  time  to time (the "Existing Lenders"), entered into a
Credit  Facilities  Agreement dated as of June 28, 2001 (as amended from time to
time,  the  "Existing  Loan  Agreement").

B.     The  Borrower,  Administrative  Agent and the Lenders desire to, and have
agreed  to,  amend  and restate the Existing Loan Agreement into this Agreement,
and this Agreement is not a novation of the Existing Loan Agreement.

C.     As  a  condition  to  the  execution  and delivery of this Agreement, the
Administrative  Agent,  the  Existing  Lenders  and  the Lenders have executed a
Master  Assignment and Acceptance Agreement, as acknowledged by the Borrower, of
even  date  herewith,  which  such Master Assignment and Acceptance Agreement is
effective  simultaneously  with  the  effectiveness  of  this  Agreement.

1.   EFFECTIVE  DATE.

This  Agreement  is  effective  June  __,  2004.

2.   DEFINITIONS; RULES OF CONSTRUCTION; BORROWING AGENT; REAFFIRMATION; PATRIOT
ACT.

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

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

     2.3.  REFERENCES TO BORROWER. The words "a Borrower", "any Borrower", "each
     Borrower"  and "every Borrower" refer to each of Pomeroy IT Solutions, Inc.
     (formerly  known  as,  Pomeroy  Computer  Resources,  Inc.), Pomeroy Select
     Integration  Solutions,  Inc.,  Pomeroy  Select  Advisory  Services,  LLC
     (formerly,  prior  to  conversion, Pomeroy Select Advisory Services, Inc.),
     Pomeroy  IT  Solutions  Sales  Company,  Inc.  (formerly  known as, Pomeroy
     Computer Resources Sales Company, Inc.), Pomeroy Computer Resources Holding
     Company,  Inc.,  Pomeroy  Computer Resources Operations, LLP, PCR Holdings,
     Inc.  (formerly known as, Technology Integration Financial Services, Inc.),
     PCR  Properties,  LLC  (formerly,  prior  to  conversion,  PCR  Properties,


<PAGE>
     Inc.,  and  prior  to such conversion, formerly known as, T.I.F.S. Advisory
     Services,  Inc.), TheLinc, LLC, Val Tech Computer Systems, Inc., Micrologic
     Business  Systems  of  K.C.,  LLC,  and  Pomeroy Acquisition Sub, Inc. both
     separately  and  collectively,  as  though  each  such entity were actually
     listed,  and  their  Obligations  and  liabilities  (including,  without
     limitation,  the  Loan  Obligations) under the Loan Documents are joint and
     several  in  all  respects.

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

     2.5. REFERENCES TO REQUIRED LENDERS. The words "Required Lenders" means any
     one  or more Lenders whose shares of Lenders' Exposure at the relevant time
     aggregate  at  least  60.0000%  (subject  to  the  terms  of  Section 7.5).

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

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

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

     2.9.  JOINDER  OF  POMEROY ACQUISITION SUB, INC. Pomeroy IT Solutions, Inc.
     has previously formed Pomeroy Acquisition Sub, Inc., a Delaware corporation
     ("PAS").  PAS, hereby irrevocably covenants and agrees that by execution of
     this  Agreement,  it  is,  for  all  purposes,  a  Borrower  under the Loan
     Agreement  and other Loan Documents and it is jointly and severally liable,
     as  a maker and not an accommodation party, for the payment and performance
     of  all  Loan  Obligations and all covenants, agreements and obligations of
     the  Borrower contained in the Loan Agreement and the other Loan Documents,
     in  each  case  whether  now existing or hereafter arising as if PAS were a
     signatory  to  the  Loan  Agreement and other Loan Documents on the date of
     execution  thereof. In this Agreement, each document executed in connection
     herewith, for all purposes under the Loan Agreement and the Loan Documents,
     and  hereafter,  all  references  to  "Borrowers" or "Borrower" or "Covered
     Person"  or  "Covered  Persons" in the Loan Agreement and in any other Loan
     Document  shall  be  deemed  to  include  and  shall  hereby  include  PAS.


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

     2.11.  GENERAL.  Unless  the  context  of  this  Agreement clearly requires
     otherwise:  (i)  references  to  the  plural  include the singular and vice
     versa;  (ii)  references to any Person include such Person's successors and
     assigns  but,  if  applicable,  only  if  such  successors  and assigns are
     permitted  by  this  Agreement;  (iii) references to one gender include all
     genders;  (iv)  "including"  is  not  limiting;  (v) "or" has the inclusive
     meaning  represented  by  the  phrase  "and/or;"  (vi)  the words "hereof,"
     "herein,"  "hereby,"  "hereunder" and similar terms in this Agreement refer
     to  this  Agreement  as  a  whole,  including  its Exhibits, and not to any
     particular  provision  of  this  Agreement;  (vii)  the  word  "Section" or
     "section"  and  "Page"  or "page" refer to a section or page, respectively,
     of,  and the word Exhibit refers to an Exhibit to, this Agreement unless it
     expressly  refers  to  something  else;  (viii) reference to any agreement,
     document,  or  instrument  (including  this  Agreement  and  any other Loan
     Document  or other agreement, document or instrument defined herein), means
     such  agreement,  document,  or  instrument  as amended, modified, restated
     and/or  replaced  and  in  effect  from time to time in accordance with the
     terms  thereof  and,  if  applicable,  the  terms  hereof, and includes all
     attachments  thereto  and  documents incorporated therein, if any; and (ix)
     general  and  specific  references  to  any  Law means such Law as amended,
     modified,  codified  or  reenacted, in whole or in part, and in effect from
     time  to  time.  Section  captions  and  the  Table  of  Contents  are  for
     convenience only and shall not affect the interpretation or construction of
     this  Agreement  or  the  other  Loan  Documents.


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<PAGE>
     2.12.  FIFTH  THIRD  BANK (NORTHERN KENTUCKY)APPOINTMENT AS CO-AGENT. Fifth
     Third Bank (Northern Kentucky) is given the title "Co-Agent" under the Loan
     Agreement  and Loan Documents. Nothing contained in the foregoing sentence,
     shall  give  Fifth  Third Bank (Northern Kentucky) any additional rights or
     obligations  under  the  Loan  Agreement  or  the  Loan  Documents.

     2.13.  REAFFIRMATION.  Each  Borrower  hereby  unconditionally  reaffirms,
     acknowledges  and  confirms  that  (i) such Borrower has no defenses to its
     obligations under the Existing Loan Agreement, this Agreement and the other
     Loan  Documents,  (ii)  the  Security Interests of the Administrative Agent
     under the Security Documents secure all the Loan Obligations under the Loan
     Agreement, continue in full force and effect, and have the same priority as
     before  this  Agreement,  (iii)  such  Borrower  has  no  claim  against
     Administrative  Agent, any Existing Lender or any Lender arising from or in
     connection  with  the  Existing Loan Agreement, this Agreement or the other
     Loan  Documents  and  any  and  all  such  claims  are waived, released and
     discharged  (the  foregoing is not intended to waive any manifest errors in
     the Administrative Agent's or any Lender's records with respect to the Loan
     Obligations or manifest errors in any Statement of Transaction with respect
     to the Loan Obligations), and (iv) each of the Security Documents and other
     Loan  Documents  (including,  without  limitation,  all  blocked  account
     agreements,  lockbox  agreements,  Subordination  Agreements,  landlord
     consents, and other documents and agreements), is hereby reaffirmed without
     qualification  and  is  and remains in full force and effect constitute the
     legal,  valid  and  binding  obligations  of  Borrower  enforceable against
     Borrower  in  accordance  with  their  terms, except to the extent that the
     enforceability  thereof against such Borrower may be limited by bankruptcy,
     insolvency  or  other laws affecting the enforceability of creditors rights
     generally  or  by  equity  principles  of  general  application.

     2.14.  PATRIOT  ACT NOTIFICATION. As required by applicable federal Law and
     Administrative  Agent's  and  each  other  Lender's policies and practices,
     Administrative  Agent  and each Lender may need to collect certain customer
     identification  information and documentation in connection with opening or
     maintaining  accounts,  or  establishing or continuing to provide services.

     2.15.  ARC ACQUISITION. Each of the Lenders and Administrative Agent hereby
     consents  to  the  ARC  Acquisition if and only if: (i) the purchase price,
     including  payment  for the outstanding capital stock, warrants and options
     therefor  of  Alternative  Resources  Corporation,  a Delaware corporation,
     Seller  notes  (if  any),  assumed  Indebtedness (excluding ordinary course
     accounts payable) or similar items, any deferred purchase price (if any) or
     earn  outs (if any), together with all expenses incurred in connection with
     the  ARC Acquisition does not exceed the total purchase price of Fifty Five
     Million  Dollars  ($55,000,000),  and  (ii) all other conditions of Section
     14.7  of  this Agreement, including, without limitation, the Administrative
     Agent  obtaining a first priority perfected Security Interest in all assets
     of  Alternative  Resources Corporation and its Subsidiaries acquired in the
     ARC  Acquisition  (except  for  capital stock), are satisfied in accordance
     with the terms thereof to the satisfaction of the Administrative Agent, and
     Borrower  providing  an  update  to  the  Disclosure  Schedule  in form and
     substance  satisfactory  to Administrative Agent. If the ARC Acquisition is
     consummated  in accordance with the preceding sentence, each of the Lenders
     and the Administrative Agent hereby consent to (i) following the closing of
     the ARC Acquisition, and with prior written notice to Administrative Agent,
     the  change  of  the  name  of Pomeroy Acquisition Sub, Inc. to Alternative
     Resources Corporation (or such other name as Borrower may choose), and (ii)
     the  merger  of  Pomeroy  Acquisition  Sub,  Inc. with and into Alternative
     Resources  Corporation,  with either entity being the successor corporation
     so  long  as  it is duly formed and existing under the laws of the State of
     Delaware.  Borrower  shall  deliver  to  Administrative  Agent, within five
     Business  Days  of  filing,  filed-stamped  copies of the amendments to the
     Formation  Documents  of  Pomeroy  Acquisition  Sub,  Inc.  or  Alternative


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<PAGE>
     Resources  Corporation  (whichever is the surviving entity), evidencing any
     name  change  to  such  surviving  entity,  and  merger  certified  by  the
     applicable Secretary of State together with shareholder resolutions of each
     such  Borrower  certified by its respective corporate secretary authorizing
     the  name  change of such entity as contemplated by this Section. Borrowers
     hereby irrevocably authorize Administrative Agent to file any amendments to
     any  prior  UCC  filings  and  to file any new UCC filings, to evidence, or
     continue  the  perfection  of,  its  liens  and  Security  Interests in the
     Collateral  due  to  such  name  changes  and  mergers.

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

     3.1.  REVOLVING  LOAN  COMMITMENTS.

          3.1.1.  AGGREGATE AMOUNT. Subject to the limitations in Section 3.1.2,
          Section  3.6  and  elsewhere  herein,  each  Lender  commits  to  make
          available  to  Borrower, from the Effective Date to the Revolving Loan
          Maturity  Date,  such  Lender's pro-rata share (as listed on Exhibit 3
          hereto)  of an "Aggregate Revolving Loan Commitment" that is initially
          One Hundred Ten Million Dollars ($110,000,000), but which may decrease
          from  time  to  time  as  provided  herein,  by  funding such Lender's
          pro-rata  share  of  Revolving Loan Advances made from time to time by
          Administrative Agent as provided herein. Subject to the limitations in
          Section  3.1.2 and elsewhere herein, payments and prepayments that are
          applied  to  reduce  the  Aggregate  Revolving  Loan may be reborrowed
          through  Revolving  Loan  Advances.  Each  Lender's  Revolving  Loan
          Commitment  is  its  pro-rata  share  of  the Aggregate Revolving Loan
          Commitment.  Upon  any  reduction  of  the  Aggregate  Revolving  Loan
          Commitment  permitted  in this Agreement, each Lender's Revolving Loan
          Commitment  will  automatically reduce by such Lender's pro-rata share
          of  such  reduction  of  the  Aggregate  Revolving  Loan  Commitment.

          3.1.2.  LIMITATION  ON  REVOLVING  LOAN  ADVANCES.  No  Revolving Loan
          Advance  will  be made which would result in either: (i) the Aggregate
          Revolving  Loan  exceeding  the  Maximum Available Amount; or (ii) the
          Lenders'  Exposure  exceeding  the  Total Aggregate Facility Limit. No
          Revolving  Loan  Advance  will  be made on or after the Revolving Loan
          Maturity Date. Lenders may, however, in their absolute discretion make
          such  Revolving  Loan Advances, but shall not be deemed by doing so to
          have  increased  the  Maximum  Available Amount or the Total Aggregate
          Facility  Limit  and shall not be obligated to make any such Revolving
          Loan  Advances  thereafter.  At  any  time  that  there is an Existing
          Default,  the  Aggregate  Revolving Loan Commitment may be canceled as
          provided in Section 16.3. The "Maximum Available Amount" (which can be
          a  negative  number) on any date shall be a Dollar amount equal to (i)
          the  lesser  of  (A)  the  amount  of  the  Aggregate  Revolving  Loan
          Commitment and (B) the Borrowing Base on such date, minus (ii) the sum
                                                              -----
          of  (a)  the  Swingline Loan, and (b) the Floorplan Shortfall, and (c)
          the  Letter of Credit Exposure on such date (except to the extent that
          a  Revolving Loan Advance will be used immediately to reimburse Letter
          of  Credit  Issuer  for  unreimbursed  draws  on  a Letter of Credit).

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


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

               3.1.4.1. 85% of the total outstanding principal balance of all of
               Borrowers'  Eligible Accounts as of the close of business on such
               date,  or  as  certified  in  the Borrowing Base Certificate most
               recently furnished to Administrative Agent as required in Section
               13.14.1,  whichever  is  less;  minus

               3.1.4.2. Fifteen Million Dollars ($15,000,000) provided, however,
               at  any  time if, for the preceding complete four fiscal quarters
               there has been no Default or Event of Default, then, beginning on
               the first day of the next following fiscal quarter, the foregoing
               amount  shall  be  reduced  to  $10,000,000;  provided  further,
               however, if a Default or an Event of Default subsequently occurs,
               then  such  amount  shall immediately be increased to $15,000,000
               but  such  amount  shall  be  reduced  to $10,000,000 if any such
               Default  or  Event  of  Default  is  waived  or  cured  to  the
               satisfaction  of  the  Administrative  Agent  and  the  Required
               Lenders,  and  no Default or Event of Default occurs for the next
               four  fiscal  quarter  period  following  any such waiver or cure
               (such  reduction  to occur beginning on the first day of the next
               following  fiscal  quarter);  minus

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

               3.1.4.4.  GENERAL RESERVES. any other reserves or deductions from
               the  "Borrowing  Base" which Administrative Agent or the Required
               Lenders  believe  to  be  appropriate  in  their  respective
               commercially  reasonable  discretion.

          3.1.5.  ELIGIBLE  ACCOUNTS.  "Eligible  Accounts"  include  all  of
          Borrowers'  Accounts  other  than  the  following,  unless approved in
          writing  by  Administrative  Agent  in each case: (i) any Account with
          respect  to  which  Administrative  Agent  does  not  have a valid and
          enforceable,  perfected  first  priority  Security  Interest; (ii) any
          Account  which remains unpaid as of 90 days after the original date of
          the  applicable  invoice; (iii) any Account of a single Account Debtor
          if  50%  or  more  of the balances due on all Accounts of such Account
          Debtor  are ineligible under clause (i) or (ii); (iv) any Account with
          respect  to which the Account Debtor is a Borrower, a Subsidiary or an
          Affiliate  thereof  or  an  employee  or  officer  of  Borrower or any
          Subsidiary or Affiliate thereof; (v) any Account with respect to which
          the Account Debtor does not maintain its chief executive office within
          the  United  States  and any Account with respect to which the Account
          Debtor is the government of any foreign country or any municipality or
          other political subdivision thereof, or any department, agency, public
          corporation  or  other instrumentality thereof; (vi) any Account which
          is  created  from  the  rental  or lease of any Inventory not owned by
          Borrower;  (vii)  any  Account with respect to goods or services whose
          delivery  or  performance  has  been rejected by the Account Debtor or
          whose  earlier acceptance has been revoked; (viii) any Account arising
          from  the  delivery  of  goods or performance of services for which an
          invoice  has  not  been  sent  to  the  Account Debtor within ten days


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

     3.2.  FLOORPLAN  LOAN  FACILITY.

          3.2.1.  FLOORPLAN  LOAN FACILITY GENERALLY. Each Lender shall, subject
          to  the  terms  and  limitations in this Section 3.2, Section 3.6, and
          elsewhere  herein,  make  available  to


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          Borrower  such Lender's pro-rata share (as listed on Exhibit 3 hereto)
          of  an  "Aggregate  Floorplan Loan Facility" that is initially Seventy
          Five  Million  Dollars ($75,000,000) but which will decrease from time
          to  time  as  provided  herein by funding such Lender's pro-rata share
          thereof  as provided for herein. Each Lender's Floorplan Loan Facility
          is  its  pro-rata  share  of the Aggregate Floorplan Loan Facility. No
          Floorplan  Loan Advance will be made which would result in either: (i)
          the  sum  of the Aggregate Floorplan Loan, the Interim Floorplan Loan,
          and  all  unfunded  Approvals,  exceeding the Aggregate Floorplan Loan
          Facility;  or (ii) the Lenders' Exposure exceeding the Total Aggregate
          Facility  Limit.  Subject to the terms of this Agreement, payments and
          prepayments  that  are  applied to reduce the Aggregate Floorplan Loan
          may be re-borrowed through subsequent Floorplan Loan Advances, subject
          to  the terms and conditions of this Agreement and the Loan Documents.
          The  Aggregate  Floorplan Loan Facility is not a commitment to lend or
          advance funds but is a discretionary facility. From and after the date
          on  which the Administrative Agent has actual knowledge of an Event of
          Default  under  Section  16.1.1  or  under Section 16.1.12, no further
          Approvals  will be issued and except with respect to existing unfunded
          Approvals,  no further Floorplan Loan Advances shall be made. From and
          after  the  date on which Administrative Agent has actual knowledge of
          any other Event of Default, no further Approvals will be issued if the
          Administrative  Agent  so chooses in its discretion to no longer issue
          Approvals  or  if the Required Lenders direct the Administrative Agent
          to  no  longer  issue  Approvals,  and except with respect to existing
          unfunded  Approvals, no further Floorplan Loan Advances shall be made.

          3.2.2.  INTERIM  FLOORPLAN  LOAN  ADVANCES.  In  order  to  reduce the
          frequency  of  fundings  of  Floorplan  Loan  Advances by Lenders, but
          subject  to  the  limitations  in  Section 3.2.3 and elsewhere herein,
          Administrative  Agent  may  in  its  absolute  discretion make Interim
          Floorplan  Loan  Advances  for  the account of and benefit of Borrower
          with  respect  to an Approval issued by Administrative Agent from time
          to  time  from the Effective Date to the Floorplan Loan Maturity Date.
          From  and  after the date on which the Administrative Agent has actual
          knowledge of an Event of Default under Section 16.1.1 or under Section
          16.1.12,  no  further  Interim  Floorplan Loan Advances shall be made.
          From  and  after  the  date  on  which Administrative Agent has actual
          knowledge  of  any  other  Event of Default, at the sole discretion of
          Administrative Agent, no further Interim Floorplan Loan Advances shall
          be  made.  Subject  to  the limitations in Section 3.2.3 and elsewhere
          herein,  payments  and  prepayments  that  are  applied  to reduce the
          Interim  Floorplan  Loan  may  be reborrowed through Interim Floorplan
          Loan Advances. The Interim Floorplan Loan Facility is not a commitment
          to  lend  or  advance  funds,  but  is  a  discretionary  facility.

          3.2.3.  LIMITATIONS  ON  INTERIM  FLOORPLAN LOAN ADVANCES. The maximum
          amount  of  the  Interim  Floorplan  Loan  amount on any date shall be
          Twenty  Million  Dollars ($20,000,000). Administrative Agent shall not
          be  obligated  to  make any particular Interim Floorplan Loan Advance,
          the  making  of  any  particular Interim Floorplan Loan Advance at any
          particular  time  being absolutely discretionary. Administrative Agent
          will  not, without the prior consent (which may be oral or in writing)
          of  each  Lender,  knowingly  make  any Interim Floorplan Loan Advance
          which  would  cause the aggregate amount of the Interim Floorplan Loan
          plus  the  Aggregate  Floorplan  Loan  plus  all unfunded Approvals to
          exceed  the  Aggregate  Floorplan  Loan  Facility  as  of  such  date
          immediately  prior  to  the  making of any such Interim Floorplan Loan
          Advance  or  make any Interim Floorplan Loan Advance which would cause
          the  Lenders'  Exposure  to exceed the Total Aggregate Facility Limit.
          Administrative  Agent  shall  not  be  obligated


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<PAGE>
          to  fund  any Interim Floorplan Loan Advances after the Floorplan Loan
          Maturity  Date  or  after the Interim Floorplan Loan Facility has been
          terminated.

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

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

          3.2.6.  INVENTORY  NOT  AVAILABLE  FOR  FLOORPLAN  LOANS  AND  INTERIM
          FLOORPLAN LOANS. Only Vendors approved by Administrative Agent will be
          eligible  to receive proceeds of Aggregate Floorplan Loan Facility and
          the  Interim  Floorplan  Loan  Facility.  Administrative  Agent or the
          Required  Lenders  may,  at  any  time and without notice to Borrower,
          elect  not  to  finance  any  Inventory  sold  by  particular Vendors,
          including  any  Vendors  who  are  in  default of their obligations to
          GECDF,  or  with  respect to which GECDF or Administrative Agent deems
          itself insecure, or any Inventory or Proceeds thereof in which another
          Person has a Security Interest. Without limiting the generality of the
          foregoing,  any items produced by IBM and Hewlett-Packard, will not be
          available for financing under the Aggregate Floorplan Loan Facility or
          the Interim Floorplan Loan Facility without the prior written approval
          of  the  Administrative Agent. Except with respect to Approvals issued
          by  Administrative Agent on or before the Floorplan Loan Maturity Date
          or  before  termination  as  set  forth  in  Section  3.2.7 which such
          Approvals may be funded in Administrative Agent's sole discretion and,
          in  such  case,  each  Lender  shall be obligated to fund its pro rata
          share of any Advance with respect to such Approvals, Lenders shall not
          be  obligated  to fund any Floorplan Loan Advances after the Floorplan
          Loan  Maturity Date or after the Aggregate Floorplan Loan Facility has
          been  terminated.

          3.2.7.  TERMINATION  OF  FLOORPLAN LOAN FACILITY AND INTERIM FLOORPLAN
          LOAN  FACILITY.  The Aggregate Floorplan Loan Facility and the Interim
          Floorplan  Loan  Facility  are  discretionary  facilities  and  may be
          terminated  by  Administrative  Agent  or  the  Required  Lenders with
          respect to any future Floorplan Loans or Interim Floorplan Loans which
          have  not been funded (whether or not an Approval has been issued, but
          subject  to any Vendor Agreements regarding unfunded Approvals) at any
          time  by the Administrative Agent or the Required Lenders upon written
          notice  to  the  Borrower.  If


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<PAGE>
          Administrative  Agent  or the Required Lenders terminate the Aggregate
          Floorplan  Loan  Facility  and/or the Interim Floorplan Loan Facility,
          Borrower  agrees  that  if there is no Existing Default, 30 days prior
          notice  of  termination  is  reasonable  and sufficient (although this
          provision shall not be construed to mean that shorter periods may not,
          in  particular  circumstances,  also be reasonable and sufficient) and
          Lenders  will  continue  to  fund  Advances for Approvals issued on or
          before  the expiration of such 30 day period and repayment shall be in
          accordance  with  the  applicable Statement of Transaction and billing
          statement.  A  termination  of  the  Aggregate Floorplan Loan Facility
          shall  automatically  terminate  the Interim Floorplan Facility on the
          date  of  any  notice  of  such termination of the Aggregate Floorplan
          Facility.  Borrower  will  not  be  relieved  from  any  obligation to
          Administrative  Agent or the Lenders arising out of Floorplan Loans or
          Interim  Floorplan Loans made before the effective termination date of
          the  Aggregate  Floorplan  Loan  Facility and/or the Interim Floorplan
          Loan  Facility  or  made  after  the effective termination date of the
          Aggregate  Floorplan  Loan Facility or Interim Floorplan Loan Facility
          in  connection  with  Approvals  issued  on  or  before such effective
          termination  date.  Notwithstanding  a  termination  of  the Aggregate
          Floorplan  Loan  Facility  and  the  Interim  Floorplan Loan Facility,
          Administrative  Agent  and  Lenders  will  retain all of their rights,
          interests  and remedies hereunder and in all Collateral until Borrower
          has  indefeasibly  paid  all of the Loan Obligations in full in cash ,
          all  Letters  of Credit have expired and the Letter of Credit Exposure
          is  irrevocably  reduced to zero, and the Administrative Agent and the
          Lenders  have no other commitment to extend credit or make advances to
          or  for  the  account  of  Borrower.

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

     3.3.  SWINGLINE  COMMITMENT.

          3.3.1.     SWINGLINE  ADVANCES.  In  order  to reduce the frequency of
          fundings  of  Revolving  Loan  Advances by Lenders, but subject to the
          limitations  in  Section  3.3.2  and  elsewhere herein, Administrative
          Agent  may (provided an Advance Request in the form of Exhibit 7.10 is
          received  by  Administrative  Agent)  in  its absolute discretion make
          Swingline  Advances  to  Borrower from time to time from the Effective
          Date  to  the Revolving Loan Maturity Date. From and after the date on
          which  the  Administrative  Agent  has actual knowledge of an Event of
          Default  under  Section 16.1.1, no further Swingline Advances shall be
          made  unless  the  Required  Lenders  approve  in  writing any further
          Swingline  Advances  or  unless  such  Event  of  Default is waived in
          writing by the Required Lenders. Subject to the limitations in Section
          3.3.2  and elsewhere herein, payments and prepayments that are applied
          to  reduce  the  Swingline  Loan  may  be reborrowed through Swingline
          Advances.  The Swingline Commitment is not a commitment to lend money,
          but  is  a  discretionary facility; Administrative Agent may terminate
          the  foregoing  Swingline  Commitment  at  any  time  in  its absolute
          discretion.


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

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

     3.4.  LETTER  OF  CREDIT  FACILITY.

          3.4.1. As may be requested from time to time by Borrower hereunder and
          subject  to  the terms and conditions of this Agreement, the Letter of
          Credit  Issuer  will  issue  or  cause  to  be  issued  by  any Person
          acceptable  to  Administrative  Agent  standby  letters  of credit and
          commercial (documentary) letters of credit for the account of Borrower
          from  time  to  time  from  the  Effective  Date to the date notice of
          termination of the Aggregate Revolving Loan Commitment is effective or
          termination of the Letter of Credit Facility is effective, but only if
          the  Letter  of  Credit Exposure will not as a result of such issuance
          exceed  the lesser of (i) Five Million Dollars ($5,000,000) or (ii) an
          amount equal to the difference between (a) the lesser of the Aggregate
          Revolving  Loan  Commitment and the Borrowing Base, and (b) the sum of
          (I)  the  Aggregate Revolving Loan, (II) the Swingline Loan, and (III)
          the  Floorplan  Shortfall.  If  the  Letter  of Credit Issuer does not
          itself  issue  Letters  of Credit, then it shall, subject to the terms
          and  conditions of this Agreement, arrange for the issuance of Letters
          of  Credit  and  for  all  purposes  of  this  Agreement  and the Loan
          Documents,  be  deemed to have issued the Letters of Credit, and shall
          be  entitled  to  all  fees  payable  to  the  Letter of Credit Issuer
          hereunder,  and  reimbursements  relating  thereto.

          3.4.2.  Immediately  upon  the  issuance  of  a  Letter  of  Credit in
          accordance  with  the  terms  and  conditions hereof, Letter of Credit
          Issuer  shall  be  deemed  to  have sold and transferred to each other
          Lender,  and  each such other Lender shall be deemed to have purchased
          and  received  from  Letter  of  Credit  Issuer,  a pro rata undivided
          interest and participation in such Letter of Credit, the reimbursement
          obligation  of  Borrower  with


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<PAGE>
          respect thereto, and any guaranty thereof or collateral therefor. Each
          Lender's  (including the Letter of Credit Issuer's) pro-rata undivided
          interest  shall  be  the  same  as its pro-rata share of the Aggregate
          Revolving  Loan  Commitment.

          3.4.3.  Subject to the terms and conditions below, the expiration date
          of  any Letter of Credit will not be later than the earlier of (i) the
          first  anniversary  of  the  date of issuance, and (ii) a Business Day
          that is not later than the date which is 25 days prior to the earliest
          to  occur  of  the date of termination of the Aggregate Revolving Loan
          Commitment or the date of termination of the Letter of Credit Facility
          (if  any  such  notice  of  termination  has  been  previously given);
          provided, however, that the expiration date for a Letter of Credit may
          be  later than such date if Letter of Credit Issuer and Administrative
          Agent (if Administrative Agent and the Letter of Credit Issuer are not
          the same Person) consent to such issuance and Borrower provides to the
          Administrative  Agent  at  the  time  of  issuance  cash  collateral
          satisfactory  to  Letter of Credit Issuer and Administrative Agent (if
          Administrative  Agent and the Letter of Credit Issuer are not the same
          Person)  as security for Borrower's obligation to reimburse the Letter
          of Credit Issuer, the Administrative Agent and the Lenders for 105% of
          all  draws  and  expenses  thereunder  ("Cash  Collateral").  The Cash
          Collateral  is  a  part  of  the  Collateral  and  Borrower  hereby
          unconditionally  grants a Security Interest to Administrative Agent in
          the  Cash  Collateral. Borrower also agrees that if a Letter of Credit
          has  been  issued  and  the  Aggregate  Revolving  Loan  Commitment is
          subsequently  terminated  or  the  Letter  of  Credit  Facility  is
          subsequently terminated so that the expiry of such Letter of Credit(s)
          is  beyond  the  effective  date  of  the termination of the Aggregate
          Revolving  Loan Commitment or beyond the effective date of termination
          of the Letter of Credit Facility, whichever is earliest, then Borrower
          shall,  on or before five Business Days prior to the effective date of
          such  termination,  whichever is earlier, provide Administrative Agent
          with  Cash  Collateral.  Administrative Agent and the Lenders shall be
          entitled  to  make  one  or  more  Revolving  Loans  to  provide  Cash
          Collateral if Borrower does not timely provide Cash Collateral and all
          such  Revolving  Loans shall be a part of the Loan Obligations secured
          by the Collateral. Administrative Agent shall hold Cash Collateral for
          the  benefit  of  the  Letter  of  Credit  Issuer,  the  Lenders  and
          Administrative  Agent  as  security  for the Letters of Credit and the
          other  Loan  Obligations  in  an account in its respective name at the
          Letter  of  Credit  Issuer  or  such  other  financial  institution as
          Administrative  Agent  may  select  in  its  reasonable  discretion.

     3.5.  TERMINATION.  At  any  time  an  Event of Default has occurred and is
     continuing, Administrative Agent or the Required Lenders may terminate some
     or  all  of  the  Commitments, accelerate the Loan Obligations or take such
     other  actions  as  they  may  have hereunder (including Section 16.3), the
     other  Loan  Documents  or  at  law  or at equity. In addition to any other
     rights  and remedies that the Lenders and the Administrative Agent may have
     in  this  Agreement, including, without limitation, if there is an Existing
     Default  and  all  rights  and  remedies  set  forth in Section 16.3 and in
     Section  3.2.7,  the  Administrative  Agent may, or the Required Lenders by
     direction  to  the  Administrative  Agent  may, at any time, whether or not
     there is an Existing Default, elect to terminate all of the Commitments and
     demand  that  the  Borrower  repay  in  full  and  in  cash all of the Loan
     Obligations within 90 days of Borrower's receipt of such demand except that
     Floorplan  Loan  Advances  and  Interim  Floorplan  Loan Advances made with
     respect to any Approval issued during such 90-day period shall be repaid in
     accordance with the applicable Statement of Transaction. Any such notice by
     the  Required Lenders shall be given in writing to Administrative Agent who
     shall  then  promptly  send  such  notice  to  Borrower,  or  if  given  by
     Administrative  Agent,  Administrative  Agent  shall  promptly  notify  the
     Lenders after notifying Borrower. Borrower may at any time terminate all of
     the  Commitments  by  giving  written  notice


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<PAGE>
     to  Administrative  Agent  (which  shall  then promptly send a copy of such
     notice  to  each Lender) if and only if Borrower repays in full and in cash
     all  of  the  Loan  Obligations  within  60  days of Administrative Agent's
     receipt  of  such  notice, including cash collateral for all Floorplan Loan
     Advances  and Interim Floorplan Loan Advances that may be made with respect
     to  any  Approval  issued  during  such 60 day period, and such termination
     shall  be  effective  on  or  before  the  end  of  such  60  day  period.
     Notwithstanding a termination, Administrative Agent and Lenders will retain
     all of their rights, interests and remedies hereunder and in all Collateral
     until Borrower has indefeasibly paid all of the Loan Obligations in full in
     cash,  all Letters of Credit have expired and the Letter of Credit Exposure
     is  irreversibly zero, and the Administrative Agent and the Lenders have no
     other commitment to extend credit or make advances to or for the account of
     Borrower.

     3.6. TOTAL AGGREGATE FACILITY LIMIT. Notwithstanding the Commitments herein
     or  anything  else  contained  in  this  Agreement or any of the other Loan
     Documents  to  the contrary, Borrower, Administrative Agent and each Lender
     acknowledge  and  agree that at no time shall the Aggregate Revolving Loan,
     the  Swingline  Loan,  the  Aggregate Floorplan Loan, the Interim Floorplan
     Loan,  the Letter of Credit Exposure and all unfunded Approvals, exceed One
     Hundred  Sixty  Five  Million  Dollars ($165,000,000) in the aggregate (the
     "Total  Aggregate  Facility  Limit").

4.  INTEREST;  YIELD  PROTECTION.

     4.1. INTEREST ON THE SWINGLINE LOAN. At all times, the Swingline Loan shall
     bear  interest at the same rate of interest as the Aggregate Revolving Loan
     is  then  bearing  interest.

     4.2.  INTEREST  ON  DRAWS  ON LETTERS OF CREDIT. The unreimbursed amount of
     each  draw  on a Letter of Credit shall bear interest at the rate per annum
     equal  to  the  Adjusted  LIBOR  Rate.

     4.3.  INTEREST  ON  THE  FLOORPLAN  LOAN  AND  INTERIM  FLOORPLAN  LOAN
     --ADMINISTRATIVE  AGENT  AND  GECDF  AS  A  LENDER  ONLY.

          4.3.1.  Notwithstanding  the  terms of this Agreement, the term "Prime
          Rate" with respect to any Statement of Transaction, to the extent such
          term  is  defined in any such Statement of Transaction, shall have the
          meaning  set  forth  in  any  such Statement of Transaction. If "Prime
          Rate"  is not defined in any Statement of Transaction, the term "Prime
          Rate"  in such Statement of Transaction shall have the meaning defined
          in  this  Agreement.  After  Maturity  or  after  an Event of Default,
          Indebtedness  under  each Statement of Transaction shall bear interest
          at  the  default or post-maturity rate described therein. In the event
          no  default  or  post-maturity  rate  is specified in any Statement of
          Transaction,  then  after  Maturity  or after an Event of Default, the
          Indebtedness  under  such Statement of Transaction shall bear interest
          at  the  rate  which  would  otherwise  apply  under such Statement of
          Transaction  plus  2.0%.

          4.3.2.  Borrower,  Administrative  Agent  and  each Lender agrees that
          certain  financial  terms  of  any  Floorplan  Loan Advance or Interim
          Floorplan  Loan  Advance  made under this Agreement, whether regarding
          finance  charges,  other  fees,  maturities,  curtailments  or  other
          financial  terms,  are not set forth herein because such terms depend,
          in  part,  upon the availability of Vendor discounts, payment terms or
          other  incentives,  prevailing  economic  conditions,  Administrative
          Agent's  and/or  GECDF's  floorplanning  volume with Borrower and with
          Borrower's  Vendors,  and  other  economic factors which may vary over
          time.  Borrower,  Administrative  Agent  and each Lender further agree
          that  it  is  therefore  in their mutual best interest to set forth in
          this  Agreement  only the general terms of the Floorplan Loan Facility
          and  the  Interim  Floorplan Loan Facility. Upon agreeing to finance a
          particular  item  of Inventory for Borrower, Administrative Agent will
          send


13
<PAGE>
          Borrower a statement of transaction identifying such Inventory and the
          applicable  financial terms (each being a "Statement of Transaction").
          Administrative  Agent  may,  without the consent of the Lenders or the
          Required  Lenders,  change  any  aspect or portion of any Statement of
          Transaction.  Unless Borrower notifies Administrative Agent in writing
          of  any  objection  within  thirty  (30)  days  after  a  Statement of
          Transaction  is  mailed  to  Borrower:  (a)  the  amount shown on such
          Statement  of Transaction will be an account stated; (b) Borrower will
          have  agreed  to  all  rates,  charges  and  other terms shown on such
          Statement  of  Transaction;  (c)  Borrower  will  have  agreed  that
          Administrative Agent is financing the items of Inventory referenced in
          such  Statement  of  Transaction  at  Borrower's request; and (d) such
          Statement  of  Transaction  will  be incorporated herein by reference,
          will be made a part hereof as if originally set forth herein, and will
          constitute an addendum hereto. If Borrower objects to the terms of any
          Statement  of Transaction, Borrower agrees to pay Administrative Agent
          for  such  Inventory  in  accordance  with  the  most recent terms for
          similar Inventory to which Borrower has not objected (or, if there are
          no  prior  terms,  at  the  lesser  of 16% per annum or at the maximum
          lawful  contract  rate  of  interest  permitted under applicable law).

          4.3.3.  Borrower  will  pay the interest, fees, and finance charges to
          Administrative  Agent  (on  the  Interim  Floorplan  Loan) for its own
          account  and  to  GECDF  (on the Aggregate Floorplan Loan) for its own
          account  on  the outstanding principal amount of the Interim Floorplan
          Loans  and the Aggregate Floorplan Loans, respectively, at the rate(s)
          and in the amount(s) shown on the applicable Statement of Transaction,
          unless Borrower objects thereto as provided in Section 4.3.2. All such
          amounts  (whether  interest,  fees  or  late  charges,  but  excluding
          principal)  due  and  owing  as  set  forth  in  each  Statements  of
          Transaction  shall  be  retained  by  Administrative Agent for its own
          account  (on  the  Interim  Floorplan  Loans) and by GECDF for its own
          account  (on the Aggregate Floorplan Loans). Interest on the Aggregate
          Floorplan  Loans  will  be paid by Administrative Agent to the Lenders
          (other  than  GECDF)  from  the proceeds Administrative Agent receives
          from  the Borrower and the Vendors, as provided in, and subject to the
          terms of, Section 4.5. All discounts and subsidies from a Vendor shall
          be  for  the sole account of Administrative Agent and GECDF. Principal
          received  by  the  Administrative  Agent  from  the  Borrower  on  the
          Aggregate  Floorplan Loans will be paid to the Lenders as set forth in
          Section  17.10.  The finance charges attributable to the rate shown on
          each Statement of Transaction will: (a) be computed based on a 360 day
          year;  (b)  be  calculated by multiplying the Daily Charge (as defined
          below)  by the actual number of days in the applicable billing period;
          and  (c)  accrue from the invoice date of the Collateral identified on
          such Statement of Transaction until Administrative Agent receives full
          payment  as  provided  in  this  Agreement  for  each  item  of  such
          Collateral.  The  "Daily  Charge" is the product of the Daily Rate (as
          defined  below)  multiplied  by  the Average Daily Balance (as defined
          below).  The  "Daily Rate" is the quotient of the annual rate shown on
          each  Statement  of  Transaction  divided  by 360, or the monthly rate
          shown  on  each  Statement  of Transaction divided by 30. The "Average
          Daily  Balance"  is  the  quotient  of  (i) the sum of the outstanding
          principal  under  the  Aggregate  Floor Plan Facility plus the Interim
          Floorplan  Loan Facility on each day of a billing period for each item
          of  Collateral  identified  on  a Statement of Transaction, divided by
          (ii) the actual number of days in such billing period. With respect to
          the  Interim  Floorplan  Loans  and  the  Floorplan  Loans, the annual
          percentage  rate  of  the  finance  charges  relating  to  any item of
          Collateral  financed  thereby will be calculated from the invoice date
          of  such Collateral, regardless of any period during which any finance
          charge  subsidy  shall  be  paid  or  payable  by  any  third  party.


14
<PAGE>
          4.3.4.  Administrative  Agent  will  send  Borrower  a monthly billing
          statement  identifying  all charges, including any late fees assessed,
          due  to  Administrative  Agent  on  the Interim Floorplan Loans and to
          GECDF,  as  a  Lender,  on  the  Floorplan  Loan Facility. The charges
          specified  on  each  billing statement will be due and payable in full
          immediately  on  receipt.

     4.4.  INTEREST  ON  AGGREGATE LOANS--OTHER THAN FLOORPLAN LOANS. Each LIBOR
     Advance  when  made  will become a LIBOR Loan, which shall bear interest at
     the  Adjusted  LIBOR  Rate.  Each Base Rate Advance when made will become a
     Base  Rate  Loan,  which  shall  bear  interest  at  the  Base  Rate.

     4.5.  INTEREST  ON FLOORPLAN LOANS; ADMINISTRATIVE AGENT DEFICIENCY AMOUNT.
     Administrative Agent, Borrower and each Lender acknowledges and agrees that
     the  rate of return paid on any Floorplan Loan or Interim Floorplan Loan is
     dependent on numerous factors, including discounts and subsidies offered by
     the  Vendors.  Accordingly,  Administrative Agent, Borrower and each Lender
     agrees  that due to the difficulty in determining the actual rate of return
     on  any particular Floorplan Loan or Interim Floorplan Loan or with respect
     to  any particular invoice underlying any such Loan the Lenders (other than
     GECDF)  will  be  paid  the interest rate specified in this Agreement. With
     respect  to each Lender (other than GECDF), interest on each Floorplan Loan
     Advance  for  such  Lender  shall  be paid to such Lender by Administrative
     Agent  based  on the interest rates set forth in Sections 4.6, 4.7, and 4.8
     and as provided in Section 6.1.1 from the date of funding by such Lender to
     Administrative  Agent  of its pro rata share of such Floorplan Loan Advance
     to  the date of repayment; provided, however if a Floorplan Payment Default
     occurs,  then  until  such  Floorplan Payment Default has been cured to the
     satisfaction  of  the Required Lenders or waived in writing by the Required
     Lenders,  to  the  extent  there  exists an Administrative Agent Deficiency
     Amount (defined below) which is greater than zero, Administrative Agent may
     suspend  the  making of payments of principal and interest on the Floorplan
     Loans  to  each  Lender  (other  than  GECDF)  or reduce the amount of such
     payments  on  the  Floorplan  Loans  to each Lender (other than GECDF) on a
     pro-rata  basis  (based  on  the  principal  amount  of  Floorplan  Loans
     outstanding)  and  setoff  such  amounts  against  the Administrative Agent
     Deficiency  Amount  until  the  Administrative  Agent  Deficiency Amount is
     reduced  to  zero, or to the extent necessary to prevent the Administrative
     Agent  Deficiency  Amount  from  becoming  greater  than  zero.  The
     "Administrative  Agent  Deficiency  Amount"  at any time is a Dollar amount
     equal  to  (i)  the  cumulative  amount  of  interest  distributed  by
     Administrative  Agent to the Lenders (other than GECDF) solely with respect
     to  each  specific  Statement  of Transaction for which a Floorplan Payment
     Default  exists  as outlined above in this Section 4.5 under the portion of
     the Aggregate Floorplan Loan attributable to Lenders (other than GECDF) for
     the  period  commencing  with  the  date interest begins accruing under the
     Statement  of  Transaction  (excluding  any  interest  distributed which is
     attributable  to  the period of time during any free floor plan period) and
     to  the  extent such interest has not been paid by Borrower under each such
     specific  Statement  of  Transaction  relating  to  such  Floorplan Payment
     Default  through  the  date  of  calculation (provided, however, that in no
     event shall any interest paid to the Lenders (other than GECDF) relating to
     any  specific  Statement  of  Transaction  during  any  period for which no
     Floorplan  Payment Default exists or existed be included in the calculation
     under  this  clause  (i)),  minus  (ii)  the  cumulative amount of interest
     collected from Borrower by Administrative Agent solely with respect to each
     specific  Statement  of  Transaction  for which a Floorplan Payment Default
     exists  as  outlined  above  in  this  Section 4.5 under the portion of the
     Aggregate Floorplan Loan attributable to Lenders (other than GECDF) for the
     period  commencing  with  the  date  interest  begins  accruing  under  the
     Statement  of  Transaction  (excluding  any  interest  distributed which is
     attributable  to the period of time during any free floor plan period). For
     purposes  of  determining  the  interest payable by Administrative Agent to
     each


15
<PAGE>
     Lender (other than GECDF) on each such Lender's respective Floorplan Loans,
     each  Floorplan  Loan Advance or any part of a Floorplan Loan Advance owing
     to  a  Lender  (other  than  GECDF) shall be considered a LIBOR Advance for
     interest  rate  calculation  purposes  under this Section, unless the LIBOR
     Rate  is  not  available  as provided in this Agreement, then it shall be a
     Base  Rate  Advance  for  interest  rate  calculation  purposes.

     4.6.  BASE  RATE. Except as set forth in Section 4.3.1, the "Base Rate" for
     any  Base Rate Advance is the Prime Rate (which will fluctuate as described
     in  Section  4.11) plus the applicable Prime Increment determined from time
     to  time  as  provided  in  Section  4.8

     4.7.  ADJUSTED  LIBOR RATE. The "Adjusted LIBOR Rate" for any LIBOR Loan is
     the  LIBOR Rate plus the applicable LIBOR Increment determined from time to
     time  as  provided in Section 4.8. The LIBOR Rate for each LIBOR Loan shall
     be  determined  by  Administrative Agent. For each LIBOR Loan, the Adjusted
     LIBOR  Rate  shall fluctuate as provided for herein. The "LIBOR Rate" shall
     be  the  interest  rate  per  annum  equal  to the quotient (rounded to the
     nearest  0.001%)  of

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

          divided  by,

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


16
<PAGE>
     4.8.  PRIME INCREMENTS AND LIBOR INCREMENTS. The applicable Prime Increment
     and  applicable  LIBOR  Increment shall be determined on the Effective Date
     based  on  the  financial  statements for the fiscal quarter ended April 5,
     2004,  and  quarterly thereafter in accordance with the following table and
     based  upon  the  ratio  of  the  Dollar  amount of Borrower's Total Funded
     Indebtedness  to  Borrower's  EBITDA  as  reflected in Borrower's Financial
     Statements  for  its  fiscal  quarter  most  recently  ended:

<TABLE>
<CAPTION>
-------------------------------  -----------  ------------  --------------  --------------
TOTAL FUNDED INDEBTEDNESS
TO EBITDA                         REVOLVING    FLOORPLAN      BASE RATE       BASE RATE
                                  LOANS AND   LOANS LIBOR   INCREMENT FOR   INCREMENT FOR
                                  SWINGLINE    INCREMENT      REVOLVING       FLOORPLAN
                                 OANS LIBOR    LOANS AND        LOANS
                                  INCREMENT    SWINGLINE
                                    LOANS
-------------------------------  -----------  ------------  --------------  --------------
<S>                              <C>          <C>           <C>             <C>
less than or equal to                  2.75%         3.00%           0.25%           0.00%
2.75:1.00 but greater than
2.50:1.00
-------------------------------  -----------  ------------  --------------  --------------
less than or equal to                  2.50%         3.00%           0.00%           0.00%
2.50:1.00 but greater than
2.00:1.00
-------------------------------  -----------  ------------  --------------  --------------
(A) less than or equal                 2.25%         3.00%          -0.25%           0.00%
2.00:1.00 but greater than or
equal to 1.00:1.00 OR (B)
less than 1.00:1.00 and
Borrower's quarterly volume
for the preceding quarter for
the Floorplan Loan Facility is
less than $30,000,000
-------------------------------  -----------  ------------  --------------  --------------
(i) less than 1.00:1.00 AND            2.00%         3.00%           -.50%           0.00%
(ii) Borrower's quarterly
volume for the preceding
quarter for the Floorplan
Loan Facility is greater than
or equal to $30,000,000
-------------------------------  -----------  ------------  --------------  --------------
</TABLE>

     For  all  the Revolving Loans, the Prime Increments and LIBOR Increments in
     the  table  above  are  used  for  determining  that  interest rate paid by
     Borrower  to Administrative Agent to be distributed to the Lenders. For the
     Floorplan  Loan  and Interim Floorplan Loan, the Prime Increments and LIBOR
     Increments  in  the table above are used only for determining that interest
     rate  paid  by  Administrative  Agent  to  the  Lenders  (other than GECDF)
     pursuant  to  Section  4.5, provided, however, the rate paid to the Lenders
     (other than GECDF) on the Floorplan Loans shall be the Adjusted LIBOR Rate,
     unless  the  LIBOR Rate is not available as provided in this Agreement. The
     interest  rate paid by Borrower on the Floorplan Loan and Interim Floorplan
     Loan  is  the  interest rate described in each Statement of Transaction, as
     provided  in  Section  4.3.  Any  change  in  the Prime Increment and LIBOR
     Increment  in  the  table  above  shall  become applicable as determined by
     Administrative  Agent  within  three  Business  Days following the day when
     Borrower  delivers  to  Administrative  Agent  its  quarterly  Financial
     Statements  for  the  fiscal  quarter  most  recently  ended as required in
     Section  13.13.2.  If  Borrower  does  not  deliver its quarterly Financial
     Statements  to  Administrative  Agent  within  the  period  required  by


17
<PAGE>
     Section  13.13.2,  then  (unless  the Required Lenders declare a Default or
     Event  of  Default) the highest non-default Adjusted LIBOR Rate and highest
     non-default  Base Rate shall be in effect until Borrower shall deliver such
     Financial Statements. In such case, in addition to Borrower's obligation to
     pay  the  highest  non-default  Adjusted LIBOR Rate and highest non-default
     Base  Rate  on  the  Aggregate Revolving Loan, and the Swingline Loan, with
     respect  to  the  Aggregate Floorplan Loan and the Interim Floorplan Loans,
     Borrower  will pay to Administrative Agent an amount equal to the excess of
     such  highest  non-default  Adjusted LIBOR Rate or highest non-default Base
     Rate  over  the adjusted LIBOR Rate or Base Rate which would have otherwise
     applied  in  addition to the interest Borrower is required to pay under the
     applicable  Statement  of  Transaction.

     4.9.  CONVERSION  OR  CONTINUATION  OF  LOANS. Borrower may not at any time
     convert some or all of a Base Rate Loan to a LIBOR Loan, or a LIBOR Loan to
     a  Base  Rate  Loan,  except in situations described in this Section and in
     Sections  4.15,  4.16  and  4.17  in  which  cases such conversion shall be
     mandatory.  At  Borrower's  option,  subject  to Section 4.8, all Revolving
     Loans  and  all Swingline Loans for a calendar quarter shall be either Base
     Rate  Loans  or  LIBOR  Loans  based on a written election from Borrower to
     Administrative  Agent.  If  Borrower does not deliver a written election to
     Administrative  Agent then, subject to Section 4.8, all Revolving Loans and
     all  Swingline  Loans shall be deemed to be LIBOR Loans, with such election
     being  effective  on the first day of the calendar month following delivery
     of  such  notice  from  Borrower  to Administrative Agent if such notice is
     given  to  Administrative  Agent  at  least five Business Days prior to the
     first  day  of such calendar month, otherwise such change shall take effect
     on  the first day of the next subsequent calendar month. Effective only one
     time  in each calendar quarter, with respect to all Revolving Loans and all
     Swingline  Loans,  Borrower may change from Base Rate to the Adjusted LIBOR
     Rate  or  Adjusted  LIBOR  Rate to Base Rate, as the case may be, with such
     election  being  effective on the first day of the calendar month following
     delivery  of  such  notice  from  Borrower  to Administrative Agent if such
     notice  is  given to Administrative Agent at least five Business Days prior
     to  the  first day of such calendar month, otherwise such change shall take
     effect  on  the  first  day  of  the  next  subsequent  calendar month. All
     Swingline  Loans  shall  always  bear  interest  at  the  same  rate as all
     Revolving  Loans.

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

     4.11.  COMPUTATION.  Interest shall be computed for the actual days elapsed
     over  a year deemed to consist of 360 days for all LIBOR Loans and all Base
     Rate  Loans.  The  Base  Rate  and  the  LIBOR  Rate  will be determined by
     Administrative  Agent  before the initial Advance on the Effective Date and
     with  respect  to Base Rate Loans, on each Business Day thereafter when the
     Base  Rate  changes,  and  with  respect  to  LIBOR  Rate Loans, each week.
     Interest  rates  that  are  based on the LIBOR Rate and the Base Rate shall
     change  simultaneously  with  any  change  as  determined  in the preceding
     sentence  in  the LIBOR Rate or Base Rate, as the case may be, and shall be
     effective  for  the  entire  day  on  which  such change becomes effective.

     4.12.  RATE  AFTER  MATURITY AND RATE AFTER AN EVENT OF DEFAULT. Subject to
     Section  4.3.1,  Borrower  shall  pay interest on the Aggregate Loans after
     their  Maturity, and if the Required Lenders so determine in their absolute
     discretion, on the Aggregate Loans and on the other Loan Obligations, after
     the occurrence of an Event of Default, at a rate per annum of 2.0% plus the
     highest  non-default  rate  specified  in  Section  4.8  on  each Loan (the
     "Default  Rate");  provided,  however,  Administrative  Agent shall have no
     obligation  to pay a Default Rate to any Lender unless such Default Rate is
     paid  by  Borrower  to  Administrative  Agent.


18
<PAGE>
     4.13.  TAXES.

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

          4.13.2. In addition, the Borrower agrees to pay any and all present or
          future  stamp  or  documentary  taxes and any other excise or property
          taxes  or  charges or similar levies which arise from any payment made
          under  this Agreement or any other Loan Document or from the execution
          or  delivery  of,  or otherwise with respect to, this Agreement or any
          other Loan Document (hereinafter referred to as "Impositions"), except
          income  and franchise Taxes imposed by any jurisdiction referred to in
          Section  4.13.1.

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

          4.13.4. Each Lender organized under the laws of a jurisdiction outside
          the  United  States,  on  or  prior  to  the date of its execution and
          delivery  of  this  Agreement in the case of each Lender listed on the
          signature pages hereof and on or prior to the date on which it becomes
          a  Lender  in  the  case  of  each other Lender, and from time to time
          thereafter  if  requested  in  writing  by  the  Borrower  or  the
          Administrative Agent (but only so long as such Lender remains lawfully
          able  to  do  so),  shall  provide the Borrower and the Administrative
          Agent with (i) IRS Form 1001 or 4224, as appropriate, or any successor
          form prescribed by the IRS, certifying that such Lender is entitled to
          benefits  under  an  income tax treaty to which the United States is a
          party  which  reduces  the  rate  of  withholding  Tax  on payments of
          interest  or  certifying  that  the income receivable pursuant to this
          Agreement  is  effectively  connected  with  the conduct of a trade or
          business  in  the  United  States,  (ii)  IRS  Form  W-8  or  W-9,  as
          appropriate,  or  any  successor form prescribed by the IRS, and (iii)
          any  other  form or certificate required by any Governmental Authority
          (including  any  certificate  required  by  Sections  871(h)  and


19
<PAGE>
          881(c)  of  the  Code),  certifying that such Lender is entitled to an
          exemption  from  or a reduced rate of Tax on payments pursuant to this
          Agreement  or  any  of  the  other  Loan  Documents.

          4.13.5.  For  any  period with respect to which a Lender has failed to
          provide the Borrower and the Administrative Agent with the appropriate
          form  pursuant  to  Section  4.13.4  (unless  such failure is due to a
          change  in treaty, law, or regulation occurring subsequent to the date
          on  which  a form originally was required to be provided), such Lender
          shall  not be entitled to indemnification under this Section 4.13 with
          respect  to  Taxes  imposed  by or within the United States; provided,
                                                                       ---------
          however,  that  should  a  Lender,  which  is otherwise exempt from or
          -------
          subject  to a reduced rate of withholding Tax, become subject to Taxes
          because  of  its  failure  to  deliver  a form required hereunder, the
          Borrower shall take such steps as such Lender shall reasonably request
          to  assist  such  Lender  to  recover  such  Taxes.

          4.13.6.  If  the  Borrower is required to pay additional amounts to or
          for the account of any Lender or Administrative Agent pursuant to this
          Section,  then  such  Lender or the Administrative Agent will agree to
          use  reasonable  efforts  to change the jurisdiction of its Applicable
          Lending  Office  so  as  to  eliminate  or  reduce any such additional
          payment which may thereafter accrue if such change, in the judgment of
          such  Lender  or  the Administrative Agent, as the case may be, is not
          otherwise  disadvantageous to such Lender or the Administrative Agent,
          as the case may be. Each Lender agrees, with respect to the provisions
          of  this  Section  4.13,  to  treat Borrower in a manner substantially
          similar  to  that  of  its  other  similarly  situated  customers.

          4.13.7. Within thirty (30) days after the date of any payment of Taxes
          described  in  this  Section  4.13,  the Borrower shall furnish to the
          Administrative  Agent  the  original  or a certified copy of a receipt
          evidencing  such  payment.

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

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

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

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

               4.14.1.2.  shall impose, modify, or deem applicable  any reserve,
          special  deposit,  assessment,  or similar requirement (other than the
          reserve  requirement  utilized  in


20
<PAGE>
          the  determination  of  the  LIBOR Rate) relating to any extensions of
          credit  or  other assets of, or any deposits with or other liabilities
          or  commitments  of,  such  Lender (or its Applicable Lending Office),
          including  the  Commitment  of  such  Lender  hereunder;  or

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

          and the result of any of the foregoing is to increase the cost to such
          Lender  (or its Applicable Lending Office) of making, converting into,
          continuing,  or  maintaining any Loan or to reduce any sum received or
          receivable  by  such  Lender  (or its Applicable Lending Office) under
          this  Agreement  or  its  Notes  with  respect  to  any Loan, then the
          Borrower  shall pay to such Lender on demand such amount or amounts as
          will  reasonably  compensate  such  Lender  for such increased cost or
          reduction.  If  any Lender requests compensation by the Borrower under
          this  Section  the Borrower may, by notice to such Lender (with a copy
          to the Administrative Agent), suspend the obligation of such Lender to
          make  or  continue  Loans  of  the  type  with  respect  to which such
          compensation  is requested, or to convert Loans of any other type into
          Loans  of  such type, until the event or condition giving rise to such
          request  ceases  to  be  in  effect  (in  which case the provisions of
          Section 4.15 shall be applicable); provided that such suspension shall
                                             --------
          not  affect  the  right  of such Lender to receive the compensation so
          requested.

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

          4.14.3.  Each  Lender  shall  promptly  notify  the  Borrower  and the
          Administrative Agent of any event of which it has knowledge, occurring
          after  the date hereof, which will entitle such Lender to compensation
          pursuant  to  this  Section  and will designate a different Applicable
          Lending  Office if such designation will avoid the need for, or reduce
          the amount of, such compensation and will not, in the judgment of such
          Lender,  be  otherwise  disadvantageous  to  it.  Any  Lender claiming
          compensation  under this Section shall furnish to the Borrower and the
          Administrative  Agent  a statement setting forth the additional amount
          or amounts to be paid to it hereunder which shall be conclusive in the
          absence of manifest error. In determining such amount, such Lender may
          use  any  reasonable  averaging  and  attribution methods. Each Lender
          agrees,  with  respect  to  the  provisions  of this Section, to treat
          Borrower  in  a  manner  substantially  similar  to  that of its other
          similarly  situated  customers.

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


21
<PAGE>
          4.15.1.  the Administrative Agent reasonably determines that by reason
          of  circumstances  affecting  the  relevant  market,  adequate  and
          reasonable  means  do  not  exist  for ascertaining the LIBOR Rate; or

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

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

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

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

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

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

If  such  Lender gives notice to the Borrower (with a copy to the Administrative
Agent)  that  the  circumstances  specified in Sections 4.15 or 4.16 hereof that
gave  rise  to  the  conversion of such Lender's Affected Loans pursuant to this
Section  no  longer  exist  (which  such  Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the type of the Affected
Loans made by other Lenders are outstanding, such Lender's Base Rate Loans shall
be automatically converted, so that, after giving effect thereto, all Loans held
by  the  Lenders  holding  Loans  of  the type of the Affected Loans and by such
Lender  are  held  pro  rata  in  accordance  with their respective Commitments.

     4.18. USURY. Notwithstanding any provisions to the contrary in Section 4 or
     elsewhere  in any of the Loan Documents, Borrower shall not be obligated to
     pay interest at a rate which exceeds the maximum rate permitted by Law. If,
     but  for  this  Section  4.18,  Borrower  would  be deemed obligated to pay
     interest  at  a rate which exceeds the maximum rate permitted by Law, or if
     any  of  the  Loan  Obligations  is  paid  or  becomes  payable  before its
     originally scheduled Maturity and as a result Borrower has paid or would be
     obligated  to  pay  interest  at  such an excessive rate, then (i) Borrower
     shall  not  be  obligated  to  pay  interest  to  the extent it exceeds the
     interest  that  would be payable at the maximum rate permitted by Law; (ii)
     if  the  outstanding  Loan  Obligations  have


22
<PAGE>
     not  been  accelerated  as  provided  in  Section  16.3.2,  any such excess
     interest  that  has  been  paid by Borrower shall be refunded; (iii) if the
     outstanding  Loan  Obligations have been accelerated as provided in Section
     16.3.2,  any such excess that has been paid by Borrower shall be applied to
     the  Loan  Obligations  as provided in Section 16.4; and (iv) the effective
     rate  of interest shall be deemed automatically reduced to the maximum rate
     permitted  by  Law.

5.   FEES.

     5.1.  CLOSING  FEE.  On  the  Effective  Date,  Borrower  shall  pay  to
     Administrative  Agent  for  the  account  of  Lenders  a closing fee of Two
     Hundred Thousand Dollars ($200,000) to be shared pro-rata among the Lenders
     based  upon each Lenders' Revolving Loan Commitment. The Closing Fee is not
     refundable  under  any  circumstance, including, without limitation, if the
     conditions  to  funding  are  never met to the satisfaction of the Required
     Lenders.

     5.2. UNUSED FEE. Borrower shall pay to Administrative Agent for the account
     of  Lenders,  based  on  each  Lender's  pro-rata  share, a non-refundable,
     recurring Unused Fee calculated by applying twenty (20) basis points to the
     Unused Revolving Loan Commitment as of the last day of each fiscal month of
     Borrower.  The  "Unused  Revolving  Loan  Commitment" for each fiscal month
     shall  be  the  difference between (i) the lesser of the Borrowing Base and
     the  Aggregate  Revolving Loan Commitment as of the last day of such fiscal
     month  and (ii) the sum of the (A) the Aggregate Revolving Loan and (B) the
     Swingline  Loan  as of the last day of such fiscal month and (C) the Letter
     of  Credit  Exposure. The Unused Fee shall be payable monthly in arrears on
     or before the 25th day of each month for the prior fiscal month, and on the
     Revolving  Loan  Maturity  Date.

     5.3.  LETTER OF CREDIT FEES. Borrower shall pay to Administrative Agent for
     the account of each Lender with a Revolving Loan Commitment (pro rata based
     on  each  Lender's  Revolving  Loan Commitment), a non-refundable recurring
     Letter  of  Credit  Fee  for  each  Letter of Credit issued or caused to be
     issued  hereunder.  The Letter of Credit Fee for any Letter of Credit shall
     be an amount equal to the aggregate undrawn amount of such Letter of Credit
     multiplied  by  1.75% (per annum). The Letter of Credit Fee for each Letter
     of  Credit  shall  be  payable  in  advance on the date of issuance for the
     remaining  portion  of  the quarter when issued and quarterly thereafter in
     advance  on  the  first  day of each full calendar quarter thereafter while
     such  Letter  of  Credit  is  outstanding.

     5.4.  LETTER OF CREDIT FRONTING FEE. Borrower shall pay to Letter of Credit
     Issuer  a  non-refundable, one-time Fronting Fee equal to .125% of the face
     amount  of  each  Letter  of  Credit issued by Letter of Credit Issuer. The
     Fronting  Fee  due  for  any  Letter of Credit shall be payable in advance,
     commencing  on  the  issuance  date  of  such  Letter  of  Credit.

     5.5.  OTHER  LETTER  OF  CREDIT  FEES.  Borrower shall pay to the Letter of
     Credit Issuer, Letter of Credit Issuer's other customary fees for issuance,
     amendment, or renewal of a Letter of Credit and, as Letter of Credit Issuer
     and  Borrower  may  agree  with  respect to each Letter of Credit, for each
     negotiation  of  a  draft  drawn  under  such  Letter  of  Credit.

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

6.   PAYMENTS.

     6.1.  SCHEDULED  PAYMENTS  ON  LOANS;  APPLICATIONS  TO  LOANS.


23
<PAGE>
          6.1.1.  INTEREST.

               6.1.1.1.

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

               6.1.1.2.  Borrower  shall pay to Administrative Agent for its own
               account  and the account of GECDF, all interest, fees and charges
               accrued on the Aggregate Floorplan Loan and the Interim Floorplan
               Loan in accordance with the Statements of Transaction. Subject to
               the  terms  of  Sections  4.3  and  4.5  and  elsewhere  in  this
               Agreement,  interest on the Floorplan Loans to the Lenders, other
               than  GECDF, shall be distributed by Administrative Agent monthly
               in  arrears (with the right of set off in favor of Administrative
               Agent  and  GECDF  as  set forth in Section 4.5) beginning on the
               first  day  of  the  first  calendar  month  beginning  after the
               Effective  Date  and continuing on the first day of each calendar
               month  thereafter,  on  the  Floorplan  Loan  Maturity Date, and,
               subject  to  the  terms of this Agreement, monthly thereafter for
               Approvals in effect and not funded on the Floorplan Loan Maturity
               Date  (subject  to  the  Borrower's  obligation  to  provide cash
               collateral  for  such  Approvals).

          6.1.2.  PRINCIPAL.

               6.1.2.1.  Borrower  shall,  and  shall  cause  each other Covered
               Person  to, direct all Account Debtors to remit payments on their
               Accounts  to  one  or  another  lockboxes maintained at financial
               institutions  acceptable  to  Administrative  Agent, each under a
               lockbox  agreement  with  such financial institutions in form and
               substance satisfactory to Administrative Agent (collectively, the
               "Lockboxes")  with  all  payments  received in any such Lockboxes
               being  deposited  into  an  account at such financial institution
               (all  such  accounts  that  may  exist  from  time  to  time, are
               collectively  referred to as the "Blocked Accounts"). Each of the
               Blocked  Accounts  and  Lockboxes  shall  be  blocked in favor of
               Administrative  Agent  pursuant to one or more agreements in form
               and  substance  satisfactory  to  Administrative  Agent. Borrower
               hereby assigns and grants to Administrative Agent for the benefit
               of  Lenders,  a  first  priority Security Interest in any and all
               Blocked  Accounts  and  Lockboxes  as  security  for  payment and
               performance of the Loan Obligations. All payments received in the
               Lockboxes,  Blocked Accounts and other proceeds of Collateral and
               other funds Borrower receives directly (other than from Floorplan
               Loan  Advances,  Interim  Floorplan Loan Advances, Revolving Loan
               Advances,  and  Swingline Advances, and other than funds Borrower
               receives  directly to the extent such funds do not exceed $50,000
               per  calendar  year  in  the  aggregate)  shall  be  paid  to
               Administrative Agent, as payment on the Advances, as provided for
               herein, and deposited into Administrative Agent's account at such
               financial  institutions  as Administrative Agent shall direct and
               instruct  from  time  to time (any such account of Administrative
               Agent  being  the  "Cash  Collateral  Account").


24
<PAGE>
                    (i)  Subject to Section 6.1.2.1(ii) and the last sentence of
                    this  Section,  payments  shall  be  paid  or applied by the
                    Administrative  Agent  (in  each  case up to the outstanding
                    principal  amount  of  the  applicable  Loan)  (i) first, to
                    reduce  the  Swingline  Loan  to  zero,  (ii) second, to the
                    extent  of  any  excess,  to  the  Lender  also  acting  as
                    Administrative  Agent in its capacity as a Lender and not as
                    Administrative  Agent,  to  reduce  any LIBOR Loans and then
                    Base  Rate  Loans  included  in the Aggregate Revolving Loan
                    owing  to the Lender acting as Administrative Agent that are
                    not  also  Swingline  Loans,  and  (iii)  third, retained by
                    Administrative Agent in the Cash Collateral Account (without
                    any obligation to pay Borrower interest on such funds) or if
                    the Aggregate Revolving Loan is reduced to zero and there is
                    no  Existing  Default, returned to Borrower, or, if there is
                    an Existing Default, distributed by the Administrative Agent
                    to  the  other  Lenders after consultation by Administrative
                    Agent  with  the  other  Lenders  including  payment of cash
                    collateral  satisfactory to Administrative Agent as security
                    for  Borrower's obligation to reimburse the Letter of Credit
                    Issuer, the Administrative Agent and the Lenders for 105% of
                    all  draws  and  expenses  under  all outstanding Letters of
                    Credit  and  100% of any unfunded Approvals. Notwithstanding
                    the foregoing, payments, whether from a Borrower or a Vendor
                    on  the  Interim  Floorplan Loan and the Aggregate Floorplan
                    Loan  owing to Administrative Agent and the Lender acting as
                    Administrative  Agent  shall  be  applied  to  the  Interim
                    Floorplan Loan of the Administrative Agent and the Aggregate
                    Floorplan Loan of such Lender as it deems appropriate in its
                    sole  discretion.

                    (ii)  Prior  to  3:00 p.m. (Local Time) on the last Business
                    Day  of each calendar week or any other Business Day of each
                    calendar  week as may be selected by Administrative Agent (a
                    "Settlement  Date"),  based  on  funds collected pursuant to
                    Section  6.1.2.1  as  of  12:00  noon  (Local  Time)  on the
                    Business  Day  immediately  preceding  such  Settlement Date
                    (under  all  circumstances,  including  without  limitation,
                    during  the  existence  of an Event of Default), each Lender
                    shall,  to the extent it does not hold its pro-rata share of
                    the outstanding Aggregate Floorplan Loan (including, without
                    limitation,  any  amounts  for  which  an  Approval has been
                    issued,  whether  or  not  funding  has occurred), Aggregate
                    Revolving  Loan, but excluding any Swingline Loan or Interim
                    Floorplan  Loan,  purchase from or sell to one or more other
                    Lenders,  at  par,  which may occur by a funding through the
                    Administrative  Agent,  that  portion  of  its  Loans  as is
                    necessary  for  it  to thereafter hold its pro-rata share of
                    the  outstanding  Aggregate  Floorplan  Loan,  Aggregate
                    Revolving Loan. In order that the foregoing settlement among
                    the  Lenders  can  be  effected on each Settlement Date, the
                    Administrative  Agent  shall, on or before 12:30 p.m. (Local
                    Time)  on such Settlement Date, notify each Lender who shall
                    purchase  or  sell  a


25
<PAGE>
                    Loan,  or  fund through the Administrative Agent, of (i) the
                    principal  amount  of the Loan to be purchased or sold, (ii)
                    the  name  of the Lender(s) which will be purchasing from or
                    selling  to  such Lender a Loan, and (iii) if such Lender is
                    to  purchase  a  Loan,  the  name  of  and  wire  transfer
                    instructions  for the Lender(s) from which the Loan shall be
                    purchased.  On  or  before  3:00  p.m.  (Local Time) on such
                    Settlement  Date,  each  such  purchasing  Lender shall wire
                    transfer  immediately  available  funds  to  the  applicable
                    selling  Lender(s)  the  amount  necessary  to  effect  the
                    settlement.

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

               6.1.2.3.  MATURITY. Borrower shall repay the entire amount of the
               Aggregate  Revolving  Loan  on  June  25, 2007 and Borrower shall
               repay the entire amount of the Swingline Loan on demand, or if no
               demand  is made, on June 25, 2007, and plus at such time, payment
               of  cash  collateral  satisfactory  to  Administrative  Agent  as
               security  for  Borrower's  obligation  to reimburse the Letter of
               Credit  Issuer  for  105%  of  all  draws  and expenses under all
               outstanding  Letters  of  Credit. Borrower shall repay the entire
               amount  of the Aggregate Floorplan Loan and the Interim Floorplan
               Loan  on  the  date  as  provided  in  Section 3.2.7 or specified
               elsewhere  in this Agreement or if no demand is made as set forth
               in Section 3.2.7 or elsewhere in this Agreement, then on June 25,
               2007  (such date being, the "Floorplan Loan Maturity Date"), plus
               cash collateral equal to 100% of any unfunded Approvals, in which
               case  such  Approvals  shall be otherwise paid in accordance with
               the  applicable  Statements  of  Transaction.

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


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     the  Lenders  under  the  Floorplan Loan Facility and the Interim Floorplan
     Loan  Facility  as  set  forth  herein and in the Statement of Transaction.

     6.3.  PREPAYMENTS.

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

          6.3.2.  MANDATORY  PREPAYMENTS. If at any time the Aggregate Revolving
          Loan  exceeds  the  Maximum  Available Amount (which can be a negative
          number),  whether  as  a  result of optional Swingline Advance made by
          Administrative  Agent  as contemplated by Section 3.3.2, or otherwise,
          Borrower  shall  on  demand  make  a  payment  in  the  amount  of the
          difference  to  Administrative Agent for the account of Administrative
          Agent  on  the  Swingline  Loan and Lenders on the Aggregate Revolving
          Loan. Each such prepayment will be applied by Administrative Agent and
          Lenders  first  to  reduce  the  Swingline Loan until it is reduced to
          zero,  then to reduce the LIBOR Loans (which Borrower acknowledges may
          result  in  the  payment  of  fees and costs) that are included in the
          Aggregate  Revolving  Loan (and consequently a ratable portion of each
          Lender's  Revolving  Loan) and then to reduce the Base Rate Loans that
          are  included  in  the  Aggregate  Revolving  Loan (and consequently a
          ratable  portion of each Lender's Revolving Loan). In addition, on any
          date that the Interim Floorplan Loan plus the Aggregate Floorplan Loan
          exceeds  the  Aggregate  Floorplan  Loan  Facility,  then the Borrower
          shall,  on  such date, pay such excess to the Administrative Agent for
          the  pro-rata benefit of the Lenders and failure to pay such excess on
          such  date  shall  be  an  immediate  Event  of  Default.

          6.3.3.  OTHER  MANDATORY  PREPAYMENTS.

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


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               $1,000,000  in  the  aggregate  in  any  calendar  year,  in  the
               aggregate  for  all  Covered  Persons.

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

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

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

     6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER. Borrower hereby unconditionally
     agrees  to  pay immediately to the Letter of Credit Issuer on demand at the
     Letter of Credit Issuer's Applicable Lending Office all amounts required to
     pay  all  drafts  drawn  under  Letters of Credit issued for the account of
     Borrower and all reasonable expenses incurred by Letter of Credit Issuer in
     connection  with such Letters of Credit and in any event and without demand
     to  remit  to  Letter  of  Credit  Issuer  (which  may be through obtaining
     Advances  if  permitted  under  this Agreement) sufficient funds to pay all
     debts  and  liabilities  arising  under any Letter of Credit issued for the
     account  of  such  Borrower. Letter of Credit Issuer, if it is not also the
     Administrative  Agent,  shall  simultaneously  send to Administrative Agent
     copies  of all notices, demands and correspondence sent by Letter of Credit
     Issuer  to  Borrower  relating  to  Letters  of  Credit.

     6.5.  MANNER  OF  PAYMENTS  AND  TIMING  OF  APPLICATION  OF  PAYMENTS.

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


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          gross  negligence  of  Administrative  Agent or the Lenders). All such
          payments  will  be  distributed  by Administrative Agent to Lenders as
          provided  in  Section 17.10 for application to the Loan Obligations as
          provided  herein.

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

          6.5.3.  INTEREST  CALCULATION.  Interest  shall begin accruing, and be
          owing  and  payable on an Advance on the day such Advance is made by a
          Lender  to  the Administrative Agent (provided, however, that interest
          on the Aggregate Floorplan Loan and Interim Floorplan Loan shall begin
          accruing  on  the  date  of the applicable invoice, as provided in the
          applicable  Statement  of Transaction). Section 6.5.2 notwithstanding,
          for  purposes  of  interest  calculation only, (i) a payment by check,
          draft  or  other  instrument  received  at or before 12:00 noon (Local
          Time)  on  a  Business Day shall be deemed to have been applied to the
          relevant  Loan Obligation on the second following Business Day, (ii) a
          payment  by check, draft or other instrument received on a day that is
          not  a Business Day or after 12:00 noon (Local Time) on a Business Day
          shall  be  deemed to have been applied to the relevant Loan Obligation
          on the third following Business Day, (iii) a payment by ACH (Automatic
          Clearing  House)  received  at  or before 12:00 noon (Local Time) on a
          Business Day shall be deemed to have been applied to the relevant Loan
          Obligation  on  the next following Business Day, (iv) a payment by ACH
          received  on  a  day  that  is  not a Business Day or after 12:00 noon
          (Local Time) on a Business Day shall be deemed to have been applied to
          the relevant Loan Obligation on the second following Business Day, (v)
          a payment in cash or by wire transfer received at or before 12:00 noon
          (Local Time) on a Business Day shall be deemed to have been applied to
          the  relevant Loan Obligation on the Business Day when it is received,
          and  (vi) a payment in cash or by wire transfer received on a day that
          is  not  a Business Day or after 12:00 noon (Local Time) on a Business
          Day  shall  be  deemed  to  have  been  applied  to  the relevant Loan
          Obligation  on  the  next  Business  Day.

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

     6.7.  COMPELLED RETURN OF PAYMENTS OR PROCEEDS. If the Administrative Agent
     or  any  Lender is for any reason compelled to surrender any payment or any
     proceeds  of the Collateral because such payment or the application of such
     proceeds  is for any reason invalidated, declared fraudulent, set aside, or
     determined  to  be  void  or  voidable  as  a  preference, an impermissible
     set-off,  or  a  diversion of trust funds, then this Agreement and the Loan
     Obligations to which such payment or proceeds was applied or intended to be
     applied  shall  be  revived  as  if  such  application


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<PAGE>
     was never made; and Borrower shall be liable to pay to Administrative Agent
     or such Lender, and shall indemnify Administrative Agent and/or such Lender
     for and hold Administrative Agent and/or such Lender harmless from any loss
     with  respect  to, the amount of such payment or proceeds surrendered. This
     Section  shall  be  effective  notwithstanding  any  contrary  action  that
     Administrative  Agent  and/or  such  Lender  may  take in reliance upon its
     receipt  of any such payment or proceeds. Any such contrary action so taken
     by  Administrative  Agent  and/or such Lender shall be without prejudice to
     Administrative  Agent  and/or such Lender's rights under this Agreement and
     shall  be  deemed  to  have  been  conditioned upon the application of such
     payment or proceeds having become final and indefeasible. The provisions of
     this  Section  shall  survive  termination  of  the  Commitments  and  the
     indefeasible  payment  and  satisfaction  of  all  of the Loan Obligations.

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

7.   PROCEDURE  FOR  OBTAINING  ADVANCES.

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

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

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

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

               7.3.1.1.  Administrative  Agent may in its absolute discretion on
               any  Business  Day  give  notice  to Lenders of the amount of the
               Swingline Loan and/or Interim Floorplan Loan after application of
               all  payments to be applied thereto as provided elsewhere herein.
               Such  notice  shall be given no later than 1:00 p.m. (Local Time)
               and  may  include  a  demand  that  the Swingline Loan and/or the
               Interim  Floorplan  Loan  be  fully paid. If Administrative Agent
               demands that the Swingline Loan and/or the Interim Floorplan Loan
               be  fully


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<PAGE>
               paid,  then prior to 3:00 p.m. (Local Time) on such date, Lenders
               shall  remit  funds  to Administrative Agent sufficient to reduce
               the Swingline Loan and/or the Interim Floorplan Loan to zero. The
               aggregate  of  such  remittances  shall be treated as a Revolving
               Loan  Advance  and  the  Aggregate  Revolving  Loan  increased
               accordingly  (in  the case of payments on the Swingline Loan) and
               as  a  Floorplan  Loan  Advance  and the Aggregate Floorplan Loan
               increased  accordingly  (in  the  case of payments on the Interim
               Floorplan  Loan).

               7.3.1.2.  If  for  any  reason,  including  the commencement of a
               proceeding  in  bankruptcy  with  respect  to  any  Borrower,
               remittances  by  Lenders  as provided above cannot be made on the
               date  otherwise  required above, then each Lender shall be deemed
               automatically  to  have purchased from Administrative Agent as of
               such  date  an  undivided  interest  and  participation  in  the
               Swingline  Loan  and  the  Interim  Floorplan  Loan equal to such
               Lender's  pro-rata  share, so as to cause such Lender to share in
               the  Swingline  Loan and the Interim Floorplan Loan in accordance
               with  its  pro-rata  share.  Each Lender shall remit its pro-rata
               share  of  the  Swingline  Loan and the Interim Floorplan Loan to
               Administrative  Agent  promptly  on  demand. All interest payable
               with  respect  to  such  Lender's pro-rata share of the Swingline
               Loan  and  the Interim Floorplan Loan shall be for the account of
               Administrative  Agent  to  the  date such remittance is made, and
               shall  be for the account of and remitted by Administrative Agent
               to  such Lender (except in the case of the Floorplan Loan, at the
               rate  designated  in  Section  4.4  with respect to GECDF and the
               other  Lenders)  as  a participant from such date. Further, until
               such  remittance is made, such Lender shall pay to Administrative
               Agent, on demand, interest on such Lender's pro-rata share of the
               Swingline  Loan and the Floorplan Loan at the Federal Funds Rate,
               and such Lender shall be subject to the restrictions contained in
               Section  7.5.

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

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


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

     7.4.  FUNDINGS.

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

          7.4.2.  DRAWS  ON  LETTERS OF CREDIT. If a draw is made on a Letter of
          Credit and Borrower does not reimburse the amount of such draw in full
          to  Letter  of  Credit  Issuer immediately on demand, Letter of Credit
          Issuer  shall  promptly notify Administrative Agent (if Administrative
          Agent and the Letter of Credit Issuer are not the same Person) of such
          failure.  Upon  Administrative  Agent's  receipt  of  such notice from
          Letter  of  Credit Issuer, Administrative Agent may notify each Lender
          thereof  and shall have the right to cause a Revolving Loan Advance to
          be  made,  regardless whether such Revolving Loan Advance would result
          in the Aggregate Revolving Loan exceeding the Maximum Available Amount
          or  regardless  as to whether an Event of Default exists, by notifying
          each  Lender  of  the  draw,  the amount of the Revolving Loan Advance
          required  to  fund  reimbursement of such draw, and the amount of such
          Lender's  ratable  share  of  such Revolving Loan Advance. The Advance
          Date  and time for such Revolving Loan Advance shall not be later than
          3:00  p.m.  (Local  Time)  on  the  first  Business  Day  following
          Administrative Agent's delivery of such notice to Lenders. By no later
          than  such  Advance  Date and time, each Lender shall make immediately
          available  to  Administrative Agent funds consisting solely of Dollars
          in  the  amount  of its pro-rata share of such Revolving Loan Advance,
          rounded  to  the  nearest  penny,  in  accordance with such remittance
          instructions  as  may  be given by Administrative Agent to each Lender
          from  time  to  time.

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


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          Floorplan  Loan  exceeding  its  Floorplan  Loan  Facility,  or  make
          available  any  more  than  its  pro-rata  share  of  any  Advance.

     7.5.  ADMINISTRATIVE  AGENT'S  AVAILABILITY  ASSUMPTION.

          7.5.1.  Unless Administrative Agent has been given written notice by a
          Lender  prior  to  an Advance Date that such Lender does not intend to
          make  immediately  available  to  Administrative  Agent  such Lender's
          pro-rata  share  of  the  Advance  which  Administrative  Agent may be
          obligated  to make on the Advance Date, including, without limitation,
          any  Advance  that  may  be  made based on the issuance of an Approval
          Administrative Agent may assume that such Lender has made the required
          amount  available  to  Administrative  Agent  on  the Advance Date and
          Administrative  Agent  may,  in  reliance  upon  such assumption, make
          available to Borrower a corresponding amount. Failure of any Lender to
          pay  its  pro-rata  share  of  the  Swingline Loan, any Floorplan Loan
          (whether  based  on  the  issuance  of  an Approval or otherwise), the
          Interim  Floorplan  Loan (whether based on the issuance of an Approval
          or  otherwise),  or  any  Revolving  Loan  or  any  other amount owing
          hereunder by a Lender upon demand shall make such Lender a "Defaulting
          Lender".  If such corresponding amount is not in fact made immediately
          available  to  Administrative  Agent  by such Defaulting Lender on the
          Advance  Date,  Administrative Agent shall be entitled to recover such
          corresponding  amount  on  demand from such Defaulting Lender. If such
          Defaulting  Lender  does not pay such corresponding amount immediately
          upon Administrative Agent's demand therefor, then Administrative Agent
          shall  promptly  notify  Borrower  and  the other Lenders and Borrower
          shall pay such corresponding amount to Administrative Agent within one
          (1)  Business  Day.  Administrative  Agent  shall  also be entitled to
          recover,  either  from such Defaulting Lender or Borrower, interest on
          such  corresponding  amount  for  each  day  from  the  date  such
          corresponding  amount  was  made  available by Administrative Agent to
          Borrower  to  the  date  such  corresponding  amount  is  recovered by
          Administrative Agent, at a rate per annum equal to (i) if paid by such
          Lender, the cost to Administrative Agent of funding such amount at the
          Federal  Funds  Rate, or (ii) if paid by Borrower, the applicable rate
          for the Advance in question determined from the request therefor. Each
          Lender  shall  be  obligated  only  to  fund  its pro-rata share of an
          Advance  subject to the terms and conditions hereof, regardless of the
          failure  of  another  Lender  to  fund  its  pro-rata  share  thereof.

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


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<PAGE>
          Commitment,  or  the  Floorplan  Loan  of  such  Lender exceeding such
          Lender's  Floorplan  Loan  Facility.

          7.5.3.  In  addition,  with  respect to any Defaulting Lender, until a
          payment  or  Advance is paid to Administrative Agent (with interest at
          described  above),  (i)  such  Defaulting  Lender  shall  permit  the
          Administrative Agent the unconditional and irrevocable right of setoff
          against  any  amounts  (including,  without  limitation,  payments  of
          principal, interest, and fees, as well as indemnity payments) received
          by  Administrative  Agent  hereunder  for  the  benefit  of  any  such
          Defaulting  Lender, and (ii) if such failure to pay shall continue for
          a  period of three Business Days, result in any such Defaulting Lender
          forfeiting  any  right to vote on any matter that the Required Lenders
          or  all  Lenders  are  permitted  to  vote  for  hereunder  (and  the
          calculation of Required Lenders shall exclude such Defaulting Lender's
          interest  in  the  Lenders'  Exposure); provided, however, once such a
          failure is cured, then such Lender shall, subsequent thereto, have all
          rights hereunder; provided, further, however, if any Lender shall fail
          to  make such a payment within the three Business Day period specified
          in  clause  (ii)  above  (other  than  by  reason of events beyond the
          reasonable control of such Lender) three or more times during the term
          hereof,  such  Lender  shall  permanently  forfeit  its  right to vote
          hereunder  (and the calculation of Required Lenders shall exclude such
          Defaulting  Lender's  interest  in  the  Lenders'  Exposure).

     7.6.  LETTERS  OF  CREDIT. Borrower may request the issuance of a Letter of
     Credit  by  submitting  an  issuance request to Letter of Credit Issuer and
     also Administrative Agent (if Administrative Agent and the Letter of Credit
     Issuer  are  not the same Person) and executing the reimbursement agreement
     required  under  Section  7.11 no less than five Business Days prior to the
     requested  issue  date  for  such  Letter  of  Credit.

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

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

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

     7.10.  REQUIREMENTS  FOR  EVERY  ADVANCE  REQUEST.  Subject to the terms of
     Section  10  and  the  other  provisions of this Agreement, with regards to
     Swingline  Loans,  and Revolving Loan Advances, only a request (which shall
     be  in  writing  in  the  form  attached hereto as Exhibit 7.10 and mailed,
     personally  delivered  or  telecopied  as  provided in Section 20.1) from a
     Borrowing


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<PAGE>
     Officer  of  Borrowing  Agent  to  Administrative  Agent that specifies the
     amount  of  the  Advance  to  be  made,  the Advance Date for the requested
     Advance  shall  be treated as a request for an Advance. No Advance Date for
     any  requested  Advance  may  be other than a Business Day. With regards to
     Swingline  Loans and Revolving Loan Advances, a request for an Advance must
     be  given  prior  to  11:00  a.m., Local Time, on the Advance Date for such
     Advance.  Subject  to  the  terms of Section 10 and the other provisions of
     this Agreement, Floorplan Loan Advances and Interim Floorplan Loan Advances
     will  be  funded  in  accordance  with  Administrative  Agent's procedures.

     7.11.  REQUIREMENTS  FOR  EVERY  LETTER  OF  CREDIT REQUEST. Only a written
     request  (which  may  be  mailed,  personally  delivered  or  telecopied as
     provided  in  this  Agreement) from a Borrowing Officer to Letter of Credit
     Issuer  and Administrative Agent (if Administrative Agent and the Letter of
     Credit  Issuer are not the same Person) or an electronic initiation over an
     online  service provided by Letter of Credit Issuer (with a written copy to
     Administrative  Agent  if  Administrative  Agent  and  the Letter of Credit
     Issuer  are not the same Person) that specifies the amount, requested issue
     date  (which shall be a Business Day and in no event later than thirty days
     before  the  effective  date of termination of the Aggregate Revolving Loan
     Commitment)  and  beneficiary  of  the requested Letter of Credit and other
     information  necessary  for  its issuance shall be treated as a request for
     issuance  of  a  Letter  of  Credit  together  with  such  Letter of Credit
     applications  and  reimbursement  agreements as the Letter of Credit Issuer
     may  reasonably  request.

     7.12.  EXONERATION  OF  ADMINISTRATIVE  AGENT  AND  LENDERS.  Neither
     Administrative  Agent  nor any Lender shall incur any liability to Borrower
     for  treating  a  request  that  meets the express requirements of Sections
     7.10,  7.10,  and  7.11 as a request for an Advance or as a request for the
     issuance  of a Letter of Credit, as applicable, Letter of Credit Issuer and
     Administrative  Agent  (if  Administrative  Agent  and the Letter of Credit
     Issuer are not the same Person), as the case may be, believes in good faith
     that  the  Person  making  the  request is a Borrowing Officer of Borrowing
     Agent.  Neither  Administrative  Agent  nor  any  Lender  shall  incur  any
     liability  to  Borrower  for failing to treat any such request as a request
     for  an  Advance  or the issuance of a Letter of Credit, as applicable, the
     Letter  of  Credit  Issuer or Administrative Agent (if Administrative Agent
     and  the  Letter of Credit Issuer are not the same Person) believes in good
     faith  that  the  Person  making  the request is not a Borrowing Officer of
     Borrowing  Agent.

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

     8.1.  LANDLORD  CONSENTS. With respect to any real property leased (whether
     pursuant  to  a  lease,  bailment  or  otherwise)  by Borrower or any other
     Covered  Person, whether on, prior to or after the Effective Date, Borrower
     shall  cause to be delivered to Administrative Agent such landlord consents
     and/or  warehousemen's letters and nondisturbance and attornment agreements
     as  Administrative  Agent  shall  reasonably  request.

     8.2.  MORTGAGEE CONSENT AGREEMENTS. With respect to any real property owned
     by  Borrower or any other Covered Person, whether on, prior to or after the
     Effective  Date  if  there  shall  be  a mortgagee or other lienholder with
     respect  to  such  real  property,  Borrower  shall  cause  to  be


35
<PAGE>
     delivered  to  Administrative  Agent  such  consents and nondisturbance and
     attornment  agreements  from  each  such  mortgagee  or  lienholder  as
     Administrative  Agent  shall  reasonably  request.

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

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

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

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

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

9.  POWER  OF  ATTORNEY.  Each  Borrower hereby authorizes (and shall cause each
other  Covered  Person  to  do  the  same)  Administrative Agent and irrevocably
appoints Administrative Agent (acting by any of its officers) as such Borrower's
agent and attorney-in-fact (which appointment is coupled with an interest and is
therefore  irrevocable)  to  do  any  of  the  following  until  all of the Loan
Obligations  are  fully  and  indefeasibly  paid  and  satisfied  in  cash,  the
expiration  or  termination of all Letters of Credit and reduction of the Letter
of  Credit  Exposure  to  zero,  the  Commitments  are  terminated,  and  the
Administrative  Agent  and the Lenders have no other commitment to extend credit
or  make  advances  to  or  for  the  account  of  Borrower:

     9.1.  At any time while there is an Existing Default, (i) demand payment of
     any  Account;  (ii)  enforce payment of any Account by legal proceedings or
     otherwise;  (iii)  exercise  all  of such Borrower's rights and remedies in
     proceedings brought to collect any Account; (iv) sell or assign any Account
     upon  such  terms,  for  such  amount  and  at  such  time  or  times  as
     Administrative  Agent  deems  advisable;  (v)  settle,  adjust, compromise,
     extend  or renew any Account; (vi) discharge and release any Account; (vii)
     prepare,  file  and  sign  such  Borrower's  name  on any proof of claim in
     bankruptcy  or  other  similar  documents against an Account Debtor; (viii)
     notify  the postal authorities of any change of the address for delivery of
     such  Borrower's mail to any address designated by Administrative Agent and
     open  and  process  all  mail addressed to such Borrower; (ix) endorse such
     Borrower's  name  on  any  verification  of Accounts and notices thereof to
     Account Debtors; (x) make one or more Revolving Loan Advances, or Floorplan
     Loan  Advances  to  pay the costs and expenses of any of the foregoing; and
     (xi)  do  anything  that  Administrative  Agent  deems  necessary  in  its
     reasonable  discretion  to  assure  that the Loan Obligations are fully and
     indefeasibly  paid  and  satisfied  in cash and that Borrower complies with
     each  covenant  and  agreement  contained  herein  and  in  the  other Loan
     Documents.


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

The  foregoing  power of attorney and authorization shall be deemed irrevocable,
but  shall  be automatically revoked only upon the full and indefeasible payment
in  cash  of  all  of  the  Loan  Obligations,  there  are  no Letters of Credit
outstanding  and  the  Letter  of  Credit  Exposure  is  irreversibly  zero, the
termination  of  the  Commitments,  and the Administrative Agent and the Lenders
have no other commitment to extend credit or make advances to or for the account
of  Borrower.

10.  CONDITIONS  OF  LENDING.

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

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

          10.1.2.  FINANCIAL  CONDITION.  Lenders shall have determined to their
          satisfaction that the financial statements of Borrower for the periods
          ended  April  5,  2004  (the  "Initial Financial Statements"), and the
          projections  of Borrower's financial condition, results of operations,
          and cash flow statements of Borrower for the period ending as of April
          5,  2005,  as  furnished to Administrative Agent and other information
          furnished  to  Administrative  Agent  by  Borrower (i) for the periods
          ended  on  or before the Effective Date, fairly and accurately reflect
          the  business  and financial condition of Borrower, its cash flows and
          the  results  of  its  operations  for such periods in accordance with
          GAAP, and (ii) for the periods that will end after the Effective Date,
          fairly and accurately forecast the business and financial condition of
          Borrower,  its  cash flows, and the results of its operations for such
          periods  in  accordance  with  GAAP.

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

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


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<PAGE>
          10.1.5.  PERFECTION  OF  SECURITY  INTERESTS.

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

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

          10.1.7.  MATERIAL  ADVERSE  CHANGE.  Since  the  date  of  the Initial
          Financial  Statements delivered to Administrative Agent for the period
          ending  April  5, 2004, there shall not have been any change which has
          or  is  reasonably  likely  to  have  a Material Adverse Effect on any
          Covered  Person.

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

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

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

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

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

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

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

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

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

     10.3.  CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. As conditions precedent
     to  the  issuance  of  any  Letter  of  Credit:


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<PAGE>
          10.3.1. LETTER OF CREDIT APPLICATION/REIMBURSEMENT AGREEMENT. Borrower
          shall  have executed and delivered to Letter of Credit Issuer a letter
          of  credit  application/reimbursement agreement satisfactory to Letter
          of  Credit  Issuer and Administrative Agent (if Administrative and the
          Letter  of Credit Issuer are not the same Person) under which Borrower
          further  evidences  its  obligation  to  reimburse to Letter of Credit
          Issuer  on  demand the amount of each draw on such Letter of Credit as
          provided  in  Section 6.4, together with interest from the date of the
          draw at the rate provided in Section 4.2 and (without duplication) all
          reasonable  expenses incurred by Letter of Credit Issuer in connection
          with  such  Letter  of  Credit.

          10.3.2.  NO  PROHIBITIONS.  No  order,  judgment  or  decree  of  any
          Governmental  Authority  shall  exist  which  purports by its terms to
          enjoin  or  restrain Letter of Credit Issuer, Administrative Agent, or
          any  other  Lender  from  issuing such Letter of Credit, and no Law or
          request or directive (whether or not having the force of law) from any
          Governmental Authority with jurisdiction over Letter of Credit Issuer,
          Administrative Agent, or any other Lender shall exist which prohibits,
          or requests that Letter of Credit Issuer, Administrative Agent, or any
          other Lender refrain from, the issuance of letters of credit generally
          or  such  Letter  of  Credit  in particular, or imposes upon Letter of
          Credit  Issuer, Administrative Agent, or any other Lender with respect
          to  such  Letter  of  Credit  any  restriction  or  reserve or capital
          requirement  (for which Letter of Credit Issuer or any other Lender is
          not  otherwise  compensable  by  Borrower  hereunder).

          10.3.3.  REPRESENTATIONS  AND  WARRANTIES.  The  Representations  and
          Warranties  are  then  true  and  correct,  and  as of the time of the
          issuance  of  such  Letter  of  Credit  will  be  true  and  correct.

          10.3.4.  NO  MATERIAL PROCEEDINGS. No Material Proceedings are pending
          or, to the best knowledge of Borrower, threatened, against Borrower or
          any  Covered  Person.

          10.3.5.  NO  DEFAULT.  No Event of Default and no Default has occurred
          and is continuing or Event of Default is reasonably likely to occur as
          a result of such Letter of Credit being issued or a draw thereon being
          made  or  paid.

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

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

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

     11.2.  AUTHORIZATION. Each Covered Person is duly authorized to execute and
     perform  every  Loan  Document to which such Covered Person is a party, and
     Borrower  is  duly  authorized  to


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

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

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

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

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

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

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

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

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

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

          11.10.2. PROCEEDINGS. None of the operations of any Covered Person are
          the  subject  of  any  judicial  or administrative complaint, order or
          proceeding  alleging  the  violation  of  any


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          applicable Environmental Laws which would reasonably be likely to give
          rise  to  a  Material  Adverse  Effect.

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

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

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

          11.10.6.  ENVIRONMENTAL  PROPERTY  TRANSFER  ACTS.  No  environmental
          property transfer acts are applicable to the transactions contemplated
          by this Agreement and each Covered Person has provided all notices and
          obtained all necessary environmental permit transfers and consents, if
          any,  required in order to consummate the transactions contemplated by
          this Agreement or the Acquisition Documents, to perfect Administrative
          Agent's  Security  Interests for the benefit of Lenders and to operate
          such  Covered  Person's  business  as  presently  or  proposed  to  be
          operated.

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

     11.12.  PRIOR  TRANSACTIONS.  Since  January 1, 1998, no Covered Person has
     been  a  party  to  any  merger  or  consolidation,  or  acquired  all  or
     substantially  all  of  the  assets  of  any Person, or acquired any of its
     property  outside  of  the  ordinary  course  of  business.

     11.13.  CAPITALIZATION.  Each  Covered  Person's  authorized capital stock,
     partnership  interests  and membership interests and issued and outstanding
     capital  stock,  partnership  interests  and  membership  interests  is  as
     described  in  section 11.13 of the Disclosure Schedule; provided, however,
     Borrower  shall  update  the  Disclosure  Schedule  with  respect  to a new
     Subsidiary  created  in  connection  with  a  Permitted  Acquisition  or  a
     Subsidiary  created incident to the reorganization of a Subsidiary acquired
     in  connection  with  a  Permitted  Acquisition  or any other newly-created


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     Subsidiary  (in  each  case,  without  the  necessity of obtaining Required
     Lender  consent  but  with  obtaining  the  prior  written  consent  of the
     Administrative  Agent)  and Borrower shall comply with the terms of Section
     14.20 hereof); and all issued and outstanding shares, partnership interests
     and  membership  interests  of  each  Covered Person are validly issued and
     outstanding,  fully paid and non-assessable, and are owned beneficially and
     of  record  by  the  Persons  listed.

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

     11.15.  PROJECTIONS.  The  projections  of  Borrower's financial condition,
     results  of  operations,  and  cash  flow for the period through January 5,
     2005,  a  copy  of  which  have  been  delivered  to  Administrative Agent,
     represent  Borrower's  good  faith  best  estimate  of  Borrower's  future
     financial  performance  for the periods set forth therein. Such projections
     have been prepared on the basis of the assumptions set forth therein, which
     Borrower  believes  are  fair  and  reasonable  in  light  of  current  and
     reasonably  foreseeable  business  conditions.

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

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

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

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

     11.20. INDEBTEDNESS. No Covered Person has any Indebtedness except existing
     Permitted  Indebtedness.

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

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

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

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

     11.25.  OTHER  CREDITOR INDEBTEDNESS; INTERCREDITOR DOCUMENTS; SUBORDINATED
     INDEBTEDNESS.  There  is  no  breach  or  default with respect to the Other
     Creditor  Indebtedness,  and


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<PAGE>
     the  Other  Creditor  Indebtedness has been incurred in accordance with the
     terms  of  this Agreement. There is no breach or default by or attributable
     to  a  Covered  Person  of  any  obligation  set forth in any Intercreditor
     Agreement  or  any Other Creditor Indebtedness Document. There is no breach
     or  default  with  respect  to  the  Subordinated  Indebtedness,  and  the
     Subordinated Indebtedness has been incurred in accordance with the terms of
     this  Agreement.  There  is  no breach or default by or attributable to any
     holder  of the Subordinated Indebtedness under the Subordination Agreement.

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

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

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

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

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

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


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

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

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

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

     11.31.  REAL  PROPERTY. Section 11.31 of the Disclosure Schedule contains a
     correct  and  complete  list  of  (i)  the  street  addresses and a general
     description  of  all real property owned by each Covered Person, and (ii) a
     list  of  all  leases,  subleases,  and  licenses  of real property by each
     Covered Person, with such Covered Person identified for each as the lessee,
     sublessee,  licensee,  lessor,  sublessor,  or  licensor,  as  is the case,
     together  with  the  street addresses and a general description of the real
     property  involved and the names and addresses of the other parties to such
     leases,  subleases,  and  licenses.  Each  of  such  leases, subleases, and
     licenses  is  valid  and enforceable in accordance with its terms and is in
     full  force  and  effect,  and  no  default  by  such Covered Person, or to
     Borrower's  knowledge,  any  other  party  to  any such lease, sublease, or
     license exists. No rental payment listed on section 11.31 of the Disclosure
     Schedule  materially  exceeds  a fair market rental rate for such property.

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

          11.32.1.  ACCOUNTS.  With respect to each Account scheduled, listed or
          referred  to  in  reports  submitted  by  any  Covered  Person  to
          Administrative  Agent  pursuant  to  the  Loan  Documents,  except  as
          disclosed  therein:  (i)  the  Account  arose  from  a  bona  fide


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

          11.32.2.  INVENTORY.  With  respect to Inventory of each Borrower: (i)
          such  Inventory  (except for Inventory in transit or in the possession
          of  such  Covered  Person's customers) is located at one or another of
          the  premises  listed in section 11.32.2 of the Disclosure Schedule as
          being  a  location  of  such Borrower's Inventory; (ii) the applicable
          Covered  Person has good and merchantable title to such Inventory or a
          good and valid leasehold interest as lessee to such Inventory, subject
          to  no  Security Interest whatsoever except for the perfected Security
          Interest  granted  to  Administrative Agent for the benefit of Lenders
          and except for Permitted Security Interests; (iii) such is of good and
          merchantable  quality,  free  from  any  material  defects;  (iv) such
          Inventory is not subject to any licensing, patent, royalty, trademark,
          trade name or copyright agreements with any third parties; and (v) the
          completion  of  manufacture  and  sale, lease, or other disposition of
          such  Inventory  by Administrative Agent or Lenders following an Event
          of  Default  shall not require the consent of any Person and shall not
          constitute  a  breach  or  default  under any contract or agreement to
          which  any  Covered  Person  is  a  party or to which the Inventory is
          subject.

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

          11.32.4.  INTELLECTUAL  PROPERTY.  With  respect  to  the Intellectual
          Property of the Covered Persons: (i) section 11.32.4 of the Disclosure
          Schedule  contains  a  complete  and  correct


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

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

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

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

          11.33.2.  the  States  in  which  any  Covered  Person is qualified to
          conduct  its  business  and the respective counties within such States
          and  the  Canadian  Provinces and other foreign jurisdictions in which
          any  Covered Person conducts its business are listed and so identified
          in  section  11.33.2  of  the  Disclosure  Schedule;  and

          11.33.3.  all  of  the Collateral is located within one or more of the
          locations  listed  in  section  11.32.2  of  the  Disclosure Schedule;
          provided,  however, that Borrower shall not be deemed to have breached
          this  Representation  and  Warranty  if  any Covered Person's customer
          moves, without Borrower's knowledge, any such Collateral to a location
          not  listed  in  section  11.32.2  of the Disclosure Schedule and such
          Collateral  will  not  remain  outside  any of the locations listed in
          section  11.32.2  of  the  Disclosure  Schedule  for  longer  than  60
          consecutive  days,  provided,  however,  if any Collateral will remain
          outside  of  any  location listed on section 11.32.2 of the Disclosure
          schedule for longer than 30 consecutive days, Borrower shall, prior to
          the  expiration  of  such  30-day  period,  give  written  notice  to
          Administrative  Agent  of  such event as required under Section 13.23.

     11.34.  WARRANTIES  AND  REPRESENTATIONS-INVENTORY.  For  each  item  of
     Inventory,  Borrower  represents  and  warrants to Administrative Agent and
     each  of  the  Lenders  that  at  all  times:  (a) all Inventory, except as
     otherwise  provided  in Section 11.33.3, will be kept only at the locations
     indicated  on  section 11.32.2 of the Disclosure Schedule; (b) Borrower now
     keeps  and  will keep correct and accurate records itemizing and describing
     the kind, type, quality and quantity of Inventory, Borrower's cost therefor
     and  the  selling  price  thereof  and/or  the  rental/lease  rate


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     thereof,  the  daily  withdrawals  therefrom and the additions thereto; (c)
     Inventory  not  on  rent  are  not  and  will  not be stored with a bailee,
     repairman,  warehouseman  or  similar  party without Administrative Agent's
     prior written consent, and if Administrative Agent consents, Borrower will,
     concurrently with delivery to such party, cause any such party to issue and
     deliver  to  Administrative  Agent,  in  form  acceptable to Administrative
     Agent,  warehouse  receipts,  in Administrative Agent's name evidencing the
     storage  of such Inventory, and waivers of warehouseman's liens in favor of
     Administrative  Agent;  (d)  Borrower will timely pay or cause to be timely
     paid  all  taxes,  rents, business taxes, and other charges relating to the
     premises  where the Inventory is located which Borrower is contractually or
     legally  obligated to pay; and (e) a landlord consent of the type described
     in Section 8.1, satisfactory to Administrative Agent, has been obtained for
     each  location  in which Borrower keeps Inventory with a value in excess of
     $500,000.

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

     11.36.  SECURITY  DOCUMENTS.

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

          11.36.2.  COLLATERAL  ASSIGNMENTS.

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

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

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

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


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<PAGE>
     11.38. SUBSIDIARIES AND AFFILIATES. Borrower has no Subsidiaries and has no
     Affiliates  who are not individuals, except those Persons listed in section
     11.38  of the Disclosure Schedule; provided, however, Borrower shall update
     the  Disclosure  Schedule  with  respect  to  a  new  Subsidiary created in
     connection with a Permitted Acquisition or a Subsidiary created incident to
     the  reorganization of a Subsidiary acquired in connection with a Permitted
     Acquisition  or  any  other newly-created Subsidiary (in each case, without
     the  necessity  of obtaining Required Lender consent but with obtaining the
     prior  written  consent  of  the  Administrative  Agent) and Borrower shall
     comply  with  the  terms  of  Section  14.20  hereof.

     11.39. BANK ACCOUNTS AND LOCKBOXES. No Covered Person has any lockbox other
     than the Lockboxes allowed or required hereunder. No Covered Person has any
     bank  accounts  other than the bank accounts allowed or required hereunder.
     All  bank  accounts maintained by any Covered Person with any bank or other
     financial  institution  are  described  in  section 11.39 of the Disclosure
     Schedule,  as  well  as  such  other bank accounts used solely for employee
     benefit purposes which such accounts may be opened by Borrower from time to
     time.

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

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

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

     11.43.  NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan Documents,
     any  of  the  Financial  Statements nor any statement, list, certificate or
     other  information  furnished  or  to be furnished by Borrower or any other
     Covered  Person  to  Administrative Agent or Lenders in connection with the
     Loan Documents or any of the transactions contemplated thereby contains any
     untrue  statement  of  a  material  fact, or omits to state a material fact
     necessary  to  make  the  statements  therein  not misleading. Borrower has
     disclosed  to  Administrative  Agent  and  Lenders everything regarding the
     business,  operations, property, financial condition, or business prospects
     of itself and every Covered Person that has or is reasonably likely to have
     a  Material  Adverse  Effect  on  any  Covered  Person.

     11.44.  FILINGS. All registration statements, reports, proxy statements and
     other  documents,  if  any,  required  to  be  filed  by  Borrower with the
     Securities  and Exchange Commission pursuant to the Securities Act of 1933,
     and  the Securities Exchange Act of 1934, have been filed, and such filings
     are complete and accurate and contain no untrue statements of material fact
     or  omit  to  state


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     any  material  facts required to be stated therein or necessary in order to
     make  the  statements  therein  not  misleading.

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

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

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

     11.48.  NO  IMPROPER  PAYMENT  OR INFLUENCE. Neither Borrower nor any other
     Covered  Person  has  directly  or  indirectly  paid  or delivered any fee,
     commission  or  other  money  or  property,  or  engaged  in  any lobbying,
     influencing  or  other  behavior,  however  characterized,  to  any  agent,
     government  official, regulatory body, governmental agency or other Person,
     in  the  United  States  or  any  other country, related to the business or
     operations  of  the Borrower or any other Covered Person, that the Borrower
     and  each  other Covered Person knows or has reason to believe to have been
     illegal  under any federal, state, or local law of the United States or any
     other  country having jurisdiction, or to have been for the purpose of, and
     to  have  had  the  effect  of,  inducing  or encouraging the breach by the
     recipient  thereof of any legal duties, whether as an employee or otherwise
     to  another  Person.

     11.49.  FOREIGN  ENEMIES  AND  REGULATIONS.  The use of the proceeds of the
     Loans  as  contemplated  by  this  Agreement  will  not  violate  (A)  any
     regulations  promulgated  or  administered  by the Office of Foreign Assets
     Control,  United  States  Department  of  the  Treasury,  including without
     limitation, the Foreign Assets Control Regulations, the Transaction Control
     Regulations,  the  Cuban  Assets  Control  Regulations,  the  Foreign Funds
     Control Regulations, the Iranian Assets Control Regulations, the Nicaraguan
     Trade  Control  Regulations, the South African Transaction Regulations, the
     Iranian  Transactions  Regulations,  the  Iraqi  Sanctions Regulations, the
     Soviet Gold Coin Regulations, the Panamanian Transaction Regulations or the
     Libyan  Sanctions  Regulations of the United States Treasury Department, 31
     C.F.R.,  Subtitle  B, Chapter V, as amended, (B) the Trading with the Enemy
     Act,  as  amended,  (C)  Executive  Orders 8389, 9095, 9193, 12543 (Libya),
     12544  (Libya),  12722  or  12724  (Iraq), 12775 or 12779 (Haiti), or 12959
     (Iran),  as amended, of the President of the United States or (D) any rule,
     regulation or executive order issued or promulgated pursuant to the laws or
     regulations  described  in  the  foregoing  clauses  (A)  -(C).

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


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when  made  or  deemed  made  until  all  of  the Loan Obligations are fully and
indefeasibly  paid  in cash, no Letters of Credit are outstanding and the Letter
of  Credit  Exposure  is  irreversibly  zero,  all  of the Commitments have been
terminated,  and  the  Administrative  Agent  and  the  Lenders  have  no  other
commitment  to extend credit or make advances to or for the account of Borrower.

13. AFFIRMATIVE COVENANTS. Each Borrower covenants and agrees that, while any of
the  Commitments  remains  in  effect  and until all of the Loan Obligations are
fully  and  indefeasibly  paid  in  cash,  and  until  no  Letters of Credit are
outstanding,  the  Letter  of  Credit  Exposure is irreversibly zero, all of the
Commitments  have  been terminated, and the Administrative Agent and the Lenders
have no other commitment to extend credit or make advances to or for the account
of  Borrower  each  Borrower  shall do, and each Borrower shall cause each other
Borrower  and  each  other  Covered  Person  to  do,  the  following:

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

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

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

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

     13.5.  INSURANCE.  Each  Covered  Person shall at all times keep insured or
     cause  to  be  kept  insured,  in insurance companies having a rating of at
     least "A" by Best's Rating Service, all property owned by it of a character
     usually  insured  by  others carrying on businesses similar to that of such
     Covered Person in such manner and to such extent and covering such risks as
     such  properties  are usually insured. At all times, all Inventory shall be
     insured  for  full  replacement


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<PAGE>
     value.  Each  Covered  Person  shall  carry, however, business interruption
     insurance in such amounts as are satisfactory to Administrative Agent, with
     all  such  policies  showing  Administrative  Agent  as  loss payee for the
     benefit  of  Lenders. Each Covered Person shall timely pay all premiums for
     such  insurance. Each Covered Person shall at all times carry insurance, in
     insurance  companies  having  a  rating  of  at  least "A" by Best's Rating
     Service,  against  liability  on  account  of damage to persons or property
     (including  product  liability  insurance  and insurance required under all
     Laws  pertaining  to  workers'  compensation)  and  covering  all  other
     liabilities common to such Covered Person's business, in such manner and to
     such  extent  as  such  coverage  is  usually  carried by others conducting
     businesses  similar  to that of such Covered Person. At all times, Borrower
     shall maintain replacement value insurance for all Collateral on any ocean,
     waterway,  interstate,  highway,  or  other  public  way.  All  policies of
     liability insurance maintained hereunder shall name Administrative Agent as
     an  additional insured for the benefit of Lenders; all policies of property
     insurance maintained hereunder with respect to the Collateral shall reflect
     Administrative  Agent's  interest  therein as a loss payee on an accord #27
     form  for  the  benefit of Lenders. Administrative Agent is authorized, but
     not  obligated,  as  the  attorney-in-fact  for  Borrower,  and every other
     Covered  Person and for the benefit of Lenders, (i) prior to the occurrence
     of an Event of Default, with Borrower's consent (which consent shall not be
     unreasonably  withheld),  and  upon  the occurrence of an Event of Default,
     without  Borrower's  or  any  other Covered Person's consent, to adjust and
     compromise  proceeds  payable  under  such  policies  of insurance, (ii) to
     collect,  receive  and  give  receipts  for  such  proceeds  in the name of
     Borrower or any other Covered Person, Administrative Agent and Lenders, and
     (iii)  to  endorse  Borrower  or  any  other Covered Person's name upon any
     instrument  in  payment thereof. Such power granted to Administrative Agent
     shall  be  deemed  coupled with an interest and shall be irrevocable (until
     all of the Loan Obligations are fully and indefeasibly paid in cash and the
     Commitments  have  terminated, no Letters of Credit are outstanding and the
     Letter  of  Credit  Exposure  is  irreversibly zero, and the Administrative
     Agent  and  the  Lenders  have no other commitment to extend credit or make
     advances  to or for the account of Borrower) as set forth in Section 9. All
     policies of insurance maintained hereunder shall contain a clause providing
     that  such  policies  may not be canceled, reduced in coverage or otherwise
     modified  without  30  days'  prior written notice to Administrative Agent.
     Borrower  shall  or  shall  cause  any other Covered Person upon request of
     Administrative Agent at any time to furnish to Administrative Agent updated
     evidence  of  insurance  (in  the  form  required  as  a  condition  to
     Administrative  Agent's  lending  hereunder)  for  such  insurance.

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

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


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

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

     13.8.  DISCOVERY  AND  CLEAN-UP  OF  HAZARDOUS  MATERIAL.

          13.8.1.  IN  GENERAL.  Upon any Covered Person receiving notice of any
          violation  of  Environmental  Laws  or any similar notice described in
          Section  13.10.4,  or  upon  any  Covered Person otherwise discovering
          Hazardous  Material  on  any  property owned or leased by such Covered
          Person  which  is  in violation of, or which would result in liability
          under,  any  Environmental  Law,  the  violation  of  which  or  which
          liability  will  or  is  reasonably  likely to have a Material Adverse
          Effect  on  any Covered Person, Borrower shall: (i) promptly take such
          acts  as may be necessary to prevent danger or harm to the property or
          any Person therein as a result of such Hazardous Material; (ii) at the
          request  of  Administrative  Agent,  and  at  Borrower's sole cost and
          expense,  obtain  and deliver to Administrative Agent promptly, but in
          no event later than 90 days after such request, a then currently dated
          environmental  assessment  of the property certified to Administrative
          Agent  and  any future holder of the Loan Obligations, a proposed plan
          for  responding  to  any  environmental  problems  described  in  such
          assessment,  and  an estimate of the costs thereof; and (iii) take all
          necessary  steps  to  initiate and expeditiously complete all removal,
          remedial,  response, corrective and other action to eliminate any such
          environmental problems, and keep Administrative Agent informed of such
          actions  and  the  results  thereof.

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

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


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

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

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

          13.10.4.  Borrower  shall  promptly inform Administrative Agent of its
          receipt  of,  and  deliver  to Administrative Agent a copy of, any (i)
          notice  that  any violation of any Environmental Law or Employment Law
          may  have  been  committed  or is about to be committed by any Covered
          Person that has or which could reasonably be likely to have a Material
          Adverse  Effect,  (ii)  notice  that  any  administrative  or judicial
          complaint  or order has been filed or is about to be filed against any
          Covered  Person  alleging  violations  of  any  Environmental  Law  or
          Employment  Law or requiring such Covered Person to take any action in
          connection  with  the  release  of  any  Hazardous  Material  into the
          environment,  which  has  or  could  reasonably  be  likely  to have a
          Material Adverse Effect, (iii) notice from a Governmental Authority or
          private  party  alleging  that  a  Covered  Person  may  be  liable or
          responsible  for  costs  associated with a response to or cleanup of a
          release  of  Hazardous  Material  into  the environment or any damages
          caused  thereby,  which  has  or  could reasonably be likely to have a
          Material  Adverse Effect, (iv) notice that a Covered Person is subject
          to  federal,  state  or  local  investigation  regarding  the improper
          transportation,  storage,  disposal,  generation  or  release into the
          environment of any Hazardous Material which has or could reasonably be
          expected  to  have  a  Material Adverse Effect, or (v) notice that any
          properties  or  assets  of  a Covered Person are subject to a Security
          Interest  in  favor  of  any  Governmental Authority for any liability
          under  any Environmental Law or damages arising from or costs incurred
          by  such  Governmental Authority in response to a release of Hazardous
          Material  into  the  environment.

          13.10.5. Borrower shall deliver to Administrative Agent notice of each
          of  the following events promptly after they occur: (i) the failure of
          any  Covered  Person or ERISA Affiliate of such Covered Person to make
          any  required installment or any other required payment to any Pension
          Benefit Plan in sufficient amount to comply with ERISA and the Code on
          or  before  the  due  date  for  such installment or payment; (ii) the
          occurrence  of  any  Reportable  Event, or a prohibited transaction or
          accumulated  funding deficiency (as those terms are defined in ERISA),
          with  respect to any Pension Benefit Plan maintained or contributed to
          by  a  Covered  Person  or  an ERISA Affiliate of such Covered Person;
          (iii)  receipt  by a Covered Person or ERISA Affiliate of such Covered
          Person  of  any  notice  from  a  Multi-employer  Plan  regarding  the
          imposition  of  withdrawal  liability;  and  (iv) receipt by a Covered
          Person  or ERISA Affiliate of such Covered Person of any notice of the
          institution,  or  a Covered Person's expectancy of the institution, of
          any  proceeding  or  receipt  by  such  Covered  Person  or such ERISA
          Affiliate  of  any  notice  of the taking, or such Covered Person's or
          such  ERISA  Affiliate's expectancy of the taking, of any other action
          which  may  result  in  the  termination  of  any Pension Benefit Plan
          maintained  or  contributed  to  by  such Covered Person or such ERISA
          Affiliate, or the withdrawal or partial withdrawal by a Covered Person
          or  ERISA  Affiliate  of  such


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          Covered  Person  from  any  Pension  Benefit  Plan,  and the filing or
          receipt  by a Covered Person or ERISA Affiliate of such Covered Person
          of  any such notice and filing or receipt of all subsequent reports or
          notices  under  ERISA  with  or  from  the  IRS,  the PBGC, or the DOL
          relating  to  the  same;  and,  in addition to such notice, deliver to
          Administrative  Agent  a  certificate  of  a  Responsible  Officer  of
          Borrower,  setting forth details as to such events and the action that
          the  affected Covered Person or ERISA Affiliate of such Covered Person
          proposes  to  take with respect thereto. For purposes of this Section,
          each  Covered  Person  and  any ERISA Affiliate of such Covered Person
          shall  be  deemed  to know all facts known by the administrator of any
          Plan  of which such Covered Person or such ERISA Affiliate is the plan
          sponsor.

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

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

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

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

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

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

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


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

     13.11.  MAINTENANCE  OF  SECURITY  INTERESTS  OF  SECURITY  DOCUMENTS.

          13.11.1.  PRESERVATION  AND PERFECTION OF SECURITY INTERESTS. Borrower
          shall  promptly,  upon  the reasonable request of Administrative Agent
          and  at Borrower's expense, execute, acknowledge and deliver, or cause
          the  execution, acknowledgment and delivery of, and thereafter file or
          record  in  the  appropriate  governmental  office,  any  document  or
          instrument  supplementing  or  confirming  the  Security  Documents or
          otherwise  reasonably  deemed  necessary  by  Administrative  Agent to
          create,  preserve  or  perfect  any  Security Interest purported to be
          created  by  the  Security  Documents  or  to  fully  consummate  the
          transactions contemplated by the Loan Documents. The foregoing actions
          by Borrower shall include, without limitation, (i) filing financing or
          continuation  statements,  and  amendments thereof, and executing such
          mortgages, deeds of trust, assignments or security agreements, in form
          and substance satisfactory to Administrative Agent; (ii) delivering to
          Administrative  Agent  the  original  certificates  of title for motor
          vehicles,  or applications therefor duly executed, with Administrative
          Agent's  Security  Interest  for the benefit of Lenders properly shown
          thereon; (iii) delivering to Administrative Agent the originals of all
          instruments,  documents and chattel paper, and all other Collateral of
          which  Administrative  Agent  determines  it  should  have  physical
          possession  in  order  to  perfect  and protect Administrative Agent's
          Security Interest for the benefit of Lenders therein, duly endorsed or
          assigned  to Administrative Agent without restriction; (iv) delivering
          to Administrative Agent warehouse receipts covering any portion of the
          Collateral  located in warehouses and for which warehouse receipts are
          issued;  (v)  transferring  Inventory  to  warehouses  designated  by
          Administrative  Agent;  (vi)  delivering  to  Administrative Agent all
          letters  of  credit  on  which  Borrower  is  named beneficiary; (vii)
          placing  a  durable  notice of the existence of Administrative Agent's
          Security  Interest  for  the  benefit  of  Lenders,  acceptable  to
          Administrative  Agent,  upon  such  items  of  the  Collateral  as are
          designated by Administrative Agent; and (viii) placing a notice of the
          existence  of Administrative Agent's Security Interest for the benefit
          of  Lenders,  acceptable  to Administrative Agent, upon those writings
          evidencing  the  Collateral  and  the  books  and  records of Borrower
          pertaining  to  the Collateral, as designated by Administrative Agent.

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


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

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

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

          13.12.2.  INVENTORY  RECORDS.  Each  Covered  Person shall maintain an
          Inventory  system  satisfactory  to  Administrative  Agent.

          13.12.3.  TRACING  OF  PROCEEDS. Each Borrower shall maintain detailed
          and  accurate  accounting  and  records  of  proceeds of the Loans and
          transfers of proceeds of the Loans (i) received by it from the Lenders
          or Administrative Agent, (ii) transferred from it to any other Covered
          Person,  and (iii) received by it from another Borrower. Each Borrower
          acknowledges  that  its  ability to obtain the Loans hereunder is made
          possible  by  the  fact that the Borrowers are co-borrowers under this
          Agreement  and  the  other Loan Documents, and are engaged in a common
          enterprise.  Each  Borrower agrees that (i) the business operations of
          each  Borrower  and  each  other  Covered  Person are interrelated and
          complement  one  another,  and  such  entities  have a common business
          purpose  and  common  management,  and  (ii)  the proceeds of Advances
          hereunder  will  benefit  each  Borrower,  severally  and  jointly,
          regardless  of  which Borrower requests or receives part or all of any
          Advance.  Not  in  any  way  in limitation of any other provisions set
          forth herein, such books and records may be reviewed and copied by the
          Administrative Agent at Borrower's expense at reasonable intervals and
          upon  reasonable notice given by the Administrative Agent to Borrower.

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

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


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

     Each  Compliance  Certificate  shall be in the form of Exhibit 13.13, shall
contain  detailed  calculations  of  the  financial  measurements referred to in
Section 15 for the relevant periods, and shall contain statements by the signing
authorized  officer  (either  the  president,  any  vice  president or the chief
financial  officer) to the effect that, except as explained in reasonable detail
in  such  Compliance  Certificate,  (i)  the  attached  Financial Statements are
complete and correct in all material respects (subject, in the case of Financial
Statements  other  than  annual,  to  normal year-end audit adjustments and with
respect to Financial Statements other than annual, without footnote disclosures)
and  have  been prepared in accordance with GAAP applied consistently throughout
the  periods  covered  thereby  and  with  prior  periods  (except  as disclosed
therein), (ii) all of the Representations and Warranties are true and correct as
of the date such certification is given as if made on such date, and (iii) there
is  no  Existing  Default.  If  any  Compliance Certificate delivered to Lenders
discloses  that  a  representation  or warranty is not true and correct, or that
there is an Existing Default that has not been waived in writing by Lender, such
Compliance Certificate shall state what action Borrower has taken or proposes to
take  with  respect  thereto.

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

          13.14.1.  BORROWING  BASE  CERTIFICATE.  On  the  Effective  Date  and
          periodically  thereafter,  but  not  less often than monthly delivered
          within  15  days  following  the end of each fiscal month, a Borrowing
          Base  Certificate  in  substantially  the form of Exhibit 13.14.1 duly
          completed and signed by the Chief Financial Officer or other Borrowing
          Officer  of  the  Borrowing  Agent.  If  there is an Existing Default,
          Borrower  shall  provide  a Borrowing Base Certificate at least weekly
          and more often if so requested by Administrative Agent in its sole and
          absolute  discretion.  Each Borrowing Base Certificate shall be in the
          form  attached  hereto  as  Exhibit  13.14.1.  The  Borrowing  Base
          Certificate  shall  also  show  the  aggregate  amount of Accounts and
          Eligible  Accounts  of  Pomeroy  Select  Integration  Solutions,  Inc.

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


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

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

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

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

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

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

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

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

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

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

     13.17.  ANNUAL  PROJECTIONS. No less than 30 days prior to the first day of
     each  fiscal year of all Borrowers, projected balance sheets, statements of
     income  and  expense,  and  statements  of  cash


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     flows for such fiscal year and the fiscal year immediately thereafter, on a
     consolidated  basis, and with such other detail as Administrative Agent may
     require.

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

     13.19. EXAMINATIONS AND SITE VISITS BY ADMINISTRATIVE AGENT. Administrative
     Agent or Persons authorized by and acting on behalf of Administrative Agent
     or  any  Lender  may  at  any time (upon reasonable prior notice, except if
     there  is  an  Existing  Default, no prior notice shall be required) during
     normal  business  hours  examine  the  books,  records,  and assets of, and
     inspect  any  of  the  property,  locations  or operations of, each Covered
     Person  from  time  to  time,  and in the course thereof may make copies or
     abstracts  of  such books and records and discuss the affairs, finances and
     books and records of such Covered Person with its accountants, officers and
     employees,  and make such inspections as it deems necessary. Administrative
     Agent  may  undertake examinations up to one time in each fiscal quarter of
     Borrower  (or  shall  take  such  action one time in each fiscal quarter of
     Borrower  if  so  directed by the Required Lenders in writing), but, unless
     the  Required Lenders otherwise direct the Administrative Agent in writing,
     and  although Administrative Agent and Lenders reserve the right to perform
     one  examination  in  each  fiscal  quarter  of  Borrower  at  any  time,
     Administrative Agent may, in its discretion, perform such action only twice
     in  each  fiscal  year  of  Borrower  if Administrative Agent is reasonably
     satisfied that no issues of non-compliance have arisen in its last two most
     recently  completed  examinations  of  Borrower.  Each Covered Person shall
     cooperate  with  Administrative  Agent,  Lenders  and  such  Persons in the
     conduct  of  such  exams,  site visits and inspections and shall deliver to
     Administrative  Agent  any instrument necessary for Administrative Agent to
     obtain records from any service bureau maintaining records for such Covered
     Person.  Administrative  Agent  may,  while  there  is an Existing Default,
     perform  as many as examinations as it may choose, and Borrower is required
     to reimburse Administrative Agent for all fees, costs and expenses incurred
     in  connection  with  any  such  examinations  performed during an Existing
     Default.

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

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


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     perform  such appraisals. Borrower shall reimburse Administrative Agent for
     all  costs and reasonable expenses actually incurred by it in conducting or
     having  conducted  each  such  appraisal  plus Administrative Agent's other
     actual  out-of-pocket  costs  and  expenses.

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

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

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

     13.25.  ACQUISITION  DOCUMENTS.  Borrower  shall  fully  perform all of its
     obligations  under  all Acquisition Documents, and shall enforce all of its
     rights and remedies thereunder, in each case as it deems appropriate in its
     reasonable  business  judgment;  provided, however, that Borrower shall not
     take  any  action or fail to take any action which would result in a waiver
     or  other  loss  of  any  material  right or remedy of Borrower thereunder.
     Without  limiting  the generality of the foregoing, Borrower shall take all
     action  necessary  or  appropriate to permit, and shall not take any action
     which  would  have  any  adverse  effect  upon, the full enforcement of all
     indemnification  rights under all the Acquisition Documents. Borrower shall
     notify  Administrative  Agent  in  writing  promptly after Borrower becomes
     aware  thereof, of any event or fact which could give rise to a claim by it
     for indemnification under any of the Acquisition Documents for an amount in
     excess  of  $1,000,000, and shall diligently pursue such right and promptly
     report  to  Administrative  Agent  on all further developments with respect
     thereto.  Borrower  shall  remit  directly  to  Administrative  Agent,  for
     application  to  the Loan Obligations in such order as Administrative Agent
     determines,  all  amounts  received  by  Borrower  as  indemnification  or
     otherwise  pursuant  to  the Acquisition Documents. If Borrower fails after
     Administrative  Agent's  demand to pursue diligently any right under any of
     the  Acquisition  Documents,  or  if  there  is  an  Existing Default, then
     Administrative  Agent  may  directly  enforce  such  right  in  its  own or
     Borrower's  name  and  may  enter into such settlements or other agreements
     with  respect  thereto as Administrative Agent determines in its reasonable
     judgment. Notwithstanding the foregoing, Borrower shall at all times remain
     liable  to  observe and perform all of its duties and obligations under all
     the  Acquisition  Documents,  and Administrative Agent's exercise of any of
     its  rights  with respect to the Collateral shall not release Borrower from
     any  of  such  duties  or  obligations.  Administrative  Agent shall not be
     obligated  to  perform  or  fulfill any of Borrower's duties or obligations
     under  any  of the Acquisition Documents or to make any payment thereunder,
     or  to  make  any  inquiry as to the sufficiency of any payment or property
     received  by  it  thereunder or the sufficiency of performance by any party
     thereunder,  or  to  present  or  file  any claim, or to take any action to
     collect  or  enforce  any  performance  or  payment  of any amounts, or any
     delivery  of  any  property.


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

14.  NEGATIVE  COVENANTS.  Borrower  covenants and agrees that, while any of the
Commitments  remains  in  effect and until all of the Loan Obligations are fully
and  indefeasibly  paid in cash, until no Letters of Credit are outstanding, the
Letter of Credit Exposure is irreversibly zero, all of the Commitments have been
terminated,  and  the  Administrative  Agent  and  the  Lenders  have  no  other
commitment  to extend credit or make advances to or for the account of Borrower,
Borrower  shall  not, directly or indirectly, do any of the following, or permit
any  other  Borrower  or  any  other  Covered Person to do any of the following,
without  the  prior  written  consent  of  Required  Lenders:

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

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

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

          14.1.3.  Any  Investments  that  are  Permitted  Acquisitions.

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

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

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

          14.1.7.  Investments  by  Pomeroy  IT  Solutions,  Inc.,  Pomeroy  IT
          Solutions  Sales  Company,  Inc.,  or  Pomeroy  Computer  Resources
          Operations,  LLP  made  under  that  certain  Residual  Investment
          Participation  Addendum  to the Exclusive Vendor Agreement executed in
          connection  with  that  certain  Asset  Purchase  Agreement  among PCR
          Properties,  LLC,  PCR Holdings, Inc., Pomeroy IT Solutions, Inc., and
          Information  Leasing  Corporation  dated  as  of  February  27,  2002,
          provided  the  aggregate  dollar  amount  of such Investments does not
          exceed  Three  Million  Dollars  ($3,000,000).

          14.1.8.  If  there  is no Existing Default, and no Default or Event of
          Default  is  reasonably  likely  to  occur  from  the  making  of  an
          Investment,  Investments  not  otherwise


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          permitted  by  this  Section  14.1  of  up  to  Three  Million Dollars
          ($3,000,000)  in  the  aggregate  amount  outstanding at any one time.

          14.1.9.  Investments  held in overnight Investment accounts which such
          accounts are at a Lender or an Affiliate of a Lender, provided, during
          an  Existing  Default,  no such overnight Investment accounts shall be
          allowed.

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

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

          14.2.2.  The  Loan  Obligations.

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

          14.2.4.  Indebtedness  secured  by  Permitted  Security  Interests.

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

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

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

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

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          14.2.9.  Indebtedness  listed  on  section  11.20  of  the  Disclosure
          Schedule  and  any  earn-outs  associated  therewith.

          14.2.10.  Any  Preferred  Capital  Stock  to  the  extent  treated  as
          Indebtedness  under  GAAP,  if  such  Preferred  Capital  Stock  is
          subordinated  to  the Loan Documents and otherwise issued on terms and
          conditions  reasonably  satisfactory  to  the  Administrative  Agent.

          14.2.11.  If  there is no Existing Default, and no Default or Event of
          Default is reasonably likely to occur from the incurrence of unsecured
          Indebtedness,  the  incurrence of unsecured Indebtedness not otherwise
          permitted  by  this  Section  14.2  of  up  to  Three  Million Dollars
          ($3,000,000)  in  the  aggregate  principal  amount outstanding at any
          time.

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

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

     14.5.  INDIRECT  OBLIGATIONS.  Create,  incur, assume or allow to exist any
     Indirect  Obligations  except  (i)  Indirect  Obligations  existing  on the
     Execution  Date  and disclosed on section 11.21 of the Disclosure Schedule,
     and (ii) Indirect Obligations of a Borrower (other than PCR Holdings, Inc.)
     with  respect to Permitted Indebtedness of another Borrower (other than PCR
     Holdings,  Inc.),  including,  without  limitation,  any  such Indebtedness
     incurred  in  connection with a Permitted Acquisition or in connection with
     the  Obligations  of  another  Borrower  (other  than  PCR  Holdings, Inc.)
     incurred in such Borrower's (other than PCR Holdings, Inc.) ordinary course
     of  business  consistent  with  past  practices.

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

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

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

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


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

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

          14.6.6.  Security Interests resulting from a judgment or order entered
          against  a  Covered  Person  which  is  not  final and non-appealable,
          provided  the  loss  of the property subject to such Security Interest
          could  not  reasonably  be expected to have a Material Adverse Effect.

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

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

     14.7.  ACQUISITIONS.  Acquire  stock,  membership  interests,  partnership
     interests  or  any  other  equity  interest  in a Person, or acquire all or
     substantially  all  of the assets of a Person (including without limitation
     assets  comprising  all  or substantially all of an unincorporated business
     unit  or  division  of  any  Person),  or  all  or substantially all of the
     information technology assets or help desk assets of any Person, except for
     Permitted Acquisitions. "Permitted Acquisition" means an acquisition of the
     stock,  membership  interests,  partnership  interests, or any other equity
     interest in a Person, or the acquisition of all or substantially all of the
     assets  of  a Person (including without limitation assets comprising all or
     substantially  all  of  an  unincorporated business unit or division of any
     Person),  which  satisfies each of the following conditions: (i) a Borrower
     is  the  Acquiring  Company,  (ii)  if  the  acquisition is structured as a
     merger,  a  Borrower is the Surviving Company or if the Borrower is not the
     Surviving  Company, the Administrative Agent shall have at the time of such
     merger  a  first priority Security Interest on the assets of such Surviving
     Company,  (iii)  the  Target  Company is in a substantially similar line of
     business  as  a Borrower; (iv) there is no Existing Default, and no Default
     or Event of Default will occur or is reasonably likely to occur as a result
     of or due to such acquisition, (v) the Maximum Available Amount exceeds the
     Aggregate Revolving Loan by at least $5,000,000 after giving effect to such
     acquisition,  (vi)  the  purchase  price,  including  Seller notes, assumed
     indebtedness or similar items, but excluding any deferred purchase price or
     earn-outs,  together  with  all  expenses  incurred in connection with such
     acquisition  does  not  exceed $15,000,000 per acquisition, and $20,000,000
     per calendar year, provided, however, the ARC Acquisition shall be excluded
     from  the limitations in this clause (vi) and the ARC Acquisition shall not
     be  counted  towards  the  limitations  in  this  clause  (vi),  (vii)
     simultaneously with the closing of such acquisition, the Target Company (if
     such  Permitted  Acquisition  is structured as a purchase of equity) or the
     Surviving  Company  (if  such  Permitted  Acquisition  is  structured  as a
     purchase  of  assets  or  a merger) executes and delivers to Administrative
     Agent (a) such documents necessary to grant to Administrative Agent for the
     benefit  of  the  Lenders  a first priority Security Interest in all of the
     assets of such Target Company or Surviving Company (including the execution
     of  an  Acquisition  Documents  Assignment),  and


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     their  respective  Subsidiaries, each in form and substance satisfactory to
     Administrative Agent and (b) an unlimited Guaranty of the Loan Obligations,
     or at the option of Administrative Agent in Administrative Agent's absolute
     discretion,  a  joinder  agreement  satisfactory to Administrative Agent in
     which  such  Target  Company  or  Surviving  Company,  and their respective
     Subsidiaries  becomes  a Borrower under this Agreement and assumes primary,
     joint  and  several liability for the Loan Obligations, (viii) prior to the
     closing  of such acquisition, a Responsible Officer of Borrower delivers to
     Administrative  Agent  a  certificate certifying that such acquisition is a
     Permitted  Acquisition,  (ix)  such  acquisition  is  friendly, rather than
     hostile,  in  nature,  and  (x)  except with respect to help desk assets or
     information  technology  assets  with  an  aggregate  value  of  less  than
     $1,000,000  per  each  acquisition  in the aggregate, Borrower has, no less
     than  15  days  prior to making such acquisition, prepared and furnished to
     Administrative  Agent the proforma financial statements described below for
     the  Target  Company  (if  such  acquisition is structured as a purchase of
     equity)  or  the  Surviving Company (if such acquisition is structured as a
     purchase  of  assets  or  a  merger),  demonstrating to the satisfaction of
     Administrative  Agent that the Target Company, all Surviving Companies, and
     each  Borrower,  as  the  case may be, will be Solvent upon consummation of
     such  acquisition and upon the passage of time thereafter, and that none of
     the  covenants  in  Section  15  will  be violated as a consequence of such
     acquisition  or  with  the  passage  of  time thereafter, and a certificate
     demonstrating  that  the  Maximum  Available Amount will be great enough to
     allow  a  Revolving  Loan  Advance  to  be made in the amount Borrower will
     request  in  connection with the closing of such Permitted Acquisition, and
     Borrower  has  also  provided to Administrative Agent, no less than 15 days
     prior  to  making  such  acquisition,  copies  of  the  audited  financial
     statements  (if  available, or unaudited financial statements if no audited
     financial  statements  exist)  for  the Target Company for the three fiscal
     years  most  recently  ended  and, to the extent available, for each of the
     completed  fiscal  quarters  in  the then current fiscal year. The proforma
     financial  statements  referred to in clause (x) shall contain consolidated
     and  consolidating  balance  sheets,  income statements, statements of cash
     flows  and  such  other reports and disclosures of each Borrower as well as
     the  Target  Company  (if  such  Permitted  Acquisition  is structured as a
     purchase of equity) or the Surviving Company (if such Permitted Acquisition
     is  structured  as  a  purchase of assets or a merger) and shall cover such
     forecast  periods (up to 36 months from the proposed effective date of such
     Permitted  Acquisition),  as  Administrative  Agent  may  in its discretion
     require.

     14.8.  LEASES;  BAILMENTS;  CONSIGNMENTS;  WAREHOUSING. Store any Inventory
     with  a  value  in excess of $500,000 for each location that is at any time
     (i)  in  the  possession  or  control  of a warehouseman, bailee, consignee
     including  pursuant  to  an  express  or  implied  agreement establishing a
     bailment  or consignment, or similar arrangement, (ii) at any of Borrower's
     agents  or processors (not including any Person to whom Inventory is leased
     or  rented  in  the  ordinary course of such Covered Person's business), or
     (iii)  at  any location or premises that are not owned by Borrower, unless,
     in  each  case,  Administrative  Agent  has  received  written  waivers  or
     consents, in form and substance satisfactory to Administrative Agent, which
     such  written  waivers  or  consents  shall  include, without limitation, a
     waiver  of  all  present  and future Security Interests to which the owner,
     bailor,  or  lessor  or  any  mortgagee of such premises may be entitled to
     assert  against  the  Collateral.

     14.9.  DISPOSAL OF PROPERTY. Sell, transfer, exchange, or otherwise dispose
     of  any  of  its assets. Notwithstanding the foregoing (i) any Borrower may
     transfer any assets or equity interest or assign any Permitted Indebtedness
     to  any  other Borrower (other than to PCR Holdings, Inc.) that it acquires
     or assumes, as the case may be, in a Permitted Acquisition, and (ii) unless
     a Default or Event of Default has occurred and is continuing (in which case
     any  of  the following shall be prohibited), Borrower may sell, transfer or
     otherwise  dispose  of  Inventory  or  obsolete  equipment


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     in  the ordinary course of business consistent with past practice, provided
     that  all  proceeds of such sales, transfers or other dispositions shall be
     deposited  into  the  Lockboxes.

     14.10.  DISTRIBUTIONS. Directly or indirectly declare or make, or incur any
     liability  to  make,  any  Distribution  to  any  Person  except:

          14.10.1.  If  there  is no Existing Default and no Default or Event of
          Default  is  reasonably  likely  to  occur,  up  to  $5,000,000 in the
          aggregate  per  calendar  year  in  one or more series of transactions
          (excluding any redemption of Preferred Capital Stock, which is covered
          exclusively  in  Section  14.10.2).

          14.10.2.  If  there  is no Existing Default and no Default or Event of
          Default  is  reasonably  likely  to occur, the redemption of Preferred
          Capital  Stock in one or more series of transactions, up to the lesser
          of  (A)  Ten Million Dollars ($10,000,000) in the aggregate during the
          term  of  this Agreement, and (B) the Dollar amount of all outstanding
          Preferred  Capital  Stock.

     14.11.  CHANGE OF CONTROL. In the case of Pomeroy IT Solutions, Inc., merge
     or  consolidate with or into another Person, or permit any Person or Group,
     to  become  the  record  or  beneficial owner, directly or indirectly, on a
     fully  diluted  basis, of securities representing 50% or more of the voting
     power  of  Pomeroy  IT Solutions, Inc.'s then outstanding securities having
     the  power  to  vote  or  50%  or more of Pomeroy IT Solutions, Inc.'s then
     outstanding  capital  stock, or to acquire the power to elect a majority of
     the  Board  of  Directors  of Pomeroy IT Solutions, Inc. In the case of any
     Covered  Person other than Pomeroy IT Solutions, Inc., merge or consolidate
     with  or  into another Person, provided, however, that a Covered Person may
     merge  into or with a Borrower if (i) such Borrower is the surviving entity
     (except  no  Covered  Person may merge with or into PCR Holdings, Inc.) and
     (ii) simultaneously with such merger or consolidation, Administrative Agent
     has  a  first  priority  Security  Interest  on all of such entity's assets
     (except  for  Permitted  Security  Interests on any such assets); or in the
     case  of  any  Covered Person other than Pomeroy IT Solutions, Inc., permit
     any  Person or Group, other than one or more other Borrowers, to become the
     record  or  beneficial  owner,  directly  or indirectly, on a fully diluted
     basis,  of  any  securities  representing  any  of the voting power of such
     Covered  Person  or  any  of such Covered Person's then outstanding capital
     stock  or  other  equity  interests,  or  to acquire the power to elect any
     Person  to the Board of Directors (or other management position in the case
     of  Covered  Persons  which  are  not  corporation) of such Covered Person.

     14.12.  CAPITAL  STRUCTURE;  EQUITY  SECURITIES. (i) Except as permitted by
     clause(iii)  of  this  Section 14.12 hereof, make any change in the capital
     structure  of  any Covered Person; (ii) change any Charter Documents of any
     Covered Person which has or is reasonably likely to have a Material Adverse
     Effect on any Covered Person or which will or is reasonably likely to cause
     a  Default or Event of Default; or (iii) issue or create any stock or other
     equity  interest  (or class or series thereof), or non-equity interest that
     is  convertible  into  stock  or  other equity interest (or class or series
     thereof),  in  any  Covered  Person,  except  stock,  membership interests,
     partnership  interests  or  other  equity  interests  (or  class  or series
     thereof)  that  are  subordinated  in  right  of  payment  to  all the Loan
     Obligations  in a manner satisfactory to Administrative Agent and issued on
     terms  and  conditions  satisfactory  to  Administrative  Agent.

     14.13. CHANGE OF STATE OF FORMATION; CHANGE OF NAME. Make any change in the
     state  of incorporation or formation of organization of any Covered Person,
     change  its type of legal entity, or change its legal name as it appears on
     any  certificates or articles of organization or formation. Make any change
     in  the  trade  names  or  styles  under  which  a Covered Person will sell
     Inventory  or  create  Accounts,  or  to  which  instruments  in payment of
     Accounts  may  be  made  payable,


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     except  in  accordance  with  the terms of Section 13.10.9 with at least 30
     days  prior  written  notice to Administrative Agent of such change (unless
     Administrative  Agent  agrees  in  writing  to  a  shorter  period).

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

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

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

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

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

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

     14.20.  NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary unless
     Borrower  has  obtained  the  prior written consent of Administrative Agent
     thereto  (which consent shall not be unreasonably withheld) and within five
     Business Days (unless Administrative Agent consents, in its sole discretion
     to  a  longer period of time up to but not exceeding thirty days) following
     the  organization,  creation  or  acquisition  of  such  Subsidiary,  the
     applicable  Covered  Person  and  such  Subsidiary executes and delivers to
     Administrative  Agent  for  the benefit of Lenders the following additional
     documents:  all  Charter  Documents  of  such  new Subsidiary, an unlimited
     Guaranty  of the Loan Obligations by such Subsidiary or a joinder agreement
     to  this  Agreement  and the Loan Documents, a pledge of the capital stock,
     partnership  interests,  or  membership interests of such Covered Person in
     such  Subsidiary,  and other Security Documents requested by Administrative
     Agent  so as to grant Administrative Agent, for the benefit of the Lenders,
     a  perfected,  first  priority  security  interest in all real and personal
     property  of  such  Subsidiary.

     14.21.  FISCAL  YEAR.  Change  its  fiscal  year.

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

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


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

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

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

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

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

15.  FINANCIAL  COVENANTS.

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

     "Capital  Expenditure"--  an  expenditure  for  an  asset  that  must  be
depreciated  or  amortized under GAAP, for goodwill, or for any asset that under
GAAP  must  be  treated  as a capital asset. An expenditure for purposes of this
definition  includes  any  deferred  or  seller financed portion of the purchase
price  of  an asset and includes the Capital Expenditure Equivalent of a Capital
Lease.  Capital  Expenditures  do  not include the amount expended in connection
with  any  Permitted Acquisition or any expenditure made with insurance proceeds
to  the  extent  used  to  replace  or  repair  damaged  fixed  assets and plant
equipment.

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

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

     "Fixed  Charges"  means,  for  any  period  of  calculation, the sum of (i)
Interest  Expense, (ii) the sum of all scheduled principal payments on long term
Indebtedness  of  Borrower  (including  mandatory payments on the Term Loan, but
excluding  all scheduled principal payments on the Subordinated Indebtedness (so
long  as  there  is  no breach by the Subordinated Lender or the Borrower to any
Subordination  Agreement)  and current maturities of "leasehold indebtedness" as
determined  under  GAAP), (iii) federal, state and local income taxes paid, (iv)
Capital  Expenditures  (excluding  permitted  expenditures  for  Permitted
Acquisitions  or  acquisitions  otherwise  consented  to  in writing by Required
Lenders),  (v) dividends and distributions paid or declared, and (vi) the sum of
all  scheduled  payments  under  all  Capital  Leases.  Notwithstanding  (v)
immediately  above,  the  calculation  of  Fixed  Charges  shall exclude for the
trailing  four  fiscal  quarters  effected  thereby, an aggregate of Ten Million
Dollars  ($10,000,000)  of  cash  dividends  declared  and  paid  by  Pomeroy IT
Solutions,  Inc.  (formerly  known  as


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Pomeroy  Computer Resources, Inc.) on its common stock on or after July 21, 2003
but  on  or  before June 25, 2004 if such dividends are permitted to be declared
and  paid  under  the  terms  of  this  Agreement  and the other Loan Documents.

     "Intangibles"  means  at any date, all general intangibles (as that term is
defined  in  the  UCC);  accounts  receivable  and  advances  due from officers,
directors,  members,  owners, employees, stockholders and Affiliates, including,
without  limitation,  all  Investments  permitted  by  Section 14.1.8; leasehold
improvements  net of depreciation; licenses; good will; prepaid expenses; escrow
deposits;  covenants  not  to  compete;  the  excess  of cost over book value of
acquired assets; franchise fees; organizational costs; finance reserves held for
recourse obligations; capitalized research and development costs; and such other
similar  items  as  Administrative  Agent  may  from  time  to time determine in
Administrative  Agent's  sole  discretion.

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

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

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

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

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

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

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

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


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of  the  Loans made on the first of a month shall be deemed to have been made on
the  immediately  preceding  day.

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

     15.2. MINIMUM TANGIBLE NET WORTH. Each Borrower covenants that Tangible Net
     Worth  on  the  last  day  of each fiscal quarter shall be no less than (i)
     beginning with the fiscal quarter in which the Effective Date occurs, as of
     the  last  day  of  such fiscal quarter, not less than Seventy Five Million
     Dollars ($75,000,000), and (ii) as of any fiscal quarter end thereafter, an
     amount  of  not  less than the sum of (x) Seventy Five Percent (75%) of Net
     Income  during  the fiscal quarter then-ended plus (y) the minimum Tangible
     Net  Worth  required as of the prior fiscal quarter end (if Net Income is a
     negative number for any fiscal quarter (e.g. a loss), such amount shall not
     reduce  Borrower's Tangible Net Worth for that fiscal quarter, and shall be
     disregarded for all future Tangible Net Worth calculations so that any such
     negative  number  shall  not reduce the minimum Tangible Net Worth required
     hereunder  for  any  subsequent fiscal quarter). In addition, the following
     shall  be  added  to  the  calculation  of  Tangible Net Worth: (A) the tax
     effected  impact  of  restructuring  charges as outlined in Emerging Issues
     Task  Force  (EITF)  pronouncement  #'s  94-3  and  95-3,  and  (B)  other
     extraordinary  items  as defined in APB Opinion #'s 9 and 30 up to, for the
     amounts  described  in  clauses  (A)  and  (B),  of  Ten  Million  Dollars
     ($10,000,000)  in  the  aggregate  during  the  term  of  this  Agreement.

     15.3. MAXIMUM NET LOSS AFTER TAX. Each Borrower covenants that its Net Loss
     after tax for the two fiscal quarter period then ended, as set forth in its
     income  statement  for the most recent fiscal quarter end, plus (A) the tax
     effected  impact  of  restructuring  charges as outlined in Emerging Issues
     Task  Force  (EITF)  pronouncement  #'s  94-3  and  95-3,  and  (B)  other
     extraordinary  items  as defined in APB Opinion #'s 9 and 30 up to, for the
     amounts  described  in  clauses  (A)  and  (B),  of  Ten  Million  Dollars
     ($10,000,000)  in  the  aggregate  during  the  term  of  this  Agreement,
     calculated  as  of the last day of each fiscal quarter, shall be no greater
     than  four percent (4.0%) of Tangible Net Worth for the fiscal quarter then
     ended.

     15.4. MINIMUM FIXED CHARGE COVERAGE. Each Borrower covenants that the ratio
     of  Borrower's  EBITDA  calculated as of the day of each fiscal quarter for
     the  four fiscal quarter then ended, to Fixed Charges, calculated as of the
     last  day  of  each  fiscal quarter for the four fiscal quarter period then
     ended, shall be no less than 1.750:1.00 for any fiscal quarter ending after
     the  Effective  Date.

     15.5.  MAXIMUM TOTAL FUNDED INDEBTEDNESS TO EBITDA. Each Borrower covenants
     that  the  ratio  of  Total  Funded  Indebtedness as of the last day of any
     fiscal  quarter,  to  EBITDA,  calculated as of the last day of each fiscal
     quarter  for  the  four  fiscal quarter period then ended, shall be no more
     than  2.75:1.00  for  any  fiscal  quarter ending after the Effective Date.

16.  DEFAULT.

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

          16.1.1.  FAILURE  TO PAY PRINCIPAL OR INTEREST. Failure of Borrower to
          pay (i) any interest accrued on any of the Loans when due, or (ii) any
          principal of the Loans when due; provided, however, it shall not be an
          Event  of  Default  with  respect  to  the payment of any principal or
          interest  on  any  Floorplan  Loan or Interim Floorplan Loan until the


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          occurrence of a Floorplan Payment Default. "Floorplan Payment Default"
          means  any  failure by Borrower to make any payment, under a Statement
          of  Transaction  by the tenth (10th) day following the last day of the
          no interest period set forth in a Statement of Transaction. "Floorplan
          Payment  Default"  shall  not  mean or include, and shall exclude, any
          deductions,  offsets  or  other  disputes made or asserted by Borrower
          which  are  accepted  by  or  under  good  faith  negotiation  with
          Administrative  Agent.

          16.1.2.  FAILURE TO PAY CERTAIN OTHER AMOUNTS OWED TO LENDERS. Failure
          of  Borrower  to pay any of the Loan Obligations (other than principal
          of the Loans or interest accrued thereon and other than Administrative
          Agent's costs and expenses Borrower is required to pay pursuant to the
          terms of Section 13.19 and Section 13.21) within 5 days after the date
          when  due.

          16.1.3.  FAILURE  TO  PAY  EXAMINATION AND APPRAISAL COSTS. Failure of
          Borrower  to  pay  any  of  Administrative  Agent's costs and expenses
          required to be paid by Borrower pursuant to the terms of Section 13.19
          and  Section  13.21  within  10  days  after  the  date  when  due.

          16.1.4.  FAILURE  TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of any
          Covered Person to make any payment due on Indebtedness of such Covered
          Person  which such Indebtedness is over $1,000,000 in the aggregate to
          Persons  (other  than  Indebtedness  owed  to  Lenders  under the Loan
          Documents  and  other  than  Indebtedness owed to any Covered Person's
          trade  creditors  in  connection  with  the  purchase  of such Covered
          Person's  Inventory  from  such  trade  creditors)  and  which failure
          continues unwaived beyond any applicable grace period specified in the
          documents  evidencing  such  Indebtedness.

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

          16.1.6.  CERTAIN  COVENANTS  WITH CURE PERIODS. Failure of any Covered
          Person  to  comply  with  any  covenant  in Section 13 (other than the
          covenants  set  forth  in Section 13.13, Section 13.14, Section 13.17,
          Section  13.19,  Section  13.20,  Section  13.21,  Section  13.22, and
          Section  13.23)  which  is  not cured within 10 days after the initial
          occurrence  of such failure, provided noncompliance with such covenant
          can  be  cured  within  such  10 day period and provided that Borrower
          works  diligently  and  in  good  faith to cure any such noncompliance
          during  such  period.

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

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

          16.1.9. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation (other than
          a Loan Obligation) of a Covered Person for the repayment of $1,000,000
          in  the aggregate or more of borrowed money is accelerated, or becomes
          or  is  declared  to  be  due  and  payable


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          or  required  to  be  prepaid  (other  than by an originally scheduled
          prepayment)  prior  to  the  original  maturity  thereof.

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

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

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

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


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          Available  Amount  (during the period from the date such settlement is
          reached  until  such  settlement  amount  has  been  paid).

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

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

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

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

          16.1.18. LOAN DOCUMENTS; SECURITY INTERESTS. For any reason other than
          the failure of Administrative Agent to take any action available to it
          to  maintain  perfection of the Security Interests created in favor of
          Administrative  Agent  for the benefit of Lenders pursuant to the Loan
          Documents,  any Loan Document ceases to be in full force and effect or
          any  Security  Interest  with respect to any portion of the Collateral
          intended  to  be  secured  thereby  ceases  to  be,  or is not, valid,
          perfected  and  prior  to all other Security Interests (other than the
          Permitted  Security  Interests,  and  other  than  sales  of Inventory


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          and  Equipment  expressly  permitted  hereunder  made  in the ordinary
          course  of  business, to a bona fide purchaser, for fair market value,
          if  all  of the proceeds thereof are delivered to Administrative Agent
          as  set  forth  herein)  or is terminated, revoked or declared void or
          invalid,  or Borrower or any Covered Person contests or denies that it
          has  any  liability  or  obligation  under  any  agreement,  term,  or
          condition  contained  in  any  Loan Document to which Borrower or such
          Covered  Person  is  a  party.

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

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

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

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

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

     16.3.  RIGHTS  AND  REMEDIES.

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

          16.3.2.  ACCELERATION;  FUNDING. Upon an Event of Default described in
          Section  16.1.12,  all  of  the  outstanding  Loan  Obligations  shall
          automatically  become  immediately due and payable. From and after the
          date  the  Lenders have knowledge of an Event of Default under Section
          16.1.1,  no further Advances shall be made unless the Required Lenders
          approve in writing any further Advances or unless the Required Lenders
          waive in writing such Event of Default. Upon the occurrence and during
          the  continuance  of  any  other  Event  of  Default,  and at any time
          thereafter,  (i)  the


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          Administrative  Agent may or, at the direction of the Required Lenders
          shall,  cease  making Advances, and (ii) the Required Lenders in their
          sole  and  absolute discretion may declare all of the outstanding Loan
          Obligations immediately due and payable. Any such acceleration may be,
          in  either  case,  without  presentment, demand or notice of any kind,
          which  Borrower  expressly  waives.

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

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

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


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          change  the  address  for  delivery  of  Borrower's mail to an address
          designated  by  Administrative  Agent and to receive, open and process
          all  mail  addressed  to  Borrower.

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

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

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

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

               16.3.8.2.  Administrative  Agent may sell or otherwise dispose of
               any  or  all  of  the  Collateral  at public or private sale in a
               commercially  reasonable  manner, which sale Administrative Agent
               may  postpone  from  time to time by announcement at the time and
               place  of sale stated in the notice of sale or by announcement at
               any adjourned sale without being required to give a new notice of
               sale,  all  as  Administrative Agent deems advisable, for cash or
               credit.  A  Lender  may  become the purchaser at any such sale if
               permissible  under  applicable Law, and Borrower agrees that such
               Lender has no obligation to preserve rights to Collateral against
               prior parties or to marshal any Collateral for the benefit of any
               Person.  Borrower  agrees that if Administrative Agent conducts a
               private  sale of any Collateral by requesting bids from 5 or more
               dealers, distributors, or lessors in that type of Collateral, any
               sale  by  Administrative  Agent of such Collateral, in bulk or in
               parcels,  to the bidder submitting the highest cash bid therefor,
               which  occurs  within  120  days  of  the  later  to occur of (a)
               Administrative  Agent  taking  possession  and  control  of  such
               Collateral,  or  (b)  Administrative  Agent  being  otherwise
               authorized  or  permitted  to  sell  such  Collateral,  is  a
               commercially  reasonable  sale  of such Collateral under the UCC.
               Borrower  further agrees that 10 (ten) or more days prior written
               notice  will  be  commercially reasonable notice of any public or
               private sale. Borrower agrees that the purchase of any Collateral
               by  a Vendor, as provided in any agreement between Administrative
               Agent  and  the  Vendor  or  GECDF  and Vender, is a commercially
               reasonable  disposition  and  private  sale


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               of  such  Collateral under the UCC, and no request for bids shall
               be  required.  Borrower  irrevocably  waives any requirement that
               Administrative  Agent  retain  possession  and not dispose of any
               Collateral until after an arbitration hearing, arbitration award,
               confirmation,  trial  or  final judgment. If Administrative Agent
               disposes  of  any  such  Collateral  other  than  as  herein
               contemplated,  the  commercial reasonableness of such disposition
               will  be  determined  in  accordance  with  the laws of the state
               governing  this  Agreement.

          16.3.9.  JOINT  AND SEVERAL. Each Obligation and liability of Borrower
          to  Administrative  Agent,  each  Lender, and Letter of Credit Issuer,
          including  the Loan Obligations, are the joint and several obligations
          of  Borrower,  and Administrative Agent, any Lender, and the Letter of
          Credit  Issuer,  may  proceed  directly  against  any Borrower, or all
          Borrowers,  or  any  Guarantor,  or  any  Collateral,  or  all  of the
          foregoing,  or  any  one  of  the  foregoing or any combination of the
          foregoing,  without  first  proceeding  against  Borrower  or  any
          Collateral,  or  without  joining  all  Persons  liable or potentially
          liable  for  any  portion  of the Loan Obligations in one action. Each
          Borrower  shall be jointly and severally liable as primary obligor and
          not  merely  as  surety  for repayment of all Loan Obligations arising
          under the Loan Documents. Such joint and several liability shall apply
          to Borrower regardless of whether any Advance was only requested by or
          on  behalf  of  or  made  to any other Borrower or the proceeds of any
          Advance  were  used  only by or on behalf of any other Borrower or any
          indemnification  Obligation  or  any  other Obligation arose only as a
          result  of  the  action of any other Borrower. If any Borrower makes a
          payment  in  respect  of  the Loan Obligations hereunder and under the
          other  Loan  Documents,  it  shall  have  the  rights  of contribution
          described  in  this  Section  below  against  the  other  Borrower  or
          Borrowers; provided that such Borrower shall not exercise its right of
          contribution  until  all  of  the  Loan  Obligations  are  fully  and
          indefeasibly  paid in full in cash and satisfied, no Letters of Credit
          are  outstanding  and  the  Letter  of Credit Exposure is zero and the
          Commitments  are  terminated  and Administrative Agent and the Lenders
          have  no  further obligation to extend credit to or for the account of
          any  Borrower;  provided, however, that Administrative Agent is hereby
          granted,  for  the benefit of the Lenders, a Security Interest in such
          right  of  contribution  and may enforce such right during an Existing
          Default.  It  is  the  intent  of  Borrower, Administrative Agent, the
          Lenders,  and  the  Letter  of  Credit  Issuer that Borrower's maximum
          obligation to repay the Loan Obligations hereunder and under the other
          Loan  Documents  (the  "Loan  Obligation  Limit") shall not exceed the
          greater  of  (i)  the amount actually borrowed or received directly or
          indirectly  by  such Borrower with respect thereto and (ii) the amount
          which  is  $1.00  less  than  the  amount  which,  if recorded by such
          Borrower  as  a  liability, would render such Borrower not Solvent. To
          the  extent  that  any  Borrower  makes  a  payment on any of the Loan
          Obligations  (a  "Loan  Obligation  Payment"),  such  Borrower  (the
          "Entitled  Borrower")  is entitled to contribution and indemnification
          from,  and  reimbursement  by,  each  other  Borrower (a "Contributing
          Borrower")  in  the  amount  of  the  Contribution  Obligation of such
          Contributing  Borrower  hereunder.  The "Contribution Obligation" of a
          Contributing  Borrower  with respect to the Loan Obligation Payment of
          an  Entitled  Borrower  is  an  amount equal to the greater of (1) the
          lesser  of  (x)  such Contributing Borrower's Loan Obligation Limit at
          the time the Loan Obligation Payment is made and (y) such Contributing
          Borrower's Allocable Share of the Loan Obligation Payment, and (2) the
          amount  of all proceeds from the Loan Obligations actually received by
          such  Contributing  Borrower  or  applied  by  the  recipient  thereof
          directly  or indirectly for the benefit of such Contributing Borrower,
          less  the  sum  of  any  repayments  thereof  and  any Loan Obligation
          Payments  made  by  such  Contributing  Borrower prior to the time the
          applicable Loan Obligation Payment is made. The "Allocable Share" of a


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          Contributing  Borrower  is  a fraction, the numerator of which is such
          Contributing  Borrower's  Loan  Obligation  Limit  at  the  time  the
          applicable  Loan  Obligation  Payment  is  made and the denominator of
          which  is  the  sum  of  the  Loan  Obligation  Limits  of  all of the
          Contributing  Borrowers  (plus  a  similarly  computed  amount for any
          Guarantor which has a similar obligation to make a contribution) as of
          such  time.

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

     16.4. APPLICATION OF FUNDS. Any funds received by Lenders or Administrative
     Agent  for the benefit of Lenders with respect to any Loan Obligation after
     its  Maturity,  including  proceeds  of  Collateral,  shall  be  applied as
     follows: (i) first, to reimburse Lenders based on their respective pro-rata
     shares  for  any amounts due to Lenders under Section 18.6; (ii) second, to
     reimburse  to Administrative Agent all unreimbursed costs and expenses paid
     or  incurred  by  Administrative  Agent that are payable or reimbursable by
     Borrower  hereunder;  (iii)  third,  to reimburse to Lenders based on their
     respective  Pro-  Rata  Shares  for unreimbursed costs and expenses paid or
     incurred  by  Lenders  (including  costs  and  expenses  incurred  by
     Administrative  Agent  as a Lender that are not reimbursable as provided in
     the  preceding  clause)  that  are  payable  or  reimbursable  by  Borrower
     hereunder;  (iv)  fourth,  to  the  payment  of accrued and unpaid fees due
     hereunder and all other amounts due hereunder and to cash collateralize (at
     105%  of  the  face  amount) any letters of credit issued by Administrative
     Agent  or  its  Affiliates  (other  than  the  Loans  and  interest accrued
     thereon);  (v)  fifth,  to  the payment of interest accrued on the Loans to
     each  of  Lenders  based  on  their  respective pro-rata shares; and to the
     payment  (pari  passu  with  the  foregoing) of any Interest/Currency Hedge
     Obligations; (vi) sixth, to the payment of the Loans of each of Lenders, in
     such  order as each Lender determines in its absolute discretion; and (vii)
     seventh,  to  the  payment  of  the  other  Loan  Obligations based on each
     Lender's respective pro-rata shares. Any remaining amounts shall be applied
     to  payment  of  all  the  Obligations to Administrative Agent. Any further
     remaining  amounts shall be paid to Borrower or such other Persons as shall
     be legally entitled thereto. Except as expressly provided otherwise herein,
     Lenders  may  apply,  and reverse and reapply, payments and proceeds of the
     Collateral  to  the  Loan  Obligations  in such order and manner as Lenders
     determine  in their absolute discretion. Borrower hereby irrevocably waives
     the  right  to  direct  the  application  of  payments  and proceeds of the
     Collateral. Notwithstanding the foregoing, the Administrative Agent and the
     Lenders  may,  with respect to the Aggregate Floorplan Loan Facility apply:
     (i)  at  any  time,  payments  to  reduce  finance  charges  first and then
     principal,  regardless  of  Borrower's  instructions;  and  (ii)  principal
     payments  to  the  oldest  (earliest)  invoice  for  Collateral financed by
     Administrative  Agent  and  Lenders  under  the  Aggregate  Floorplan  Loan
     Facility  (including  the  Interim  Floorplan  Loan  Facility), but, in any
     event,  all  principal  payments  will  first be applied to such Collateral
     financed  by Administrative Agent and Lenders under the Aggregate Floorplan
     Loan  Facility  (including  the  Interim  Floorplan Loan Facility) which is
     sold,  lost,  stolen,  damaged, rented, leased, or otherwise disposed of or
     unaccounted  for.

     16.5.  LIMITATION  OF  LIABILITY;  WAIVER. Administrative Agent and Lenders
     shall  not be liable to Borrower as a result of any commercially reasonable
     possession,  repossession,  collection  or  sale by Administrative Agent of
     Collateral;  and  Borrower  hereby waives all rights of redemption from any
     such  sale  and the benefit of all valuation, appraisal and exemption Laws.
     If  Administrative  Agent seeks to take possession of any of the Collateral
     by  replevin or other court process, Borrower hereby irrevocably waives (i)
     the  posting of any bonds, surety and security relating thereto required by
     any  statute,  court  rule  or otherwise as an incident to such possession,


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     (ii)  any demand for possession of the Collateral prior to the commencement
     of  any suit or action to recover possession thereof, (iii) any requirement
     that  Administrative  Agent  retain  possession  and  not  dispose  of  any
     Collateral  until  after  trial  or  final judgment, and (iv) to the extent
     permitted  by applicable Law, all rights to notice and hearing prior to the
     exercise  by  Administrative  Agent  of  Administrative  Agent's  right  to
     repossess  the Collateral without judicial process or to replevy, attach or
     levy  upon  the  Collateral without notice or hearing. Administrative Agent
     shall have no obligation to preserve rights to the Collateral or to marshal
     any  Collateral  for  the  benefit  of  any  Person.

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

17.  ADMINISTRATIVE  AGENT  AND  LENDERS.

     17.1.  APPOINTMENT,  POWERS,  AND  IMMUNITIES.  GECDF  is  hereby appointed
     Administrative  Agent hereunder and under each of the other Loan Documents.
     Each  Lender  hereby irrevocably appoints and authorizes the Administrative
     Agent to act as its agent under this Agreement and the other Loan Documents
     with  such  powers  and  discretion  as  are  specifically delegated to the
     Administrative  Agent  by  the  terms  of this Agreement and the other Loan
     Documents,  together  with  such  other powers as are reasonably incidental
     thereto.  The Administrative Agent (which term as used in this sentence and
     in Section 18.5 and the first sentence of Section 18.6 hereof shall include
     its  Affiliates  and  its  own  and  its  Affiliates'  officers, directors,
     employees,  representatives,  and agents): (a) shall not have any duties or
     responsibilities  except  those  expressly  set forth in this Agreement and
     shall  not  be  a  trustee  or  fiduciary  for any Lender; (b) shall not be
     responsible  to  the Lenders for any recital, statement, representation, or
     warranty  (whether  written or oral) made in or in connection with any Loan
     Document  or  any certificate or other document referred to or provided for
     in,  or received by any of them under, any Loan Document, or for the value,
     validity, effectiveness, genuineness, enforceability, or sufficiency of any
     Loan Document, or any other document referred to or provided for therein or
     for any failure by any Covered Person or any other Person to perform any of
     its  obligations  thereunder;  (c) shall not be responsible for or have any
     duty to ascertain, inquire into, or verify the performance or observance of
     any  covenants  or  agreements by any Covered Person or the satisfaction of
     any  condition or to inspect the property (including the books and records)
     of  any  Covered Person or any of its Subsidiaries or Affiliates; (d) shall
     not  be  required  to  initiate  or  conduct  any  litigation or collection
     proceedings  under  any  Loan  Document  (other  than  normal  collection
     procedures  from  the  Lockboxes); and (e) shall not be responsible for any
     action  taken  or omitted to be taken by it under or in connection with any
     Loan  Document,  except for its own gross negligence or willful misconduct.
     The  Administrative Agent may employ agents and attorneys-in-fact and shall
     not  be  responsible for the negligence or misconduct of any such agents or
     attorneys-in-fact  selected  by  it  with  reasonable  care.

     17.2.  RELIANCE  BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
     entitled  to  rely  upon any certification, notice, instrument, writing, or
     other  communication  (including,  without  limitation,  any  thereof  by
     telephone or telecopy) believed by it to be genuine and correct and to have
     been  signed, sent or made by or on behalf of the proper Person or Persons,
     and  upon advice and statements of legal counsel (including counsel for any
     Covered Person), independent accountants, and other experts selected by the
     Administrative Agent. The Administrative Agent may deem and treat the payee
     of  any Note as the holder thereof for all purposes hereof unless and until
     the  Administrative Agent receives and accepts an Assignment and Acceptance
     executed  in


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     accordance  with  this  Agreement. As to any matters not expressly provided
     for  by  this  Agreement, the Administrative Agent shall not be required to
     exercise any discretion or take any action, but shall be required to act or
     to  refrain  from  acting  (and  shall  be  fully protected in so acting or
     refraining  from acting) upon the instructions of the Required Lenders, and
     such  instructions  shall  be  binding  on  all  of  the Lenders; provided,
                                                                       --------
     however,  that  the  Administrative Agent shall not be required to take any
     -------
     action  that exposes the Administrative Agent to personal liability or that
     is contrary to any Loan Document or applicable Law or unless it shall first
     be  indemnified  to  its  satisfaction  by  the Lenders against any and all
     liability  and  expense which may be incurred by it by reason of taking any
     such  action.

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

     17.4.  DEFAULTS.  The  Administrative  Agent  shall  not  be deemed to have
     knowledge  or  notice  of  the  occurrence of a Default or Event of Default
     unless  the  Administrative Agent has received written notice from a Lender
     or  the  Borrower  specifying  such Default or Event of Default and stating
     that  such  notice  is  a  "Notice  of  Default".  In  the  event  that the
     Administrative  Agent receives such a written notice of the occurrence of a
     Default  or  Event of Default, the Administrative Agent shall promptly give
     notice  thereof  to the Lenders. The Administrative Agent shall (subject to
     Section 17.2 hereof) take such action with respect to such Default or Event
     of  Default  as  shall  be directed by the Required Lenders, provided that,
                                                                  -------- ----
     unless  and  until  the  Administrative  Agent  shall  have  received  such
     directions,  the  Administrative  Agent may (but shall not be obligated to)
     take  such action, or refrain from taking such action, with respect to such
     Default or Event of Default as it shall deem advisable in the best interest
     of  the  Lenders.

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

     17.6.  INDEMNIFICATION.  The  Lenders  agree to reimburse and indemnify the
     Administrative  Agent  (to  the  extent  not  reimbursed under the terms of
     Section  18.6,  but  without limiting the obligations of the Borrower under
     such  Section) in accordance with their respective pro-rata shares, for any
     and  all  liabilities,  obligations,  losses,  damages, penalties, actions,
     judgments,  suits,  costs, expenses (including reasonable attorneys' fees),
     or  disbursements of any kind and nature whatsoever that may be imposed on,
     incurred  by  or  asserted  against  the  Administrative  Agent


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     (including by any Lender) in any way relating to or arising out of any Loan
     Document  or  the  transactions contemplated thereby or any action taken or
     omitted  by the Administrative Agent under any Loan Document; provided that
                                                                   --------
     no Lender shall be liable for any of the foregoing to the extent they arise
     from  the  gross  negligence  or  willful  misconduct  of  the Person to be
     indemnified.  Without  limitation  of  the foregoing, each Lender agrees to
     reimburse  the  Administrative  Agent promptly upon demand for its pro-rata
     share  of  any  costs or expenses payable by the Borrower to Administrative
     Agent  under this Agreement or the other Loan Documents, to the extent that
     the  Administrative  Agent  is  not  promptly reimbursed for such costs and
     expenses  by  the  Borrower.  If Lenders reimburse Administrative Agent and
     Administrative  Agent  subsequently  receives  reimbursement from Borrower,
     Administrative Agent shall promptly remit to the Lenders (without interest)
     their  pro-rata  share  of  such  reimbursement  received from Borrower. If
     Administrative  Agent  is for any reason compelled to surrender any payment
     or  any  proceeds of the Collateral because such payment or the application
     of  such  proceeds  is for any reason invalidated, declared fraudulent, set
     aside,  or  determined  to  be  void  or  voidable  as  a  preference,  an
     impermissible  set-off,  or a diversion of trust funds, then this Agreement
     and  the  Loan Obligations to which such payment or proceeds was applied or
     intended  to  be  applied shall be revived as if such application was never
     made,  and  to  the  extent  Administrative  Agent  has  been  compelled to
     surrender  any  such  payment  or  proceeds  which have been distributed by
     Administrative  Agent  to a Lender and Borrower has not repaid such amounts
     immediately  upon  demand  by  Administrative  Agent,  such Lender shall be
     liable  to  pay,  and shall promptly on demand pay, to Administrative Agent
     the  amount  of  any  such  payments  or proceeds so received by Lender and
     surrendered  by  Administrative  Agent,  and shall indemnify Administrative
     Agent for and hold Administrative Agent harmless from any loss with respect
     to  payments  or  proceeds  received  by  such  Lender  and  surrendered by
     Administrative  Agent.  The  agreements  contained  in  this  Section shall
     survive  payment  in  full of the Loans and all other amounts payable under
     this  Agreement  and  the  termination  of  the  Commitments.

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

     17.8.  NON-RELIANCE  ON AGENT AND OTHER LENDERS. Each Lender agrees that it
     has,  independently and without reliance on the Administrative Agent or any
     other  Lender, and based on such documents and information as it has deemed
     appropriate,  made its own credit analysis of the Covered Persons and their
     Subsidiaries  and  the  Guarantors  and its own decision to enter into this
     Agreement  and  that  it  will, independently and without reliance upon the
     Administrative


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     Agent  or  any other Lender, and based on such documents and information as
     it  shall  deem  appropriate at the time, continue to make its own analysis
     and  decisions  in  taking  or  not taking action under the Loan Documents.
     Except  for notices, reports, and other documents and information expressly
     required  to  be  furnished  to  the  Lenders  by  the Administrative Agent
     hereunder,  the  Administrative  Agent  shall  not  have  any  duty  or
     responsibility  to  provide any Lender with any credit or other information
     concerning  the  affairs,  financial  condition, or business of any Covered
     Person  or  any  of its Subsidiaries or Affiliates or any of the Guarantors
     that may come into the possession of the Administrative Agent or any of its
     Affiliates.

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

     17.10.  COLLECTIONS  AND  DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.
     Except  as  otherwise  provided  in  this  Agreement,  including  the other
     provisions  of this Agreement pertaining to interest on the Floorplan Loans
     and  the  Interim  Floorplan  Loans  and  the  provisions  of  Section  4.5
     pertaining  to  the  suspension  or  reduction of payments of principal and
     interest  to  the  Lenders  under  certain  circumstances,  all payments of
     interest,  fees,  principal  and  other  amounts received by Administrative
     Agent  for  the  account  of Lenders shall be distributed by Administrative
     Agent  to  Lenders  in  accordance  with  their  pro-rata  shares  of  the
     outstanding  Loan  Obligations  at  the  time  of such distribution by wire
     transfer  of  same  day  funds to Lenders as provided in this Agreement (or
     entirely  to Administrative Agent in the case of payments of interest, fees
     or  principal  with  respect  to the Swingline Loan) on the Settlement Date
     following  the  date when received, unless received after 12:00 noon (Local
     Time)  on  a Settlement Date, in which case they shall be so distributed by
     12:00  noon  (Local Time) on the next Settlement Date. All amounts received
     by  any  Lender  on  account  of  the  Loan  Obligations, including amounts
     received  by  way  of setoff, shall be paid over promptly to Administrative
     Agent  for  distribution to Lenders as provided above in this Section. Such
     distributions  shall be made according to instructions that each Lender may
     give  to  Administrative  Agent  from  time  to  time.

     17.11.  PROVISION  REGARDING PAYMENTS. Lenders agree that the Lenders shall
     be  obligated to make any required purchase and or sale from another Lender
     on  a  Settlement  Date  or  required reimbursement to Administrative Agent
     following  the  termination  of  the  Lenders  obligations  to


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     make  Advances  under  Sections  16.3.1  and  16.3.2 of this Agreement. The
     parties acknowledge and agree that the provisions of this Section 17.11 are
     solely  for the benefit of Administrative Agent and the Lenders and not for
     Borrower  or  any  other  Person.

18.  GENERAL.

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

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

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

     18.4.  ASSIGNMENTS.

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

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

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


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

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

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

          Upon  execution,  delivery,  and  acceptance  of  such  Assignment and
          Acceptance,  the  assignee  thereunder shall be a party hereto and, to
          the  extent  of  such  assignment,  have  the obligations, rights, and
          benefits  of a Lender hereunder and the assigning Lender shall, to the
          extent  of such assignment, relinquish its rights and be released from
          its  obligations  under  this  Agreement. Upon the consummation of any
          assignment  pursuant to this Section, the assignor, the Administrative
          Agent and the Borrower shall make appropriate arrangements so that, if
          required,  new  Notes  are issued to the assignor and the assignee. If
          the  assignee  is not incorporated under the laws of the United States
          of  America  or  a state thereof, it shall deliver to the Borrower and
          the  Administrative  Agent  certification  as  to  the  exemption from
          deduction  or  withholding  of  Taxes in accordance with Section 4.13.

          18.4.2.  REGISTER;  CONSEQUENCES  AND  EFFECT  OF  ASSIGNMENTS.

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

               18.4.2.2.  By  executing  and  delivering  an  Assignment  and
               Acceptance,  the  assignor thereunder and the assignee confirm to
               and  agree  with  each  other  and  the  other  parties  hereto
               substantially  as  follows:  (i)  the  assignment made under such
               Assignment  and  Acceptance  is  made without recourse; (ii) such
               assignor  makes  no  representation  or  warranty  and assumes no
               responsibility  with  respect  to  the financial condition of any
               Covered  Person  or Guarantor or the performance or observance by
               any  Covered  Person or Guarantor of any of its Loan Obligations;
               (iii)  such assignee confirms that it has received a copy of this
               Agreement,  together  with copies of the Financial Statements and
               such


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

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

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

          18.4.4.  NOTICE  TO  BORROWER  OF  ASSIGNMENT.  Upon its receipt of an
          Assignment  and  Acceptance  executed  by  an  assigning  Lender,  if
          Administrative  Agent  accepts  the  assignment  contemplated thereby,
          Administrative  Agent shall give prompt notice thereof to Borrower. If
          Borrower  consents  to  the  assignment contemplated thereby (Borrower
          agrees  such  consent  shall not be unreasonably withheld or delayed),
          Borrower  shall  execute and deliver replacement Notes to the assignor
          and  assignee  as  requested  by Administrative Agent and necessary to
          give  effect  to  the  assignment;  provided,  however,  no consent of
          Borrower  to  any  assignment  shall  be  required  during an Existing
          Default.  If  Borrower  fails  or  refuses to execute and deliver such
          replacement  Notes,  Administrative  Agent  may,  as  agent  and
          attorney-in-fact  for  Borrower,  execute and deliver such replacement
          Notes  on  behalf of Borrower. Borrower hereby appoints Administrative
          Agent  as  its  agent  and  attorney-in-fact  for  such  purpose  and
          acknowledges that such power is coupled with an interest and therefore
          irrevocable  until the Loan Obligations have been indefeasibly paid in
          full  in  cash,  the  Commitments  have


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          terminated,  no  Letters  of  Credit are outstanding and the Letter of
          Credit  Exposure is irreversibly zero and the Administrative Agent and
          the Lenders have no other commitment to extend credit or make advances
          to or for the account of Borrower. Administrative Agent shall not have
          any  liability  to Borrower or anyone else, including any Lender, as a
          consequence of exercising the power granted to Administrative Agent in
          the  foregoing  sentence  in  any  instance,  except  in  cases  of
          Administrative  Agent's  gross  negligence  or  willful  misconduct.

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

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

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

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

     18.6.  GENERAL  INDEMNITY.


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


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

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

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

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

          18.6.5.  In  exchange  for, among other things, Administrative Agent's
          agreement to make any payments to any Person (other than Borrower or a
          Covered  Person)  who  is  a  party  to  any  blocked account, lockbox
          agreement,  bailee  letter, landlord waiver or other similar agreement
          entered  into in connection herewith (including any indemnity payments
          by  Administrative  Agent  thereunder,  collectively,  "Third  Person
          Reimbursement  Agreements"),  Borrower  hereby  indemnifies, releases,
          discharges  and  acquits  forever Administrative Agent and each Lender
          and  any  of  their  respective officers, directors, servants, agents,
          employees  and  attorneys,  past, present and future, from any and all
          claims,  demands  and causes of action, of whatever nature, whether in
          contract or tort, accrued or to accrue, contingent or vested, known or
          unknown,  running  in  favor of Borrower or any Covered Person arising
          out  of  or  relating  to  such Third Person Reimbursement Agreements,
          except those arising from Administrative Agent's or any Lender's gross
          negligence  or  willful  misconduct.

     18.7.  LETTERS  OF  CREDIT.  Borrower  assumes  all  risks  of  the acts or
     omissions  of  any  beneficiary  of  any  of the Letters of Credit. Neither
     Letter  of Credit Issuer, Administrative Agent, any Lender nor any of their
     respective directors, officers, employees, agents, or representatives shall
     be  liable  or responsible for: (a) the use which may be made of any of the
     Letters  of  Credit  or  for  any  acts


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     or  omissions  of  beneficiary  in  connection therewith; (b) the validity,
     sufficiency  or genuineness of documents, or of any endorsement(s) thereon,
     even  if  such  documents should in fact prove to be in any or all respects
     invalid,  insufficient,  fraudulent or forged; (c) payment by the Letter of
     Credit  Issuer  against  presentation  of  documents  which, on their face,
     appear  to  comply with the terms of any Letter of Credit, even though such
     documents  may fail to bear any reference or adequate reference to any such
     Letter  of  Credit;  or (d) any other circumstances whatsoever in making or
     failing to make payment under any Letter of Credit in connection with which
     Letter  of  Credit  Issuer  would,  pursuant  to  the  Uniform  Customs and
     Practices for Documentary Credits (1993 Revision), International Chamber of
     Commerce  Publication  No.  500 (as amended from time to time), be absolved
     from  liability.  In  furtherance  and  not in limitation of the foregoing,
     Letter  of  Credit Issuer 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.

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

     18.9.  LOAN  RECORDS.  The  date and amount of all Advances to Borrower and
     payments  of  amounts  due  from  Borrower under the Loan Documents will be
     recorded  in  the  records that Administrative Agent normally maintains for
     such  types  of  transactions.  The  failure  to  record,  or  any error in
     recording,  any  of the foregoing shall not, however, affect the obligation
     of  Borrower  to  repay  the Loans and other amounts payable under the Loan
     Documents.  Borrower shall have the burden of proving that such records are
     not  correct.  Borrower agrees that Administrative Agent's and any Lender's
     books  and  records  showing  the  Loan  Obligations  and  the transactions
     pursuant  to this Agreement shall be admissible in any action or proceeding
     arising  therefrom,  and  shall  constitute  prima  facie  proof  thereof,
     irrespective  of  whether  any  Loan  Obligation  is  also  evidenced  by a
     promissory  note  or other instrument. Any statement sent by Administrative
     Agent or a Lender to a Covered Person shall be deemed correct, accurate and
     binding  on  Borrower  and  an  account  stated  (except  for reversals and
     reapplications  of  payments  as provided in Section 6.7 and corrections of
     errors  discovered  by  Administrative  Agent or a Lender), unless Borrower
     notifies  Administrative  Agent  in  writing to the contrary within 30 days
     after  such  statement is rendered. In the event a timely written notice of
     objections  is  given  by  Borrower,  only  the items to which exception is
     expressly  made  will  be  considered  to  be  disputed  by  Borrower.

     18.10.  OTHER  SECURITY  AND GUARANTIES. Administrative Agent or any Lender
     may,  without notice or demand and without affecting Borrower's obligations
     hereunder,  from  time  to  time,  for the benefit of the other Lenders and
     Administrative  Agent  (based  upon each Lender's pro-rata share): (a) take
     from  any  Person  and  hold collateral (other than the Collateral) for the
     payment  of  all  or any part of the Loan Obligations and exchange, enforce
     and  release  such  collateral or any part thereof; and (b) accept and hold
     any  endorsement  or  Guaranty  of  payment  of  all  or  any


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     part of the Loan Obligations and release or substitute any such endorser or
     Guarantor,  or  any Person who has given any Security Interest in any other
     collateral  as  security  for  the  payment  of all or any part of the Loan
     Obligations,  or  any  other  Person in any way obligated to pay all or any
     part  of  the  Loan  Obligations.

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

     18.12.  REIMBURSEMENT  OBLIGATIONS  OF  BORROWER.  Each  Borrower  hereby
     unconditionally  agrees  to  immediately pay to Administrative Agent or any
     Affiliate thereof who issues a letter of credit on Borrower's behalf or for
     Borrower's  account  all amounts required to pay all drafts drawn under any
     such  letters  of  credit  issued  for  the  account  of  Borrower  and all
     reasonable  expenses  incurred  by  Administrative  Agent  or any Affiliate
     thereof  who  issues  any  such  letter  of  credit in connection with such
     letters  of  credit and in any event and without demand to remit (which may
     be  through  obtaining  Advances)  sufficient  funds  to  pay all debts and
     liabilities  arising  under  any letter of credit issued for the account of
     Borrower.  Borrower  assumes  all  risks  of  the  acts or omissions of any
     beneficiary  of any letters of credit issued for the benefit of Borrower or
     for Borrower's account. Neither Administrative Agent, its Affiliates or any
     Lender, nor any of their respective directors, officers, employees, agents,
     or  representatives  shall  be liable or responsible for: (a) the use which
     may  be  made  of  any  of  the letters of credit issued for the benefit of
     Borrower  or  for  Borrower's  account  or  for  any  acts  or omissions of
     beneficiary  in  connection  therewith;  (b)  the  validity, sufficiency or
     genuineness  of  documents,  or of any endorsement(s) thereon, even if such
     documents  should  in  fact  prove  to  be  in any or all respects invalid,
     insufficient,  fraudulent or forged; (c) payment by Administrative Agent to
     any  of  its  Affiliates in connection with, or payment by any Affiliate of
     Administrative  Agent  against,  presentation  of documents which, on their
     face,  appear  to  comply with the terms of any such letter of credit, even
     though  such documents may fail to bear any reference or adequate reference
     to  any such letter of credit; or (d) any other circumstances whatsoever in
     making  or failing to make payment under any letter of credit in connection
     with  which Administrative Agent would, pursuant to the Uniform Customs and
     Practices for Documentary Credits (1993 Revision), International Chamber of
     Commerce  Publication  No.  500  (as amended or replaced from time to time)
     with  respect to documentary letters of credit or the International Standby
     Practices  (ISP98),  International  Chamber of Commerce Publication No. 590
     (as  amended or replaced from time to time) with respect to standby letters
     of  credit,  or the UCC, be absolved from liability. In furtherance and not
     in  limitation  of  the  foregoing,  Administrative  Agent or any Affiliate
     thereof  may  accept  documents  that  appear on their face to be in order,
     without  responsibility for further investigation, regardless of any notice
     or  information to the contrary. The rights of Administrative Agent and its
     Affiliates  under this Section are in addition to other rights and remedies
     (including,  without  limitation,  other  rights  of  set-off)  which
     Administrative  Agent  and  its  Affiliates  may  otherwise  have.


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

     18.14.  TAX  TREATMENT  WAIVER.  Notwithstanding  any  provision  of  this
     Agreement  to  the  contrary,  any  party  hereto  (and  each  employee,
     representative,  or other agent of each such party) may disclose to any and
     all  Persons,  without  limitation  of  any kind, the "tax treatment," "tax
     structure,"  and  "tax  strategies" of the transactions contemplated hereby
     and  the  other  Loan  Documents  and  all materials of any kind (including
     opinions or other tax analyses) that are provided to such party relating to
     any  such tax treatment, tax structure, or tax strategy. This authorization
     is  effective  immediately  upon  the  Effective  Date.  The  terms  "tax
     treatment,"  "tax  structure,"  and  "tax strategies" shall be ascribed the
     meaning  set forth in Treas. Reg. Sec.1.6011-4, and this paragraph shall be
     construed  so  as to cause the subject transaction not to have been offered
     or  entered into under conditions of confidentiality as described in Treas.
     Reg.  Sec.1.6011-4(b)(3).

     18.15.  TERMINATION.

          18.15.1.  TERMINATION  FEE. Borrower may terminate no less than all of
          the  Commitments at any time prior to the third Anniversary Date upon:
          (a)  at  least  60  days  written  notice to Administrative Agent; (b)
          payment  to  Administrative Agent of all Loan Obligations; and (c) the
          one-time  payment  of an amount as follows to the Administrative Agent
          for  the  pro-rata  benefit  of  the  Lenders  (such payment being the
          "Termination  Fee"):

            DATE OF                    PERCENT OF AGGREGATE
          TERMINATION                       COMMITMENTS

     On or prior to the first                 .250%
     Anniversary Date


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

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

The  foregoing percentages are percentages of the Total Aggregate Facility Limit
as  of  the Effective Date.  In addition, the Termination Fee will also be owing
and shall be paid by Borrower if the Commitments are terminated on account of an
Event  of  Default.  Notwithstanding  the  foregoing,  (i)  if  the  Lenders are
replaced  and  the Loan Obligations are fully and indefeasibly paid in cash by a
new  bank  group  providing  comparable financing (including a similar floorplan
line  of credit) and in such new bank group Lenders holding at least 60.0000% of
all  of  the  Commitments participate as lenders, then the foregoing Termination
Fee shall be waived, and (ii) if there is no Existing Default and there has been
no  Default  or  Event  of  Default  within  the preceding 60 day period and the
Required Lenders elect to terminate the Commitments as set forth in Section 3.5,
then  if  the  Borrower fully and indefeasibly pays the Loan Obligations in cash
within  90  days of its receipt of such termination notice, then the Termination
Fee  shall  be  waived.

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

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

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

19.  BINDING  ARBITRATION.

     19.1.  ARBITRABLE CLAIMS. Except as otherwise specified below, all actions,
     disputes,  claims  and  controversies under common law, statutory law or in
     equity  of  any  type or nature whatsoever, whether arising before or after
     the  date of this Agreement and the Loan Documents, and whether directly or
     indirectly  relating  to:  (a)  this  Agreement  or  any  amendments,
     modifications,  restatements,  waivers,  and addenda hereto, or the breach,
     invalidity  or termination hereof; (b) any previous or subsequent agreement
     between  or  among  Administrative  Agent,  Lenders, Borrower and any other
     Covered  Person;  (c) any act committed by Administrative Agent, Lenders or
     by  any  parent company, subsidiary or affiliated company of Administrative
     Agent  or  the Lenders (the "Lender Companies"), or by any employee, agent,
     officer  or  director of a Lender Company whether or not arising within the
     scope  and  course of employment or other contractual representation of the
     Lender  Companies  provided  that  such  act  arises  under a relationship,
     transaction  or  dealing between Administrative Agent, any Lender, Borrower
     and any other Covered Person; or (d) any other relationship, transaction or
     dealing  between  or among, Administrative Agent, Lenders, Borrower and any
     Covered  Person  (collectively,  for clauses (a) through and including (d),
     the  "Disputes"),  will  be subject to and resolved by binding arbitration.


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     Notwithstanding  the  foregoing,  the  parties  agree that either party may
     pursue claims against the other that do not exceed Fifteen Thousand Dollars
     ($15,000) in the aggregate in a court of competent jurisdiction. Service of
     arbitration  claims  shall  be acceptable if made by U.S. mail or overnight
     delivery  to  the  address  for  the  party  described  herein.

     19.2.  ADMINISTRATIVE  BODY. All arbitration hereunder will be conducted in
     accordance  with  the  Commercial  Arbitration  Rules  of  either:  (a) The
     American  Arbitration Association ("AAA"); or (b) United States Arbitration
     &  Mediation  ("USA&M").  The party first filing an arbitration claim shall
     designate  which  arbitration  forum  and  rules  are to be applied for all
     Disputes  between  the  parties.  The  arbitration  rules  are  found  at
     www.adr.org for AAA, and at www.usam-midwest.com. for USA&M. AAA claims may
     be filed in any AAA office. Claims filed with USA&M shall be filed in their
     Midwest office located at 720 Olive Street, Suite 2020, St. Louis, Missouri
     63101.  All arbitrator(s) selected will be attorneys with at least five (5)
     years  secured  transactions experience. A panel of three arbitrators shall
     hear  all  claims  exceeding One Million Dollars ($1,000,000), exclusive of
     interest,  costs  and attorneys' fees. The arbitrator(s) will decide if any
     inconsistency exists between the rules of the applicable arbitral forum and
     the  arbitration provisions contained herein. If such inconsistency exists,
     the arbitration provisions contained herein will control and supersede such
     rules.  The  arbitrator  shall  follow  the terms of this Agreement and the
     applicable  law,  including  the attorney-client privilege and the attorney
     work  product  doctrine.

     19.3. HEARINGS. Each party hereby consents to a documentary hearing for all
     arbitration  claims,  by  submitting  the  Dispute  to the arbitrator(s) by
     written  briefs  and  affidavits,  along  with relevant documents. However,
     arbitration claims will be submitted by way of an oral hearing if any party
     requests  an  oral  hearing  within  thirty  (30) days after service of the
     claim,  and  that  party remits the appropriate amount for AAA's or USA&M's
     (as  applicable)  fees  and arbitrator compensation within ten (10) days of
     the  designated arbitration association's statement for payment of all fees
     and arbitrator compensation relating to the oral hearing. Each party agrees
     that  failure  to timely pay all fees and arbitrator compensation billed to
     the  party  requesting the oral hearing will be deemed such party's consent
     to  submitting  the Dispute to the arbitrator on documents and such party's
     waiver of its request for an oral hearing. The site of all oral arbitration
     hearings  will be in the Division of the Federal Judicial District in which
     the  designated arbitration association maintains a regional office that is
     closest  to  Borrower.

     19.4.  DISCOVERY.  Discovery  permitted  in  any  arbitration  proceeding
     commenced  hereunder  is  limited as follows. No later than forty (40) days
     after  the  filing  and  service of a claim for arbitration, the parties in
     contested  cases  will exchange detailed statements setting forth the facts
     supporting  the  claim(s)  and  all  defenses  to  be  raised  during  the
     arbitration,  and  a  list  of  all  exhibits  and witnesses. No later than
     twenty-one  (21)  days  prior  to the oral arbitration hearing, the parties
     will exchange a final list of all exhibits and all witnesses, including any
     designation  of  any  expert  witness(es)  together with a summary of their
     testimony;  a  copy  of  all  documents  and  a detailed description of any
     property  to  be introduced at the hearing. Under no circumstances will the
     use of interrogatories, requests for admission, requests for the production
     of  documents or the taking of depositions be permitted. However, if of the
     designation  of  any  expert witness(es), the following will occur: (i) all
     information  and  documents  relied  upon by the expert witness(es) will be
     delivered  to the opposing party; (ii) the opposing party will be permitted
     to  depose  the  expert  witness(es);  (iii)  the  opposing  party  will be
     permitted  to  designate  rebuttal  expert  witness(es);  and  (iv)  the
     arbitration  hearing  will  be continued to the earliest possible date that
     enables  the  foregoing  limited  discovery  to  be  accomplished.


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     19.5.  EXEMPLARY  OR  PUNITIVE DAMAGES. The Arbitrator(s) will not have the
     authority  to  award  exemplary  or  punitive  damages.

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

     19.7.  PREJUDGMENT  AND  PROVISIONAL  REMEDIES.  Nothing  herein  will  be
     construed  to  prevent  Administrative Agent's, any Lender's, Borrower's or
     any  Covered  Person's  use  of  bankruptcy,  receivership,  injunction,
     repossession,  replevin,  claim  and  delivery,  sequestration,  seizure,
     attachment,  foreclosure, or any other prejudgment or provisional action or
     remedy  relating  to  any Collateral for any current or future debt owed by
     either  party  to  the  other.  Any  such  action  or remedy will not waive
     Administrative  Agent's,  any  Lender's, Borrower's or any Covered Person's
     right  to  compel  arbitration  of  any  Dispute.

     19.8. ATTORNEYS' FEES. If Administrative Agent, any Lender, Borrower or any
     Covered  Person brings any other action for judicial relief with respect to
     any  Dispute  (other  than  those  set forth in Sections 19.1 or 19.7), the
     party  bringing  such  action will be liable for and immediately pay all of
     the  other  party's costs and expenses (including attorneys' fees) incurred
     to  stay  or  dismiss  such  action  and  remove  or  refer such Dispute to
     arbitration.  If  Administrative Agent, any Lender, Borrower or any Covered
     Person brings or appeals an action to vacate or modify an arbitration award
     and  such  party  does  not  prevail,  such  party  will  pay all costs and
     expenses,  including  attorneys'  fees,  incurred  by  the  other  party in
     defending such action. Additionally, if Borrower or any Covered Person sues
     Administrative  Agent  or any Lender or institutes any arbitration claim or
     counterclaim  against  Administrative  Agent  or  any  Lender  in  which
     Administrative Agent or any Lender is the prevailing party, Borrower or any
     such  Covered  Person will pay all costs and expenses (including attorneys'
     fees)  incurred  by  Administrative  Agent  or  any Lender in the course of
     defending  such  action  or  proceeding.

     19.9.  LIMITATIONS. Any arbitration proceeding must be instituted: (i) with
     respect  to any Dispute for the collection of any debt owed by either party
     to the other, before the second anniversary of the date the last payment by
     or  on behalf of the payor was received and applied in respect of such debt
     by the payee; and (ii) with respect to any other Dispute, before the second
     anniversary  of the date the incident giving rise thereto occurred, whether
     or not any damage was sustained or capable of ascertainment or either party
     knew  of  such  incident.  Failure  to  institute an arbitration proceeding
     within  such  period  will  constitute  an  absolute  bar and waiver to the
     institution  of  any proceeding, whether arbitration or a court proceeding,
     with  respect  to  such  Dispute.  Notwithstanding  the  foregoing,  this
     limitations  provision will be suspended temporarily, as of the date any of
     the  following  events  occur, and will not resume until the date following
     the  date  either  party  is  no  longer  subject  to,  (a) bankruptcy; (b)
     receivership; (c) any proceeding regarding an assignment for the benefit of
     creditors;  or (d) any legal proceeding, civil or criminal, which prohibits
     either  party from foreclosing any interest it might have in the collateral
     of  the  other  party.

     19.10.  SURVIVAL AFTER TERMINATION. The agreement to arbitrate will survive
     the  termination  of  this  Agreement.


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

          19.11.1.  JURY  TRIAL WAIVER. ANY LEGAL PROCEEDING WITH RESPECT TO ANY
          DISPUTE  (1)  ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
          OR  (2)  IN  ANY  WAY  CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE
          DEALINGS  OF  THE  PARTIES  HERETO  OR  ANY OF THEM IN RESPECT OF THIS
          AGREEMENT  OR  ANY  OTHER  LOAN  DOCUMENT, OR THE TRANSACTIONS RELATED
          HERETO  OR  THERETO,  IN  EACH  CASE WHETHER NOW EXISTING OR HEREAFTER
          ARISING, AND WHETHER OR NOT SOUNDING IN CONTRACT OR TORT OR OTHERWISE,
          WILL  BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT
          A  JURY. EACH BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY
          RIGHT  TO  A  JURY  TRIAL  IN  ANY  SUCH  PROCEEDING.  EACH  BORROWER,
          ADMINISTRATIVE AGENT, AND EACH LENDER FURTHER AGREES AND CONSENTS THAT
          ANY  SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
          COURT  TRIAL  WITHOUT  A  JURY  AND  THAT  EITHER MAY FILE AN ORIGINAL
          COUNTERPART  OR  A  COPY  OF  THIS AGREEMENT WITH ANY COURT AS WRITTEN
          EVIDENCE  OF  THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
          RIGHT  TO  TRIAL  BY  JURY.

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

          19.11.3.  SERVICE  OF  PROCESS.  Each  Borrower hereby waives personal
          service  of  any  and  all  process upon it and consents that all such
          service  of  process  may  be  made by registered mail (return receipt
          requested)  directed  to  Borrower  at  its  address  set forth on the
          signature  pages  hereof,  and  service  so made shall be deemed to be
          completed five (5) days after the same shall have been so deposited in
          the  U.S.  mails; or at Administrative Agent's or any Lender's option,
          by  service upon CT Corporation which Borrower irrevocably appoints as
          such Borrower's agent for the purpose of accepting service of process.
          Administrative  Agent  or  such  Lender  shall  promptly  forward  by
          registered  mail  any process so served upon said agent to Borrower at
          its  address  on  the  signature pages hereof. Nothing in this Section
          shall  affect the right of Administrative Agent or any Lender to serve
          legal  process  in  any  other  manner  permitted  by  Law.

20.  MISCELLANEOUS.


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

     20.2.  AMENDMENTS  AND MODIFICATIONS; WAIVERS AND CONSENTS; ALL LENDERS.

          20.2.1.  Unless  otherwise  provided  herein,  no  amendment  to  or
          modification  of  any  provision  of  this Agreement, or of any of the
          other  Loan  Documents  shall be effective unless it is in writing and
          signed by authorized officers of Borrower and Required Lenders. Unless
          otherwise  provided  herein, no waiver of, or consent to any departure
          by  Borrower from, the requirements of any provision of this Agreement
          or  any of the other Loan Documents shall be effective unless it is in
          writing  and  signed  by  authorized  officers  or  representatives of
          Required  Lenders.

          20.2.2. The foregoing notwithstanding, no such amendment, modification
          or consent shall, unless signed by authorized officers of Borrower and
          authorized  officers  or representatives of all Lenders: (i) reduce or
          forgive the repayment of principal of any Advance or the reimbursement
          of  any  draw  on  a  Letter of Credit, (ii) extend the Revolving Loan
          Maturity Date, (iii) change the definition of Required Lenders herein,
          (iv)  change  the  provisions  of  this  Section  20.2,  (v) except as
          contemplated  in  the  Agreement, release any Guarantor or any Covered
          Person  from  its  obligations under the Loan Documents, (vi) increase
          the  percentages  in  the definition of "Borrowing Base," (vii) change
          any  provisions  of  this Agreement requiring ratable distributions to
          Lenders,  (viii)  reduce the Prime Increment or the LIBOR Increment as
          set  forth  in  Section  4.8  except  in  connection with the periodic
          resetting  of such increments as contemplated in such Section, or (ix)
          exchange,  waive,  or  release  the  Security  Interests in any of the
          Collateral  (except as expressly permitted by Section 14.9); provided,
          however,  that  to  the  extent  not  permitted  by  Section  14.9,
          Administrative  Agent  may, in its absolute discretion and without the
          consent  of  any Lender or any Covered Person or Guarantor, may permit
          Borrower or such other applicable Person to exchange, waive or release
          the  Security  Interests  in any of the Collateral so long as the fair
          market  value  of  the  Collateral which is exchanged or for which the
          Security  Interest  is  waived or released does not exceed Two Million
          Five  Hundred  Thousand  Dollars  ($2,500,000)  in  the  aggregate per
          calendar  year.  In  addition, the Dollar amount of the Revolving Loan
          Commitment  of  any Lender may not be increased without the consent of
          such  Lender,  the  Borrower and Administrative Agent. In addition, no
          change to the provisions of Section 17 that are detrimental any Lender
          may  be  made  without  the  consent  of such Lender, the Borrower and
          Administrative  Agent.

          20.2.3. Notwithstanding the terms of Section 20.2.2 and Sections 11.1,
          11.11,  13.10.9,  14.12  and  14.13 of this Agreement, and any similar
          provisions  of any of the Security Documents, without the necessity of
          obtaining the consent of the Required Lenders, upon the request of any
          Borrower,  the  Administrative  Agent  may,  in  its  sole discretion,
          consent  to  the  conversion of any Borrower from a corporation into a
          limited  liability  company,  limited  partnership  or similar entity;
          provided,  however,  no  such


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          conversion  shall  occur  without  the  prior  written  consent of the
          Administrative  Agent  and  the  fulfillment of any conditions on such
          consent  to  the  satisfaction  of  Administrative  Agent.  The
          Administrative  Agent  may  condition such consent on the execution of
          such  documents and agreements, and the making of such public filings,
          as  Administrative Agent deems reasonable in its sole discretion so as
          to  ensure  Administrative Agent's first priority Security Interest in
          the  assets  of  the  entity undergoing such conversion. Each Borrower
          authorizes  the  filing  by  Administrative  Agent  of  any  financing
          statements  under  the  Uniform Commercial Code against any and all of
          its  assets  regarding  any  such  conversion.

          20.2.4.  Any  such amendment, modification, waiver or consent shall be
          effective  only in the specific instance and for the purpose for which
          given.  No  notice  to  or  demand  on  Borrower in any instance shall
          entitle  Borrower  to any other or further notice or demand in another
          similar  or  different instance. No failure by Administrative Agent or
          any  Lender  to  exercise, and no delay by Administrative Agent or any
          Lender  in exercising, any right, remedy, power or privilege hereunder
          shall  operate  as  a  waiver thereof, nor shall any single or partial
          exercise  by  Administrative Agent or any Lender of any right, remedy,
          power  or  privilege hereunder preclude any other exercise thereof, or
          the  exercise  of any other right, remedy, power or privilege existing
          under  any  Law  or  otherwise.

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

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

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

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

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


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

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

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

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

     20.12.  WAIVER  OF  PUNITIVE  AND  EXEMPLARY  DAMAGES.  Each  party to this
     Agreement  hereby waives any right to bring any action or claim against any
     other party to this Agreement for exemplary or punitive damages arising out
     of  or  otherwise  relating  to  the  this  Agreement,  Loan Documents, the
     Acquisition  Documents  any  of  the  transactions  contemplated  herein or
     therein,  or  the  actual  or  proposed  use  of the proceeds of the Loans.

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

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


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

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

     ORAL  AGREEMENTS  OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM  ENFORCING  REPAYMENT  OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH  DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
     FROM  MISUNDERSTANDING  OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
     SUCH  MATTERS  ARE  CONTAINED  IN  THIS  WRITING, WHICH IS THE COMPLETE AND
     EXCLUSIVE  STATEMENT  OF  THE  AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE  IN  WRITING  TO  MODIFY  IT.

     ORAL  AGREEMENTS  OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM  ENFORCING  REPAYMENT  OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT
     IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU
     (BORROWER(S))  AND  US  (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
     ANY  AGREEMENTS  WE  REACH  COVERING  SUCH  MATTERS  ARE  CONTAINED IN THIS
     WRITING,  WHICH  IS  THE  COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
     BETWEEN  US,  EXCEPT  AS  WE  MAY  LATER  AGREE  IN  WRITING  TO MODIFY IT.


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                             SIGNATURE PAGES FOLLOW}


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     THIS  CONTRACT  CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED
BY  THE  PARTIES.

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


GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
as Administrative Agent, Letter of Credit Issuer, and a Lender

By:
   ----------------------------------------------------
Name:
   ----------------------------------------------------
Title:
   ----------------------------------------------------

Notice Address:

GE Commercial Distribution Finance Corporation
625 Maryville Centre Drive, 2nd Floor
St. Louis, Missouri 63141
Attn: Mr. David Mintert, Vice President of Operations
FAX # (314) 317-1918
TEL # (314) 317-1851

     with  a  copy  to

GE Commercial Distribution Finance Corporation
5595 Trillium Blvd.
Hoffman Estates, IL 60192
Attn.: General Counsel
FAX # (847) 747-7455
TEL # (847) 747-7552


                     {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}



Signature Page 1 of 10
<PAGE>
POMEROY IT SOLUTIONS, INC. (FORMERLY KNOWN AS, POMEROY COMPUTER RESOURCES,
INC.),

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Chief  Financial  Officer


POMEROY  SELECT  INTEGRATION  SOLUTIONS,  INC.

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Chief  Financial  Officer


POMEROY  SELECT  ADVISORY  SERVICES, LLC (FORMERLY, PRIOR TO CONVERSION, POMEROY
SELECT  ADVISORY  SERVICES,  INC.)

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Vice  President,  Secretary  and  Treasurer


POMEROY  IT  SOLUTIONS SALES COMPANY, INC. (FORMERLY KNOWN AS, POMEROY COMPUTER
RESOURCES  SALES  COMPANY,  INC.)

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Secretary


POMEROY  COMPUTER  RESOURCES  HOLDING  COMPANY,  INC.

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Secretary


POMEROY  COMPUTER  RESOURCES  OPERATIONS,  LLP

     BY:  POMEROY  IT  SOLUTIONS,  INC.,  AUTHORIZED  PARTNER

     By:
        ----------------------------------------
     Name:  Michael  E.  Rohrkemper
     Title:  Chief  Financial  Officer

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Signature Page 2 of 10
<PAGE>
PCR  HOLDINGS,  INC.  (FORMERLY  KNOWN  AS,  TECHNOLOGY  INTEGRATION  FINANCIAL
SERVICES,  INC.)

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Vice  President,  Secretary  and  Treasurer


PCR  PROPERTIES,  LLC  (FORMERLY, PRIOR TO CONVERSION, PCR PROPERTIES, INC., AND
PRIOR TO SUCH CONVERSION, FORMERLY KNOWN AS, T.I.F.S. ADVISORY SERVICES, INC.)

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Vice  President,  Secretary  and  Treasurer


THELINC,  LLC

By:
   ----------------------------------------
Name:  Kristi  Nelson
Title:  Secretary


VAL  TECH  COMPUTER  SYSTEMS,  INC.

By:
   ----------------------------------------
Name:  Michael  E.  Rohrkemper
Title:  Vice  President,  Secretary  and  Treasurer


MICROLOGIC  BUSINESS  SYSTEMS  OF  K.C.,  LLC

By:
   ----------------------------------------
Name:  Kristi  Nelson
Title:  Secretary


POMEROY  ACQUISITION  SUB,  INC.

By:
   ----------------------------------------
Name:  Kristi  Nelson
Title:  Secretary

Notice  Address  for  all  Borrowers:

1020  Petersburg  Road
Hebron,  Kentucky  41048
Attn:  Chief  Financial  Officer
FAX  #  (859)  586-4414
TEL  #  (859)  586-0600


Signature Page 3 of 10
<PAGE>
     with  a  copy  to

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


Signature Page 4 of 10
<PAGE>
FIFTH THIRD BANK (NORTHERN KENTUCKY), a Michigan banking corporation
formerly known as Fifth Third Bank, Northern Kentucky, Inc., as a Lender

By:
   ----------------------------------------
Name:  John  R.  Love,  Sr.
Title:  Assistant  Vice  President

Notice  Address:

Fifth  Third  Bank  (Northern  Kentucky)
1800  Burlington  Pike
Florence,  KY  41042
Attn:  John  R.  Love,  Sr.
FAX  #  859-283-8524
TEL  #  859-283-6785

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Signature Page 5 of 10
<PAGE>
NATIONAL  CITY  BANK,  AS  A  LENDER

By:
   ----------------------------------------
Name:  Donald  W.  Jennett
Title:  Vice  President


Notice  Address:

National  City  Bank
Corporate  Banking
6  North  Main  Street
Dayton,  OH  45412-2200
Attn:  Donald  W.  Jennett
FAX  #  937-226-2058
TEL  #  937-226-2428




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Signature Page 6 of 10
<PAGE>
PNC  BANK,  NATIONAL  ASSOCIATION,  AS  A  LENDER

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------


Notice  Address:

PNC  Bank,  National  Association
Senior  Vice  President,  Portfolio  Manager
One  South  Wacker  Drive,  Suite  2980
Chicago,  IL  60606
Attn.:  Peter  Zimmerer
FAX  #  312  338-5671
TEL  #  312  338-5675


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Signature Page 7 of 10
<PAGE>
UPS  CAPITAL  CORPORATION,  AS  A  LENDER

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------


Notice  Address:

UPS  Capital  Corporation
35  Glenlake  Parkway,  NE
Suite  560
Atlanta,  GA  30328
Attn:  David  Campbell
FAX  #  404-828-4350
TEL  #  404-828-6210

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Signature Page 8 of 10
<PAGE>
BANK  OF  AMERICA,  N.A.,  as  a  Lender

By:
   ----------------------------------------
Name:
     --------------------------------------
Title:
      -------------------------------------


Notice  Address:

Bank  of  America,  N.A.
Financial  Strategies  Group
414  Union  Street
Nashville,  TN  37219
Attn.:  Thomas  C.  Kilcrease,  Jr.
FAX  #  615-749-4762
TEL#  615-749-3926

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Signature Page 9 of 10
<PAGE>
AMSOUTH  BANK,  as  a  Lender

By:
   ----------------------------------------
Name:  David  A.  Simmons
Title:  Senior  Vice  President

Notice  Address:

AmSouth  Bank
1900  Fifth  Avenue  North
Birmingham,  Alabama  35203
Attn:  David  A.  Simmons
FAX  #  205-581-7479
TEL  #  205-326-5924

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Signature Page 10 of 10
<PAGE>
                                   EXHIBIT 2.1

                       GLOSSARY AND INDEX OF DEFINED TERMS


AAA  --  is  defined  in  Section  19.2.

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

ACCOUNT  DEBTOR  --  the  obligor  on  any  Account.

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

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

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

ADJUSTED  LIBOR  RATE  --  is  defined  in  Section  4.7.

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

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

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

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

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

AGGREGATE  COMMITMENT  --  either  the  Aggregate Revolving Loan Commitment, the
Aggregate  Floorplan  Loan  Facility  or  the  Letter  of  Credit  Facility.

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

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

AGGREGATE FLOORPLAN LOAN FACILITY -- the aggregate discretionary line of Lenders
as  stated  in  Section  3.2.1  to  fund  Floorplan  Loan Advances, as it may be
changed  as  provided  herein.


1
<PAGE>
AGGREGATE  REVOLVING LOAN -- the from time to time outstanding principal balance
of  all  Revolving  Loan  Advances.

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

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

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

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

ARC  ACQUISITION  -- means the acquisition by one of the Borrowers of all of the
outstanding  capital  stock,  warrants  and  options  therefor  of  Alternative
Resources  Corporation,  a  Delaware  corporation,  pursuant  to  that  certain
Agreement  and Plan of Merger, dated as of May 11, 2004, as amended from time to
time,  by  and  among Alternative Resources Corporation, a Delaware corporation,
Pomeroy IT Solutions, Inc., a Delaware corporation, and Pomeroy Acquisition Sub,
Inc,  a  Delaware  corporation.

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

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

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

AVERAGE  DAILY  BALANCE  --  is  defined  in  Section  4.3.3.

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


2
<PAGE>
BASE RATE ADVANCE -- an Advance that will become an Base Rate Loan.

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

BLOCKED  ACCOUNTS  --  is  defined  in  Section  6.1.2.1.

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

BORROWING  BASE  --  is  defined  in  Section  3.1.4.

BORROWING  BASE  CERTIFICATE  --  the  certificate  required  to be delivered to
Administrative  Agent  and  each Lender from time to time as provided in Section
13.14.1.

BORROWING  AGENT  --  is  defined  in  Section  2.10.

BORROWING  OFFICER  --  each officer of the Borrowing Agent who is authorized to
submit  a  request  for an Advance or the issuance of a Letter of Credit or take
such other action as described in Section 2.10 on behalf of each Borrower or any
Borrower  as  designated  by  the  Borrowing  Agent  in  a  writing delivered to
Administrative  Agent.

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

CAPITAL  EXPENDITURE  --  is  defined  in  Section  15.1.

CAPITAL  EXPENDITURE  EQUIVALENT  --  is  defined  in  Section  15.1.

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

CASH  COLLATERAL  --  is  defined  in  Section  3.4.3.

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

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

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

COBRA  --  the  Consolidated  Omnibus  Budget  Reconciliation  Act.

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

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


3
<PAGE>
COLLATERAL  ASSIGNMENT  --  any  of  the  collateral  assignments  required  or
contemplated  under  Section  8.4 to be executed and delivered to Administrative
Agent  for  the  benefit  of  the  Lenders.

COMMITMENT  --  the  Revolving  Loan  Commitment  of  a  Lender,  the  Swingline
Commitment  of  Administrative  Agent,  the  Interim  Floorplan Loan Facility of
Administrative  Agent or the Floorplan Loan Facility of a Lender.  The inclusion
of  the  "Interim  Floorplan Loan Facility" and the "Floorplan Loan Facility" in
this  defined  term  "Commitment" does not alter the non-committed nature of the
Interim  Floorplan  Loan  Facility of Administrative Agent or the Floorplan Loan
Facility of a Lender, and the Interim Floorplan Loan Facility and Floorplan Loan
Facility  each  are,  and  remain,  non-committed  facilities.

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

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

COVERED  PERSON  --  is  defined  in  Section  2.4.

CREDIT  FACILITIES  AGREEMENT  --  This  Agreement.

DAILY  CHARGE  --  is  defined  in  Section  4.3.3.

DAILY  RATE  --  is  defined  in  Section  4.3.3.

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

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in  certain  other  circumstances  as  provided  in  Section  4.12.

DEFAULTING  LENDER  --  is  defined  in  Section  7.5.1.

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

DISPUTES  --  is  defined  in  Section  19.1.

DISTRIBUTION  --  means  and includes (i) any cash dividend or payment, (ii) any
direct  or  indirect acquisition or redemption of any outstanding stock or other
equity  interest  including,  without  limitation,  any  preferred  stock or any
Preferred  Capital  Stock,  common  stock,  partnership interest (of any type or
class)  or  membership  interest (of any type or class), (iii) any retirement or
prepayment  of  debt securities before their regularly scheduled maturity dates,
other than as expressly permitted by this Agreement, (iv) any loan or advance to
a  shareholder,  partner,  or member and advances for travel or similar expenses
made  in  the ordinary course of business, and (v) any compensation payment to a
shareholder  or  partner  in  excess  of  (a) normal compensation plus (b) bonus
compensation  based  on  the  actual  performance  of  Borrower  or  the  actual
performance  of  any such shareholder or partner for services actually rendered.

DOL  --  the  United  States  Department  of  Labor.

DOLLARS  and  the  sign  $  --  lawful  money  of  the  United  States.


4
<PAGE>
EBITDA  --  is  defined  in  Section  15.1.

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

ELIGIBLE  ACCOUNTS  --  is  defined  in  Section  3.1.5.

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

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

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

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

EPA  --  the  United  States  Environmental  Protection  Agency.

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

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

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

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

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

FAA  --  is  defined  in  Section  19.6.

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


5
<PAGE>
FINANCIAL  STATEMENTS -- the most recent of the Initial Financial Statements and
the  financial statements of Borrower required to be furnished to Administrative
Agent  under  this  Agreement.

FIXED  CHARGES  --  is  defined  in  Section  15.1.

FLOORPLAN  INVENTORY VALUE -- means the sum of one hundred percent (100%) of the
total  aggregate  wholesale  invoice price of all of Borrower's Inventory (other
than "service Inventory") and fifty percent (50%) of the total aggregate invoice
price  of  all  of  Borrower's "service Inventory" (or such lesser percentage as
determined by Administrative Agent pursuant to appraisals and/or exams), in each
case  with  respect to the foregoing, financed under the Floorplan Loan Facility
and  the  Interim  Floorplan  Loan  Facility in which Administrative Agent has a
first  priority,  perfected  Security  Interest  (subject  to  no other Security
Interest)  that  is  unsold  and  not  leased  by  Borrower and is in Borrower's
possession  and  control as of the date of determination, less the amount of any
such  Inventory  reported  by  the  Borrower (if the Borrower is required by the
Administrative  Agent  or the Required Lenders to report) as demonstration items
or  Inventory  that  is  obsolete  or  otherwise  unmerchantable.

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

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

FLOORPLAN  LOAN  FACILITY  -- the discretionary line of credit of each Lender as
stated  in  Section  3.2.1  to  fund  Floorplan  Loan  Advances.

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

FLOORPLAN  PAYMENT  DEFAULT  --  is  defined  in  Section  16.1.1.

FLOORPLAN  SHORTFALL  --  means  the amount, if any, by which (a) the sum of the
Aggregate  Floorplan  Loans  and Interim Floorplan Loans (less the amount of the
Aggregate  Floorplan Loans and Interim Floorplan Loans attributable to Inventory
purchased  by Borrower during the In Transit Period (defined below) as evidenced
by  the  invoice date) outstanding on any date of determination, exceeds (b) the
Floorplan  Inventory Value as determined by Administrative Agent as of such date
of  determination.  "In  Transit  Period"  shall  mean  a  period  determined by
Administrative  Agent  which  reasonably  estimates  the  time  period  it takes
Inventory  ordered  by  Borrower and shipped by a Vendor to arrive at Borrower's
location.  Until notice is given by Administrative Agent to Borrower of a change
in  the In Transit Period, the In-Transit Period shall be the two (2) day period
immediately  preceding  the  date  of  the  most  recent  Schedule of Inventory.

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

FRONTING  FEE  --  is  defined  in  Section  5.4.

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

GOVERNMENTAL  AUTHORITY  --  the  federal  government  of the United States; the
government  of any foreign country that is recognized by the United States or is
a  member  of  the  United  Nations;  any  state of the United States; any local
government  or  municipality  within  the territory or under the jurisdiction of


6
<PAGE>
any  of  the  foregoing; any department, agency, division, or instrumentality of
any  of  the foregoing; and any court, arbitrator, or board of arbitrators whose
orders  or  judgments  are  enforceable by or within the territory of any of the
foregoing.

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

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

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

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

IMPOSITIONS  --  is  defined  in  Section  4.13.2.

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

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

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


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

INTANGIBLES  --  is  defined  in  Section  15.1.

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

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

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

INTEREST  EXPENSE  --  is  defined  in  Section  15.1.

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

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

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

INTERIM  FLOORPLAN  LOAN  FACILITY  --  the  discretionary  line  of  credit  of
Administrative  Agent  as stated in Section 3.2.2 to fund Interim Floorplan Loan
Advances.

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

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

IRS  --  the  Internal  Revenue  Service.

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


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<PAGE>
LEASE-IN-PROCESS  INVENTORY  -- means Accounts owing to PCR Holdings, Inc. which
arise  from  the  sale  of  Inventory  from PCR Holdings, Inc. to its customers.

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

LENDERS'  EXPOSURE  --  the  sum of the Aggregate Revolving Loan Commitment, the
Swingline  Loan,  the Letter of Credit Exposure, the Interim Floorplan Loan, the
Aggregate  Floorplan  Loan  Facility  and  the amount of all unfunded Approvals.

LETTER  OF  CREDIT  --  any standby or commercial (documentary) letter of credit
issued  by  Letter  of  Credit Issuer pursuant to the Letter of Credit Facility.

LETTER OF CREDIT FACILITY -- the discretionary agreement of the Letter of Credit
Issuer  to  issue  Letters  of  Credit  as  provided  in  Section  3.4.

LETTER  OF  Credit  EXPOSURE -- the undrawn amount of all outstanding letters of
credit issued under the Letter of Credit Facility plus all amounts drawn on such
letters  of  credit  and  not  yet  reimbursed  by  Borrower.

LETTER  OF  CREDIT FEE -- the fee payable to Administrative Agent and Lenders as
required  in  Section  5.3.

LETTER  OF CREDIT ISSUER - Administrative Agent or any Person who Administrative
Agent  arranges  to  issue  Letters  of  Credit  pursuant  to  Section  3.4.

LIBOR  ADVANCE  --  an  Advance  that  will  become  a  LIBOR  Loan.

LIBOR  INCREMENT  --  is  defined  in  Section  4.8.

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

LIBOR  RATE  --  is  defined  in  Section  4.7.

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

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

LOAN  OBLIGATIONS  --  all  of Borrower's Indebtedness owing to Letter of Credit
Issuer,  Administrative Agent (including, without limitation, the Obligations to
Administrative  Agent)  or  Lenders  under  this  Agreement  and  the other Loan
Documents,  and  all  other agreements, certificates, documents, instruments and
other writings executed in connection therewith, whether as principal, interest,
fees  (including,  without  limitation,  the  Termination  Fee),  or  otherwise,
including  without limitation, the amount of all unfunded Approvals, any amounts
set forth in Section 4.14, any payments by Administrative Agent or Lenders under
any  Third  Person  Reimbursement Agreement, any reimbursement agreement between
Borrower  and  the Letter of Credit Issuer (or its Affiliates in connection with
the issuance of any type of Letter of Credit), and all reimbursement obligations
of  Borrower  to  Letter  of Credit Issuer, Administrative Agent or Lenders with
respect  to  the  Letter  of  Credit  Exposure  and  any  fees  related  thereto
(including,


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<PAGE>
without  limitation,  the  Letter  of Credit Fee), and all other Obligations and
liabilities  of Borrower to Administrative Agent or Lenders under this Agreement
and  the  other  Loan  Documents and all Interest/Currency Hedge Obligations (in
each  case  including  all  extensions, renewals, modifications, rearrangements,
restructures, replacements and refinancings of the foregoing, whether or not the
same  involve  modifications  to interest rates or other payment terms), whether
now  existing  or hereafter created, absolute or contingent, direct or indirect,
joint or several, secured or unsecured, due or not due, contractual or tortious,
liquidated  or unliquidated, arising by operation of law or otherwise, including
but  not  limited  to  the  obligation  of  Borrower to repay future advances by
Administrative  Agent  or  Lenders  hereunder,  whether  or not made pursuant to
commitment and whether or not presently contemplated by Borrower, Administrative
Agent  or  Lenders  in  the  Loan  Documents.

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

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

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

MATERIAL AGREEMENT -- as to Borrower, any Guarantor or any other Covered Person,
any  Contract  to which Borrower, any Guarantor or any Covered Person is a party
or  by  which  any  such  Borrower, any Guarantor or any other Covered Person is
bound  which,  if  violated  or  breached, has or is reasonably likely to have a
Material  Adverse  Effect,  including,  without  limitation,  all Other Creditor
Indebtedness Documents, all Subordinated Indebtedness Documents, all Acquisition
Documents,  all  documents referenced in any Intercreditor Agreement, including,
without  limitation,  the  Other  Creditor  Indebtedness  Documents.

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

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

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


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

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

MAXIMUM AVAILABLE AMOUNT -- is defined in Section 3.1.2.

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

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

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

NET INCOME -- is defined in Section 15.1.

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

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such  Person  of  any  Indebtedness  of  another  Person,  and  any  contractual
requirement  enforceable  against  such  Person  that  does  not  constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

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

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


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

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

PBGC  --  the  Pension  Benefit  Guaranty  Corporation.

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

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

PERMITTED  DISTRIBUTIONS  --  any  Distributions  permitted under Section 14.10.

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

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

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

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

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

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

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

PREFERRED  CAPITAL STOCK -- means any preferred capital stock or any convertible
preferred  capital stock, which is subordinated to the Loan Obligations on terms
satisfactory  to  the  Administrative  Agent and issued on terms satisfactory to
Administrative  Agent.

PRIME INCREMENT -- is defined in Section 4.8.


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

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

REGISTER -- is defined in Section 18.4.2.3.

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

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

REQUIRED  LENDERS  --  defined  in  Section  2.5.

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

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

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

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

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

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

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

SCHEDULE  OF  INVENTORY  --  a  listing  of each item of existing Inventory, new
Inventory  purchases  and  items  of  Inventory sold or assigned within the past
ninety  (90)  days  from  the  date  of  the  last such schedule, containing the
following:  initial date of purchase or lease by Borrower, serial number, actual


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<PAGE>
cost,  total accrued depreciation, and net book value of then-existing Inventory
in  such  reasonable  detail  as  Administrative  Agent  may  require.

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

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

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

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

SETTLEMENT DATE -- is defined in Section 6.1.2.1.

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

STATE - any state of the United States.

STATEMENT OF TRANSACTION -- is defined in Section 4.3.2.

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

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

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

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


14
<PAGE>
SUBSIDIARY  --  as to any Person, another Person with respect to which more than
20%  of  the  outstanding  shares of stock or other equity interests (including,
without limitation, membership interests or partnership interests) of each class
having  ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person or by one
or  more  Subsidiaries  of  such  Person.

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

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

SWINGLINE  COMMITMENT  --  the  commitment  of Administrative Agent as stated in
Section  3.3.1  to  make  Swingline  Advances.

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

TANGIBLE  NET  WORTH  --  is  defined  in  Section  15.1.

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

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

TERMINATION  FEE  --  is  defined  in  Section  18.15.

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

Total  Aggregate  Facility  Limit  --  is  defined  in  Section  3.6.

TOTAL  ASSETS  --  is  defined  in  Section  15.1.

TOTAL  FUNDED  INDEBTEDNESS  --  is  defined  in  Section  15.1.

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

TOTAL  LIABILITIES  --  is  defined  in  Section  15.1.

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

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

UNUSED  FEE  --  is  defined  in  Section  5.2.


15
<PAGE>
VENDOR -- is defined in Section 3.2.4.

VENDOR AGREEMENT -- is defined in Section 3.2.8.

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


16
<PAGE>
                                    EXHIBIT3
                                    --------

                    LENDERS' COMMITMENTS AND PRO-RATA SHARES


                  SUBJECT TO THE TOTAL AGGREGATE FACILITY LIMIT
                  ---------------------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                           REVOLVING        FLOORPLAN
LENDER                      TOTALS            LOAN             LOAN        PRO-RATA
                            COMMIT-         FACILITY          SHARES
                             MENT
----------------------  ---------------  ---------------  --------------  -----------
<S>                     <C>              <C>              <C>             <C>
GE Commercial
Distribution Finance    $ 50,000,000.00  $ 33,333,333.00  $22,727,273.00   30.303030%
Corporation
----------------------  ---------------  ---------------  --------------  -----------
Fifth Third Bank
(Northern Kentucky)       30,000,000.00    20,000,000.00   13,636,364.00   18.181818%
----------------------  ---------------  ---------------  --------------  -----------
National City Bank
                          25,000,000.00    16,666,667.00   11,363,636.00   15.151515%
----------------------  ---------------  ---------------  --------------  -----------
PNC Bank, N.A.
                          25,000,000.00    16,666,667.00   11,363,636.00   15.151515%
----------------------  ---------------  ---------------  --------------  -----------
UPS Capital
Corporation               15,000,000.00    10,000,000.00    6,818,182.00    9.090909%
----------------------  ---------------  ---------------  --------------  -----------
Bank of America, N.A.
                          15,000,000.00    10,000,000.00    6,818,182.00    9.090909%
----------------------  ---------------  ---------------  --------------  -----------
AmSouth Bank
                           5,000,000.00     3,333,333.00    2.272,727.00    3.030303%
----------------------  ---------------  ---------------  --------------  -----------

AGGREGATES              $165,000,000.00  $110,000,000.00  $75,000,000.00  100.000000%
----------------------  ---------------  ---------------  --------------  -----------
</TABLE>


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

                   FORM OF REQUEST FOR REVOLVING LOAN ADVANCE

GE Commercial Distribution Finance Corporation, as Administrative Agent
625 Maryville Centre Drive, 2nd Floor
St. Louis, Missouri 63141
Attn: Mr. David Wolterink, Operations Manager

     Re:  Amended  and  Restated  Credit Facilities Agreement effective June __,
          2004,  among  Pomeroy  IT  Solutions, Inc. (formerly known as, Pomeroy
          Computer Resources, Inc.), Pomeroy Select Integration Solutions, Inc.,
          Pomeroy  Select Advisory Services, LLC (formerly, prior to conversion,
          Pomeroy  Select  Advisory  Services, Inc.), Pomeroy IT Solutions Sales
          Company,  Inc.  (formerly  known  as, Pomeroy Computer Resources Sales
          Company,  Inc.),  Pomeroy  Computer  Resources  Holding Company, Inc.,
          Pomeroy  Computer  Resources  Operations,  LLP,  PCR  Holdings,  Inc.
          (formerly  known as, Technology Integration Financial Services, Inc.),
          PCR  Properties,  LLC  (formerly, prior to conversion, PCR Properties,
          Inc.,  and  prior  to  such  conversion,  formerly  known as, T.I.F.S.
          Advisory  Services,  Inc.),  TheLinc,  LLC, Val Tech Computer Systems,
          Inc.,  Micrologic  Business  Systems of K.C., LLC, Pomeroy Acquisition
          Sub, Inc. (collectively and separately referred to as "Borrower"), and
          GE Commercial Distribution Finance Corporation, for itself as a Lender
          and  as  Administrative Agent, and the other Lenders party thereto, as
          it  may  be  amended, modified, restated or replaced from time to time
          (the  "Credit  Agreement")

Ladies  and  Gentlemen:

     The  undersigned  is  a  Borrowing  Officer  of  Pomeroy IT Solutions Sales
Company,  Inc.  and,  as  such  is  authorized  to make and deliver this Advance
Request  on behalf of Borrower pursuant to Section  2.10 and Section 7.10 of the
Credit  Agreement.  All  capitalized  words  used herein that are defined in the
Credit  Agreement  have  the  meanings  defined  in  the  Credit  Agreement.

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

     The undersigned hereby certifies that:

     (i)  There  is  no  Existing  Default.

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

    (iii) The  amount  of  the  requested  Revolving Loan Advance will not, when
          added  to  the  current amount of the Aggregate Revolving Loan, exceed
          the  Maximum  Available  Amount, nor will the Lenders' Exposure exceed
          the  Total  Aggregate  Facility  Limit.

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


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


                                   Pomeroy IT Solutions Sales Company, Inc., on
                                   behalf of itself and the other Borrowers

                                   By  its
                                          --------------------------------------
                                   ---------------------------------------------
                                   Typed  Name:
                                               ---------------------------------


2
<PAGE>
                                  EXHIBIT 10.1.1
                                  --------------

                         DOCUMENTS AND REQUIREMENTS LIST


                                 TO BE INSERTED



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

                         DISCLOSURE SCHEDULE OF BORROWER




<PAGE>
                                  EXHIBIT 13.13
                                  -------------

                         FORM OF COMPLIANCE CERTIFICATE

TO:  GE  Commercial Distribution Finance Corporation, as Administrative Agent

This  Compliance  Certificate  is furnished pursuant to that certain Amended and
Restated Credit Facilities Agreement effective June __, 2004 (as the same may be
amended,  modified,  restated  or  replaced  from  time  to  time,  the  "Credit
Agreement"),  among  Pomeroy  IT  Solutions,  Inc.  (formerly  known as, Pomeroy
Computer  Resources,  Inc.), Pomeroy Select Integration Solutions, Inc., Pomeroy
Select  Advisory  Services,  LLC  (formerly, prior to conversion, Pomeroy Select
Advisory  Services,  Inc.),  Pomeroy  IT Solutions Sales Company, Inc. (formerly
known  as,  Pomeroy  Computer  Resources  Sales Company, Inc.), Pomeroy Computer
Resources Holding Company, Inc., Pomeroy Computer Resources Operations, LLP, PCR
Holdings,  Inc.  (formerly  known as, Technology Integration Financial Services,
Inc.), PCR Properties, LLC (formerly, prior to conversion, PCR Properties, Inc.,
and  prior  to  such  conversion, formerly known as, T.I.F.S. Advisory Services,
Inc.),  TheLinc,  LLC,  Val  Tech  Computer  Systems,  Inc., Micrologic Business
Systems  of  K.C.,  LLC,  and  Pomeroy  Acquisition  Sub, Inc. (collectively and
separately  referred  to  as,  "Borrower"),  GE  Commercial Distribution Finance
Corporation  ("GECDF"),  as  Administrative  Agent, and GECDF and the Lenders as
defined  in  the Credit Agreement.  Unless otherwise defined herein, capitalized
terms  used  in  this  Compliance  Certificate  have the meanings defined in the
Credit  Agreement.

     THE  UNDERSIGNED  HEREBY  CERTIFIES  THAT:

     1.   I  am  the _______________ of Pomeroy IT Solutions Sales Company, Inc.

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

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

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

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

     5.   Each Borrower and every other Covered Person is in compliance with all
          of  the  covenants  in  the  Credit Agreement, including the financial
          covenants  in  Section  15,  and  Schedule II attached hereto contains
          calculations based on Borrower's consolidated financial statements and
          other  financial  records  that  show  Borrower's compliance with such


<PAGE>
          financial covenants. The calculations and the data upon which they are
          based  are  believed  by  me  to  be  complete  and  correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered  this  ______day  of __________.  The undersigned is a duly authorized
Borrowing  Officer  of  each  Borrower.


Pomeroy IT Solutions Sales Company, Inc.
on behalf of itself and the other Borrowers

-------------------------------------------------------
Print Name:
           -----------------------------------
Title:
      -----------------------------------------


SCHEDULES I AND II ARE ATTACHED


2
<PAGE>
                      SCHEDULE I TO COMPLIANCE CERTIFICATE
                      ------------------------------------

                   See current Financial Statements attached.


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

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

NOTE: BORROWER SHALL ALSO INCLUDE THE CALCULATION NECESSARY FOR THE CALCULATIONS
IN  SECTION  4.8  (SEE  ITEM  VI  BELOW).


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


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

     A.   Tangible Net Worth required as of the end of the fiscal
          quarter  prior  to  the  fiscal  quarter for which this
          Compliance  Certificate  is  submitted  (initially
          $75,000,000;  thereafter  the  amount from Item ID from
          the  prior  Compliance  Certificate)                        $_________

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

     C.   75%  of  IB                                                 $_________

     D.   Plus,  the  lesser  of  (i)  $10,000,000  and  (ii) the
          effected impact of restructuring charges as outlined in
          (A) Emerging Issues Task Force (EITF) pronouncement #'s
          94-3  and  95-3,  and  (B) other extraordinary items as
          defined  in  APB  Opinion  #'s  9 and 30 up to, for the
          amounts  described  in  clauses  (A)  and  (B),  of Ten
          Million  Dollars  ($10,000,000) in the aggregate during
          the  term  of  this  Agreement                              $_________

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


     F.   Actual  Tangible  Net  Worth                                $_________

II   MINIMUM  FIXED  CHARGE  COVERAGE  RATIO
     ---------------------------------------

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

     B.   (i)  Interest  Expense                                      $_________
          (ii) scheduled  principal  payments  on  long  term
               Indebtedness  (but  excluding  all  scheduled
               principal  payments  on  the  Subordinated
               Indebtedness)                                          $_________
          (iii) federal,  state  and  local income taxes paid
               in cash                                                $_________
          (iv) Capital  Expenditures  (excluding  permitted
               expenditures  for  Permitted  Acquisitions  or
               acquisitions


<PAGE>
               otherwise  consented  to  in  writing  by
               Required Lenders)                                      $_________
          (v)  dividends  and  distributions  paid  or  declared      $_________
          (vi) the  sum  of  all  scheduled  payments  under  all
               Capital  Leases  for the four (4) preceding fiscal
               quarters                                               $_________
         (vii) Sum  of  items (i) through (vi) is Fixed Charges       $_________

     C.   Ratio  of IIA to IIB(vii)                                   __________

     D.   Minimum  ratio  permitted  by  Section 15.4               1.75 to 1.00


III.   MAXIMUM  TOTAL  FUNDED  INDEBTEDNESS  TO  EBITDA
       --ALSO  TO  BE  USED  FOR  SECTION4.8
       -------------------------------------

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

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

     C.   Ratio  of  IIIA  to  IIIB(viii)                             __________

     D.   Maximum  ratio  permitted  by  Section  15.5              2.75 to 1.00


IV.     MAXIMUM  NET  LOSS  AFTER  TAX

     A.   Net  Loss  after tax for two most recently ended fiscal
          quarters                                                    $_________

     B.   If  A is a loss continue the analysis, If A is a profit
          stop  here  as  there  is  no  convenant  violation.

     C.   The  tax  effected  impact  of restructuring charges as
          outlined  in  Emerging  Issues  Task  Force  (EITF)
          pronouncement  #'s  94-3  and  95-3,  and  other
          extraordinary items as defined in APB Opinion #'s 9 and
          30  during  the  term  of  this  Agreement                  $_________

     D.   The  sum  of  Item  IVA plus the lesser of Item IVC and
          $10,000,000  in  the  aggregate during the term of this
          Agreement                                                   $_________

     E.   Maximum  amount  permitted  by Section 15.3 (the amount
          which  is  4%  of TNW for the fiscal quarter then ended     $_________


<PAGE>
                                 EXHIBIT 13.14.1
                                 ---------------

                           BORROWING BASE CERTIFICATE


                                SEE FORM ATTACHED


Attachments:

SCHEDULE OF ACCOUNTS AND SCHEDULE OF INVENTORY


<PAGE>
                                 EXHIBIT 18.4.1

                        FORM OF ASSIGNMENT AND ACCEPTANCE

                         DATED _________________, _____

     Reference  is  made to the Amended and Restated Credit Facilities Agreement
dated  as  of June __, 2004 (as amended, modified, restated and/or replaced from
time to time, the "Credit Agreement") among Pomeroy IT Solutions, Inc. (formerly
known  as,  Pomeroy  Computer  Resources,  Inc.),  Pomeroy  Select  Integration
Solutions,  Inc.,  Pomeroy  Select  Advisory  Services,  LLC (formerly, prior to
conversion,  Pomeroy Select Advisory Services, Inc.), Pomeroy IT Solutions Sales
Company,  Inc.  (formerly  known  as,  Pomeroy Computer Resources Sales Company,
Inc.),  Pomeroy  Computer  Resources  Holding  Company,  Inc.,  Pomeroy Computer
Resources  Operations,  LLP,  PCR  Holdings, Inc. (formerly known as, Technology
Integration  Financial  Services, Inc.), PCR Properties, LLC (formerly, prior to
conversion,  PCR  Properties, Inc., and prior to such conversion, formerly known
as,  T.I.F.S. Advisory Services, Inc.), TheLinc, LLC, Val Tech Computer Systems,
Inc.,  Micrologic  Business  Systems  of K.C., LLC, and Pomeroy Acquisition Sub,
Inc.,  and  GE  Commercial  Distribution  Finance  Corporation  ("GECDF"),  as
Administrative  Agent,  and  GECDF  and  the  Lenders  as  defined in the Credit
Agreement.  Terms  defined in the Credit Agreement are used herein with the same
meaning.

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

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

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

     3.     The  Assignee (i) confirms that it has received a copy of the Credit
Agreement,  together  with  copies  of  the  financial statements referred to in
Section  13.13 thereof and such other documents and information as it has deemed
appropriate  to  make  its  own  credit analysis and decision to enter into this
Assignment  and  Acceptance; (ii) agrees that it will, independently and without
reliance  upon  the  Administrative  Agent, the Assignor or any other Lender and
based  on  such  documents  and  information  as


<PAGE>
it shall deem appropriate at the time, continue to make its own credit decisions
in  taking  or not taking action under the Credit Agreement; (iii) confirms that
it  is  an  Eligible  Assignee;  (iv) appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers and
discretion  under  the  Credit  Agreement as are delegated to the Administrative
Agent  by  the  terms  thereof,  together with such powers and discretion as are
reasonably  incidental  thereto;  (v)  agrees that it will perform in accordance
with  their  terms  all  of  the  obligations  that  by  the terms of the Credit
Agreement  are required to be performed by it as a Lender; and (vi) attaches any
U.S.  Internal  Revenue  Service  or  other  forms  required  under  the  Credit
Agreement.

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

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

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

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

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

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

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


2
<PAGE>
                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE


     Assignor's  Pro  Rata  Share  after  giving  effect  hereto:          ____%

     Assignee's  Pro  Rata  Share  after  giving  effect  hereto:          ____%

     Assignor's  Commitment  after  giving  effect  hereto:              $______

     Assignee's  Commitment  after  giving  effect  hereto  :            $______

     Aggregate  outstanding  principal
       amount  of  Loans  assigned:                                      $______

     Principal  amount  of  Revolving  Note  payable  to  Assignee:      $______

     Principal  amount  of  Floorplan  Loans  payable  to  Assignee:     $______

     Amount  of  unfunded  Approvals  payable  by  Assignee:             $______

     Principal  amount  of  Revolving  Note  payable  to  Assignor:      $______

     Principal  amount  of  Floorplan  Loans  payable  to  Assignor:     $______

     Amount  of  unfunded  Approvals  payable  by  Assignor:             $______

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



                              [NAME  OF  ASSIGNOR],  as  Assignor


                              By:  _____________________________________________
                                   Title:_______________________________________
                                   Dated:  ____________,  20__


                              [NAME  OF  ASSIGNEE],  as  Assignee


                              By:  _____________________________________________
                                   Title:_______________________________________

                              Domestic  Lending  Office:
                              LIBOR  Lending  Office:


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

Accepted  and  Approved
this  _____  day  of  ____________,  ____



GE  COMMERCIAL  DISTRIBUTION  FINANCE  CORPORATION,
     AS  ADMINISTRATIVE  AGENT

By:  _________________________________________
     Title:___________________________________




ONLY  IF  THERE  IS  NO  EXISTING  DEFAULT,  THEN  ALSO  THE FOLLOWING SIGNATURE

POMEROY  IT  SOLUTIONS  SALES  COMPANY,  INC.,
     on  behalf  of  itself  and  the  other  Borrowers


By:  _________________________________________
     Title:___________________________________


<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1.   Effective  Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.   Definitions;  Rules  of  Construction;  Borrowing  Agent;
     Reaffirmation; Patriot  Act. . . . . . . . . . . . . . . . . . . . . . . .1
     2.1.     Listed  Definitions . . . . . . . . . . . . . . . . . . . . . . .1
     2.2.     Other  Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
     2.3.     References  to  Borrower . . . . . . . . . . . . . . . . . . . . 1
     2.4.     References  to  Covered  Person . . . . . . . . . . . . . . . . .2
     2.5.     References  to  Required  Lenders . . . . . . . . . . . . . . . .2
     2.6.     Accounting  Terms . . . . . . . . . . . . . . . . . . . . . . . .2
     2.7.     Meaning  of  Satisfactory.     2
     2.8.     Computation  of  Time  Periods . . . . . . . . . . . . . . . . . 2
     2.9.     Joinder  of  Pomeroy  Acquisition  Sub,  Inc . . . . . . . . . . 2
     2.10.    Certificates  of  Borrower  and  Borrowing  Officer,
              Advance Requests;  Borrowing  Agent . . . . . . . . . . . . . . .3
     2.11.    General . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.12.    Fifth  Third  Bank  (Northern  Kentucky)Appointment as
              Co-Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     2.13.    Reaffirmation . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.14.    Patriot  Act  Notification . . . . . . . . . . . . . . . . . . . 4
     2.15.    ARC  Acquisition . . . . . . . . . . . . . . . . . . . . . . . . 4
3.   Lenders'  Commitments  and  Facilities . . . . . . . . . . . . . . . . . .5
     3.1.     Revolving  Loan  Commitments . . . . . . . . . . . . . . . . . . 5
          3.1.1.     Aggregate  Amount . . . . . . . . . . . . . . . . . . . . 5
          3.1.2.     Limitation  on  Revolving  Loan  Advances . . . . . . . . 5
          3.1.3.     Revolving  Notes. . . . . . . . . . . . . . . . . . . . . 5
          3.1.4.     Borrowing  Base . . . . . . . . . . . . . . . . . . . . . 6
               3.1.4.4.     General  Reserves . . . . . . . . . . . . . . . . .6
          3.1.5.     Eligible  Accounts . . . . . . . . . . . . . . . . . . . .6
     3.2.     Floorplan  Loan  Facility . . . . . . . . . . . . . . . . . . . .7
          3.2.1.     Floorplan  Loan  Facility  Generally . . . . . . . . . . .7
          3.2.2.     Interim  Floorplan  Loan  Advances . . . . . . . . . . . .8
          3.2.3.     Limitations  on  Interim  Floorplan  Loan  Advances . . . 8
          3.2.4.     Operation of Floorplan Loan Facility and Interim
                     Floorplan Loan  Facility . . . . . . . . . . . . . . . . .9
          3.2.5.     Floorplan  Loan  Approvals . . . . . . . . . . . . . . . .9
          3.2.6.     Inventory  not  Available  for Floorplan Loans and
                     Interim Floorplan  Loans . . . . . . . . . . . . . . . . .9
          3.2.7.     Termination  of  Floorplan  Loan  Facility  and
                     Interim Floorplan  Loan  Facility . . . . . . . . . . . . 9
          3.2.8.     Repurchase  Agreements . . . . . . . . . . . . . . . . . 10
     3.3.     Swingline  Commitment . . . . . . . . . . . . . . . . . . . . . 10
          3.3.1.     Swingline  Advances . . . . . . . . . . . . . . . . . . .10
          3.3.2.     Limitations  on  Swingline  Advances . . . . . . . . . . 11
          3.3.3.     Swingline  Note . . . . . . . . . . . . . . . . . . . . .11
     3.4.     Letter  of  Credit  Facility . . . . . . . . . . . . . . . . . .11
     3.5.     Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     3.6.     Total  Aggregate  Facility  Limit . . . . . . . . . . . . . . . 13
4.   Interest;  Yield  Protection . . . . . . . . . . . . . . . . . . . . . . 13
     4.1.     Interest  on  the  Swingline  Loan . . . . . . . . . . . . . . .13


i
<PAGE>
     4.2.     Interest  on  Draws  on  Letters  of  Credit . . . . . . . . . .13
     4.3.     Interest  on  the  Floorplan  Loan  and  Interim
              Floorplan  Loan --Administrative  Agent  and  GECDF
              as  a  Lender  Only . . . . . . . . . . . . . . . . . . . . . . 13
     4.4.     Interest  on Aggregate Loans--Other than Floorplan Loans . . . .15
     4.5.     Interest  on  Floorplan  Loans;  Administrative  Agent
              Deficiency Amount . . . . . . . . . . . . . . . . . . . . . . . 15
     4.6.     Base  Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .16
     4.7.     Adjusted  LIBOR  Rate . . . . . . . . . . . . . . . . . . . . . 16
     4.8.     Prime  Increments  and  LIBOR  Increments . . . . . . . . . . . 17
     4.9.     Conversion  or  Continuation  of  Loans . . . . . . . . . . . . 18
     4.10.    Time  of  Accrual . . . . . . . . . . . . . . . . . . . . . . . 18
     4.11.    Computation . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     4.12.    Rate  After Maturity and Rate After An Event of Default . . . . 18
     4.13.    Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     4.14.    Compensation  for  Increased  Costs and Reduced Returns;
              Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . .20
     4.15.    Limitation  on  Types  of  Loans . . . . . . . . . . . . . . . .21
     4.16.    Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . .22
     4.17.    Treatment  of  Affected  Loans . . . . . . . . . . . . . . . . .22
     4.18.    Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.   Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
     5.1.     Closing  Fee . . . . . . . . . . . . . . . . . . . . . . . . . .23
     5.2.     Unused  Fee . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     5.3.     Letter  of  Credit  Fees . . . . . . . . . . . . . . . . . . . .23
     5.4.     Letter  of  Credit  Fronting  Fee . . . . . . . . . . . . . . . 23
     5.5.     Other  Letter  of  Credit  Fees . . . . . . . . . . . . . . . . 23
     5.6.     Calculation  of  Fees . . . . . . . . . . . . . . . . . . . . . 23
6.   Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     6.1.     Scheduled  Payments  on  Loans;  Applications  to  Loans . . . .23
          6.1.1.     Interest . . . . . . . . . . . . . . . . . . . . . . . . 24
               6.1.1.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
          6.1.2.     Principal . . . . . . . . . . . . . . . . . . . . . . . .24
               6.1.2.3.     Maturity . . . . . . . . . . . . . . . . . . . . .26
     6.2.     Special  Requirement  for Payments on Floorplan Loans
              and Interim Floorplan  Loans . . . . . . . . . . . . . . . . . .26
     6.3.     Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 27
          6.3.1.     Voluntary  Prepayments . . . . . . . . . . . . . . . . . 27
          6.3.2.     Mandatory  Prepayments . . . . . . . . . . . . . . . . . 27
          6.3.3.     Other  Mandatory  Prepayments . . . . . . . . . . . . . .27
               6.3.3.1.     Proceeds  from  Sales  of  Assets . . . . . . . . 27
               6.3.3.2.     Proceeds  from  Sale  of Securities or
                            Indebtedness . . . . . . . . . . . . . . . . . . .28
               6.3.3.3.     Insurance  Proceeds . . . . . . . . . . . . . . . 28
     6.4.     Reimbursement  Obligations  of  Borrower . . . . . . . . . . . .28
     6.5.     Manner of Payments and Timing of Application of Payments . . . .28
          6.5.1.     Payment  Requirement . . . . . . . . . . . . . . . . . . 28
          6.5.2.     Application  of  Payments  and  Proceeds . . . . . . . . 29
          6.5.3.     Interest  Calculation . . . . . . . . . . . . . . . . . .29
     6.6.     Returned  Instruments . . . . . . . . . . . . . . . . . . . . . 29
     6.7.     Compelled  Return  of  Payments  or  Proceeds . . . . . . . . . 29
     6.8.     Due  Dates  Not  on  Business  Days . . . . . . . . . . . . . . 30
7.   Procedure  for  Obtaining  Advances . . . . . . . . . . . . . . . . . . .30
     7.1.     Initial  Advances . . . . . . . . . . . . . . . . . . . . . . . 30


ii
<PAGE>
     7.2.     Subsequent  Revolving  Loan  Advances . . . . . . . . . . . . . 30
     7.3.     Subsequent  Floorplan  Loan  Advances . . . . . . . . . . . . . 30
          7.3.1.     Repayment  of the Swingline Loan and the Interim
                     Floorplan Loan . . . . . . . . . . . . . . . . . . . . . 30
          7.3.2.     Administrative  Agent's  Right  to  Make  Other
                     Certain Advances . . . . . . . . . . . . . . . . . . . . 31
               7.3.2.1.     Payment  of  Loan  Obligations . . . . . . . . . .31
               7.3.2.2.     Payments  to  Other  Creditors . . . . . . . . . .32
     7.4.     Fundings . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
          7.4.1.     Advances . . . . . . . . . . . . . . . . . . . . . . . . 32
          7.4.2.     Draws  on  Letters  of  Credit . . . . . . . . . . . . . 32
          7.4.3.     All  Fundings  Ratable.     32
     7.5.     Administrative  Agent's  Availability  Assumption . . . . . . . 33
     7.6.     Letters  of  Credit . . . . . . . . . . . . . . . . . . . . . . 34
     7.7.     Disbursement . . . . . . . . . . . . . . . . . . . . . . . . . .34
     7.8.     Restrictions  on  Advances . . . . . . . . . . . . . . . . . . .34
     7.9.     Each  Advance  Request  and  Request  for  Letter  of
              Credit  a Certification . . . . . . . . . . . . . . . . . . . . 34
     7.10.    Requirements  for  Every  Advance  Request . . . . . . . . . . .34
     7.11.    Requirements  for  Every  Letter  of  Credit  Request . . . . . 35
     7.12.    Exoneration  of  Administrative  Agent  and  Lenders . . . . . .35
8.   Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     8.1.     Landlord  Consents . . . . . . . . . . . . . . . . . . . . . . .35
     8.2.     Mortgagee  Consent  Agreements . . . . . . . . . . . . . . . . .35
     8.3.     Security  Agreements . . . . . . . . . . . . . . . . . . . . . .36
     8.4.     Collateral  Assignments . . . . . . . . . . . . . . . . . . . . 36
          8.4.1.     Blocked  Account  and  Lockbox  Assignments . . . . . . .36
          8.4.2.     Intellectual  Property  Assignments . . . . . . . . . . .36
          8.4.3.     Acquisition  Documents  Assignment . . . . . . . . . . . 36
9.   Power  of  Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . .36
10.  Conditions  of  Lending . . . . . . . . . . . . . . . . . . . . . . . . .37
     10.1.     Conditions  to  Advance . . . . . . . . . . . . . . . . . . . .37
          10.1.1.     Listed  Documents  and  Other  Items . . . . . . . . . .37
          10.1.2.     Financial  Condition . . . . . . . . . . . . . . . . . .37
          10.1.3.     Intercreditor  Agreements . . . . . . . . . . . . . . . 37
          10.1.4.     Default . . . . . . . . . . . . . . . . . . . . . . . . 37
          10.1.5.     Perfection  of  Security  Interests . . . . . . . . . . 38
          10.1.6.     Representations  and  Warranties . . . . . . . . . . . .38
          10.1.7.     Material  Adverse  Change . . . . . . . . . . . . . . . 38
          10.1.8.     Pending  Material  Proceedings . . . . . . . . . . . . .38
          10.1.9.     Payment  of  Fees . . . . . . . . . . . . . . . . . . . 38
          10.1.10.    Tax  Returns . . . . . . . . . . . . . . . . . . . . . .38
          10.1.11.    Other  Items . . . . . . . . . . . . . . . . . . . . . .38
     10.2.     Conditions  to  Subsequent  Advances . . . . . . . . . . . . . 38
          10.2.1.     General  Conditions . . . . . . . . . . . . . . . . . . 38
          10.2.2.     Representations  and  Warranties . . . . . . . . . . . .38
          10.2.3.     Approvals . . . . . . . . . . . . . . . . . . . . . . . 38
          10.2.4.     Default . . . . . . . . . . . . . . . . . . . . . . . . 38
     10.3.     Conditions  to  Issuance  of  Letters  of  Credit . . . . . . .38
          10.3.1.     Letter  of  Credit  Application/Reimbursement
                      Agreement . . . . . . . . . . . . . . . . . . . . . . . 39
          10.3.2.     No  Prohibitions . . . . . . . . . . . . . . . . . . . .39
          10.3.3.     Representations  and  Warranties . . . . . . . . . . . .39
          10.3.4.     No  Material  Proceedings . . . . . . . . . . . . . . . 39
          10.3.5.     No  Default . . . . . . . . . . . . . . . . . . . . . . 39
          10.3.6.     Other  Conditions . . . . . . . . . . . . . . . . . . . 39


iii
<PAGE>
11.  Representations  and  Warranties . . . . . . . . . . . . . . . . . . . . 39
     11.1.     Organization  and  Existence . . . . . . . . . . . . . . . . . 39
     11.2.     Authorization . . . . . . . . . . . . . . . . . . . . . . . . .39
     11.3.     Due  Execution . . . . . . . . . . . . . . . . . . . . . . . . 40
     11.4.     Enforceability  of  Obligations . . . . . . . . . . . . . . . .40
     11.5.     Burdensome  Obligations . . . . . . . . . . . . . . . . . . . .40
     11.6.     Legal  Restraints . . . . . . . . . . . . . . . . . . . . . . .40
     11.7.     Labor  Contracts  and  Disputes . . . . . . . . . . . . . . . .40
     11.8.     No  Material  Proceedings . . . . . . . . . . . . . . . . . . .40
     11.9.     Material  Licenses . . . . . . . . . . . . . . . . . . . . . . 40
     11.10.    Compliance  with  Material  Laws . . . . . . . . . . . . . . . 40
          11.10.1.     General  Compliance  with  Environmental  Laws . . . . 40
          11.10.2.     Proceedings . . . . . . . . . . . . . . . . . . . . . .40
          11.10.3.     Investigations  Regarding  Hazardous  Materials . . . .41
          11.10.4.     Notices  and  Reports  Regarding  Hazardous
                       Materials . . . . . . . . . . . . . . . . . . . . . . .41
          11.10.5.     Hazardous  Materials  on  Real  Property . . . . . . . 41
          11.10.6.     Environmental  Property  Transfer  Acts . . . . . . . .41
     11.11.    Other  Names . . . . . . . . . . . . . . . . . . . . . . . . . 41
     11.12.    Prior  Transactions . . . . . . . . . . . . . . . . . . . . . .41
     11.13.    Capitalization . . . . . . . . . . . . . . . . . . . . . . . . 41
     11.14.    Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     11.15.    Projections . . . . . . . . . . . . . . . . . . . . . . . . . .42
     11.16.    Financial  Statements . . . . . . . . . . . . . . . . . . . . .42
     11.17.    No  Change  in  Condition . . . . . . . . . . . . . . . . . . .42
     11.18.    No  Defaults . . . . . . . . . . . . . . . . . . . . . . . . . 42
     11.19.    Investments . . . . . . . . . . . . . . . . . . . . . . . . . .42
     11.20.    Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 42
     11.21.    Indirect  Obligations . . . . . . . . . . . . . . . . . . . . .42
     11.22.    Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . 42
     11.23.    Operating  Leases . . . . . . . . . . . . . . . . . . . . . . .42
     11.24.    Capital  Leases . . . . . . . . . . . . . . . . . . . . . . . .42
     11.25.    Other  Creditor  Indebtedness;  Intercreditor
               Documents; Subordinated  Indebtedness . . . . . . . . . . . . .42
     11.26.    Tax  Liabilities;  Governmental  Charges . . . . . . . . . . . 43
     11.27.    Pension  Benefit  Plans . . . . . . . . . . . . . . . . . . . .43
          11.27.1.     Prohibited  Transactions . . . . . . . . . . . . . . . 43
          11.27.2.     Claims . . . . . . . . . . . . . . . . . . . . . . . . 43
          11.27.3.     Reporting  and  Disclosure  Requirements . . . . . . . 43
          11.27.4.     Accumulated  Funding  Deficiency . . . . . . . . . . . 43
          11.27.5.     Multi-employer  Plan . . . . . . . . . . . . . . . . . 44
     11.28.    Welfare  Benefit  Plans . . . . . . . . . . . . . . . . . . . .44
     11.29.    Retiree  Benefits . . . . . . . . . . . . . . . . . . . . . . .44
     11.30.    Distributions . . . . . . . . . . . . . . . . . . . . . . . . .44
     11.31.    Real  Property . . . . . . . . . . . . . . . . . . . . . . . . 44
     11.32.    State  of  Collateral  and  other  Property . . . . . . . . . .44
          11.32.1.     Accounts . . . . . . . . . . . . . . . . . . . . . . . 44
          11.32.2.     Inventory . . . . . . . . . . . . . . . . . . . . . . .45
          11.32.3.     Equipment . . . . . . . . . . . . . . . . . . . . . . .45
          11.32.4.     Intellectual  Property . . . . . . . . . . . . . . . . 45
          11.32.5.     Documents,  Instruments  and  Chattel  Paper . . . . . 46
     11.33.    Chief  Place  of  Business;  Locations  of  Collateral . . . . 46


iv
<PAGE>
     11.34.    Warranties  and  Representations-Inventory . . . . . . . . . . 46
     11.35.    No  Negative  Pledges . . . . . . . . . . . . . . . . . . . . .47
     11.36.    Security  Documents . . . . . . . . . . . . . . . . . . . . . .47
          11.36.1.     Security  Agreements . . . . . . . . . . . . . . . . . 47
          11.36.2.     Collateral  Assignments . . . . . . . . . . . . . . . .47
               11.36.2.1.     Blocked  Account  Agreements . . . . . . . . . .47
               11.36.2.2.     Intellectual  Property  Assignments . . . . . . 47
               11.36.2.3.     Acquisition  Documents  Assignment . . . . . . .47
     11.37.    S  Corporation . . . . . . . . . . . . . . . . . . . . . . . . 47
     11.38.    Subsidiaries  and  Affiliates . . . . . . . . . . . . . . . . .48
     11.39.    Bank  Accounts  and  Lockboxes . . . . . . . . . . . . . . . . 48
     11.40.    Margin  Stock . . . . . . . . . . . . . . . . . . . . . . . . .48
     11.41.    Securities  Matters . . . . . . . . . . . . . . . . . . . . . .48
     11.42.    Investment  Company  Act,  Etc . . . . . . . . . . . . . . . . 48
     11.43.    No  Material  Misstatements  or  Omissions . . . . . . . . . . 48
     11.44.    Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
     11.45.    Broker's  Fees . . . . . . . . . . . . . . . . . . . . . . . . 49
     11.46.    Eligibility  of  Collateral . . . . . . . . . . . . . . . . . .49
     11.47.    Loans  to  Shareholders . . . . . . . . . . . . . . . . . . . .49
     11.48.    No  Improper  Payment  or  Influence . . . . . . . . . . . . . 49
     11.49.    Foreign  Enemies  and  Regulations . . . . . . . . . . . . . . 49
12.  Modification  and  Survival  of  Representations . . . . . . . . . . . . 49
13.  Affirmative  Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 50
     13.1.     Use  of  Proceeds . . . . . . . . . . . . . . . . . . . . . . .50
     13.2.     Corporate  Existence . . . . . . . . . . . . . . . . . . . . . 50
     13.3.     Maintenance  of  Property  and  Leases . . . . . . . . . . . . 50
     13.4.     Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . .50
     13.5.     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .50
     13.6.     Payment  of  Taxes  and  Other  Obligations . . . . . . . . . .51
     13.7.     Compliance  With  Laws . . . . . . . . . . . . . . . . . . . . 51
          13.7.1.     Environmental  Laws . . . . . . . . . . . . . . . . . . 52
          13.7.2.     Pension  Benefit  Plans . . . . . . . . . . . . . . . . 52
     13.8.     Discovery  and  Clean-Up  of  Hazardous  Material . . . . . . .52
          13.8.1.     In  General . . . . . . . . . . . . . . . . . . . . . . 52
     13.9.     Termination  of  Pension  Benefit  Plan . . . . . . . . . . . .52
     13.10.    Notice to Administrative Agent and Lenders of Material
               Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     13.11.    Maintenance  of  Security  Interests  of  Security
               Documents . . . . . . . . . . . . . . . . . . . . . . . . . . .55
          13.11.1.     Preservation  and  Perfection  of  Security
                       Interests . . . . . . . . . . . . . . . . . . . . . . .55
          13.11.2.     Collateral  Held  by  Warehouseman,  Bailee, etc . . . 55
          13.11.3.     Compliance  With  Terms  of  Security  Documents . . . 56
     13.12.    Accounting  System . . . . . . . . . . . . . . . . . . . . . . 56
          13.12.1.     Account  Records . . . . . . . . . . . . . . . . . . . 56
          13.12.2.     Inventory  Records . . . . . . . . . . . . . . . . . . 56
          13.12.3.     Tracing  of  Proceeds . . . . . . . . . . . . . . . . .56
     13.13.    Financial  Statements . . . . . . . . . . . . . . . . . . . . .56
          13.13.1.     Annual  Financial  Statements . . . . . . . . . . . . .56
          13.13.2.     Quarterly  Financial  Statements . . . . . . . . . . . 57
     13.14.    Other  Financial  Information . . . . . . . . . . . . . . . . .57
          13.14.1.     Borrowing  Base  Certificate . . . . . . . . . . . . . 57
          13.14.2.     Schedule  of  Accounts and Schedule of Inventory . . . 57
          13.14.3.     Report  of  Indebtedness . . . . . . . . . . . . . . . 58


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<PAGE>
          13.14.4.     Sales  Report . . . . . . . . . . . . . . . . . . . . .58
          13.14.5.     Other  Reports  or  Information  Concerning
                       Accounts or Inventory . . . . . . . . . . . . . . . . .58
          13.14.6.     Stockholder  and  SEC  Reports . . . . . . . . . . . . 58
          13.14.7.     Pension  Benefit  Plan  Reports . . . . . . . . . . . .58
          13.14.8.     Tax  Returns . . . . . . . . . . . . . . . . . . . . . 58
          13.14.9.     Locations  of  Inventory  Report . . . . . . . . . . . 58
          13.14.10.    Other  Information . . . . . . . . . . . . . . . . . . 58
     13.15.    Review  of  Accounts . . . . . . . . . . . . . . . . . . . . . 58
     13.16.    Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . .58
     13.17.    Annual  Projections . . . . . . . . . . . . . . . . . . . . . .58
     13.18.    Other  Information . . . . . . . . . . . . . . . . . . . . . . 59
     13.19.    Examinations  and  Site Visits by Administrative Agent . . . . 59
     13.20.    Verification  of  Accounts  and  Notices  to  Account
               Debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
     13.21.    Appraisals  of  Collateral . . . . . . . . . . . . . . . . . . 59
     13.22.    Access  to  Officers  and  Auditors . . . . . . . . . . . . . .60
     13.23.    Movement  of  Inventory . . . . . . . . . . . . . . . . . . . .60
     13.24.    Titled  Assets . . . . . . . . . . . . . . . . . . . . . . . . 60
     13.25.    Acquisition  Documents . . . . . . . . . . . . . . . . . . . . 60
     13.26.    Further  Assurances . . . . . . . . . . . . . . . . . . . . . .61
14.  Negative  Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . .61
     14.1.     Investments . . . . . . . . . . . . . . . . . . . . . . . . . .61
     14.2.     Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 62
     14.3.     Payments  on  Other  Creditor  Indebtedness;
               Subordinated Indebtedness . . . . . . . . . . . . . . . . . . .63
     14.4.     Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . .63
     14.5.     Indirect  Obligations . . . . . . . . . . . . . . . . . . . . .63
     14.6.     Security  Interests . . . . . . . . . . . . . . . . . . . . . .63
     14.7.     Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . 64
     14.8.     Leases;  Bailments;  Consignments;  Warehousing . . . . . . . .65
     14.9.     Disposal  of  Property . . . . . . . . . . . . . . . . . . . . 65
     14.10.    Distributions . . . . . . . . . . . . . . . . . . . . . . . . .66
     14.11.    Change  of  Control . . . . . . . . . . . . . . . . . . . . . .66
     14.12.    Capital  Structure;  Equity  Securities . . . . . . . . . . . .66
     14.13.    Change  of  State  of  Formation;  Change  of  Name . . . . . .66
     14.14.    Change  of  Business . . . . . . . . . . . . . . . . . . . . . 67
     14.15.    Transactions  With  Affiliates . . . . . . . . . . . . . . . . 67
     14.16.    Operating  Leases . . . . . . . . . . . . . . . . . . . . . . .67
     14.17.    Conflicting  Agreements . . . . . . . . . . . . . . . . . . . .67
     14.18.    Investment  Banking  and  Finder's  Fees . . . . . . . . . . . 67
     14.19.    Sale  and  Leaseback  Transactions . . . . . . . . . . . . . . 67
     14.20.    New  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . .67
     14.21.    Fiscal  Year . . . . . . . . . . . . . . . . . . . . . . . . . 67
     14.22.    Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     14.23.    S  Corporation  Status . . . . . . . . . . . . . . . . . . . . 67
     14.24.    Depreciation  Methodology . . . . . . . . . . . . . . . . . . .68
     14.25.    Tax  Consolidation . . . . . . . . . . . . . . . . . . . . . . 68
     14.26.    Transactions  Having  a  Material  Adverse  Effect
               on  Covered Person . . . . . . . . . . . . . . . . . . . . . . 68
     14.27.    Storage . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
     14.28.    Like-Kind  Exchange . . . . . . . . . . . . . . . . . . . . . .68
15.  Financial  Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 68
     15.1.     Special  Definitions . . . . . . . . . . . . . . . . . . . . . 68
     15.2.     Minimum  Tangible  Net  Worth . . . . . . . . . . . . . . . . .70


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<PAGE>
     15.3.     Maximum  Net  Loss  After  Tax . . . . . . . . . . . . . . . . 70
     15.4.     Minimum  Fixed  Charge  Coverage . . . . . . . . . . . . . . . 70
     15.5.     Maximum  Total  Funded  Indebtedness  to  EBITDA . . . . . . . 70
16.  Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
     16.1.     Events  of  Default . . . . . . . . . . . . . . . . . . . . . .70
          16.1.1.     Failure  to  Pay  Principal  or  Interest . . . . . . . 70
          16.1.2.     Failure  to  Pay  Certain  Other Amounts Owed to
                      Lenders . . . . . . . . . . . . . . . . . . . . . . . . 71
          16.1.3.     Failure  to  Pay  Examination and Appraisal Costs . . . 71
          16.1.4.     Failure  to  Pay  Amounts  Owed  to Other Persons . . . 71
          16.1.5.     Representations  or  Warranties . . . . . . . . . . . . 71
          16.1.6.     Certain  Covenants  with  Cure  Periods . . . . . . . . 71
          16.1.7.     Certain  Covenants  Without  Cure  Periods . . . . . . .71
          16.1.8.     Other  Covenants . . . . . . . . . . . . . . . . . . . .71
          16.1.9.     Acceleration  of  Other  Indebtedness . . . . . . . . . 71
          16.1.10.    Default  Under  Other  Agreements . . . . . . . . . . . 72
          16.1.11.    Other Creditor Indebtedness.; Subordinated
                      Indebtedness . . . . . . . . . . . . . . . . . . . . . .72
          16.1.12.    Bankruptcy;  Insolvency;  Etc . . . . . . . . . . . . . 72
          16.1.13.    Judgments;  Attachment;  Settlement;  Etc . . . . . . . 72
          16.1.14.    Pension  Benefit  Plan  Termination,  Etc . . . . . . . 73
          16.1.15.    Liquidation  or  Dissolution . . . . . . . . . . . . . .73
          16.1.16.    Seizure  of  Assets . . . . . . . . . . . . . . . . . . 73
          16.1.17.    Racketeering  Proceeding . . . . . . . . . . . . . . . .73
          16.1.18.    Loan  Documents;  Security  Interests . . . . . . . . . 73
          16.1.19.    Loss  to  Collateral . . . . . . . . . . . . . . . . . .74
          16.1.20.    Guaranty;  Guarantor . . . . . . . . . . . . . . . . . .74
          16.1.21.    Material  Adverse  Change . . . . . . . . . . . . . . . 74
          16.1.22.    Negative  Pledge . . . . . . . . . . . . . . . . . . . .74
     16.2.     Cross-Default . . . . . . . . . . . . . . . . . . . . . . . . .74
     16.3.     Rights  and  Remedies . . . . . . . . . . . . . . . . . . . . .74
          16.3.1.     Termination  of  Commitments . . . . . . . . . . . . . .74
          16.3.2.     Acceleration;  Funding . . . . . . . . . . . . . . . . .74
          16.3.3.     Right  of  Set-off . . . . . . . . . . . . . . . . . . .75
          16.3.4.     Notice  to  Account  Debtors . . . . . . . . . . . . . .75
          16.3.5.     Entry  Upon  Premises  and  Access to Information . . . 75
          16.3.6.     Completion  of  Uncompleted  Inventory  Items . . . . . 76
          16.3.7.     Borrower's  Obligations . . . . . . . . . . . . . . . . 76
          16.3.8.     Secured  Party  Rights . . . . . . . . . . . . . . . . .76
          16.3.9.     Joint  and  Several . . . . . . . . . . . . . . . . . . 77
          16.3.10.    Miscellaneous . . . . . . . . . . . . . . . . . . . . . 78
     16.4.     Application  of  Funds . . . . . . . . . . . . . . . . . . . . 78
     16.5.     Limitation  of  Liability;  Waiver . . . . . . . . . . . . . . 78
     16.6.     Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
17.  Administrative  Agent  and  Lenders . . . . . . . . . . . . . . . . . . .79
     17.1.     Appointment,  Powers,  and  Immunities . . . . . . . . . . . . 79
     17.2.     Reliance  by  Administrative  Agent . . . . . . . . . . . . . .79
     17.3.     Employment  of  Administrative  Agents  and  Counsel . . . . . 80
     17.4.     Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
     17.5.     Rights  as  Lender . . . . . . . . . . . . . . . . . . . . . . 80
     17.6.     Indemnification . . . . . . . . . . . . . . . . . . . . . . . .80
     17.7.     Notification  of  Lenders . . . . . . . . . . . . . . . . . . .81
     17.8.     Non-Reliance  on  Agent  and  Other  Lenders . . . . . . . . . 81


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<PAGE>
     17.9.     Resignation . . . . . . . . . . . . . . . . . . . . . . . . . .82
     17.10.    Collections  and  Distributions  to  Lenders  by
               Administrative Agent . . . . . . . . . . . . . . . . . . . . . 82
     17.11.    Provision  Regarding  Payments . . . . . . . . . . . . . . . . 82
18.  General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
     18.1.     Lenders'  Right  to  Cure . . . . . . . . . . . . . . . . . . .83
     18.2.     Rights  Not  Exclusive . . . . . . . . . . . . . . . . . . . . 83
     18.3.     Survival  of  Agreements . . . . . . . . . . . . . . . . . . . 83
     18.4.     Assignments . . . . . . . . . . . . . . . . . . . . . . . . . .83
          18.4.1.     Permitted  Assignments . . . . . . . . . . . . . . . . .83
          18.4.2.     Register;  Consequences and Effect of Assignments . . . 84
          18.4.3.     Administrative  Agent to Retain Copies of
                      Assignments and Acceptances . . . . . . . . . . . . . . 85
          18.4.4.     Notice  to  Borrower  of  Assignment . . . . . . . . . .85
          18.4.5.     Assignment  to  Federal  Reserve  Bank . . . . . . . . .86
          18.4.6.     Information . . . . . . . . . . . . . . . . . . . . . . 86
          18.4.7.     Sale  of  Participations . . . . . . . . . . . . . . . .86
     18.5.     Payment  of  Expenses . . . . . . . . . . . . . . . . . . . . .86
     18.6.     General  Indemnity . . . . . . . . . . . . . . . . . . . . . . 86
     18.7.     Letters  of  Credit . . . . . . . . . . . . . . . . . . . . . .88
     18.8.     Changes  in  Accounting  Principles . . . . . . . . . . . . . .89
     18.9.     Loan  Records . . . . . . . . . . . . . . . . . . . . . . . . .89
     18.10.    Other  Security  and  Guaranties . . . . . . . . . . . . . . . 89
     18.11.    Loan  Obligations  Payable  in  Dollars . . . . . . . . . . . .90
     18.12.    Reimbursement  Obligations  of  Borrower . . . . . . . . . . . 90
     18.13.    Confidentiality . . . . . . . . . . . . . . . . . . . . . . . .91
     18.14.    Tax  Treatment  Waiver . . . . . . . . . . . . . . . . . . . . 91
     18.15.    Termination . . . . . . . . . . . . . . . . . . . . . . . . . .91
          18.15.1.     Termination  Fee . . . . . . . . . . . . . . . . . . . 91
          18.15.2.     Liquidated  Damages . . . . . . . . . . . . . . . . . .92
          18.15.3.     Irrevocable;  Termination  of  Entire  Agreement . . . 92
          18.15.4.     Effect  on  Obligations . . . . . . . . . . . . . . . .92
19.  Binding  Arbitration.   . . . . . . . . . . . . . . . . . . . . . . . . .92
     19.1.     Arbitrable  Claims . . . . . . . . . . . . . . . . . . . . . . 92
     19.2.     Administrative  Body.  . . . . . . . . . . . . . . . . . . . . 93
     19.3.     Hearings . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
     19.4.     Discovery . . . . . . . . . . . . . . . . . . . . . . . . . . .93
     19.5.     Exemplary  or  Punitive  Damages . . . . . . . . . . . . . . . 94
     19.6.     Confidentiality  of  Awards . . . . . . . . . . . . . . . . . .94
     19.7.     Prejudgment  and  Provisional  Remedies . . . . . . . . . . . .94
     19.8.     Attorneys'  Fees . . . . . . . . . . . . . . . . . . . . . . . 94
     19.9.     Limitations . . . . . . . . . . . . . . . . . . . . . . . . . .94
     19.10.    Survival  After  Termination . . . . . . . . . . . . . . . . . 94
     19.11.    Invalidity/Unenforceability  of Binding Arbitration;
               Jury Trial Waiver;  Service  of  Process;  Forum . . . . . . . 95
          19.11.1.     Jury  Trial  Waiver . . . . . . . . . . . . . . . . . .95
          19.11.2.     Choice  of  Forum . . . . . . . . . . . . . . . . . . .95
          19.11.3.     Service  of  Process . . . . . . . . . . . . . . . . . 95
20.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95
     20.1.     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .96
     20.2.     Amendments  and  Modifications;  Waivers  and
               Consents;  All Lenders . . . . . . . . . . . . . . . . . . . . 96
     20.3.     Course  of  Dealing . . . . . . . . . . . . . . . . . . . . . .97


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<PAGE>
     20.4.     Rights  Cumulative . . . . . . . . . . . . . . . . . . . . . . 97
     20.5.     Successors  and  Assigns . . . . . . . . . . . . . . . . . . . 97
     20.6.     Severability . . . . . . . . . . . . . . . . . . . . . . . . . 97
     20.7.     Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 97
     20.8.     Governing  Law;  No  Third  Party  Rights . . . . . . . . . . .98
     20.9.     Counterpart  Facsimile  Execution . . . . . . . . . . . . . . .98
     20.10.    No  Other  Agreements . . . . . . . . . . . . . . . . . . . . .98
     20.11.    Negotiated  Transaction . . . . . . . . . . . . . . . . . . . .98
     20.12.    Waiver  of  Punitive  and  Exemplary  Damages . . . . . . . . .98
     20.13.    Incorporation  By  Reference . . . . . . . . . . . . . . . . . 98
     20.14.    Statutory  Notice-Insurance . . . . . . . . . . . . . . . . . .98
     20.15.    Statutory  Notice--Oral  Commitments . . . . . . . . . . . . . 99


ix
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