GLOBE BUSINESS RESOURCES, INC.



                          $30,000,000 Principal Amount



                    7.54% Senior Notes due September 1, 2007




                              --------------------

                             NOTE PURCHASE AGREEMENT

                              --------------------




                          Dated as of September 1, 1997







                                                              PPN:  379395 A* 7




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                                TABLE OF CONTENTS


                                                                          Page


1.      AUTHORIZATION OF NOTES...............................................1

2.      SALE AND PURCHASE OF NOTES...........................................1

3.      CLOSING..............................................................2

4.      CONDITIONS TO CLOSING................................................2

        4.1.   Representations and Warranties................................2
        4.2.   Performance; No Default.......................................2
        4.3.   Compliance Certificates.......................................2
        4.4.   Opinions of Counsel...........................................3
        4.5.   Purchase Permitted By Applicable Law, etc.....................3
        4.6.   Sale of Other Notes...........................................3
        4.7.   Payment of Special Counsel Fees...............................3
        4.8.   Private Placement Number......................................4
        4.9.   Changes in Corporate Structure................................4
        4.10.  Proceedings and Documents.....................................4

5.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................4

        5.1.   Organization; Power and Authority.............................4
        5.2.   Authorization, etc............................................4
        5.3.   Disclosure....................................................5
        5.4.   Organization and Ownership of Shares of Subsidiaries..........5
        5.5.   Financial Statements..........................................6
        5.6.   Compliance with Laws, Other Instruments, etc..................6
        5.7.   Governmental Authorizations, etc..............................6
        5.8.   Litigation; Observance of Statutes and Orders.................6
        5.9.   Taxes.........................................................7
        5.10.  Title to Property; Leases.....................................7
        5.11.  Licenses, Permits, etc........................................7
        5.12.  Compliance with ERISA.........................................7
        5.13.  Private Offering by the Company...............................8
        5.14.  Use of Proceeds; Margin Regulations...........................8
        5.15.  Existing Debt.................................................9
        5.16.  Foreign Assets Control Regulations, etc.......................9
        5.17.  Status under Certain Statutes.................................9


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6.      REPRESENTATIONS OF THE PURCHASER.....................................9

        6.1.   Purchase for Investment.......................................9
        6.2.   Source of Funds..............................................10

7.      INFORMATION AS TO COMPANY...........................................11

        7.1.   Financial and Business Information...........................11
        7.2.   Officer's Certificate........................................13
        7.3.   Inspection...................................................14

8.      PREPAYMENT OF THE NOTES.............................................15

        8.1.   Required Prepayments.........................................15
        8.2.   Optional Prepayments with Make-Whole Amount..................15
        8.3.   Allocation of Partial Prepayments............................15
        8.4.   Maturity; Surrender, etc.....................................16
        8.5.   Purchase of Notes............................................16
        8.6.   Make-Whole Amount............................................16

9.      AFFIRMATIVE COVENANTS...............................................18

        9.1.   Compliance with Law..........................................18
        9.2.   Insurance....................................................18
        9.3.   Maintenance of Properties....................................18
        9.4.   Payment of Taxes.............................................18
        9.5.   Corporate Existence, etc.....................................19

10.     NEGATIVE COVENANTS..................................................19

        10.1.  Transactions with Affiliates.................................19
        10.2.  Merger, Consolidation, etc...................................19
        10.3.  Consolidated Net Worth.......................................20
        10.4.  Debt.........................................................21
        10.5.  Current Ratio................................................21
        10.6.  Fixed Charge Coverage Ratio..................................21
        10.7.  Liens........................................................22
        10.8.  Sale of Assets...............................................23
        10.9.  Nature of Business...........................................23
        10.10. Pari Passu Position..........................................23

11.     EVENTS OF DEFAULT...................................................24

12.     REMEDIES ON DEFAULT, ETC............................................25

        12.1.  Acceleration.................................................25
        12.2.  Other Remedies...............................................26
        12.3.  Rescission...................................................26
        12.4.  No Waivers or Election of Remedies, Expenses, etc............27


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13.     REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.......................27

        13.1.  Registration of Notes........................................27
        13.2.  Transfer and Exchange of Notes...............................27
        13.3.  Replacement of Notes.........................................28

14.     PAYMENTS ON NOTES...................................................28

        14.1.  Place of Payment.............................................28
        14.2.  Home Office Payment..........................................28

15.     EXPENSES, ETC.......................................................29

        15.1.  Transaction Expenses.........................................29
        15.2.  Survival.....................................................29

16.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
        AGREEMENT...........................................................30

17.     AMENDMENT AND WAIVER................................................30

        17.1.  Requirements.................................................30
        17.2.  Solicitation of Holders of Notes.............................30
        17.3.  Binding Effect, etc..........................................31
        17.4.  Notes held by Company, etc...................................31

18.     NOTICES.............................................................31

19.     REPRODUCTION OF DOCUMENTS...........................................32

20.     CONFIDENTIAL INFORMATION............................................32

21.     SUBSTITUTION OF PURCHASER...........................................33

22.     MISCELLANEOUS.......................................................34

        22.1.  Successors and Assigns.......................................34
        22.2.  Payments Due on Non-Business Days............................34
        22.3.  Severability.................................................34
        22.4.  Construction.................................................34
        22.5.  Counterparts.................................................34
        22.6.  Governing Law................................................35

SCHEDULE A     --     Information Relating To Purchasers
SCHEDULE B     --     Defined Terms
SCHEDULE 4.9   --     Changes in Corporate Structure
SCHEDULE 5.4   --     Subsidiaries  of the Company and Ownership of Subsidiary
                      Stocks
SCHEDULE 5.5   --     Financial  Statements
SCHEDULE  5.15 --     Existing Debt and Liens
SCHEDULE 10.7  --     Existing Liens
SCHEDULE 13.2  --     Competitors

EXHIBIT 1      --     Form of 7.54% Senior Note due September 1, 2007
EXHIBIT 4.4    --     Forms of Opinions

<PAGE>




                                GLOBE BUSINESS RESOURCES, INC.
                                  The Spectrum Office Towers
                                11260 Chester Road, Suite 400
                                    Cincinnati, Ohio 45246



                           7.54% Senior Notes due September 1, 2007



                                                   Dated as of September 1, 1997


TO EACH OF THE PURCHASERS LISTED IN
        THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

               GLOBE  BUSINESS   RESOURCES,   INC.,  an  Ohio  corporation  (the
"Company"), agrees with you as follows:

1.      AUTHORIZATION OF NOTES.

        The Company will authorize the issue and sale of  $30,000,000  aggregate
principal  amount of its 7.54% Senior Notes due  September 1, 2007 (the "Notes",
such term to include any such notes issued in substitution  therefor pursuant to
Section 13 of this Agreement).  The Notes shall be substantially in the form set
out in Exhibit 1, with such changes therefrom, if any, as may be approved by you
and the Company. Certain capitalized terms used in this Agreement are defined in
Schedule B;  references to a "Schedule" or an "Exhibit"  are,  unless  otherwise
specified, to a Schedule or an Exhibit attached to this Agreement.

2.      SALE AND PURCHASE OF NOTES.

        Subject to the terms and conditions of this Agreement,  the Company will
issue and sell to you and you will  purchase  from the  Company,  at the Closing
provided for in Section 3, Notes in the principal amount specified opposite your
name in  Schedule  A at the  purchase  price  of 100%  of the  principal  amount
thereof.  Your obligation  hereunder and the obligations of the other Purchasers
are several and not joint obligations and you shall have no obligation hereunder
and no liability to any Person for the  performance  or  non-performance  by any
other Purchaser hereunder.

<PAGE>


3.      CLOSING.

     The sale and  purchase  of the Notes to be  purchased  by you and the other
Purchasers shall occur at the offices of Gardner, Carton & Douglas, 321 N. Clark
St.,  Chicago,  Illinois  60610,  at 10:00 a.m.,  Central  time, at a closing on
September  1, 1997 (the  "Closing"),  or on such  other  Business  Day as may be
agreed upon by the Company and the  Purchasers.  At the Closing the Company will
deliver to you in the form of a single Note (or such greater  number of Notes in
denominations  of at least  $100,000 as you may  request)  dated the date of the
Closing and  registered in your name (or in the name of your  nominee),  against
delivery by you to the Company or its order of  immediately  available  funds in
the amount of the  purchase  price  therefor  by wire  transfer  of  immediately
available funds for the account of the Company at The Fifth Third Bank,  Account
Number 711-23737, Account Name: Globe Collection Account, ABA number: 042000314.
If at the Closing the Company shall fail to tender such Notes to you as provided
above in this Section 3, or any of the  conditions  specified in Section 4 shall
not have been fulfilled to your  satisfaction,  you shall, at your election,  be
relieved  of all  further  obligations  under this  Agreement,  without  thereby
waiving   any  rights   you  may  have  by  reason  of  such   failure  or  such
nonfulfillment.

4.      CONDITIONS TO CLOSING.

        Your obligation to purchase and pay for the respective  Notes to be sold
to you at the Closing is subject to the fulfillment to your satisfaction,  prior
to or at the Closing, of the following conditions:

4.1.    Representations and Warranties.

        The  representations  and  warranties  of the Company in this  Agreement
shall be  correct in all  material  respects  (other  than  representations  and
warranties that are subject to a materiality  qualifier,  which shall be correct
in  all  respects)  when  made  and at  the  time  of  the  Closing  other  than
representations  and  warranties  given as of a  certain  date,  which  shall be
correct in all material  respects (or correct in all  respects,  as the case may
be) as of such date.

                                             2


<PAGE>

4.2.    Performance; No Default.

        The Company shall have  performed and complied with all  agreements  and
conditions contained in this Agreement required to be performed or complied with
by it prior to or at the Closing and,  after giving effect to the issue and sale
of the Notes (and the  application of the proceeds  thereof as  contemplated  by
Section  5.14),  no  Default  or Event of Default  shall  have  occurred  and be
continuing as of the Closing.

4.3.    Compliance Certificates.

               (a) Officer's  Certificate.  The Company shall have  delivered to
you an Officer's Certificate,  dated the date of the Closing certifying that the
conditions  specified  in  Sections  4.1,  4.2 and 4.9 have been  fulfilled  and
certifying  as to such  factual  matters as you may have  specified  pursuant to
Section 4.5.

               (b) Secretary's Certificate.  The Company shall have delivered to
you a  certificate,  as to which  there  shall be no  personal  (as  opposed  to
corporate)  liability  dated  the  date  of  the  Closing  certifying  as to the
resolutions  attached  thereto and other corporate  proceedings  relating to the
authorization, execution and delivery of the Notes and the Agreement.

4.4.    Opinions of Counsel.

        You shall have received  opinions in form and substance  satisfactory to
you, dated the date of the Closing (a) from Keating, Meuthing & Klekamp, P.L.L.,
special  counsel for the Company,  covering the matters set forth in Exhibit 4.4
and covering such other matters incident to the transactions contemplated hereby
as you or your counsel may reasonably  request (and the Company hereby instructs
its  counsel to deliver  such  opinion  to you) and (b) from  Gardner,  Carton &
Douglas,   your  special   counsel  in   connection   with  such   transactions,
substantially  in the form set forth in  Exhibit  4.4 and  covering  such  other
matters incident to such transactions as you may reasonably request.

4.5.    Purchase Permitted By Applicable Law, etc.

        On the date of the  Closing,  your  purchase  of the Notes  shall (i) be
permitted  by the laws and  regulations  of each  jurisdiction  to which you are
subject,  without recourse to provisions (such as Section  1405(a)(8) of the New
York  Insurance  Law)  permitting  limited  investments  by insurance  companies
without restriction as to the character of the particular  investment,  (ii) not
violate  any  applicable  law  or  regulation  (including,  without  limitation,
Regulation  G, T or X of the Board of Governors of the Federal  Reserve  System)
and (iii) not subject you to any tax,  penalty or liability under or pursuant to
any applicable  law or regulation,  which law or regulation was not in effect on
the date  hereof.  If  requested  by you,  you shall have  received an Officer's
Certificate  certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so permitted.


                                             3


<PAGE>

4.6.    Sale of Other Notes.

        Contemporaneously  with the  Closing  the  Company  shall sell  to  the
other  Purchasers  and  the  other  Purchasers shall  purchase the  Notes  to be
purchased by them as specified in Schedule A.

4.7.    Payment of Special Counsel Fees.

        Without  limiting the provisions of Section 15.1, the Company shall have
paid on or before the Closing the reasonable fees,  charges and disbursements of
your  special  counsel  referred to in Section 4.4 to the extent  reflected in a
statement  of such  counsel  rendered to the Company at least one  Business  Day
prior to such Closing.

4.8.    Private Placement Number.

        A Private  Placement  number  issued by Standard & Poor's CUSIP  Service
Bureau (in  cooperation  with the  Securities  Valuation  Office of the National
Association of Insurance  Commissioners)  shall have been obtained for the Notes
by your special counsel or the placement agent.

4.9.    Changes in Corporate Structure.

        Except as specified in Schedule  4.9, at any time  following the date of
the most recent  financial  statements  referred to in Schedule 5.5, the Company
shall not have changed its  jurisdiction of incorporation or been a party to any
merger or  consolidation  and shall not have succeeded to all or any substantial
part of the liabilities of any other entity.

4.10.   Proceedings and Documents.

        All corporate and other  proceedings in connection with the transactions
contemplated  by this  Agreement and all documents and  instruments  incident to
such  transactions  shall be  reasonably  satisfactory  to you and your  special
counsel,  and  you and  your  special  counsel  shall  have  received  all  such
counterpart  originals or certified or other copies of such  documents as you or
they may reasonably request.


5.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

        The Company  represents and warrants to the Purchasers as of the Closing
that:

5.1.    Organization; Power and Authority.

        The Company is a  corporation  organized,  validly  existing and in good
standing  under  the  laws of its  jurisdiction  of  incorporation,  and is duly
qualified  as a foreign  corporation  and is in good  standing (or the local law
equivalent) in each jurisdiction in which such qualification is required by law,
other than those  jurisdictions as to which the failure to be so qualified or in
good standing (or the local law  equivalent)  would not,  individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has the corporate  power and authority to own or hold under lease the properties
it purports to own or hold under  lease,  to transact  the business it transacts
and proposes to transact,  to execute and deliver this  Agreement  and the Notes
and to perform the provisions hereof and thereof.

                                             4


<PAGE>


5.2.    Authorization, etc.

        This Agreement and the Notes have been duly  authorized by all necessary
corporate action on the part of the Company, and this Agreement constitutes, and
upon execution and delivery  thereof each Note will constitute,  a legal,  valid
and  binding  obligation  of the  Company  enforceable  against  the  Company in
accordance with its terms,  except as such  enforceability may be limited by (i)
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws affecting the enforcement of creditors'  rights  generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

5.3.    Disclosure.

        The Company,  through its agent,  William Blair & Company,  L.L.C.,  has
delivered  to you and each other  Purchaser  a copy of a  Placement  Memorandum,
dated July 1997 (the  "Memorandum"),  relating to the transactions  contemplated
hereby. With respect to the historical information contained herein and therein,
this Agreement,  the Memorandum,  the documents,  certificates or other writings
furnished to the Purchasers and the financial statements listed in Schedule 5.5,
taken as a whole, do not contain any untrue statement of a material fact or omit
to state  any  material  fact  necessary  to make  the  statements  therein  not
misleading  in light of the  circumstances  under  which  they were  made.  With
respect to the  projections,  forecasts  and other  forward-looking  information
contained in this  Agreement,  the  Memorandum,  the documents,  certificates or
other writings  furnished to the Purchasers and the financial  statements listed
in  Schedule  5.5,  taken as a whole,  such  projections,  forecasts  and  other
forward-looking  information  were prepared in good faith based upon  reasonable
assumptions  by  management  of the Company and  reflect  the  Company's  actual
subjective  expectations  for its operations and  performance  for the indicated
periods.  Except as disclosed in the Memorandum or as expressly described in one
of the documents, certificates or other writings furnished to the Purchasers, or
in the financial  statements  listed in Schedule 5.5,  since  February 28, 1997,
there has been no change in the  financial  condition,  operations,  business or
properties  of  the  Company  or any of its  Subsidiaries  except  changes  that
individually  or in the  aggregate  would not  reasonably  be expected to have a
Material Adverse Effect.

5.4.    Organization and Ownership of Shares of Subsidiaries.

        (a)  Schedule  5.4 is (except as noted  therein) a complete  and correct
list of the Company's Subsidiaries,  showing, as to each Subsidiary, the correct
name thereof, the jurisdiction of its organization, whether such Subsidiary is a
Restricted Subsidiary, and the percentage of shares of each class of its capital
stock or similar  equity  interests  outstanding  owned by the  Company and each
other Subsidiary.

        (b) All of the  outstanding  shares of capital  stock or similar  equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company
and its Subsidiaries have been validly issued,  are fully paid and nonassessable
and are owned by the  Company or another  Subsidiary  free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).

        (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other
legal entity organized,  validly existing and in good standing (or the local law
equivalent)  under the laws of its  jurisdiction  of  organization,  and is duly
qualified as a foreign corporation or other legal entity and is in good standing

                                             5


<PAGE>


(or the local law equivalent) in each  jurisdiction in which such  qualification
is required by law, other than those jurisdictions as to which the failure to be
so  qualified  or in good  standing  (or the local law  equivalent)  would  not,
individually  or in the  aggregate,  reasonably  be  expected to have a Material
Adverse  Effect.  Each such  Subsidiary  has the  corporate  or other  power and
authority to own or hold under lease the  properties  it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

5.5.    Financial Statements.

        The Company has  delivered  to each  Purchaser  copies of the  financial
statements  of the Company and its  Subsidiaries  listed on Schedule 5.5. All of
said  financial  statements  (including  in each case the related  schedules and
notes)  fairly  present in all  material  respects  the  consolidated  financial
position  of  the  Company  and  its  Subsidiaries  as of the  respective  dates
specified in such Schedule and the consolidated  results of their operations and
cash flows for the  respective  periods so specified  and have been  prepared in
accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments).

5.6.    Compliance with Laws, Other Instruments, etc.

        The execution, delivery and performance by the Company of this Agreement
and the Notes will not (i) contravene,  result in any breach of, or constitute a
default under,  or result in the creation of any Lien in respect of any property
of the Company or any Subsidiary under, any indenture,  mortgage, deed of trust,
loan, purchase or credit agreement,  lease, corporate charter or by-laws, or any
other Material agreement or instrument to which the Company or any Subsidiary is
bound or by which  the  Company  or any  Subsidiary  or any of their  respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms,  conditions or provisions of any order,  judgment,  decree, or
ruling of any court,  arbitrator  or  Governmental  Authority  applicable to the
Company  or  any   Subsidiary  or  (iii)   assuming  the   correctness   of  the
representations and warranties of the Purchasers in this Agreement,  violate any
provision  of any  statute  or  other  rule or  regulation  of any  Governmental
Authority applicable to the Company or any Subsidiary.

5.7.    Governmental Authorizations, etc.

        Assuming the  correctness of the  representations  and warranties of the
Purchasers  in this  Agreement,  no consent,  approval or  authorization  of, or
registration, filing or declaration with, any Governmental Authority is required
in connection with the execution, delivery or performance by the Company of this
Agreement or the Notes.

5.8.    Litigation; Observance of Statutes and Orders.

        (a)  There  are no  actions,  suits or  proceedings  pending  or, to the
knowledge of the  Company,  threatened  against or affecting  the Company or any
Subsidiary  or any  property  of the Company or any  Subsidiary  in any court or
before any  arbitrator  of any kind or before or by any  Governmental  Authority
that,  individually or in the aggregate,  would reasonably be expected to have a
Material Adverse Effect.

                                             6


<PAGE>


        (b)  Neither  the Company  nor any  Subsidiary  is in default  under any
order,  judgment,  decree or ruling of any  court,  arbitrator  or  Governmental
Authority  or  is in  violation  of  any  applicable  law,  ordinance,  rule  or
regulation (including without limitation Environmental Laws) of any Governmental
Authority,  which default or violation,  individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

5.9.    Taxes.

        The Company and its Subsidiaries  have filed all income tax returns that
are  required  to have been filed in any  jurisdiction,  and have paid all taxes
shown to be due and payable on such returns and all other taxes and  assessments
payable by them,  to the extent such taxes and  assessments  have become due and
payable  and  before  they  have  become  delinquent,  except  for any taxes and
assessments  (i) the  amount of which is not  individually  or in the  aggregate
Material or (ii) the  amount,  applicability  or validity of which is  currently
being  contested in good faith by  appropriate  proceedings  and with respect to
which the Company or a Subsidiary,  as the case may be, has established adequate
reserves in accordance  with GAAP.  The Federal  income tax  liabilities  of the
Company  and its  Subsidiaries  have been  determined  by the  Internal  Revenue
Service and paid for all fiscal years up to and  including the fiscal year ended
February 28, 1997.

5.10.   Title to Property; Leases.

        The Company and its Subsidiaries have good and sufficient title to their
respective Material  properties,  including all such properties reflected in the
most recent  audited  balance  sheet  referred to in Section 5.5 or purported to
have been acquired by the Company or any  Subsidiary  after said date (except as
sold or otherwise disposed of in the ordinary course of business),  in each case
free and clear of Liens  prohibited by this Agreement,  except for those defects
in title and Liens  that,  individually  or in the  aggregate,  would not have a
Material Adverse Effect. All Material leases are valid and subsisting and are in
full force and effect in all material respects.

5.11.   Licenses, Permits, etc.

        The Company and its  Subsidiaries  own,  possess all licenses,  permits,
franchises,  authorizations,  patents, copyrights, service marks, trademarks and
trade names, or rights thereto,  that are Material,  without known conflict with
the rights of others,  except for those conflicts  that,  individually or in the
aggregate, would not have a Material Adverse Effect.

5.12.   Compliance with ERISA.

        (a) The Company and each ERISA Affiliate have operated and  administered
each Plan in compliance  with all  applicable  laws except for such instances of
noncompliance  as have not resulted in and could not  reasonably  be expected to
result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate
has incurred any liability  pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans (as defined
in Section 3 of ERISA),  and no event,  transaction or condition has occurred or
exists that would reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA  Affiliate,  or in the  imposition  of any
Lien on any of the  rights,  properties  or assets of the  Company  or any ERISA
Affiliate,  in either case pursuant to Title I or IV of ERISA or to such penalty
or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than
such liabilities or Liens as would not  be  individually  or  in  the  aggregate
Material.

                                             7


<PAGE>


        (b) The Company has no aggregate benefit liabilities under any Plan. The
term "benefit  liabilities"  has the meaning  specified in section 4001 of ERISA
and the terms "current value" and "present value" have the meaning  specified in
section 3 of ERISA.

        (c) The Company and its ERISA  Affiliates  have not incurred  withdrawal
liabilities  (and are not subject to contingent  withdrawal  liabilities)  under
section  4201  or  4204  of  ERISA  in  respect  of  Multiemployer   Plans  that
individually or in the aggregate are Material.

        (d) The expected postretirement benefit obligation (determined as of the
last day of the  Company's  most recently  ended fiscal year in accordance  with
Financial  Accounting  Standards  Board  Statement  No. 106,  without  regard to
liabilities  attributable to continuation  coverage mandated by section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

        (e) The  execution  and delivery of this  Agreement and the issuance and
sale of the Notes hereunder will not involve any transaction  that is subject to
the prohibitions of section 406 of ERISA or in connection with which a tax could
be  imposed   pursuant  to  section   4975(c)(1)(A)-   (D)  of  the  Code.   The
representation  by the Company in the first sentence of this Section  5.12(e) is
made in reliance  upon and subject to the  accuracy  of your  representation  in
Section 6.2 as to the sources of the funds to be used to pay the purchase  price
of the Notes to be purchased by you.

5.13.   Private Offering by the Company.

        Neither  the  Company  nor anyone  acting on its behalf has  offered the
Notes or any similar  securities  for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof with,
any Person other than you, and not more than 49 other  Institutional  Investors,
each of which  has been  offered  the Notes at a  private  sale for  investment.
Neither the Company nor anyone acting on its behalf has taken, or will take, any
action that would subject the issuance or sale of the Notes to the  registration
requirements of Section 5 of the Securities Act.

5.14.   Use of Proceeds; Margin Regulations.

        The  Company  will apply the  proceeds of the sale of the Notes to repay
existing bank Debt and for general corporate  purposes.  No part of the proceeds
from the sale of the Notes hereunder will be used,  directly or indirectly,  for
the  purpose of buying or  carrying  any  margin  stock  within  the  meaning of
Regulation  G of the Board of Governors  of the Federal  Reserve  System (12 CFR
207),  or for the  purpose of buying or  carrying  or trading in any  securities
under such  circumstances as to involve the Company in a violation of Regulation
X of said Board (12 CFR 224) or to involve  any broker or dealer in a  violation
of  Regulation T of said Board (12 CFR 220).  Margin  stock does not  constitute
more than 5% of the value of the  consolidated  assets  of the  Company  and its
Subsidiaries  and the Company  does not have any present  intention  that margin
stock will constitute more than 5% of the value of such assets.  As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall have
the meanings assigned to them in said Regulation G.

                                             8


<PAGE>

5.15.   Existing Debt.

        Except as  described  therein,  Schedule  5.15 sets forth a complete and
correct list of all outstanding  Debt of the Company and its  Subsidiaries as of
September  1, 1997,  since which date there has been no  Material  change in the
amounts,  interest rates,  sinking funds,  installment payments or maturities of
the  Debt of the  Company  or its  Subsidiaries.  Neither  the  Company  nor any
Subsidiary is in default and no waiver of default is currently in effect, in the
payment  of any  principal  or  interest  on any  Debt  of the  Company  or such
Subsidiary  and no event or  condition  exists  with  respect to any Debt of the
Company or any Subsidiary that would permit (or that with notice or the lapse of
time, or both, would permit) one or more Persons to cause such to become due and
payable before its stated  maturity or before its regularly  scheduled  dates of
payment.

5.16.   Foreign Assets Control Regulations, etc.

        Neither  the sale of the Notes by the Company  hereunder  nor its use of
the proceeds thereof will violate the Trading with the Enemy Act, as amended, or
any of the foreign  assets  control  regulations  of the United States  Treasury
Department  (31  CFR,  Subtitle  B,  Chapter  V,  as  amended)  or any  enabling
legislation or executive order relating thereto.

5.17.   Status under Certain Statutes.

        Neither the Company nor any  Subsidiary is subject to  regulation  under
the  Investment  Company Act of 1940,  as amended,  the Public  Utility  Holding
Company Act of 1935, as amended, the Interstate Commerce Act, as amended, or the
Federal Power Act, as amended.


6.      REPRESENTATIONS OF THE PURCHASER.

6.1.    Purchase for Investment.

        You represent  that you are purchasing the Notes for your own account or
for one or more separate accounts maintained by you or for the account of one or
more  pension or trust  funds and not with a view to the  distribution  thereof,
provided that the  disposition  of your or their  property shall at all times be
within  your or their  control.  You  understand  that the  Notes  have not been
registered  under  the  Securities  Act and  may be  resold  only if  registered
pursuant  to the  provisions  of the  Securities  Act  or if an  exemption  from
registration  is  available,  except  under  circumstances  where  neither  such
registration  nor such an  exemption is required by law, and that the Company is
not required to register the Notes.

6.2.    Source of Funds.

        You  represent  that at  least  one of the  following  statements  is an
accurate  representation  as to each source of funds (a  "Source") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

        (a) if you are an insurance company,  the Source does not include assets
allocated  to any  separate  account  maintained  by you in which  any  employee
benefit  plan (or its  related  trust) has any  interest,  other than a separate
account  that  is  maintained  solely  in connection with your fixed contractual

                                             9


<PAGE>


obligations  under which the amounts payable,  or credited,  to such plan and to
any  participant or  beneficiary of such plan  (including any annuitant) are not
affected in any manner by the investment performance of the separate account; or

        (b) the  Source is  either  (i) an  insurance  company  pooled  separate
account,  within the meaning of Prohibited  Transaction  Exemption  ("PTE") 90-1
(issued January 29, 1990), or (ii) a bank collective investment fund, within the
meaning  of the PTE  91-38  (issued  July  12,  1991)  and,  except  as you have
disclosed to the Company in writing  pursuant to this paragraph (b), no employee
benefit  plan or group of plans  maintained  by the same  employer  or  employee
organization  beneficially  owns more than 10% of all assets  allocated  to such
pooled separate account or collective investment fund; or

        (c) the Source  constitutes  assets of an "investment  fund" (within the
meaning of Part V of the QPAM  Exemption)  managed by a "qualified  professional
asset manager" or "QPAM"  (within the meaning of Part V of the QPAM  Exemption),
no employee  benefit  plan's assets that are included in such  investment  fund,
when combined with the assets of all other employee benefit plans established or
maintained  by the same  employer  or by an  affiliate  (within  the  meaning of
Section  V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization  and managed by such QPAM,  exceed 20% of the total  client  assets
managed by such QPAM,  the conditions of Part I(c) and (g) of the QPAM Exemption
are  satisfied,  neither the QPAM nor a person  controlling or controlled by the
QPAM  (applying  the  definition  of  "control"  in  Section  V(e)  of the  QPAM
Exemption)  owns a 5% or more  interest in the  Company and (i) the  identity of
such QPAM and (ii) the names of all  employee  benefit  plans  whose  assets are
included in such  investment  fund have been disclosed to the Company in writing
pursuant to this paragraph (c); or

        (d)    the Source is a governmental plan; or

        (e) the  Source is one or more  employee  benefit  plans,  or a separate
account or trust fund comprised of one or more employee  benefit plans,  each of
which has been  identified to the Company in writing  pursuant to this paragraph
(e); or

        (f) the Source does not include  assets of any  employee  benefit  plan,
other than a plan exempt from the coverage of ERISA; or

        (g) if you are an insurance  company and the Source  includes  assets of
your general  account,  the  acquisition of the Notes by the Purchaser is exempt
under PTE 95-60 (issued July 12, 1995).

As used in this Section 6.2, the terms  "employee  benefit plan",  "governmental
plan",  "party in interest" and  "separate  account"  shall have the  respective
meanings assigned to such terms in section 3 of ERISA.

                                             10


<PAGE>


7.      INFORMATION AS TO COMPANY.

7.1.    Financial and Business Information.

        The  Company   shall  deliver  to  each  holder  of  Notes  that  is  an
Institutional Investor:

     (a) Quarterly  Statements -- within 45 days after the end of each quarterly
fiscal period in each fiscal year of the Company  (other than the last quarterly
fiscal period of each such fiscal year), duplicate copies of,

               (i)  a  consolidated   balance  sheet  of  the  Company  and  its
          Subsidiaries as at the end of such quarter, and

               (ii)  consolidated  statements  of income  and cash  flows of the
          Company and its Subsidiaries, for such quarter and (in the case of the
          second and third  quarters)  for the portion of the fiscal year ending
          with such quarter,

setting forth in each case in comparative form the figures for the corresponding
periods in the  previous  fiscal year,  all in  reasonable  detail,  prepared in
accordance with GAAP applicable to quarterly financial statements generally, and
certified by a Senior Financial Officer (as to which certificate there shall not
be any personal (as opposed to corporate)  liability) as fairly  presenting,  in
all material respects, the financial position of the companies being reported on
and their results of  operations  and cash flows,  subject to changes  resulting
from  year-end  adjustments;  provided,  that  delivery  within the time  period
specified  above of  copies  of the  Company's  Quarterly  Report  on Form  10-Q
prepared  in  compliance  with the  requirements  therefor  and  filed  with the
Securities and Exchange  Commission  shall be deemed to satisfy the requirements
of this Section 7.1(a);

     (b) Annual  Statements  -- within 90 days after the end of each fiscal year
of the Company, duplicate copies of,

               (i) audited  consolidated  and  unaudited  consolidating  balance
          sheets  of the  Company  and its  Subsidiaries,  as at the end of such
          year, and

               (ii) audited consolidated and unaudited consolidating  statements
          of  income  and cash  flows and  audited  consolidated  statements  of
          changes in stockholders'  equity of the Company and its  Subsidiaries,
          for such year,

setting  forth in each case in  comparative  form the figures  for the  previous
fiscal year,  all in reasonable  detail,  prepared in accordance  with GAAP, and
accompanied in the case of the consolidated statements only

                    (A) by an opinion  thereon of independent  certified  public
               accountants of recognized national standing,  which opinion shall
               state  that such  financial  statements  present  fairly,  in all
               material respects,  the financial position of the companies being
               reported upon and their results of operations  and cash flows and
               have  been  prepared  in  conformity  with  GAAP,  and  that  the
               examination of such accountants in connection with such financial
               statements has been made in accordance  with  generally  accepted
               auditing  standards,  and that such audit  provides a  reasonable
               basis for such opinion in the circumstances; and


                                             11


<PAGE>



                    (B) by a certificate of such  accountants  stating that they
               have reviewed  this  Agreement and stating  further  whether,  in
               making  their audit,  they have become aware of any  condition or
               event that then  constitutes  a Default  or an Event of  Default,
               and,  if they are aware  that any such  condition  or event  then
               exists, specifying the nature and period of the existence thereof
               (it being understood that such  accountants  shall not be liable,
               directly or  indirectly,  for any failure to obtain  knowledge of
               any Default or Event of Default  unless such  accountants  should
               have obtained  knowledge thereof in making an audit in accordance
               with generally  accepted auditing  standards or did not make such
               an audit),

and provided  that the delivery  within the time period  specified  above of the
Company's  Annual  Report on Form 10-K for such fiscal year  (together  with the
Company's annual report to stockholders, if any, prepared pursuant to Rule 14a-3
under the Exchange Act) prepared in accordance with the  requirements  therefor,
containing  all of the foregoing  information  and filed with the Securities and
Exchange  Commission,  together with the accountant's  certificate  described in
clause (B) above,  shall be deemed to satisfy the  requirements  of this Section
7.1(b), other than with respect to required consolidating statements;

        (c) SEC and Other Reports -- promptly upon their becoming available, and
if applicable, one copy of (i) each financial statement, report, notice or proxy
statement  sent by the Company or any  Subsidiary to public  securities  holders
generally, and (ii) each regular or periodic report, each registration statement
that shall have become effective (without exhibits except as expressly requested
by such holder),  and each final prospectus and all amendments  thereto filed by
the Company or any Subsidiary with the Securities and Exchange Commission;

        (d) Notice of Default or Event of Default -- promptly,  and in any event
within five days after a Responsible  Officer becoming aware of the existence of
any  Default or Event of Default,  a written  notice  specifying  the nature and
period of existence thereof and what action the Company is taking or proposes to
take with respect thereto;

        (e) ERISA  Matters -- promptly,  and in any event  within five  Business
Days after a  Responsible  Officer  becoming  aware of any of the  following,  a
written notice setting forth the nature thereof and the action, if any, that the
Company or an ERISA Affiliate proposes to take with respect thereto:

                      (i) with respect to any Plan,  any  reportable  event,  as
        defined in section 4043(b) of ERISA and the regulations thereunder,  for
        which notice thereof has not been waived pursuant to such regulations as
        in effect on the date hereof; or

                      (ii) the taking by the PBGC of steps to institute,  or the
        threatening by the PBGC of the institution of, proceedings under section
        4042 of ERISA for the termination of, or the appointment of a trustee to
        administer,  any  Plan,  or the  receipt  by the  Company  or any  ERISA
        Affiliate  of a notice  from a  Multiemployer  Plan that such action has
        been taken by the PBGC with respect to such Multiemployer Plan; or

                      (iii) any  event,  transaction  or  condition  that  could
        result in the  incurrence  of any  liability by the Company or any ERISA
        Affiliate  pursuant  to Title I or IV of ERISA or the  penalty or excise
        tax provisions of the Code relating  to  employee  benefit  plans, or in

                                             12


<PAGE>


        the imposition of any Lien on any of the rights, properties or assets of
        the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or
        such penalty or excise tax provisions,  if such liability or Lien, taken
        together with any other such  liabilities or Liens then existing,  would
        reasonably be expected to have a Material Adverse Effect; and

        (f) Requested Information -- with reasonable promptness, such other data
and  information  relating  to  the  business,  operations,  affairs,  financial
condition,  assets or  properties of the Company or any of its  Subsidiaries  or
relating to the ability of the Company to perform its obligations  hereunder and
under  the Notes as from time to time may be  reasonably  requested  by any such
holder of Notes.

7.2.    Officer's Certificate.

        Each set of financial statements delivered to a holder of Notes pursuant
to  Section  (a) or  Section  (b) of  Section  7.1  shall  be  accompanied  by a
certificate of a Senior Financial  Officer (as to which  certificate there shall
be no personal (as opposed to corporate) liability) setting forth:

        (a)  Covenant   Compliance  --  the  information   (including   detailed
calculations,  if applicable) required in order to establish whether the Company
was in compliance  with the  requirements of Sections 10.2 through 10.10 hereof,
inclusive,  during the quarterly or annual period covered by the statements then
being furnished (including, with respect to each such Section, where applicable,
the calculations of the maximum or minimum amount,  ratio or percentage,  as the
case may be,  permissible under the terms of such Sections,  and the calculation
of the amount, ratio or percentage then in existence); and

        (b) Event of Default -- a statement  that such  officer has reviewed the
relevant  terms  hereof  and has made,  or  caused to be made,  under his or her
supervision,  a review of the transactions and conditions of the Company and its
Subsidiaries from the beginning of the quarterly or annual period covered by the
statements  then being  furnished to the date of the  certificate  and that such
review  shall  not have  disclosed  the  existence  during  such  period  of any
condition or event that  constitutes a Default or an Event of Default or, if any
such condition or event existed or exists (including,  without  limitation,  any
such  event or  condition  resulting  from the  failure  of the  Company  or any
Subsidiary  to comply with any  Environmental  Law),  specifying  the nature and
period of  existence  thereof and what  action the  Company  shall have taken or
proposes to take with respect thereto.

7.3.    Inspection.

        The Company  shall  permit the  representatives  of each holder of Notes
that is an Institutional Investor:

        (a) No Default -- if no Default or Event of Default then exists,  at the
expense of such holder and upon reasonable prior notice to the Company, to visit
the principal executive office of the Company, to discuss the affairs,  finances
and accounts of the Company and its  Subsidiaries  with the Company's  officers,
and,  with the consent of the Company  (which  consent will not be  unreasonably
withheld)  to visit the other  offices  and  properties  of the Company and each
Subsidiary,  all at such  reasonable  times  and as often  as may be  reasonably
requested in writing;

and

                                             13


<PAGE>


        (b)  Default  -- if a Default or Event of Default  then  exists,  at the
expense of the Company to visit and inspect any of the offices or  properties of
the Company or any Subsidiary, to examine all their respective books of account,
records, reports and other papers, to make copies and extracts therefrom, and to
discuss their  respective  affairs,  finances and accounts with their respective
officers and independent  public  accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances and accounts of the
Company  and  its  Subsidiaries),  all at  such  times  and as  often  as may be
requested.


8.      PREPAYMENT OF THE NOTES.

8.1.    Required Prepayments.

        In  addition  to payment of all  outstanding  principal  of the Notes at
maturity,  on  September  1,  2001 and on each  September  1  thereafter  to and
including September 1, 2006 the Company will prepay $4,285,714  principal amount
(or such lesser  principal  amount as shall then be  outstanding)  of the Notes,
with the  remaining  principal  payable at maturity on September 1, 2007, at par
and without payment of the Make-Whole Amount or any premium,  provided that upon
any partial  prepayment of the Notes  pursuant to Section 8.2 or 8.3 or purchase
of the Notes  permitted by Section 8.5, the  principal  amount of each  required
prepayment  of the Notes  becoming  due under this  Section 8.1 on and after the
date of such  prepayment or purchase shall be reduced in the same  proportion as
the  aggregate  unpaid  principal  amount of the Notes is reduced as a result of
such prepayment or purchase.

8.2.    Optional Prepayments with Make-Whole Amount.

        Beginning on the day after the first  anniversary  of the Closing  Date,
the Company  may, at its option,  upon notice as provided  below,  prepay at any
time all,  or from time to time any part of,  the  Notes,  in an amount not less
than $1,000,000 of the aggregate  principal amount of the Notes then outstanding
in the case of a partial prepayment, at 100% of the principal amount so prepaid,
plus the Make-Whole  Amount  determined for the prepayment  date with respect to
such principal amount. The Company will give each holder of Notes written notice
of each optional prepayment under this Section 8.2 not less than 30 days and not
more than 60 days prior to the date fixed for such prepayment.  Each such notice
shall  specify  such date,  the  aggregate  principal  amount of the Notes to be
prepaid on such date,  the principal  amount of each Note held by such holder to
be prepaid  (determined in accordance  with Section 8.3), and the interest to be
paid on the prepayment date with respect to such principal amount being prepaid,
and shall be accompanied by a certificate of a Senior  Financial  Officer (as to
which  certificate  there  shall  be  no  personal  (as  opposed  to  corporate)
liability) as to the  estimated  Make-Whole  Amount due in connection  with such
prepayment  (calculated  as if the  date of such  notice  were  the  date of the
prepayment),  setting forth the details of such  computation.  Two Business Days
prior to such  prepayment,  the Company  shall deliver to each holder of Notes a
certificate of a Senior Financial  Officer (as to which  certificate there shall
be no personal (as opposed to corporate)  liability)  specifying the calculation
of such Make-Whole Amount as of the specified prepayment date.

                                             14


<PAGE>

8.3.    Allocation of Partial Prepayments.

        In the case of each  partial  prepayment  of the  Notes,  the  principal
amount of the Notes to be prepaid  shall be allocated  among all of the Notes at
the time outstanding in proportion, as nearly as practicable,  to the respective
unpaid principal amounts thereof not theretofore called for prepayment.

8.4.    Maturity; Surrender, etc.

        In the case of each  prepayment of Notes pursuant to this Section 8, the
principal  amount of each Note to be  prepaid  shall  mature  and become due and
payable on the date fixed for such  prepayment,  together  with interest on such
principal amount accrued to such date and the applicable  Make-Whole  Amount, if
any.  From and after  such  date,  unless  the  Company  shall  fail to pay such
principal  amount  when so due and  payable,  together  with  the  interest  and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any Note paid or prepaid in full shall be  surrendered  to the
Company and canceled  and shall not be reissued,  and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

8.5.    Purchase of Notes.

        The  Company  will not and will not permit any  Affiliate  to  purchase,
redeem,  prepay  or  otherwise  acquire,  directly  or  indirectly,  any  of the
outstanding  Notes  except (a) upon the  payment or  prepayment  of the Notes in
accordance  with the terms of this Agreement and the Notes or (b) pursuant to an
offer to purchase made by the Company or an Affiliate pro rata to the holders of
all Notes at the time outstanding  upon the same terms and conditions.  Any such
offer shall provide each holder with sufficient information to enable it to make
an informed  decision  with respect to such offer,  and shall remain open for at
least 30 Business Days. If the holders of more than 50% of the principal  amount
of the Notes then  outstanding  accept such offer,  the Company  shall  promptly
notify  the  remaining  holders  of such  fact and the  expiration  date for the
acceptance  by holders of Notes of such offer shall be extended by the number of
days necessary to give each such remaining holder at least 15 Business Days from
its  receipt of such notice to accept such  offer.  The  Company  will  promptly
cancel  all Notes  acquired  by it or any  Affiliate  pursuant  to any  payment,
prepayment or purchase of Notes  pursuant to any provision of this Agreement and
no Notes may be issued in substitution or exchange for any such Notes.

8.6.    Make-Whole Amount.

        The term "Make-Whole  Amount" means, with respect to any Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining  Scheduled
Payments  with  respect to the Called  Principal of such Note over the amount of
such Called  Principal,  provided that the Make-Whole  Amount may in no event be
less than zero.  For the purposes of  determining  the  Make-Whole  Amount,  the
following terms have the following meanings:

        "Called  Principal"  means,  with respect to any Note,  the principal of
such Note that is to be  prepaid  pursuant  to  Section  8.2 or has become or is
declared to be  immediately  due and payable  pursuant to Section  12.1,  as the
context requires.

                                             15


<PAGE>


        "Discounted Value" means,  with  respect  to the Called Principal of any
Note, the amount obtained by discounting all Remaining  Scheduled  Payments with
respect to such Called  Principal from their  respective  scheduled due dates to
the Settlement Date with respect to such Called Principal,  in  accordance  with
accepted  financial  practice  and  at  a  discount  factor (applied on the same
periodic basis as that on which interest  on the Notes is payable)  equal to the
Reinvestment Yield with respect to such Called Principal.

        "Reinvestment  Yield" means, with respect to the Called Principal of any
Note, the yield to maturity implied by (i) the yields reported, as of 10:00 A.M.
(New York City time) on the second  Business Day preceding the  Settlement  Date
with respect to such Called Principal,  on the display  designated as "Page 678"
on the Telerate Access Service (or such other display as may replace Page 678 on
Telerate Access Service) for actively traded U.S.  Treasury  securities having a
maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement  Date,  plus .50%, or (ii) if such yields are not reported as of such
time or the yields reported as of such time are not ascertainable,  the Treasury
Constant  Maturity  Series  Yields  reported,  for the latest day for which such
yields  have been so  reported  as of the  second  Business  Day  preceding  the
Settlement  Date with  respect to such  Called  Principal,  in  Federal  Reserve
Statistical  Release H.15 (519) (or any comparable  successor  publication)  for
actively traded U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date, plus
 .50%.  Such implied yield will be  determined,  if necessary,  by (a) converting
U.S.  Treasury bill  quotations  to  bond-equivalent  yields in accordance  with
accepted  financial  practice  and (b)  interpolating  linearly  between (1) the
actively traded U.S.  Treasury security with the duration closest to and greater
than the  Remaining  Average  Life and (2) the  actively  traded  U.S.  Treasury
security with the duration closest to and less than the Remaining Average Life.

        "Remaining  Average Life" means,  with respect to any Called  Principal,
the number of years  (calculated  to the nearest  one-twelfth  year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called  Principal by (b) the number of years  (calculated to the
nearest  one-twelfth  year) that will elapse  between the  Settlement  Date with
respect to such Called  Principal and the  scheduled due date of such  Remaining
Scheduled Payment.

        "Remaining  Scheduled  Payments"  means,  with  respect  to  the  Called
Principal  of any Note,  all  payments of such  Called  Principal  and  interest
thereon that would be due after the Settlement  Date with respect to such Called
Principal  if no  payment  of such  Called  Principal  were  made  prior  to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest  payments  are due to be made  under the terms of the  Notes,  then the
amount of the next succeeding  scheduled interest payment will be reduced by the
amount of interest  accrued to such  Settlement  Date and required to be paid on
such Settlement Date pursuant to Section 8.2 or 12.1.

        "Settlement  Date" means,  with  respect to the Called  Principal of any
Note,  the date on which such  Called  Principal  is to be prepaid  pursuant  to
Section  8.2 or has become or is  declared  to be  immediately  due and  payable
pursuant to Section 12.1, as the context requires.

                                       16


<PAGE>


9.      AFFIRMATIVE COVENANTS.

        The Company covenants that so long as any of the Notes are outstanding:

9.1.    Compliance with Law.

        The Company will and will cause each of its  Subsidiaries to comply with
all laws,  ordinances or governmental rules or regulations to which each of them
is subject, including,  without limitation,  Environmental Laws, and will obtain
and maintain in effect all licenses, certificates, permits, franchises and other
governmental  authorizations  necessary  to the  ownership  of their  respective
properties or to the conduct of their respective businesses, in each case to the
extent  necessary to ensure that  non-compliance  with such laws,  ordinances or
governmental  rules or  regulations  or failures to obtain or maintain in effect
such  licenses,   certificates,   permits,  franchises  and  other  governmental
authorizations  would  not  reasonably  be  expected,  individually  or  in  the
aggregate, to have a Material Adverse Effect.

9.2.    Insurance.

        The Company  will and will cause each of its  Subsidiaries  to maintain,
with financially sound and reputable  insurers,  insurance with respect to their
respective  properties and businesses against such casualties and contingencies,
of  such  types,  on such  terms  and in such  amounts  (including  deductibles,
co-insurance  and  self-insurance,  if adequate  reserves  are  maintained  with
respect  thereto)  as is  customary  in the  case  of  entities  of  established
reputations engaged in the same or a similar business and similarly situated.

9.3.    Maintenance of Properties.

        The Company will and will cause each of its Subsidiaries to maintain and
keep, or cause to be maintained and kept,  their  respective  properties in good
repair, working order and condition (other than ordinary wear and tear), so that
the business carried on in connection therewith may be properly conducted at all
times,  provided  that  this  Section  shall  not  prevent  the  Company  or any
Subsidiary  from  discontinuing  the operation and the maintenance of any of its
properties  if such  discontinuance  is desirable in the conduct of its business
and the Company has concluded that such discontinuance  would not,  individually
or in the aggregate, have a Material Adverse Effect.

9.4.    Payment of Taxes.

        The  Company  will and will cause each of its  Subsidiaries  to file all
income tax or similar tax returns  required to be filed in any  jurisdiction and
to pay and  discharge  all taxes shown to be due and payable on such returns and
all other taxes, assessments,  governmental charges, or levies payable by any of
them, to the extent such taxes and  assessments  have become due and payable and
before they have become  delinquent,  provided  that neither the Company nor any
Subsidiary need pay any such tax or assessment if (i) the amount,  applicability
or validity  thereof is contested by the Company or such  Subsidiary on a timely
basis  in good  faith  and in  appropriate  proceedings,  and the  Company  or a
Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of the Company or such  Subsidiary or (ii) the  nonpayment of all such
taxes and  assessments in the aggregate would not reasonably be expected to have
a Material Adverse Effect.


                                             17

<PAGE>


9.5.    Corporate Existence, etc.

        The Company will at all times preserve and keep in full force and effect
its corporate existence.  Subject to Sections 10.2 and 10.8, the Company will at
all times preserve and keep in full force and effect the corporate  existence of
each of its Subsidiaries  (unless merged into the Company or another Subsidiary)
and all rights and franchises of the Company and its Subsidiaries unless, in the
good faith  judgment of the Company,  the  termination of or failure to preserve
and keep in full force and effect such corporate  existence,  right or franchise
would not, individually or in the aggregate, have a Material Adverse Effect.

10.     NEGATIVE COVENANTS.

        The Company covenants that so long as any of the Notes are outstanding:

10.1.   Transactions with Affiliates.

        The Company  will not and will not permit any  Subsidiary  to enter into
directly or indirectly  any Material  transaction  or Material  group of related
transactions (including without limitation the purchase, lease, sale or exchange
of  properties  of any kind or the  rendering of any service) with any Affiliate
(other  than  the  Company  or  another  Subsidiary),  except  pursuant  to  the
reasonable  requirements of the Company's or such Subsidiary's business and upon
fair and reasonable  terms no less  favorable to the Company or such  Subsidiary
than would be obtainable in a comparable arm's-length  transaction with a Person
not an Affiliate.

10.2.   Merger, Consolidation, etc.

        (a) The  Company  shall  not  consolidate  with or merge  with any other
corporation  (other  than  a  Wholly-Owned  Restricted  Subsidiary)  or  convey,
transfer or lease  substantially  all of its assets in a single  transaction  or
series of  transactions  to any Person  (other  than a  Wholly-Owned  Restricted
Subsidiary) unless:

               (i) the successor formed by such consolidation or the survivor of
        such merger or the Person that acquires by conveyance, transfer or lease
        substantially  all of the assets of the Company as an  entirety,  as the
        case may be, shall be a solvent corporation organized and existing under
        the laws of the  United  States  or any  State  thereof  (including  the
        District of Columbia), and, if the Company is not such corporation, such
        corporation  shall have  executed  and  delivered  to each holder of any
        Notes its assumption of the due and punctual  performance and observance
        of each covenant and condition of this Agreement and the Notes (pursuant
        to such agreements and  instruments as shall be reasonably  satisfactory
        to the  Required  Holders),  and the  Company  shall  have  caused to be
        delivered  to each  holder of Notes an  opinion of  independent  counsel
        reasonably  satisfactory to the Required Holders, to the effect that all
        agreements or instruments  effecting such  assumption are enforceable in
        accordance with their terms and comply with the terms hereof; and

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

                                             18


<PAGE>

        No conveyance,  transfer or lease of substantially  all of the assets of
the Company  shall have the effect of  releasing  the  Company or any  successor
corporation that shall  theretofore have become such in the manner prescribed in
this Section 10.2 from its liability under this Agreement or the Notes.

        (b)  Except for  transactions  that are  otherwise  in  compliance  with
Section  10.8,  the  Company  shall not  permit  any  Restricted  Subsidiary  to
consolidate  with or merge into any other  Person or convey,  transfer  or lease
substantially  all  of  its  assets  in  a  single   transaction  or  series  of
transactions to any Person unless:

               (i) the Restricted  Subsidiary  consolidates  with or merges into
        the Company or another  Wholly-Owned  Restricted  Subsidiary or a Person
        which becomes a Wholly-Owned  Restricted  Subsidiary as a result of such
        consolidation or merger; or

               (ii) the Restricted  Subsidiary conveys,  transfers or leases all
        or a  substantial  part  of its  assets  to the  Company  or to  another
        Wholly-Owned  Restricted  Subsidiary  or to a  Person  which  becomes  a
        Wholly-Owned  Restricted  Subsidiary  as a  result  of such  conveyance,
        transfer or lease.

        (c) The Company shall not (i) permit any Restricted  Subsidiary to issue
shares of capital stock to any Person except the Company or another Wholly-Owned
Restricted  Subsidiary or (ii) sell,  transfer or otherwise dispose of shares or
capital stock of any of the Company's Restricted  Subsidiaries other than to the
Company or another Restricted  Subsidiary;  provided,  however, that the Company
may sell,  transfer  or  otherwise  dispose  of shares of  capital  stock of any
Restricted  Subsidiary if such sale,  transfer or disposition would be permitted
pursuant to Section 10.8 hereof.

10.3.   Consolidated Net Worth.

        The Company will not, at any time,  permit its Consolidated Net Worth to
be less than the sum of (a) $25,000,000  plus (b) 50% of Consolidated Net Income
(but, in each case, only if a positive number)  calculated on a cumulative basis
commencing  with the quarter ending August 31, 1997, and measured as of the last
day of each fiscal quarter thereafter.

10.4.   Debt.

        (a) The Company and its Restricted  Subsidiaries shall not, at any time,
permit: (i) the ratio of Senior Funded Debt to EBITDA to be greater than 3:00 to
1:00 for the immediately preceding four consecutive fiscal quarters and (ii) the
ratio  of  Total  Debt to  EBITDA  to be  greater  than  4:00  to  1:00  for the
immediately  preceding four consecutive  fiscal quarters;  provided that, in the
event the Company or any Restricted Subsidiary acquires all of the capital stock
or substantially all of the assets or any other Person,  the Company may include
the EBITDA of such Person for the prior four fiscal  quarters in calculating the
EBITDA of the Company pursuant to this paragraph (a).

        (b) The Company will not permit any Restricted Subsidiaries at any time,
to create,  assign, incur, guaranty, or otherwise permit to exist any Debt other
than:

                                             19


<PAGE>

               (i) existing Debt described in Schedule 5.15;

               (ii) Debt owed by a  Wholly-Owned  Restricted  Subsidiary  to the
          Company or another Wholly-Owned Restricted Subsidiary;

               (iii)  subject  to  compliance  with  Section  10.7(j),  Debt  of
          Restricted  Subsidiaries created after the Closing Date not to exceed,
          in  the  aggregate  at  any  time  outstanding,  15%  of  the  sum  of
          Consolidated Funded Debt and Consolidated Net Worth as of the last day
          of the immediately preceding fiscal quarter; and

               (iv) any extension, renewal, refunding or replacement of any Debt
          described in paragraph (i) of this Section 10.4(b);  provides that (1)
          no such  extension,  renewal or refunding shall increase the principal
          amount of such Debt and (2) immediately after such extension,  renewal
          or refunding, no Default or Event of Default would exist.

     Notwithstanding  the  foregoing,  the  Company  will not permit at any time
Corporate Stay International  Inc. or Globe Furniture  Rentals,  Inc. to create,
assign, incur, guarantee or otherwise permit to exist any Debt.

10.5.   Current Ratio.

        The Company will not permit,  as of the end of each fiscal quarter,  its
Consolidated Current Ratio to be less than 2:50 to 1:00.

10.6.   Fixed Charge Coverage Ratio.

        The Company  will not, as of the end of any fiscal  quarter,  permit the
ratio of Consolidated  Cash Flow Available for Fixed Charges for the immediately
preceding four consecutive fiscal quarters to Consolidated Fixed Charges for the
immediately  preceding four consecutive  fiscal quarters to be less than 1:75 to
1:00.

10.7.   Liens.

        The Company will not, and will not permit any Restricted  Subsidiary to,
create,  assume, or incur, or permit to exist, directly or indirectly,  any Lien
on its properties or assets, whether now owned or hereafter acquired, except:

        (a) Liens for property taxes, assessments, or other governmental charges
not then due and delinquent or the validity of which is being  contested in good
faith and as to which the Company has established adequate reserves on its books
in accordance with GAAP;

        (b) Liens arising in the ordinary course of business and not incurred in
connection  with the  borrowing of money,  including  Liens  securing  claims of
carriers, warehousemen,  mechanics, materialmen,  employees, landlords and other
similar Liens that in the aggregate do not materially interfere with the conduct
of business of the Company and its Restricted Subsidiaries, taken as a whole, or
materially  impair the value of the  property  or assets of the  Company and its
Restricted Subsidiaries, taken as a whole;

                                             20


<PAGE>


        (c) Liens  incidental  to the  normal  conduct  of the  business  of the
Company or any Restricted  Subsidiary (not incurred for the borrowing of money),
including   Liens  in  connection  with  workers'   compensation,   unemployment
insurance, and other governmental insurance or benefits;

        (d) Liens  resulting from judgments or court  proceedings,  provided the
execution of such Liens is effectively stayed, such Liens are being contested in
good faith by appropriate  proceedings and the Company has established  adequate
reserves for such matters on its books in accordance with GAAP;

        (e) minor survey exceptions,  easements,  encroachments,  rights-of-way,
and zoning  ordinances which customarily exist on real property and which do not
materially detract from the value of such property;

        (f)    Liens securing  Debt of a Restricted Subsidiary to the Company or
another Wholly-Owned Restricted Subsidiary;

        (g)    existing  Liens  on  property of  the  Company or  any Restricted
Subsidiary described on Schedule 10.7;

        (h) Liens securing the payment of the purchase price of assets  provided
(i) any such Liens are  created  within 180 days after the  acquisition  of such
assets;  (ii) at the time of  acquisition  of such assets,  Debt secured by such
Liens does not exceed the  purchase  price  thereof  (including  any interest or
other finance charges);  (iii) such Liens do not extend to other property of the
Company or any  Restricted  Subsidiary;  and (iv) Debt  secured by such Liens is
permitted by Section 10.4 hereof;

        (i)    Liens created pursuant to Capitalized Leases permitted by Section
10.4 hereof; and

        (j) Liens not  permitted by  paragraphs  (a) through (i) above to secure
Debt;  provided that at the time of  incurrence of such Debt,  (i) the aggregate
amount of Secured  Debt  permitted by this  Section  10.7(j) plus the  aggregate
amount of  outstanding  Debt of  Restricted  Subsidiaries  permitted  by Section
10.4(b)(iii)  will not, as of the date of incurrence of such Debt, exceed 20% of
the sum of  Consolidated  Net Worth plus  Consolidated  Funded Debt and (ii) the
Company is in compliance with Section 10.4 hereof.

     Notwithstanding  the foregoing,  the Company will not permit Corporate Stay
International Inc. or Globe Furniture Rentals, Inc. to create,  assign, incur or
permit  to  exist,  directly  or  indirectly,  any  Lien  on any  trademarks  or
tradenames owned by either of such Restricted Subsidiaries.

10.8.   Sale of Assets.

        The Company will not, and will not permit any Restricted  Subsidiary to,
sell,  lease,  transfer or  otherwise  (including  by way of merger)  dispose of
(collectively  a  "Disposition")   any  assets,   including   capital  stock  of
Subsidiaries,  in one or a series of  transactions,  other than in the  ordinary
course of  business,  to any  Person,  except to the  Company or a  Wholly-Owned
Restricted  Subsidiary,  (i) if, in any fiscal year, after giving effect to such


                                             21


<PAGE>


Disposition,  the  aggregate  net book value of assets  subject to  Dispositions
(other than  Dispositions  involving the Exchange of Assets)  during such fiscal
year  would,  when  added to the net book  value  attributable  to any  Negative
Exchanges of Assets, exceed 5% of Consolidated Total Assets as of the end of the
fiscal quarter  immediately  preceding such  Disposition or (ii) if a Default or
Event of Default exists or would exist as a result of such Disposition; provided
that, in no event shall the Company or its Restricted Subsidiaries sell for less
than face value any of its trade receivables  except on commercially  reasonable
terms in the ordinary course of business in conjunction  with the sale of Market
Property,  except that the face value of trade  receivables  sold in conjunction
with the sale of Market Property shall be included as Dispositions  for purposes
of clause (i) above.

10.9.   Nature of Business.

        The Company will not, and will not permit any Restricted  Subsidiary to,
engage  in any  business  if,  as a  result  thereof,  the  business  then to be
conducted  by the Company  and its  Restricted  Subsidiaries,  taken as a whole,
would cease to be substantially  the same as the business of the Company and its
Restricted Subsidiaries described in the Memorandum.

10.10.  Pari Passu Position

        The Company agrees that neither it nor its Restricted Subsidiaries shall
have  outstanding any Debt to commercial banks that is not on a pari passu basis
with the Notes.


11.     EVENTS OF DEFAULT.

        An "Event of Default" shall exist if any of the following  conditions or
events shall occur and be continuing:

        (a)    Any  default in  the  payment  of interest when due on any of the
Notes and continuance of such default for a period of five days;

        (b) Any default in the payment of the principal or Make-Whole  Amount of
any of the Notes at maturity, upon acceleration of maturity or at any date fixed
for prepayment;

        (c) (i) Any default in the payment of the  principal  of, or interest or
premium on, any other Debt of the Company and its Restricted  Subsidiaries  that
is outstanding in an aggregate  principal  amount in excess of $1,000,000 as and
when due and payable and the  continuation  of such default beyond the period of
grace, if any, allowed with respect  thereto,  or (ii) any default (other than a
payment  default)  in  compliance  with any  term or  provision  under  any loan
agreements  or  other  instruments  evidencing  Debt  of  the  Company  and  its
Restricted  Subsidiaries in an aggregate  outstanding principal amount in excess
of $1,000,000,  and the continuation of such default beyond the period of grace,
if any, allowed with respect thereto.

        (d)    Any  default in  the  observance or performance of Sections 10.1,
10.2, and Sections 10.4 through 10.10;

        (e) Any default in the  observance or  performance of any other covenant
or provision of this  Agreement  which is not remedied  within 30 days after the


                                             22


<PAGE>


earlier of (i) a  Responsible  Officer  obtaining  knowledge of such default and
(ii) the Company receiving written notice thereof from any holder of a Note;

        (f) Any representation or warranty made pursuant to Section 4.1 by or on
behalf of the Company or any Restricted Subsidiary in this Agreement, or made by
or on behalf of the Company in any written statement or certificate furnished by
or on behalf of the  Company in  connection  with the  issuance  and sale of the
Notes or furnished by or on behalf of the Company or any  Restricted  Subsidiary
pursuant to this Agreement,  proves  incorrect as of the date of the issuance or
making thereof;

        (g) Any judgment,  writ or warrant of attachment or any similar  process
in an aggregate amount in excess of $2,000,000 shall be entered or filed against
the Company or any  Restricted  Subsidiary  or against any property or assets of
either and remain  unpaid,  uninsured,  unindemnified,  unvacated,  unbonded  or
unstayed (through appeal or otherwise) for sixty (60) days or, if stayed pending
appeal, are not discharged within sixty (60) days after expiration of such stay;

        (h)    The Company or any Restricted Subsidiary shall

               (i)  generally  not pay its debts as they  become due or admit in
          writing its inability to pay its debts generally as they become due;

               (ii) file a petition in bankruptcy or for  reorganization  or for
          the adoption of an arrangement  under the Federal  Bankruptcy Code, or
          any similar applicable  bankruptcy or insolvency law, as now or in the
          future amended (herein collectively called "Bankruptcy Laws"); file an
          answer or other  pleading  admitting  or failing to deny the  material
          allegations of such a petition; fail to obtain the dismissal of such a
          petition  within 60 days of its  filing or be  subject to an order for
          relief or a decree  approving  such a  petition;  or file an answer or
          other  pleading  seeking,  consenting  to  or  acquiescing  in  relief
          provided for under the Bankruptcy Laws;

               (iii)  make an  assignment  of all or a  substantial  part of its
          property for the benefit of its creditors;

               (iv) seek or  consent to or  acquiesce  in the  appointment  of a
          receiver,  liquidator,  custodian  or  trustee  of it or for  all or a
          substantial part of its property;

               (v)    be finally adjudicated bankrupt or insolvent;

               (vi) be subject to the entry of a court order, which shall not be
        vacated,  set aside or stayed  within 60 days of the date of entry,  (A)
        appointing a receiver, liquidator, custodian or trustee of it or for all
        or a  substantial  part of its property,  (B) for relief  pursuant to an
        involuntary   case  brought  under,  or  effecting  an  arrangement  in,
        bankruptcy, (C) for a reorganization pursuant to the Bankruptcy Laws, or
        (D) for any other judicial  modification  or alteration of the rights of
        creditors; or

               (vii) be subject to the assumption of custody or sequestration by
          a court of competent  jurisdiction of all or a substantial part of its
          property,  which  custody or  sequestration  shall not be suspended or
          terminated within 60 days from its inception.

                                             23


<PAGE>

12.     REMEDIES ON DEFAULT, ETC.

12.1.   Acceleration.

        (a) If an Event of Default  with  respect to the  Company  described  in
paragraph (h) of Section 11 has occurred,  all the Notes then outstanding  shall
automatically become immediately due and payable.

        (b) If any other Event of Default has  occurred and is  continuing,  any
holder or holders of more than 25% in principal  amount of the Notes at the time
outstanding may at any time at its or their option,  by notice or notices to the
Company,  declare  all the Notes  then  outstanding  to be  immediately  due and
payable.

        (c) If any Event of Default described in paragraph (a) or (b) of Section
11 has  occurred and is  continuing,  any holder or holders of Notes at the time
outstanding  affected by such Event of Default may at any time,  at its or their
option, by notice or notices to the Company, declare all the Notes held by it or
them to be immediately due and payable.

        Upon any Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes,  plus (x) all accrued and unpaid interest
thereon and (y) the  Make-Whole  Amount  determined in respect of such principal
amount  (to the  fullest  extent  permitted  by  applicable  law),  shall all be
immediately due and payable, in each and every case without presentment, demand,
protest  or  further  notice,  all of  which  are  hereby  waived.  The  Company
acknowledges,  and the parties hereto agree,  that each holder of a Note has the
right to  maintain  its  investment  in the Notes  free from  prepayment  by the
Company (except as herein specifically  provided for) and that the provision for
payment of a  Make-Whole  Amount by the  Company in the event that the Notes are
prepaid or are  accelerated  as a result of an Event of Default,  is intended to
provide compensation for the deprivation of such right under such circumstances.

12.2.   Other Remedies.

        If any Default or Event of Default has occurred and is  continuing,  and
irrespective of whether any Notes have become or have been declared  immediately
due and  payable  under  Section  12.1,  the  holder  of any  Note  at the  time
outstanding  may  proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate  proceeding,  whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof,  or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3.   Rescission.

        At any time after any Notes have been declared due and payable  pursuant
to  clause  (b) or (c) of  Section  12.1,  the  holders  of not less than 76% in

                                             24


<PAGE>

principal  amount  of the  Notes  then  outstanding,  by  written  notice to the
Company,  may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue  interest on the Notes,  all  principal  of and
Make-Whole  Amount, if any, on any Notes that are due and payable and are unpaid
other  than by reason of such  declaration,  and all  interest  on such  overdue
principal  and  Make-Whole  Amount,  if any,  and (to the  extent  permitted  by
applicable  law) any overdue  interest  in respect of the Notes,  at the Default
Rate, (b) all Events of Default and Defaults,  other than non-payment of amounts
that have  become due solely by reason of such  declaration,  have been cured or
have been waived  pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due  pursuant  hereto or to the Notes.  No
rescission  and  annulment  under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereto.

12.4.   No Waivers or Election of Remedies, Expenses, etc.

        No course of dealing  and no delay on the part of any holder of any Note
in exercising  any right,  power or remedy shall operate as a waiver  thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy  conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right,  power or remedy  referred to herein or therein
or now or  hereafter  available  at law,  in equity,  by  statute or  otherwise.
Without  limiting the  obligations  of the Company under Section 15, the Company
will pay to the holder of each Note on demand  such  further  amount as shall be
sufficient to cover all reasonable costs and expenses of such holder incurred in
any  enforcement  or  collection  under  this  Section  12,  including,  without
limitation, reasonable attorneys' fees, expenses and disbursements.

13.     REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.   Registration of Notes.

        The Company shall keep at its principal  executive office a register for
the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address
of each  transferee of one or more Notes shall be  registered in such  register.
Prior to due presentment for registration of transfer,  the Person in whose name
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes  hereof,  and the Company  shall not be affected by any
notice or knowledge to the  contrary.  The Company shall give to any holder of a
Note  that is an  Institutional  Investor  promptly  upon  request  therefor,  a
complete and correct copy of the names and addresses of all  registered  holders
of Notes.

13.2.   Transfer and Exchange of Notes.

        (a) Except as provided  in  paragraph  (b) of this  Section  13.2,  upon
surrender  of any Note at the  principal  executive  office of the  Company  for
registration  of  transfer  or  exchange  (and in the  case of a  surrender  for
registration of transfer,  duly endorsed or accompanied by a written  instrument
of transfer duly executed by the registered  holder of such Note or his attorney
duly  authorized in writing and  accompanied  by the address for notices of each
transferee of such Note or part thereof), the Company shall execute and deliver,
at the Company's  expense (except as provided below),  one or more new Notes (as
requested by the holder thereof) in exchange

                                             25


<PAGE>

therefor,  in an aggregate principal amount equal to the unpaid principal amount
of the  surrendered  Note. Each such new Note shall be payable to such Person as
such  holder may request  and shall be  substantially  in the form of Exhibit 1.
Each  such new Note  shall be  dated  and bear  interest  from the date to which
interest shall have been paid on the  surrendered  Note or dated the date of the
surrendered  Note if no interest  shall have been paid thereon.  The Company may
require  payment  of a sum  sufficient  to cover any  stamp tax or  governmental
charge  imposed in respect of any such  transfer  of Notes.  Notes  shall not be
transferred in denominations  of less than $100,000,  provided that if necessary
to enable the  registration  of  transfer  by a holder of its entire  holding of
Notes, one Note may be in a denomination of less than $100,000.  Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.

        (b) The Company shall not be required to register a transfer of Notes to
any Person which is a Competitor.

13.3.   Replacement of Notes.

        Upon receipt by the Company of evidence reasonably satisfactory to it of
the  ownership of and the loss,  theft,  destruction  or  mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor,  notice from
such Institutional Investor of such ownership and such loss, theft,  destruction
or mutilation), and

        (a) in the case of loss, theft or destruction,  of indemnity  reasonably
satisfactory to it (provided that if the holder of such Note is, or is a nominee
for, an original  Purchaser or another holder of a Note with a minimum net worth
of at least  $50,000,000,  such  Person's own  unsecured  agreement of indemnity
shall be deemed to be satisfactory), or

        (b)  in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost,  stolen,  destroyed or mutilated  Note if no interest shall have been paid
thereon.

14.     PAYMENTS ON NOTES.

14.1.   Place of Payment.

        Subject to Section 14.2,  payments of principal,  Make-Whole  Amount, if
any,  and  interest  becoming  due and payable on the Notes shall be made at the
address of the Purchasers set forth in Schedule A hereto. The Company may at any
time,  by notice to each  holder of a Note,  change  the place of payment of the
Notes so long as such place of payment shall be either the  principal  office of
the  Company in such  jurisdiction  or the  principal  office of a bank or trust
company in such jurisdiction.

14.2.   Home Office Payment.

                                             26


<PAGE>


        So long as you or your  nominee  shall be the  holder of any  Note,  and
notwithstanding  anything  contained  in  Section  14.1 or in  such  Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole  Amount,  if any,  and  interest  by the  method  and at the  address
specified  for such  purpose  below  your name in  Schedule  A, or by such other
method or at such other address as you shall have from time to time specified to
the Company in writing for such purpose,  without the  presentation or surrender
of such Note or the making of any  notation  thereon,  except that upon  written
request of the Company  made  concurrently  with or  reasonably  promptly  after
payment or prepayment  in full of any Note,  you shall  surrender  such Note for
cancellation,  reasonably promptly after any such request, to the Company at its
principal  executive office or at the place of payment most recently  designated
by the Company pursuant to Section 14.1. Prior to any sale or other  disposition
of any Note held by you or your  nominee  you  will,  at your  election,  either
endorse  thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes  pursuant to Section  13.2.  The Company will afford the
benefits of this Section 14.2 to any  Institutional  Investor that is the direct
or indirect  transferee  of any Note  purchased by you under this  Agreement and
that has made the same agreement  relating to such Note as you have made in this
Section 14.2.

15.     EXPENSES, ETC.

15.1.   Transaction Expenses.

        Whether or not the transactions contemplated hereby are consummated, the
Company  will  pay all  reasonable  costs  and  expenses  (including  reasonable
attorneys' fees of a special counsel and, if reasonably required, local or other
counsel)  annually  incurred by you and each other Purchaser or holder of a Note
in connection  with such  transactions  and in connection  with any  amendments,
waivers or consents  under or in respect of this Agreement or the Notes (whether
or not such amendment, waiver or consent becomes effective),  including, without
limitation:  (a) the  reasonable  costs and  expenses  incurred in  enforcing or
defending (or determining  whether or how to enforce or defend) any rights under
this  Agreement  or the Notes or in  responding  to any  subpoena or other legal
process  or  informal  investigative  demand  issued  in  connection  with  this
Agreement or the Notes,  or by reason of being a holder of any Note, and (b) the
reasonable costs and expenses,  including  financial advisors' fees, incurred in
connection with the insolvency or bankruptcy of the Company or any Subsidiary or
in  connection  with  any  work-out  or   restructuring   of  the   transactions
contemplated  hereby and by the Notes.  The Company  will pay, and will save you
and each  other  holder of a Note  harmless  from,  all claims in respect of any
fees,  costs or  expenses  if any,  of brokers  and  finders  (other  than those
retained by you).

15.2.   Survival.

        The  obligations  of the Company  under this Section 15 will survive the
payment or transfer of any Note,  the  enforcement,  amendment  or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

                                             27


<PAGE>

16.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

        All  representations  and warranties  contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or  portion  thereof  or  interest  therein  and the  partial
payment of the Notes, and may be relied upon by any subsequent holder of a Note,
regardless of any  investigation  made at any time by or on behalf of you or any
other holder of a Note.  All  statements  contained in any  certificate or other
instrument  delivered by or on behalf of the Company  pursuant to this Agreement
shall be deemed  representations  and warranties  pursuant to Section 4.1 of the
Company under this Agreement.  Subject to the preceding sentence, this Agreement
and the Notes embody the entire agreement and understanding  between you and the
Company and supersede all prior  agreements and  understandings  relating to the
subject matter hereof.

17.     AMENDMENT AND WAIVER.

17.1.   Requirements.

        This  Agreement and the Notes may be amended,  and the observance of any
term  hereof  or  of  the  Notes  may  be  waived   (either   retroactively   or
prospectively),  with (and only with) the written consent of the Company and the
Required  Holders,  except  that  (a)  no  amendment  or  waiver  of  any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof,  or any defined term (as it
is used  therein),  will be  effective  as to you unless  consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of
the holder of each Note at the time outstanding affected thereby, (i) subject to
the provisions of Section 12 relating to acceleration or rescission,  change the
amount or time of any  prepayment or payment of principal of, or reduce the rate
or change the time of payment or method of  computation  of  interest  or of the
Make-Whole  Amount on, the Notes,  (ii) change the  percentage  of the principal
amount of the Notes the  holders  of which are  required  to consent to any such
amendment or waiver,  or (iii) amend any of Sections 8, 11(a),  11(b), 12, 17 or
20.

17.2.   Solicitation of Holders of Notes.

        (a)  Solicitation.  The Company  will  provide  each holder of the Notes
(irrespective  of  the  amount  of  Notes  then  owned  by it)  with  sufficient
information,  sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and  considered  decision with respect to
any proposed  amendment,  waiver or consent in respect of any of the  provisions
hereof or of the Notes.  The Company will  deliver  executed or true and correct
copies of each amendment,  waiver or consent effected pursuant to the provisions
of this Section 17 to each holder of outstanding  Notes  promptly  following the
date on which it is  executed  and  delivered  by, or  receives  the  consent or
approval of, the requisite holders of Notes.

        (b) Payment. The Company will not directly or indirectly pay or cause to
be paid any remuneration, whether by way of supplemental or additional interest,
fee or otherwise, or grant any security, to any holder of Notes as consideration
for or as an  inducement  to the  entering  into by any  holder  of Notes or any
waiver or  amendment  of any of the  terms and  provisions  hereof  unless  such
remuneration is concurrently paid, or security is concurrently  granted,  on the
same terms, ratably to each holder of Notes then outstanding even if such holder
did not consent to such waiver or amendment.

                                             28


<PAGE>

17.3.   Binding Effect, etc.

        Any  amendment  or waiver  consented  to as provided in this  Section 17
applies  equally to all holders of Notes and is binding  upon them and upon each
future  holder of any Note and upon the Company  without  regard to whether such
Note has been marked to indicate such amendment or waiver.  No such amendment or
waiver will extend to or affect any obligation,  covenant, agreement, Default or
Event of Default not expressly  amended or waived or impair any right consequent
thereon. No course of dealing between the Company and the holder of any Note nor
any delay in exercising any rights  hereunder or under any Note shall operate as
a waiver of any  rights of any  holder of such Note.  As used  herein,  the term
"this Agreement" and references thereto shall mean this Agreement as it may from
time to time be amended or supplemented.

17.4.   Notes held by Company, etc.

        Solely  for the  purpose  of  determining  whether  the  holders  of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement  or the Notes,  or have  directed  the  taking of any action  provided
herein  or in the  Notes to be taken  upon the  direction  of the  holders  of a
specified   percentage  of  the  aggregate   principal   amount  of  Notes  then
outstanding,  Notes  directly or  indirectly  owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.

18.     NOTICES.

        All  notices  and  communications  provided  for  hereunder  shall be in
writing  and  sent  (a) by  telecopy  if the  sender  on the  same  day  sends a
confirming  copy of such  notice  by a  recognized  overnight  delivery  service
(charges  prepaid),  or (b) by registered or certified  mail with return receipt
requested (postage prepaid),  or (c) by a recognized  overnight delivery service
(with charges prepaid). Any such notice must be sent:

        (i) if to you or your nominee, to you or it at the address specified for
such  communications  in Schedule A, or at such other address as you or it shall
have specified to the Company in writing,

        (ii) if to any other holder of any Note,  to such holder at such address
as such other holder shall have specified to the Company in writing, or

        (iii) if to the Company,  to the Company at its address set forth at the
beginning hereof to the attention of Sharon G. Kebe,  Globe Business  Resources,
Inc., The Spectrum  Office Towers,  11260 Chester Road,  Suite 400,  Cincinnati,
Ohio 45246,  or at such other address as the Company shall have specified to the
holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

                                             29


<PAGE>


19.     REPRODUCTION OF DOCUMENTS.

        This Agreement and all documents  relating thereto,  including,  without
limitation,  (a)  consents,  waivers and  modifications  that may  hereafter  be
executed,  (b)  documents  received  by you at the  Closing  (except  the  Notes
themselves),  and (c) financial  statements,  certificates and other information
previously  or  hereafter  furnished  to you,  may be  reproduced  by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar  process and you may destroy any original  document so  reproduced.  The
Company agrees and stipulates  that, to the extent  permitted by applicable law,
any such reproduction  shall be admissible in evidence as the original itself in
any  judicial or  administrative  proceeding  (whether or not the original is in
existence  and whether or not such  reproduction  was made by you in the regular
course of business) and any  enlargement,  facsimile or further  reproduction of
such  reproduction  shall  likewise be admissible  in evidence.  This Section 19
shall not prohibit the Company or any other holder of Notes from  contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

20.     CONFIDENTIAL INFORMATION.

        For the purposes of this Section 20,  "Confidential  Information"  means
any  information  delivered  to  you  by or on  behalf  of  the  Company  or any
Subsidiary  in connection  with the  transactions  contemplated  by or otherwise
pursuant to this  Agreement  that is  proprietary in nature and that was clearly
marked or labeled or otherwise  adequately  identified  when  received by you as
being confidential information of the Company or such Subsidiary,  provided that
such term does not include  information that (a) was publicly known or otherwise
known to you  prior to the time of such  disclosure,  (b)  subsequently  becomes
publicly  known  through no act or omission by you or any Person  acting on your
behalf,  (c) otherwise becomes known to you other than through disclosure by the
Company or any Subsidiary or (d) constitutes  financial  statements delivered to
you under Section 7.1 that are otherwise publicly  available.  You will maintain
the  confidentiality  of  such  Confidential   Information  in  accordance  with
procedures adopted by you in good faith to protect  confidential  information of
third  parties  delivered  to you,  provided  that you may  deliver or  disclose
Confidential  Information to (i) your directors,  officers,  employees,  agents,
attorneys and affiliates,  (to the extent such disclosure  reasonably relates to
the  administration  of the  investment  represented  by your Notes),  (ii) your
financial   advisors  and  other   professional   advisors  who  agree  to  hold
confidential the Confidential  Information  substantially in accordance with the
terms  of this  Section  20,  (iii)  any  other  holder  of any  Note,  (iv) any
Institutional  Investor (except a Competitor) to which you sell or offer to sell
such Note or any part thereof or any  participation  therein (if such Person has
agreed in writing prior to its receipt of such  Confidential  Information  to be
bound by the provisions of this Section 20), (v) any Person from which you offer
to  purchase  any  security of the Company (if such Person has agreed in writing
prior  to its  receipt  of such  Confidential  Information  to be  bound  by the
provisions of this Section 20), (vi) any federal or state  regulatory  authority
having  jurisdiction  over you,  (vii) the  National  Association  of  Insurance
Commissioners or any similar  organization,  or any nationally recognized rating
agency that requires access to information about your investment  portfolio,  or
(viii) any other Person to which such delivery or disclosure may be necessary or
appropriate  (w) to effect  compliance  with any law, rule,  regulation or order
applicable to you, (x) in response to any subpoena or other legal  process,  (y)
in connection with any litigation to which you are a party or (z) if an Event of


                                             30

<PAGE>

Default  has  occurred  and is  continuing,  to the  extent  you may  reasonably
determine  such delivery and  disclosure to be necessary or  appropriate  in the
enforcement  or for the  protection of the rights and remedies  under your Notes
and this Agreement.  Each holder of a Note, by its acceptance of a Note, will be
deemed to have agreed to be bound by and to be entitled to the  benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by
the  Company  in  connection  with  the  delivery  to any  holder  of a Note  of
information  required to be  delivered  to such holder  under this  Agreement or
requested by such holder (other than a holder that is a party to this  Agreement
or its  nominee),  such  holder  will enter into an  agreement  with the Company
embodying the provisions of this Section 20.


21.     SUBSTITUTION OF PURCHASER.

        You shall have the right to substitute any one of your Affiliates as the
purchaser  of the Notes that you have agreed to purchase  hereunder,  by written
notice  to the  Company,  which  notice  shall  be  signed  by both you and such
Affiliate,  shall  contain  such  Affiliate's  agreement  to be  bound  by  this
Agreement and shall  contain a  confirmation  by such  Affiliate of the accuracy
with respect to it of the  representations  set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 21),  such word shall be deemed to refer to such  Affiliate in lieu
of you.  In the event  that such  Affiliate  is so  substituted  as a  purchaser
hereunder and such Affiliate  thereafter  transfers to you all of the Notes then
held by such Affiliate,  upon receipt by the Company of notice of such transfer,
wherever  the word "you" is used in this  Agreement  (other than in this Section
21), such word shall no longer be deemed to refer to such  Affiliate,  but shall
refer to you,  and you shall  have all the rights of an  original  holder of the
Notes under this Agreement.


22.     MISCELLANEOUS.

22.1.   Successors and Assigns.

        All covenants and other agreements  contained in this Agreement by or on
behalf  of any of the  parties  hereto  bind and inure to the  benefit  of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

22.2.   Payments Due on Non-Business Days.

        Anything in this Agreement or the Notes to the contrary notwithstanding,
any payment of principal of or Make-Whole Amount or interest on any Note that is
due on a date  other than a  Business  Day shall be made on the next  succeeding
Business Day without including the additional days elapsed in the computation of
the interest payable on such next succeeding Business Day.

22.3.   Severability.

        Any provision of this Agreement that is prohibited or  unenforceable  in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining


                                             31


<PAGE>

provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction  shall (to the full  extent  permitted  by law) not  invalidate  or
render unenforceable such provision in any other jurisdiction.

22.4.   Construction.

        Each  covenant  contained  herein  shall be  construed  (absent  express
provision to the contrary) as being independent of each other covenant contained
herein,  so that  compliance  with any one  covenant  shall not (absent  such an
express  contrary  provision)  be  deemed to  excuse  compliance  with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which  such  Person  is  prohibited  from  taking,  such  provision  shall be
applicable whether such action is taken directly or indirectly by such Person.

22.5.   Counterparts.

        This  Agreement may be executed in any number of  counterparts,  each of
which  shall be an  original  but all of which  together  shall  constitute  one
instrument.  Each  counterpart  may consist of a number of copies  hereof,  each
signed by less than all, but together signed by all, of the parties hereto.

22.6.   Governing Law.

        This Agreement  shall be construed and enforced in accordance  with, and
the rights of the parties shall be governed by, the law of the State of Illinois
excluding  choice-of-law  principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                          * * * * *


                                             32


<PAGE>


               If you are in agreement with the foregoing,  please sign the form
of agreement on the accompanying  counterpart of this Agreement and return it to
the Company,  whereupon the foregoing shall become a binding  agreement  between
you and the Company.

                                            Very truly yours,

                                            GLOBE BUSINESS RESOURCES, INC.


                                            By:
                                                --------------------------------
                                            Its:
                                                --------------------------------


                                             33


<PAGE>


The foregoing is hereby agreed to as of the date hereof.

SECURITY LIFE OF DENVER INSURANCE COMPANY

By:  
   --------------------------------
Its:
   --------------------------------


By:
   --------------------------------
Its:
   --------------------------------


LIFE INSURANCE COMPANY OF GEORGIA

By:
   --------------------------------
Its:
   --------------------------------

By:
   --------------------------------
Its:
   --------------------------------


PEERLESS INSURANCE COMPANY

By:
   --------------------------------
Its:
   --------------------------------

By:
   --------------------------------
Its:
   --------------------------------

INDIANA INSURANCE COMPANY

By:
   --------------------------------
Its:
   --------------------------------

By:
   --------------------------------
Its:
   --------------------------------

SOUTHLAND LIFE INSURANCE COMPANY

By:
   --------------------------------
Its:
   --------------------------------

By:
   --------------------------------
Its:
   --------------------------------



                                             34


<PAGE>

                                  SCHEDULE A-1

                       INFORMATION RELATING TO PURCHASERS

                                                           Principal Amount of
Name and Address of Purchaser                              Notes to be Purchased

Security Life of Denver Insurance Company                          $14,000,000

(1)     All payments on account of Notes held by such purchaser shall be made by
        wire transfer of immediately available funds for credit to:

        Boston Safe Deposit & Trust Co.
        Boston, Massachusetts
        MBS Income
        Account DD #:  125261
        ABA #:  011-001-234
        CC 1253
        Credit to:    Security Life of Denver Insurance Company
                      Account #INGF1007002

        Each such wire transfer shall set forth the name of the Corporation, the
        full title (including the Coupon rate, issuance date, and final maturity
        date) of the Notes on account of which such payment is made, a reference
        to the PPN,  and the due  date  and  application  (as  among  principal,
        premium and interest) of the payment being made.

(2)     Address for all notices relating to payments:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Securities Accounting
        Fax:  (770) 690-4899


                                             5

<PAGE>

(3)     Address for all other communications and notices:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Private Placements
        Fax:  (770) 690-4899


Tax ID #:  84-0499703


                                             6


<PAGE>
                                 SCHEDULE A-2

                              INFORMATION RELATING TO PURCHASERS

                                                           Principal Amount of
Name and Address of Purchaser                              Notes to be Purchased

Life Insurance Company of Georgia                                $9,000,000

(1)     All payments on account of Notes held by such purchaser shall be made by
        wire transfer of immediately available funds for credit to:

        Wachovia Bank
        Winston-Salem, North Carolina
        For the account of:  Life Insurance Company of Georgia
        Account #:  58-16680-10
        ABA #:  053100494
        Template#:  401216
        Attention:  Trust Income Processing

        Each such wire transfer shall set forth the name of the Corporation, the
        full title (including the Coupon rate, issuance date, and final maturity
        date) of the Notes on account of which such payment is made, a reference
        to the PPN,  and the due  date  and  application  (as  among  principal,
        premium and interest) of the payment being made.

(2)     Address for all notices relating to payments:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Securities Accounting
        Fax:  (770) 690-4899


                                             7


<PAGE>


(3)     Address for all other communications and notices:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Private Placements
        Fax:  (770) 690-4899


Tax ID #:  58-0298930


                                             8


<PAGE>

                                  SCHEDULE A-3

                       INFORMATION RELATING TO PURCHASERS

                                                          Principal Amount of
Name and Address of Purchaser                             Notes to be Purchased

Peerless Insurance Company                                       $3,000,000

(1)     All payments on account of Notes held by such purchaser shall be made by
        wire transfer of immediately available funds for credit to:

        Boston Safe Deposit & Trust Co.
        Boston, Massachusetts
        MBS Income
        Account DD#:  125261
        ABA #:  011-001-234
        CC 1253
        Credit to:    Peerless Insurance Company
                      Account #INGF1019002

        Each such wire transfer shall set forth the name of the Corporation, the
        full title (including the Coupon rate, issuance date, and final maturity
        date) of the Notes on account of which such payment is made, a reference
        to the PPN,  and the due  date  and  application  (as  among  principal,
        premium and interest) of the payment being made.

(2)     Address for all notices relating to payments:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Securities Accounting
        Fax:  (770) 690-4899


                                             9


<PAGE>


(3)     Address for all other communications and notices:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Private Placements
        Fax:  (770) 690-4899


Tax ID #:  02-0177030


                                             10


<PAGE>

                                  SCHEDULE A-4

                       INFORMATION RELATING TO PURCHASERS

                                                         Principal Amount of
Name and Address of Purchaser                            Notes to be Purchased

Indiana Insurance Company                                        $2,000,000

(1)     All payments on account of Notes held by such purchaser shall be made by
        wire transfer of immediately available funds for credit to:

        Boston Safe Deposit & Trust Co.
        Boston, Massachusetts
        MBS Income
        Account DD#:  125261
        ABA #:  011-001-234
        CC 1253
        Credit to:    Indiana Insurance Company
                      Account #INGF1016002

        Each such wire transfer shall set forth the name of the Corporation, the
        full title (including the Coupon rate, issuance date, and final maturity
        date) of the Notes on account of which such payment is made, a reference
        to the PPN,  and the due  date  and  application  (as  among  principal,
        premium and interest) of the payment being made.

(2)     Address for all notices relating to payments:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Securities Accounting
        Fax:  (770) 690-4899


                                             11


<PAGE>

(3)     Address for all other communications and notices:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Private Placements
        Fax:  (770) 690-4899


Tax ID #:  35-0410010


                                             12


<PAGE>


                                  SCHEDULE A-5

                       INFORMATION RELATING TO PURCHASERS

                                                         Principal Amount of
Name and Address of Purchaser                            Notes to be Purchased

Southland Life Insurance Company                                $2,000,000

(1)     All payments on account of Notes held by such purchaser shall be made by
        wire transfer of immediately available funds for credit to:

        Boston Safe Deposit & Trust Co.
        Boston, Massachusetts
        MBS Income
        Account DD#:  125261
        ABA #:  011-001-234
        CC 1253
        Credit to:    Southland Life Insurance Company
                      Account #INGF1013002

        Each such wire transfer shall set forth the name of the Corporation, the
        full title (including the Coupon rate, issuance date, and final maturity
        date) of the Notes on account of which such payment is made, a reference
        to the PPN,  and the due  date  and  application  (as  among  principal,
        premium and interest) of the payment being made.

(2)     Address for all notices relating to payments:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Securities Accounting
        Fax:  (770) 690-4899


                                             13


<PAGE>

(3)     Address for all other communications and notices:

        ING Investment Management, Inc.
        5780 Powers Ferry Road
        Suite 300
        Atlanta, Georgia  30327-4349
        Attention:  Private Placements
        Fax:  (770) 690-4899


Tax ID #:  75-0572420



                                             14


<PAGE>


                                   SCHEDULE B

                                  DEFINED TERMS

        As used herein,  the following  terms have the  respective  meanings set
forth below or set forth in the Section hereof following such term:

        "Affiliate"  means any Person (other than a Restricted  Subsidiary)  (i)
who is a director or executive  officer of the Company or any  Subsidiary,  (ii)
which directly or indirectly through one or more intermediaries  controls, or is
controlled  by, or is under  common  control  with,  the  Company,  (iii)  which
beneficially  owns or holds  securities  representing 5% or more of the combined
voting  power of the Voting Stock of the Company or any  Subsidiary,  or (iv) of
which  securities  representing  5% or more of the combined  voting power of its
Voting  Stock (or in the case of a Person not a  corporation,  5% or more of its
equity) is beneficially owned or held by the Company or any Subsidiary. The term
"control" means the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in Chicago, Illinois are required or authorized to be
closed.

        "Capitalized  Lease"  means,  at any time, a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an asset and
the incurrence of a liability in accordance with GAAP.

        "Closing" is defined in Section 3.

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

        "Company" means Globe Business Resources, Inc., an Ohio corporation.

        "Competitor"  means any Person listed on Schedule  13.2 hereof,  as such
Schedule may be amended in writing from time to time by the Company.

        "Consolidated  Cash Flow  Available  for Fixed  Charges"  for any period
shall mean the sum of (i) Consolidated Net Income, (ii) taxes,  depreciation and
amortization,  as  determined in accordance  with GAAP,  and (iii)  Consolidated
Fixed Charges.

        "Consolidated  Current  Ratio"  shall mean the ratio of (x) the total of
cash, receivables, and rental furniture, (valued at lower of cost or fair market
value,  net of  accumulated  depreciation)  of the  Company  and its  Restricted
Subsidiaries to (y) the total of accounts payable, customer deposits and accrued
expenses of the Company and its Restricted Subsidiaries.


                                             1

<PAGE>


        "Consolidated  Fixed Charges" means,  for any period,  on a consolidated
basis, the sum of (a) all Rentals (other than Rentals on Capitalized  Leases and
Rentals  paid by the  Company  or any  Restricted  Subsidiary  with  respect  to
apartments  used in the  corporate  housing  operations  of the  Company  or any
Restricted  Subsidiary)  payable  during  such  period  by the  Company  and its
Restricted Subsidiaries with respect to leases having an original term in excess
of one year,  and (b) all Interest  Charges on all Debt  (including the interest
component of Rentals on  Capitalized  Leases) of the Company and its  Restricted
Subsidiaries.

        "Consolidated  Funded  Debt"  means  Funded  Debt of the Company and its
Restricted  Subsidiaries  determined on a consolidated  basis in accordance with
GAAP.

        "Consolidated  Net Income" means  consolidated net income and net losses
of the Company and its Restricted  Subsidiaries,  determined in accordance  with
GAAP,  after  excluding  the sum of (i) any net  loss or any  undistributed  net
income of any Person in which the Company has an ownership interest other than a
Restricted Subsidiary;  (ii) any net loss or any undistributed net income of any
Restricted  Subsidiary  prior to the date it  becomes a  Restricted  Subsidiary;
(iii) any gain or net loss (net of any tax  effect)  resulting  from the sale of
any capital  assets by the Company or  Restricted  Subsidiary  other than in the
ordinary course of business; (iv) extraordinary, unusual, or non-recurring gains
or losses; (v) gains resulting from the write-up of assets; (vi) any earnings of
any  Restricted  Subsidiary  unavailable  for payment to the Company;  and (vii)
proceeds of any life insurance policy.

        "Consolidated Net Worth" means, at any date, with respect to the Company
and its Restricted  Subsidiaries,  the total amount of (i) capital stock (except
treasury stock but including  preferred stock) plus (ii) paid-in  surplus,  plus
(iii) general contingency  reserves and plus (iv) retained earnings (deficit) at
such date,  plus (v) fair market value in excess of historical  cost of acquired
net assets  attributable to related party  transactions,  all as determined on a
consolidated basis in accordance with GAAP.

        "Consolidated  Total  Assets"  means the total assets of the Company and
its Restricted  Subsidiaries  determined on a  consolidated  basis in accordance
with GAAP.

        "Debt" means (i) all items of borrowings,  including Capitalized Leases,
which in accordance with GAAP would be included in determining total liabilities
as shown on the  liability  side of a balance sheet as of the date at which Debt
is to be  determined  (other  than items of  borrowings  of the  Company  from a
Wholly-Owned Restricted Subsidiary),  (ii) all Guaranties (other than Guaranties
of Debt of the Company or a Wholly-Owned Restricted Subsidiary by the Company or
a Subsidiary),  letters of credit and endorsements  (other than of notes,  bills
and checks  presented to banks for collection or deposit in the ordinary  course
of business), in each case to support Debt of other Persons; and (iii) all items
of borrowings secured by any mortgage, pledge or Lien existing on property owned
subject to such mortgage, pledge, or Lien, whether or not the borrowings secured
thereby shall have been assumed by the Company or any Subsidiary.

        "Default"  means an event or condition  the  occurrence  or existence of
which would,  with the lapse of time or the giving of notice or both,  become an
Event of Default.


                                             2
<PAGE>

        "Default Rate" means 9.54% per annum.

        "Disposition" has the meaning set forth in Section 10.8 hereof.

        "EBITDA" means  earnings of the Company and its Restricted  Subsidiaries
before  interest,  taxes,  depreciation and  amortization,  all as determined in
accordance with GAAP.

        "Environmental  Laws"  means  any and all  Federal,  state,  local,  and
foreign statutes,  laws,  regulations,  ordinances,  rules,  judgments,  orders,
decrees,  permits,  concessions,  grants,  franchises,  licenses,  agreements or
governmental  restrictions  relating  to  pollution  and the  protection  of the
environment or the release of any materials into the environment,  including but
not limited to those related to hazardous  substances  or wastes,  air emissions
and discharges to waste or public systems.

        "ERISA" means the Employee  Retirement  Income  Security Act of 1974, as
amended from time to time, and the rules and regulations  promulgated thereunder
from time to time in effect.

        "ERISA   Affiliate"  means  any  trade  or  business   (whether  or  not
incorporated)  that is treated as a single  employer  together  with the Company
under section 414 of the Code.

        "Event of Default" is defined in Section 11.

        "Exchange  Act" means the  Securities  Exchange Act of 1934,  as amended
from time to time, and the rules and  regulations  promulgated  thereunder  from
time to time in effect.

        "Exchange of Assets" means any  contemporaneous  exchange of assets used
in the operating business of the Company or any Restricted Subsidiary for assets
to be  used  in  the  operating  business  of  the  Company  or  any  Restricted
Subsidiary.

        "Funded  Debt" means  without  duplication:  (i) all Debt having a final
maturity of more than one year,  from the date of creation  thereof (or which is
renewable or  extendible at the option of the obligor for a period or periods of
more than one year from the date of creation),  and including current maturities
thereof,  and (ii) any Debt outstanding  pursuant to any instrument or agreement
providing  for  maturity  on  demand  or  within  one year  from the date of the
creation thereof,  except to the extent such Debt has not been outstanding for a
period of thirty  consecutive  days  during  the  immediately  preceding  twelve
months.

        "GAAP" means generally accepted accounting  principles as in effect from
time to time in the United States of America.

        "Governmental Authority" means

        (a)    the government of

                      (i)    the United States of America or any State or  other
        political subdivision thereof, or

                                             3

<PAGE>

                      (ii)  any   jurisdiction  in  which  the  Company  or  any
        Subsidiary  conducts all or any part of its  business,  or which asserts
        jurisdiction over any properties of the Company or any Subsidiary, or

        (b) any entity or agency exercising  executive,  legislative,  judicial,
regulatory  or   administrative   functions  of,  or  pertaining  to,  any  such
government.

        "Guaranty" means, with respect to any Person, any obligation (except the
endorsement  in the ordinary  course of business of negotiable  instruments  for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness,  dividend or other  obligation  of any other Person in any manner,
whether  directly or  indirectly,  including  (without  limitation)  obligations
incurred through an agreement, contingent or otherwise, by such Person:

     (a)  to  purchase   such   indebtedness   or  obligation  or  any  property
constituting security therefor;

     (b) to  advance  or supply  funds (i) for the  purchase  or payment of such
indebtedness  or  obligation,  or (ii) to maintain any working  capital or other
balance sheet condition or any income statement condition of any other Person or
otherwise to advance or make available funds for the purchase or payment of such
indebtedness or obligation;

     (c) to lease properties or to purchase properties or services primarily for
the purpose of assuring  the owner of such  indebtedness  or  obligation  of the
ability of any other Person to make payment of the  indebtedness  or obligation;
or

     (d)  otherwise  to assure  the  owner of such  indebtedness  or  obligation
against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

        "Holder" means,  with respect to any Note, the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
13.1.

        "Institutional  Investor" means (a) any original purchaser of a Note and
(b) any bank,  trust company,  savings and loan  association or other  financial
institution,  any pension plan, any investment  company,  any insurance company,
any broker or dealer,  or any other  similar  financial  institution  or entity,
regardless of legal form.

        "Interest  Charges"  means,  for any  period,  all  interest,  including
capitalized  interest,  and all amortization of debt discount and expense on any
particular  Debt for which such  calculations  are being made.  Computations  of
Interest  Charges on a pro forma basis for Debt having a variable  interest rate
shall be calculated at the rate in effect on the date of any determination.

        "Lien" means, with respect to any Person,  any mortgage,  lien,  pledge,
charge, security interest or other encumbrance,  or any interest or title of any


                                             4


<PAGE>


vendor,  lessor,  lender or other  secured  party to or of such Person under any
conditional  sale or other title retention  agreement or Capital Lease,  upon or
with respect to any property or asset of such Person  (including  in the case of
stock,   stockholder  agreements,   voting  trust  agreements  and  all  similar
arrangements).

        "Make-Whole Amount" is defined in Section 8.6.

        "Market  Property"  means the  identifiable  assets  associated with the
Company's  individual  operational units in specific  geographic  markets (e.g.,
metropolitan Phoenix), if sold together as an operational unit.

        "Material"  means  material  in relation  to the  business,  operations,
affairs,  financial  condition,  assets,  or  properties  of the Company and its
Subsidiaries taken as a whole.

        "Material  Adverse  Effect" means a material  adverse  effect on (a) the
business, operations,  affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole, or (b) the ability of the Company
to perform  its  obligations  under  this  Agreement  or the  Notes,  or (c) the
validity or enforceability of this Agreement or the Notes.

        "Memorandum" is defined in Section 5.3.

        "Multiemployer  Plan" means any Plan that is a "multiemployer  plan" (as
such term is defined in section 4001(a)(3) of ERISA).

        "Negative  Exchange of Assets" means any Exchange of Assets in which the
book value of assets received by the Company or any Restricted  Subsidiary in an
Exchange  of  Assets is less than the book  value of assets  transferred  by the
Company or any Restricted Subsidiary in such Exchange of Assets.

        "Notes" is defined in Section 1.

        "Officer's  Certificate"  means  a  certificate  of a  Senior  Financial
Officer or of any other officer of the Company whose responsibilities  extend to
the subject matter of such  certificate.  No Officer's  Certificate shall impose
any personal (as opposed to corporate) liability.

        "PBGC" means the Pension Benefit  Guaranty  Corporation  referred to and
defined in ERISA or any successor thereto.

        "Person"  means  an  individual,   partnership,   corporation,   limited
liability   company,   joint   venture,   association,   trust,   unincorporated
organization, or a government or agency or political subdivision thereof.

        "Plan" means an "employee  benefit  plan" (as defined in section 3(3) of
ERISA) that is or,  within the preceding  five years,  has been  established  or
maintained,  or to which  contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA  Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.


                                             5


<PAGE>

        "Preferred Stock" means any class of capital stock of a corporation that
is preferred over any other class of capital stock of such corporation as to the
payment  of  dividends  or  the  payment  of  any  amount  upon  liquidation  or
dissolution of such corporation.

        "Property" or "Properties" means, unless otherwise specifically limited,
real or  personal  property  of any  kind,  tangible  or  intangible,  choate or
inchoate.

        "QPAM  Exemption"  means  Prohibited  Transaction  Class Exemption 84-14
issued by the United States Department of Labor.

        "Rentals"  means  and  includes  as of the  date  of  any  determination
thereof,  all  payments  (including  as such all  payments  which the  lessee is
obligated to make to the lessor on  termination of the lease or surrender of the
property)  payable  by the  Company  or a  Restricted  Subsidiary,  as lessee or
sublessee under a lease of real or personal property,  but shall be exclusive of
any  amounts  required  to be paid by the  Company  or a  Restricted  Subsidiary
(whether  or not  designated  as  rents  or  additional  rents)  on  account  of
maintenance, repairs, insurance, taxes and similar charges.

        "Required  Holders"  means, at any time, the holders of at least 66-2/3%
in principal  amount of the Notes at the time  outstanding  (exclusive  of Notes
then owned by the Company or any of its Affiliates).

        "Responsible  Officer" means any Senior Financial  Officer and any other
officer  of the  Company  with  responsibility  for  the  administration  of the
relevant portion of this Agreement.

        "Restricted  Subsidiary" means any Subsidiary (i) of which more than 80%
of  the  voting  securities  are  owned  by  the  Company  and/or  one  or  more
Wholly-Owned Restricted Subsidiaries,  and (ii) which the Company has designated
as a  "Restricted  Subsidiary"  by notice in writing given to the holders of the
Notes,  provided that the designation of a Subsidiary as "restricted"  shall not
be changed to "unrestricted".

        "Securities  Act" means the Securities Act of 1933, as amended from time
to time and the rules and regulations  promulgated  thereunder from time to time
in effect.

        "Secured Debt" means Debt secured by Liens.

        "Senior Financial Officer" means the chief financial officer,  principal
accounting officer, treasurer or comptroller of the Company.

        "Senior  Funded  Debt"  shall  mean  and  include  all  Funded  Debt not
expressly  junior  or  subordinate  to any  other  Debt of the  Company  and its
Restricted Subsidiaries.

        "Subsidiary"  means, as to any Person,  any corporation,  association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests  to  enable  it or them (as a group)  ordinarily,  in the  absence  of
contingencies,  to elect a majority  of the  directors  (or  Persons  performing
similar  functions)  of such  entity,  and any  partnership,  limited  liability


                                             6


<PAGE>


company,  or joint venture if more than a 80% interest in the profits or capital
thereof  is  owned by such  Person  or one or more of its  Subsidiaries  or such
Person and one or more of its Subsidiaries (unless such partnership can and does
ordinarily take major business actions without the prior approval of such Person
or one or  more of its  Subsidiaries).  Unless  the  context  otherwise  clearly
requires,  any reference to a "Subsidiary" is a reference to a Subsidiary of the
Company.

        "Total  Debt"  means  all  debt  of  the  Company  and  its   Restricted
Subsidiaries determined on a consolidated basis in accordance with GAAP.

        "Voting Stock" means capital stock of any class of a corporation  having
ordinary  voting  powers to vote for the  election  of  members  of the board of
directors of such corporation or Persons performing similar functions.

        "Wholly-Owned Subsidiary" means, at any time, any Subsidiary one hundred
percent  (100%) of all of the equity  interests  (except  directors'  qualifying
shares)  and  voting  interests  of  which  are  owned by any one or more of the
Company and the Company's other Wholly-Owned Subsidiaries at such time.



                                             7
<PAGE>


                                  SCHEDULE 4.9


                         CHANGES IN CORPORATE STRUCTURE



                                          1




<PAGE>


                                  SCHEDULE 5.4



                         SUBSIDIARIES OF THE COMPANY AND
                         OWNERSHIP OF SUBSIDIARY STOCKS







                                          1






<PAGE>


                                  SCHEDULE 5.5



                              FINANCIAL STATEMENTS


        The financial statements referenced in Section 5.5 consist of all of the
financial  statements  contained in the Company's Annual Report on Form 10-K for
the fiscal  year ended  February  28, 1997 and all of the  financial  statements
contained  in the  Company's  Quarterly  Report on Form  10-Q for the  quarterly
period ended May 31, 1997.





                                          1






<PAGE>






                                  SCHEDULE 5.15



                             EXISTING DEBT AND LIENS







                                          1






<PAGE>






                                  SCHEDULE 10.7



                                 EXISTING LIENS






                                          1




<PAGE>


                                  SCHEDULE 13.2



                                   COMPETITORS









                                          1






<PAGE>


                                    EXHIBIT 1

                         GLOBE BUSINESS RESOURCES, INC.
                                7.54% SENIOR NOTE
                              DUE SEPTEMBER 1, 2007


No. [_____]                                                _________, 1997
$[_______]                                                PPN:  __________

               FOR VALUE RECEIVED,  the undersigned,  GLOBE BUSINESS  RESOURCES,
INC. (herein called the "Company"),  a corporation  organized and existing under
the   laws   of   the   State   of   Ohio,    hereby    promises   to   pay   to
______________________________,  or  registered  assigns,  the  principal sum of
____________________  DOLLARS on ________,  2007, with interest (computed on the
basis of a 360-day  year of twelve  30-day  months)  (a) on the  unpaid  balance
thereof  at  the  rate  of  7.54%  per  annum  from  the  date  hereof,  payable
semiannually,  on the first day of September  and the first day of March in each
year, commencing March 1, 1998, until the principal hereof shall have become due
and  payable,  and (b) to the extent  permitted  by law on any  overdue  payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any  overdue  payment  of any  Make-Whole  Amount  (as  defined  in the Note
Agreement  referred to below),  payable  semiannually  as aforesaid  (or, at the
option of the registered holder hereof, on demand), at a rate per annum equal to
9.54%.

        Payments of principal  of,  interest on and any  Make-Whole  Amount with
respect  to this Note are to be made in  lawful  money of the  United  States of
America in the manner  and at such  place as shall have been  designated  in the
Note Agreement referred to below.

        This Note is one of a series of Senior Notes (herein called the "Notes")
issued  pursuant to the Note Purchase  Agreement,  dated as of September 1, 1997
(as from time to time amended,  the "Note  Agreement"),  between the Company and
the respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance  hereof,  (i) to have
agreed to the  confidentiality  provisions  set forth in  Section 20 of the Note
Agreement  and (ii) to have made the  representations  set forth in Sections 6.1
and 6.2 of the Note Agreement.

        This Note is a registered  Note and, as provided in the Note  Agreement,
upon surrender of this Note for  registration  of transfer,  duly  endorsed,  or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's  attorney duly authorized in writing,  a new Note
for a like  principal  amount will be issued to, and  registered in the name of,
the  transferee.  Prior to due presentment  for  registration  of transfer,  the
Company may treat the person in whose name this Note is  registered as the owner
hereof for the purpose of receiving payment and for all other purposes,  and the
Company will not be affected by any notice to the contrary.

        The Company will make required prepayments of principal on the dates and
in the amounts  specified  in the Note  Agreement.  This Note is also subject to


                                             1

<PAGE>


optional prepayment,  in whole or from time to time in part, at the times and on
the terms specified in the Note Agreement, but not otherwise.

        If an Event of Default, as defined in the Note Agreement,  occurs and is
continuing,  the principal of this Note may be declared or otherwise  become due
and payable in the manner,  at the price  (including any  applicable  Make-Whole
Amount) and with the effect provided in the Note Agreement.

        This  Note and the Note  Agreement  are  governed  by and  construed  in
accordance with the internal laws (and not the law of conflicts) of the State of
Illinois.

                                            GLOBE BUSINESS RESOURCES, INC.


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


                                             2


<PAGE>


                                   EXHIBIT 4.4


                                 LEGAL OPINIONS


     A. The  opinion of  Gardner,  Carton &  Douglas,  special  counsel  for the
Purchasers, shall be to the effect that:

          1. The Company is a corporation organized and validly existing in good
     standing  under the laws of the State of Ohio with all requisite  corporate
     power and authority to carry on the business now being  conducted by it, to
     enter into and perform the Agreement and to issue and sell the Notes.

          2. The Agreement has been duly authorized by proper  corporate  action
     on the part of the  Company,  has been duly  executed  and  delivered by an
     authorized  officer of the Company  and  constitutes  the legal,  valid and
     binding agreement of the Company, enforceable in accordance with its terms,
     except to the extent that  enforcement  of the  Agreement may be limited by
     applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar
     laws of general application relating to or affecting the enforcement of the
     rights of  creditors  or by  equitable  principles,  regardless  of whether
     enforcement is sought in a proceeding in equity or at law.

          3. The Notes have been duly authorized by proper  corporate  action on
     the part of the  Company,  have  been duly  executed  and  delivered  by an
     authorized  officer of the Company,  and  constitute  the legal,  valid and
     binding  obligations of the Company,  enforceable in accordance  with their
     terms, except to the extent that enforcement of the Notes may be limited by
     applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar
     laws of general application relating to or affecting the enforcement of the
     rights of  creditors  or by  equitable  principles,  regardless  of whether
     enforcement is sought in a proceeding in equity or at law.

          4.  Based upon the  representations  set forth in the  Agreement,  the
     offering, sale and delivery of the Notes do not require the registration of
     the  Note  under  the  Securities   Act  of  1933,  as  amended,   nor  the
     qualification  of an indenture  under the Trust  Indenture  Act of 1939, as
     amended.

          5. The  issuance and sale of the Notes and  compliance  with the terms
     and  provisions  of the Notes and the  Agreement  will not conflict with or
     result  in  any  breach  of any of the  provisions  of the  Certificate  of
     Incorporation or By-laws of the Company.

     The opinion of Gardner,  Carton & Douglas also shall state that the opinion
of  Keating,  Muething &  Klekamp,  P.L.L.,  special  counsel  for the  Company,
delivered to you pursuant to the Agreement, is satisfactory in form and scope to
Gardner,  Carton & Douglas,  and, in their  opinion,  the  Purchasers and it are
justified in relying thereon and shall cover such other matters  relating to the
sale of the Notes as the Purchasers may reasonably request.

     B. The opinion of Keating,  Muething & Klekamp, P.L.L., special counsel for
the Company,  shall cover all matters specified in clauses 1 through 4 set forth
above and shall also be to the effect that:

                                             1




<PAGE>



          1. The Company has full  corporate  power and authority to conduct the
     activities in which it is now engaged and own its Property.

          2. Each of the  Subsidiaries  of the  Company  is a  corporation  duly
     organized  and  validly  existing  in good  standing  under the laws of its
     jurisdiction of incorporation,  and each has all requisite  corporate power
     and  authority to carry on the  business now being  conducted by it and own
     its Property.

          3. Each of the Company and its  Subsidiaries  is duly qualified and in
     good  standing as a foreign  corporation  authorized to do business in each
     jurisdiction  where the  nature  of the  business  transacted  by it or the
     character of its  Properties  owned or leased makes such  qualification  or
     licensing  necessary except for such jurisdictions where individually or in
     the  aggregate,  failure  to so qualify  would not have a material  adverse
     affect on its business, properties, or condition, financial or otherwise.

          4. No  authorization,  approval  or  consent  of any  governmental  or
     regulatory  body is  necessary  or required in  connection  with the lawful
     execution  and  delivery  by the  Company  of the  Agreement  or the lawful
     offering,  issuance  and sale of the  Notes,  and no  designation,  filing,
     declaration,   registration  and/or  qualification  with  any  governmental
     authority  is  required  by the  Company  in  connection  with such  offer,
     issuance and sale.

          5. The  issuance and sale of the Notes and  compliance  with the terms
     and  provisions of the Notes and the Agreement  will not conflict  with, or
     result in any breach of any of the  provisions  of, or constitute a default
     under,  or result in the creation or imposition of any lien or  encumbrance
     upon any of the property of the Company  pursuant to the  provisions of the
     Certificate of  Incorporation  or other charter  document or By-laws of the
     Company or any Subsidiary or any loan agreement  under which the Company or
     any  Subsidiary is bound,  or other  agreement or instrument  known to such
     counsel (after due inquiry) to which the Company or any Subsidiary is bound
     or any Ohio or Federal law  (including  usury laws) or  regulation,  order,
     writ,  injunction  or  decree  of  any  court  or  governmental   authority
     applicable to the Company known to such counsel.

          6.  The  Notes  do not  violate  any  applicable  usury  law,  and the
     transaction is not usurious under Ohio law.

          7. There are no actions,  suits or proceedings pending or, to the best
     of such  counsel's  knowledge  after due inquiry,  threatened  against,  or
     affecting the Company or its Subsidiaries, at law or in equity or before or
     by  any  Federal,  state,  municipal  or  other  governmental   department,
     commission, board, bureau, agency or instrumentality,  domestic or foreign,
     which are likely to result,  either  individually or  collectively,  in any
     adverse  change  in the  business,  Properties,  operations  or  condition,
     financial or otherwise, of the Company or any Subsidiary.

                                             2


<PAGE>


          8. The choice of law in the Note  Agreement  and Notes of Illinois law
     as the law  governing  the  Note  Agreement  and the  Notes  is  valid  and
     enforceable and would be recognized and applied in an action brought before
     a court of competent jurisdiction in the State of Ohio.

          9. All of the issued and  outstanding  shares of capital stock of each
     Subsidiary  have  been  duly  and  validly  issued,   are  fully  paid  and
     nonassessable  and,  to the  knowledge  of such  counsel,  are owned by the
     Company free and clear of any Lien or encumbrance.

          10. To the best  knowledge of such  counsel,  after due  inquiry,  the
     Company and each  Subsidiary  have all  franchises,  permits,  licenses and
     other authority as are material to enable them to carry on their respective
     business as now being  conducted and as proposed to be conducted,  and none
     of them is in default under any of such  franchises,  permits,  licenses or
     other authority,  which default would have a material adverse effect on the
     operations or financial  condition of the Company and its Subsidiaries on a
     consolidated basis.

          11. Neither the Company nor any  Subsidiary is: (i) a "public  utility
     company"  or a  "holding  company,"  or  an  "affiliate"  or a  "subsidiary
     company" of a "holding  company," or an  "affiliate"  of such a "subsidiary
     company," as such terms are defined in the Public Utility  Holding  Company
     Act of 1935,  as  amended,  or (ii) a "public  utility"  as  defined in the
     Federal  Power Act,  as  amended,  or (iii) an  "investment  company" or an
     "affiliated   person"  thereof  or  an  "affiliated  person"  of  any  such
     "affiliated  person," as such terms are defined in the  Investment  Company
     Act of 1940, as amended.

     The opinion of Keating,  Muething & Klekamp,  P.L.L. shall cover such other
matters  relating  to the sale of the  Notes as the  Purchasers  may  reasonably
request.  With respect to matters of fact on which such  opinion is based,  such
counsel  shall  be  entitled  to  rely on  appropriate  certificates  of  public
officials  and officers of the Company and with  respect to matters  governed by
the laws of any jurisdiction other than the United States of America,  the State
of Ohio and the  corporate  law of the State of Delaware,  such counsel may rely
upon the opinions of counsel  deemed (and stated in their  opinion to be deemed)
by them to be competent and reliable.


<PAGE>

                                GLOBE BUSINESS RESOURCES, INC.
                                      7.54% SENIOR NOTE
                                    DUE SEPTEMBER 1, 2007


No. R-1                                                   September 29, 1997
$14,000,000                                                  PPN:  379395A*7

               FOR VALUE RECEIVED,  the undersigned,  GLOBE BUSINESS  RESOURCES,
INC. (herein called the "Company"),  a corporation  organized and existing under
the laws of the State of Ohio, hereby promises to pay to Security Life of Denver
Insurance Company, or registered assigns,  the principal sum of FOURTEEN MILLION
DOLLARS on September 1, 2007, with interest  (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid  balance  thereof at the rate of
7.54% per annum from the date hereof, payable semiannually,  on the first day of
September  and the first day of March in each  year,  commencing  March 1, 1998,
until the  principal  hereof shall have become due and  payable,  and (b) to the
extent  permitted  by  law  on  any  overdue  payment   (including  any  overdue
prepayment)  of  principal,  any  overdue  payment of  interest  and any overdue
payment of any Make-Whole  Amount (as defined in the Note Agreement  referred to
below),  payable  semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum equal to 9.54%.

               Payments of principal of,  interest on and any Make-Whole  Amount
with respect to this Note are to be made in lawful money of the United States of
America in the manner  and at such  place as shall have been  designated  in the
Note Agreement referred to below.

               This Note is one of a series of Senior Notes  (herein  called the
"Notes") issued pursuant to the Note Purchase  Agreement,  dated as of September
1,  1997 (as from  time to time  amended,  the "Note  Agreement"),  between  the
Company  and the  respective  Purchasers  named  therein  and is entitled to the
benefits  thereof.  Each holder of this Note will be deemed,  by its  acceptance
hereof,  (i) to have  agreed  to the  confidentiality  provisions  set  forth in
Section 20 of the Note Agreement and (ii) to have made the  representations  set
forth in Sections 6.1 and 6.2 of the Note Agreement.

               This Note is a  registered  Note  and,  as  provided  in the Note
Agreement,  upon  surrender  of this Note for  registration  of  transfer,  duly
endorsed,  or accompanied by a written instrument of transfer duly executed,  by
the  registered  holder  hereof or such  holder's  attorney  duly  authorized in
writing,  a new  Note  for a like  principal  amount  will  be  issued  to,  and
registered  in the  name  of,  the  transferee.  Prior  to due  presentment  for
registration  of  transfer,  the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving  payment and
for all other  purposes,  and the Company  will not be affected by any notice to
the contrary.

               The Company will make  required  prepayments  of principal on the
dates and in the  amounts  specified  in the Note  Agreement.  This Note is also
subject to optional  prepayment,  in whole or from time to time in part,  at the
times and on the terms specified in the Note Agreement, but not otherwise.


<PAGE>



               If an Event of Default, as defined in the Note Agreement,  occurs
and is  continuing,  the  principal  of this Note may be declared  or  otherwise
become due and payable in the manner,  at the price  (including  any  applicable
Make-Whole Amount) and with the effect provided in the Note Agreement.

               This Note and the Note Agreement are governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
Illinois.

                                            GLOBE BUSINESS RESOURCES, INC.


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



<PAGE>



                         GLOBE BUSINESS RESOURCES, INC.
                                7.54% SENIOR NOTE
                              DUE SEPTEMBER 1, 2007


No. R-2                                                    September 29, 1997
$9,000,000                                                    PPN:  379395A*7

               FOR VALUE RECEIVED,  the undersigned,  GLOBE BUSINESS  RESOURCES,
INC. (herein called the "Company"),  a corporation  organized and existing under
the laws of the State of Ohio,  hereby promises to pay to Life Insurance Company
of Georgia, or registered assigns,  the principal sum of NINE MILLION DOLLARS on
September  1, 2007,  with  interest  (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.54% per
annum from the date hereof, payable semiannually,  on the first day of September
and the first day of March in each year,  commencing  March 1,  1998,  until the
principal  hereof  shall  have  become  due and  payable,  and (b) to the extent
permitted by law on any overdue  payment  (including any overdue  prepayment) of
principal,  any  overdue  payment of  interest  and any  overdue  payment of any
Make-Whole Amount (as defined in the Note Agreement referred to below),  payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum equal to 9.54%.

               Payments of principal of,  interest on and any Make-Whole  Amount
with respect to this Note are to be made in lawful money of the United States of
America in the manner  and at such  place as shall have been  designated  in the
Note Agreement referred to below.

               This Note is one of a series of Senior Notes  (herein  called the
"Notes") issued pursuant to the Note Purchase  Agreement,  dated as of September
1,  1997 (as from  time to time  amended,  the "Note  Agreement"),  between  the
Company  and the  respective  Purchasers  named  therein  and is entitled to the
benefits  thereof.  Each holder of this Note will be deemed,  by its  acceptance
hereof,  (i) to have  agreed  to the  confidentiality  provisions  set  forth in
Section 20 of the Note Agreement and (ii) to have made the  representations  set
forth in Sections 6.1 and 6.2 of the Note Agreement.

               This Note is a  registered  Note  and,  as  provided  in the Note
Agreement,  upon  surrender  of this Note for  registration  of  transfer,  duly
endorsed,  or accompanied by a written instrument of transfer duly executed,  by
the  registered  holder  hereof or such  holder's  attorney  duly  authorized in
writing,  a new  Note  for a like  principal  amount  will  be  issued  to,  and
registered  in the  name  of,  the  transferee.  Prior  to due  presentment  for
registration  of  transfer,  the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving  payment and
for all other  purposes,  and the Company  will not be affected by any notice to
the contrary.

               The Company will make  required  prepayments  of principal on the
dates and in the  amounts  specified  in the Note  Agreement.  This Note is also
subject to optional  prepayment,  in whole or from time to time in part,  at the
times and on the terms specified in the Note Agreement, but not otherwise.


<PAGE>



               If an Event of Default, as defined in the Note Agreement,  occurs
and is  continuing,  the  principal  of this Note may be declared  or  otherwise
become due and payable in the manner,  at the price  (including  any  applicable
Make-Whole Amount) and with the effect provided in the Note Agreement.

               This Note and the Note Agreement are governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
Illinois.

                                            GLOBE BUSINESS RESOURCES, INC.


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



<PAGE>



                         GLOBE BUSINESS RESOURCES, INC.
                                7.54% SENIOR NOTE
                              DUE SEPTEMBER 1, 2007


No. R-3                                                      September 29, 1997
$3,000,000                                                      PPN:  379395A*7

               FOR VALUE RECEIVED,  the undersigned,  GLOBE BUSINESS  RESOURCES,
INC. (herein called the "Company"),  a corporation  organized and existing under
the laws of the State of Ohio,  hereby  promises  to pay to  Peerless  Insurance
Company,  or registered  assigns,  the principal sum of THREE MILLION DOLLARS on
September  1, 2007,  with  interest  (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.54% per
annum from the date hereof, payable semiannually,  on the first day of September
and the first day of March in each year,  commencing  March 1,  1998,  until the
principal  hereof  shall  have  become  due and  payable,  and (b) to the extent
permitted by law on any overdue  payment  (including any overdue  prepayment) of
principal,  any  overdue  payment of  interest  and any  overdue  payment of any
Make-Whole Amount (as defined in the Note Agreement referred to below),  payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum equal to 9.54%.

               Payments of principal of,  interest on and any Make-Whole  Amount
with respect to this Note are to be made in lawful money of the United States of
America in the manner  and at such  place as shall have been  designated  in the
Note Agreement referred to below.

               This Note is one of a series of Senior Notes  (herein  called the
"Notes") issued pursuant to the Note Purchase  Agreement,  dated as of September
1,  1997 (as from  time to time  amended,  the "Note  Agreement"),  between  the
Company  and the  respective  Purchasers  named  therein  and is entitled to the
benefits  thereof.  Each holder of this Note will be deemed,  by its  acceptance
hereof,  (i) to have  agreed  to the  confidentiality  provisions  set  forth in
Section 20 of the Note Agreement and (ii) to have made the  representations  set
forth in Sections 6.1 and 6.2 of the Note Agreement.

               This Note is a  registered  Note  and,  as  provided  in the Note
Agreement,  upon  surrender  of this Note for  registration  of  transfer,  duly
endorsed,  or accompanied by a written instrument of transfer duly executed,  by
the  registered  holder  hereof or such  holder's  attorney  duly  authorized in
writing,  a new  Note  for a like  principal  amount  will  be  issued  to,  and
registered  in the  name  of,  the  transferee.  Prior  to due  presentment  for
registration  of  transfer,  the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving  payment and
for all other  purposes,  and the Company  will not be affected by any notice to
the contrary.

               The Company will make  required  prepayments  of principal on the
dates and in the  amounts  specified  in the Note  Agreement.  This Note is also
subject to optional  prepayment,  in whole or from time to time in part,  at the
times and on the terms specified in the Note Agreement, but not otherwise.


<PAGE>



               If an Event of Default, as defined in the Note Agreement,  occurs
and is  continuing,  the  principal  of this Note may be declared  or  otherwise
become due and payable in the manner,  at the price  (including  any  applicable
Make-Whole Amount) and with the effect provided in the Note Agreement.

               This Note and the Note Agreement are governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
Illinois.

                                            GLOBE BUSINESS RESOURCES, INC.


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



<PAGE>



                         GLOBE BUSINESS RESOURCES, INC.
                                7.54% SENIOR NOTE
                              DUE SEPTEMBER 1, 2007


No. R-4                                                      September 29, 1997
$2,000,000                                                      PPN:  379395A*7

               FOR VALUE RECEIVED,  the undersigned,  GLOBE BUSINESS  RESOURCES,
INC. (herein called the "Company"),  a corporation  organized and existing under
the laws of the  State of Ohio,  hereby  promises  to pay to  Indiana  Insurance
Company,  or registered  assigns,  the  principal sum of TWO MILLION  DOLLARS on
September  1, 2007,  with  interest  (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 7.54% per
annum from the date hereof, payable semiannually,  on the first day of September
and the first day of March in each year,  commencing  March 1,  1998,  until the
principal  hereof  shall  have  become  due and  payable,  and (b) to the extent
permitted by law on any overdue  payment  (including any overdue  prepayment) of
principal,  any  overdue  payment of  interest  and any  overdue  payment of any
Make-Whole Amount (as defined in the Note Agreement referred to below),  payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum equal to 9.54%.

               Payments of principal of,  interest on and any Make-Whole  Amount
with respect to this Note are to be made in lawful money of the United States of
America in the manner  and at such  place as shall have been  designated  in the
Note Agreement referred to below.

               This Note is one of a series of Senior Notes  (herein  called the
"Notes") issued pursuant to the Note Purchase  Agreement,  dated as of September
1,  1997 (as from  time to time  amended,  the "Note  Agreement"),  between  the
Company  and the  respective  Purchasers  named  therein  and is entitled to the
benefits  thereof.  Each holder of this Note will be deemed,  by its  acceptance
hereof,  (i) to have  agreed  to the  confidentiality  provisions  set  forth in
Section 20 of the Note Agreement and (ii) to have made the  representations  set
forth in Sections 6.1 and 6.2 of the Note Agreement.

               This Note is a  registered  Note  and,  as  provided  in the Note
Agreement,  upon  surrender  of this Note for  registration  of  transfer,  duly
endorsed,  or accompanied by a written instrument of transfer duly executed,  by
the  registered  holder  hereof or such  holder's  attorney  duly  authorized in
writing,  a new  Note  for a like  principal  amount  will  be  issued  to,  and
registered  in the  name  of,  the  transferee.  Prior  to due  presentment  for
registration  of  transfer,  the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving  payment and
for all other  purposes,  and the Company  will not be affected by any notice to
the contrary.

               The Company will make  required  prepayments  of principal on the
dates and in the  amounts  specified  in the Note  Agreement.  This Note is also
subject to optional  prepayment,  in whole or from time to time in part,  at the
times and on the terms specified in the Note Agreement, but not otherwise.


<PAGE>



               If an Event of Default, as defined in the Note Agreement,  occurs
and is  continuing,  the  principal  of this Note may be declared  or  otherwise
become due and payable in the manner,  at the price  (including  any  applicable
Make-Whole Amount) and with the effect provided in the Note Agreement.

               This Note and the Note Agreement are governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
Illinois.

                                            GLOBE BUSINESS RESOURCES, INC.


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



<PAGE>



                         GLOBE BUSINESS RESOURCES, INC.
                                7.54% SENIOR NOTE
                              DUE SEPTEMBER 1, 2007


No. R-5                                                      September 29, 1997
$2,000,000                                                      PPN:  379395A*7

               FOR VALUE RECEIVED,  the undersigned,  GLOBE BUSINESS  RESOURCES,
INC. (herein called the "Company"),  a corporation  organized and existing under
the  laws of the  State  of  Ohio,  hereby  promises  to pay to  Southland  Life
Insurance  Company,  or  registered  assigns,  the  principal sum of TWO MILLION
DOLLARS on September 1, 2007, with interest  (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid  balance  thereof at the rate of
7.54% per annum from the date hereof, payable semiannually,  on the first day of
September  and the first day of March in each  year,  commencing  March 1, 1998,
until the  principal  hereof shall have become due and  payable,  and (b) to the
extent  permitted  by  law  on  any  overdue  payment   (including  any  overdue
prepayment)  of  principal,  any  overdue  payment of  interest  and any overdue
payment of any Make-Whole  Amount (as defined in the Note Agreement  referred to
below),  payable  semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum equal to 9.54%.

               Payments of principal of,  interest on and any Make-Whole  Amount
with respect to this Note are to be made in lawful money of the United States of
America in the manner  and at such  place as shall have been  designated  in the
Note Agreement referred to below.

               This Note is one of a series of Senior Notes  (herein  called the
"Notes") issued pursuant to the Note Purchase  Agreement,  dated as of September
1,  1997 (as from  time to time  amended,  the "Note  Agreement"),  between  the
Company  and the  respective  Purchasers  named  therein  and is entitled to the
benefits  thereof.  Each holder of this Note will be deemed,  by its  acceptance
hereof,  (i) to have  agreed  to the  confidentiality  provisions  set  forth in
Section 20 of the Note Agreement and (ii) to have made the  representations  set
forth in Sections 6.1 and 6.2 of the Note Agreement.

               This Note is a  registered  Note  and,  as  provided  in the Note
Agreement,  upon  surrender  of this Note for  registration  of  transfer,  duly
endorsed,  or accompanied by a written instrument of transfer duly executed,  by
the  registered  holder  hereof or such  holder's  attorney  duly  authorized in
writing,  a new  Note  for a like  principal  amount  will  be  issued  to,  and
registered  in the  name  of,  the  transferee.  Prior  to due  presentment  for
registration  of  transfer,  the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving  payment and
for all other  purposes,  and the Company  will not be affected by any notice to
the contrary.

               The Company will make  required  prepayments  of principal on the
dates and in the  amounts  specified  in the Note  Agreement.  This Note is also
subject to optional  prepayment,  in whole or from time to time in part,  at the
times and on the terms specified in the Note Agreement, but not otherwise.


<PAGE>


               If an Event of Default, as defined in the Note Agreement,  occurs
and is  continuing,  the  principal  of this Note may be declared  or  otherwise
become due and payable in the manner,  at the price  (including  any  applicable
Make-Whole Amount) and with the effect provided in the Note Agreement.

               This Note and the Note Agreement are governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
Illinois.

                                            GLOBE BUSINESS RESOURCES, INC.


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