CREDIT AGREEMENT

This Credit  Agreement  (the  "Agreement")  is entered into as of the 29thday of
September,   1997,  by  and  among  GLOBE  BUSINESS  RESOURCES,  INC.,  an  Ohio
corporation  formerly  known as and doing  business as Globe  Furniture  Rentals
("Borrower"),  THE FIFTH THIRD BANK, an Ohio banking corporation ("Fifth Third")
and PNC  BANK,  OHIO,  NATIONAL  ASSOCIATION,  a  national  banking  association
("PNC"), as lenders (collectively, the "Banks" and each a "Bank"), and THE FIFTH
THIRD BANK, in its capacity as Agent for the Banks (the "Agent").

                              W I T N E S S E T H :

Section 1.     Definitions.

Certain  capitalized terms have the meanings set forth on Exhibit 1 hereto.  All
financial  terms used in this  Agreement  but not  defined on Exhibit 1 have the
meanings given to them by generally accepted  accounting  principles.  All other
undefined  terms have the meanings given to them in the Ohio Uniform  Commercial
Code.

Section 2.     Loans.

     2.1.  Revolving Credit Loans. 

          (a)  Subject  to the terms  and  conditions  hereof,  a line of credit
     facility (the "Facility") is hereby established pursuant to which each Bank
     hereby  severally  agrees to make revolving loans (the "Loans") to Borrower
     at Borrower's  request from time to time during the term of this  Agreement
     in an  aggregate  amount not to exceed  $30,000,000  minus the face amounts
     outstanding  under any  Letter(s) of Credit.  Agent may create and maintain
     reserves from time to time based on such credit considerations as Agent may
     reasonably  deem  appropriate.  Borrower  may borrow,  prepay and  reborrow
     hereunder,  provided that the principal amount of all Loans  outstanding at
     any one time  shall  not  exceed  $30,000,000;  if the  amount of the Loans
     outstanding at any time exceeds $30,000,000, Borrower shall immediately pay
     the amount of such excess to Agent for the account of Banks in  immediately
     available  funds.  Loans will be made  ratably by the  respective  Banks in
     proportion to their respective Revolving Credit Commitment  Percentages set
     forth in Section 2.1 (b), and  repayments of Loans shall be for the account
     of the respective  Banks in the same proportion  (subject to the provisions
     of this Agreement relating to Defaulting Banks).

          (b) The Revolving Credit  Commitment and Revolving  Credit  Commitment
     Percentage of each Bank and the Total  Revolving  Credit  Commitment are as
     set forth below:

            The Fifth Third Bank                    $20,000,000    66.67%

            PNC Bank, Ohio, National Association    $10,000,000    33.33%

            Total Revolving Credit Commitment       $30,000,000   100.00%

          (c) If Agent  advances to Borrower any portion of a Loan  requested by
     Borrower  before the  corresponding  amount has been received by Agent from
     the Bank which is to send such moneys to Agent,  and Agent does not receive
     the corresponding amount from the relevant Bank when due, then the relevant
     Bank shall immediately pay such sum to Agent, with interest at the rate set
     forth in Section 3.1 of this  Agreement;  and upon  demand from Agent,  but
     without  prejudice to Borrower's  rights with respect to the relevant Bank,
     Borrower  shall  repay to Agent the  amount not paid to Agent by such Bank,
     with interest at the rate applicable for Loans. If any Bank fails to make a
     Loan to be made by it  hereunder,  no other Bank shall be  responsible  for
     such failure or be required to advance such sum to Borrower.

          (d) Borrower may request a Revolving  Loan by utilizing the commercial
     sweep,  or by  written  or  telephone  notice  to  Agent.  Agent  will make
     Revolving Loans by crediting the amount thereof to Borrower's  account with
     Agent. The proceeds of the Revolving Loans will be used for general working
     capital and capital expenditures as permitted herein.


<PAGE>


          (e) On the date hereof,  Borrower  will duly issue and deliver to each
     Bank a  Revolving  Note  in the  form  of  Exhibits  2.1(e)  (i)  and  (ii)
     respectively  (collectively  the  "Revolving  Notes" and each a  "Revolving
     Note") in the principal amount of such Bank's  Revolving Credit  Commitment
     and each  Revolving Note shall bear interest as set forth in the respective
     Revolving Notes.

          (f) Advances  made to Borrower  under the Facility  will be made first
     under the Revolving  Notes in  proportional  amounts based upon each Bank's
     Revolving Credit Commitment Percentage.

          (g) The  Borrower  shall  have the  right to prepay  the  indebtedness
     represented  by the Revolving  Notes,  in whole at any time or in part from
     time to time, without premium or penalty.

          (h) The term of the Facility will expire on September 30, 2000 and the
     Revolving  Notes will  become  payable in full on that date.  So long as no
     Event  of  Default  has  occurred  and  Borrower's  consolidated  financial
     condition  and business  prospects  have not  deteriorated  in any material
     respect,  Banks will,  in good  faith,  consider  renewing  the term of the
     Facility for additional  periods  beyond the original  maturity date of the
     Facility. However, if Borrowers meet the above-mentioned conditions,  Banks
     will be under no obligation to renew this Facility.

     2.2 Letter of Credit Facility. 

          (a) Agent  and Banks  hereby  agree to grant to  Borrower  a letter of
     credit facility (the "Letter of Credit Facility") under which Borrower may,
     from time to time, obtain standby letters of credit and commercial  letters
     of credit from Bank (the "Letters of Credit" and  individually a "Letter of
     Credit") in an aggregate  amount not to exceed $500,000  outstanding at any
     one time (the "Letter of Credit Facility").  The Letters of Credit shall be
     in  favor of such  beneficiaries  and for such  purposes  as an  authorized
     representative of Borrower  specifies,  shall have such expiration dates as
     Agent and Borrower  agree  (provided that no Letters of Credit shall have a
     term beyond  September 30, 2000),  and shall  otherwise be in such form and
     substance as Agent and Borrower  agree.  Borrower may be entitled to obtain
     Letters of Credit  from  Agent only if (i)  Borrower  is then  entitled  to
     obtain  additional  Loans from Agent  pursuant to this Section 2.1 (a), and
     (ii) the other  conditions  of this  Agreement  have been  satisfied  as if
     Borrower was obtaining a Loan.

          (b) Borrower  agrees to pay to Agent for the pro-rata  benefit of each
     Bank, a  non-refundable  fee of one percent (1.00%) per annum of the amount
     of each new standby  Letter of Credit or each  extension of the  expiration
     date of a standby  Letter of Credit.  Borrower  agrees to pay Agent for the
     pro-rata benefit of each Bank, a non-refundable fee for each new commercial
     Letter of Credit or each  extension of a commercial  Letter of Credit based
     upon Agent's Letter of Credit Fee Schedule to be delivered to Borrower from
     time to time.  The fee shall be payable on or before the  issuance  of each
     Letter of Credit.

          (c) Amounts  equal to the then current face amount of all  outstanding
     Letters of Credit will be reserved from Borrower's  availability  under the
     Facility.  In the event that Agent pays any amount under or on account of a
     Letter of Credit  issued by it (the payment by Agent under or on account of
     the Letter of Credit being herein called a "Draw"),  advances shall be made
     by Agent to Borrower from amounts  available  under the Facility in a total
     amount equal to the amount of such Draw.  Such advances  shall be evidenced
     by each Bank's  Revolving  Note in  accordance  with each Bank's  Revolving
     Credit Commitment.  Borrower hereby irrevocably requests that such advances
     be made from the proceeds of the Notes and irrevocably  authorizes Agent to
     apply the proceeds of such advances to immediately  reimburse Agent for the
     amount of the Draws.

          (d) The  obligations  of  Borrower  to  Agent  and  Banks  under  this
     Agreement  with  respect  to the  Letters  of  Credit  shall  be  absolute,
     unconditional and irrevocable,  and shall be paid and performed strictly in
     accordance  with  the  terms  of the  Agreement,  under  all  circumstances
     whatsoever.

          (e) Prior to the date of  issuance  of any Letter of Credit,  Borrower
     agrees to execute a Letter of Credit  Application for each Letter of Credit
     (the  "Applications").  The  obligations  of Borrower  with respect to each
     Letter of Credit shall include the terms of the application for such Letter
     of Credit and any other  documentation  executed between Agent and Borrower
     with respect to such Letters of Credit.


<PAGE>

     2.3  Adjustments.  

          (a) On each  Settlement  Date,  Agent will  determine  the  Settlement
     Amount  and  notify  Banks of the amount  thereof.  On the next  succeeding
     business day either (i) each Bank will pay Agent the amount of any increase
     in the Settlement  Amount from the last Settlement Date, or (ii) Agent will
     pay Banks the amount of any decrease in the Settlement Amount from the last
     Settlement Date.

          (b) On the first  business day after Agent  receives from Borrower (i)
     any payment of  interest,  (ii) the  Commitment  Fee (as defined in Section
     4.2),  (iii) any payment of the Unused Facility Fee, or (iv) any payment of
     any Letter of Credit  fees,  Agent  shall  remit to each Bank its  pro-rata
     share of such payments.

          (c) Each  statement  rendered by Agent in respect of payments  made or
     funds  remitted  from  Agent to Banks and from Banks to Agent will be final
     and  binding on Banks,  absent  manifest  error  thereon,  unless such Bank
     notifies  Agent of any error  within 120 days after the date when each such
     statement is mailed or otherwise delivered to Bank.

          (d) If any  payment  received  by  Agent  is  rescinded  or  otherwise
     required to be returned by Agent to or for the benefit of Borrower  for any
     reason,  Agent will not be required to remit any portion  thereof to Banks,
     and, if Agent has remitted any portion  thereof to Banks,  Banks will, upon
     notice  by Agent,  immediately  pay to Agent  the  amount  of such  payment
     remitted to such Bank by Agent,  together  with  interest at such rate,  if
     any, as Agent is required to pay thereon.

     2.4  Use of  Proceeds. The  proceeds  of the  Loans  will be used to  repay
indebtedness  of Borrower  owed to Banks and Key Bank,  N.A  ("Key")  under that
certain  Amended and Restated  Credit  Agreement,  dated  December 16, 1996 (the
"Prior Financing").  However notwithstanding the foregoing, Banks currently have
LIBOR  contracts  which will not expire prior to the execution of this Agreement
and at the request of  Borrower,  Banks are willing to  purchase  certain  LIBOR
contracts  of the Banks (but not those of Key) prior to the  occurrence  thereof
with the proceeds of the Loans thereby insuring that such contracts may continue
through their stated  maturity.  Borrower shall  identify which LIBOR  contracts
that they wish to continue and which should be paid prior to their maturity .

3.      OTHER LOAN TERMS.

     3.1  Defaulting  Bank. In the event that, at any time,  any Bank shall be a
Defaulting Bank, (a) a Defaulted Amount owed to Agent or another Bank shall bear
interest at an annual  rate equal to the Federal  Funds Rate for the first three
business days such  Defaulted  Amount is owing,  and  thereafter at a rate of 3%
above the  Federal  Funds  Rate,  and (b) Agent may apply all monies  that would
otherwise be payable to the Defaulting Bank under the Loan Documents  instead to
the payment of any  Defaulted  Amounts  owed to the  following  persons,  in the
following  order  of  priority:  first  to  Agent,  then to the  Banks,  then to
Borrower.  In  addition,  a Person  owed a  Defaulted  Amount may  exercise  all
available remedies to collect such Defaulted Amount from the Defaulting Bank.

     3.2 Additional  Banks. 

          (a)  With  the  prior  written  consent  of all  Banks,  one  or  more
     additional  Persons  (other than a Competitor of Borrower) may become Banks
     under this Agreement in order to increase the Revolving Credit  Commitments
     or replace a portion of the Loans and the commitments of any Bank,  subject
     to the following conditions:

               (i) Each  prospective  Bank shall  duly  authorize,  execute  and
          deliver to Agent an  addendum to this  Agreement  in which such Person
          becomes a party to this  Agreement and all Loan Documents to which the
          Banks are parties,  makes the undertakings  made by Banks herein,  and
          agrees to perform all its  obligations  as a Bank under this Agreement
          and all such  documents and be bound by the term of this Agreement and
          all such documents; and

               (ii) Borrower shall duly authorize,  execute and deliver to Agent
          such addendum and  authorize,  execute and deliver to the  prospective
          Bank a  Revolving  Note in a  maximum  principal  amount  equal to the
          Revolving  Credit  Commitment  amount of such  prospective Bank and if
          applicable  execute and  deliver to the Bank  reducing  its  Revolving
          Credit Commitment an amended and restated Revolving Note.


<PAGE>


          (b) At any time during the term hereof,  without the prior  consent of
     the other  Banks or Agent,  each Bank may sell to any  Person  which is not
     related to such Bank,  an interest  in the Loans and such Bank's  Revolving
     Credit Commitment, in a minimum amount of $2,000,000,  provided such Person
     is not a  Competitor  of Borrower  and  possesses  assets at least equal to
     $1,000,000,000  and provided  the selling  Bank  notifies the Agent and the
     other Banks in writing prior to the date of such  transfer.  Such right may
     be exercised by each Bank only once during the term hereof. Borrower agrees
     to  execute  any  additional  Revolving  Notes,  such  amendments  to  this
     Agreement and any amended and restated  Revolving  Notes as may be required
     to properly evidence such sale and transfer.

          (c) At any time during the term hereof,  without the prior  consent of
     the other  Banks or Agent,  each Bank may sell to any bank  which is wholly
     owned by such Bank or is wholly owned by the corporation  owning all of the
     outstanding  common  capital stock of such selling Bank, an interest in the
     Loans and such Bank's Revolving Credit  Commitment,  in a minimum amount of
     $2,000,000,  provided such Bank possesses assets of at least $1,000,000,000
     and  provided  the selling  Bank  notifies the Agent and the other Banks in
     writing prior to the date of such transfer.  Borrower agrees to execute any
     additional  Revolving  Notes,  such  amendments  to this  Agreement and any
     amended  and  restated  Revolving  Notes  as may be  required  to  properly
     evidence such sale and transfer.

          (d)  At  any  time  during  the  term  hereof,   each  Bank  may  sell
     participation  interests  to other  Persons  (other  than a  Competitor  of
     Borrower) with the prior written consent of the Agent and the other Banks.

          (e) Agent agrees that,  during the term hereof,  the Revolving  Credit
     Commitment  Percentage of the Agent shall at all times be at least equal to
     the lesser of (i)  $9,000,000  of the Facility or (ii) 20% of the aggregate
     amount  of  all  of  the  Revolving   Credit   Commitments  of  all  Banks.
     Notwithstanding  the foregoing,  Agent may participate its Revolving Credit
     Commitment and Revolving  Credit  Commitment  Percentage to Fountain Square
     Commercial   Funding   Corporation   without   transferring   any   of  its
     responsibilities or obligations as Agent.

When the  conditions  set  forth in  paragraphs  (a),  (b) (c) or (d) have  been
fulfilled,  the prospective  Bank shall become a Bank for all purposes and Agent
shall issue to Borrower and Bank a written  statement  indicating  the amount of
the Revolving Credit Commitment of each Bank and the Revolving Credit Commitment
Percentage of each Bank,  including the prospective  Bank, and stating that date
of which such conditions  were fulfilled.  On the date such new Person becomes a
Bank, it shall fund Loans equal to its Revolving Credit Commitment Percentage of
Loans outstanding on that date.

Section 4.     Fees.

     4.1  Unused  Facility  Fee.  Borrower  shall  pay to Agent for the pro rata
account of Banks (based on each Bank's Revolving Credit  Commitment  Percentage)
an amount equal to .20% per annum of that  portion of the  Facility  that is not
outstanding on each day (the "Unused  Facility  Fee"),  which will be payable on
the first (1st) day of each calendar month in arrears for the previous  calendar
month with a final payment on the termination of this Agreement.

     4.2 Commitment Fee. On the execution date of this Agreement, Borrower shall
pay to Agent for the pro rata  account  of Banks a closing  fee in the amount of
$75,000 (the "Commitment Fee").

Section 5.     Representations And Warranties.

     In order to induce Agent and Banks to enter into this  Agreement,  Borrower
hereby  makes  on its  own  behalf  and on  behalf  of  each  of the  Restricted
Subsidiaries the following representations and warranties to Agent and Banks:

     5.1 Organization and Qualification. Borrower and each Restricted Subsidiary
is a duly organized,  validly existing corporation or limited liability company,
as  applicable,  in good  standing or with active  status  under the laws of the
State of their organization. Borrower has the power and authority (corporate and
otherwise)  to  carry  on its  business  and to  enter  into  and  perform  this
Agreement,  the Notes and the other Loan Documents, is qualified and licensed to
do business in each  jurisdiction  in which such  qualification  or licensing is
required  and in which the  failure  to be so  qualified  would  have a material
adverse  effect on the Borrower  taken as a whole.  The  historical  information
provided by or on the behalf of Borrower and each Restricted Subsidiary to Agent
and Banks with  respect  to  Borrower  and each  Restricted  Subsidiary  and its
respective operations is true and correct in all material respects.

<PAGE>


     5.2. Due Authorization. The execution, delivery and performance by Borrower
of this  Agreement,  the  Notes  and the  other  Loan  Documents  have been duly
authorized by all necessary corporate action, and will not contravene any law or
any  governmental  rule  or  order  binding  on  Borrower,  or the  articles  of
incorporation  or code of  regulations  or bylaws of  Borrower,  nor violate any
material  agreement or instrument  by which  Borrower is bound nor result in the
creation  of a Lien on any assets of  Borrower  except the Lien to Agent for the
benefit  of  Banks  herein.  Borrower  has  duly  executed  and  delivered  this
Agreement, the Notes and the other Loan Documents and they are valid and binding
obligations of Borrower enforceable  according to its respective terms except as
limited by equitable  principles and by  bankruptcy,  insolvency or similar laws
affecting the rights of creditors generally.

     5.3. Litigation. Except as set forth in Schedule 5.3 attached hereto, there
are no suits or proceedings pending or, to the knowledge of Borrower, threatened
against or affecting Borrower or any Restricted  Subsidiary,  and no proceedings
before any governmental  body are pending or threatened  against Borrower or any
Restricted Subsidiary.

     5.4 Margin  Stock.  No part of the Loans will be used to purchase or carry,
or to reduce or retire or  refinance  any credit  incurred to purchase or carry,
any margin  stock  (within  the meaning of  Regulations  U and X of the Board of
Governors of the Federal  Reserve  System) or to extend credit to others for the
purpose of  purchasing  or carrying  any margin  stock.  If  requested  by Bank,
Borrower  will and will  cause  each  Restricted  Subsidiary  to furnish to Bank
statements in conformity with the requirements of Federal Reserve Form U-1.

     5.5 Business.  Borrower is not nor is any Restricted  Subsidiary a party to
or subject to any agreement or restriction which in the opinion of Borrower's or
such  Restricted  Subsidiary's  management is so unusual or  burdensome  that it
might  have  a  material   adverse  effect  on  Borrower's  or  such  Restricted
Subsidiary's business, properties or prospects.

     5.6 Licenses,  etc. Borrower has and each Restricted  Subsidiary has obtain
any and all material licenses, permits, franchises, governmental authorizations,
patents,  trademarks,  copyrights or other rights necessary for the ownership of
its properties  and the  advantageous  conduct of its business,  as conducted by
Borrower and each Restricted  Subsidiary on the date hereof.  Borrower possesses
and each Restricted  Subsidiary  possesses  adequate licenses,  patents,  patent
applications, copyrights, trademarks, trademark applications, and trade names to
continue to conduct its  business as  heretofore  conducted  by it,  without any
conflict  with the rights of any other Person or entity,  except as set forth in
Schedule 5.6 attached hereto.  All of the foregoing are in full force and effect
and none of the  foregoing  are in known  conflict  with the  rights of  others,
except as set forth in Schedule 5.6.

     5.7 Laws  and  Taxes.  Borrower  is and each  Restricted  Subsidiary  is in
compliance in all material respects with all laws, regulations, rulings, orders,
injunctions,  decrees, conditions or other requirements applicable to or imposed
upon Borrower or such  Restricted  Subsidiary by any law or by any  governmental
authority, court or agency. Borrower has and each Restricted Subsidiary has file
all  required tax returns and reports that are now required to be filed by it in
connection  with any  federal,  state and  local  tax,  duty or  charge  levied,
assessed or imposed upon  Borrower  each  Restricted  Subsidiary  or its assets,
including  unemployment,  social security,  and real estate taxes. Except as set
forth  in  Schedule  5.7  attached  hereto,  Borrower  has and  each  Restricted
Subsidiary has paid all taxes which are now due and payable. Except as set forth
in Schedule 5.7 attached  hereto,  no taxing  authority has asserted or assessed
any additional tax  liabilities  against  Borrower or any Restricted  Subsidiary
which are outstanding on the date of this Agreement.


<PAGE>

     5.8  Financial  Condition.  

          (a) Taken as a whole, the historical financial information relating to
     the  Borrower  and  its  Restricted  Subsidiaries  (excluding  projections,
     forecasts   and  other   forward-looking   information)   (the   "Financial
     Information")  which has been or which may  hereafter  be  delivered by the
     Borrower  (or on its  behalf) to Agent and Banks is true and correct in all
     material  respects.  All  Financial  Information  in the  form  of  annual,
     quarterly or monthly  financial  statements has been prepared in accordance
     with generally accepted accounting principles  consistently applied (except
     as  noted in the  notes  to such  financial  statements).  Borrower  has no
     material obligations or liabilities nor has any Restricted  Subsidiary have
     any material  obligations  or  liabilities  of any kind  required to be set
     forth in audited  annual  financial  statements (or notes thereof) that are
     not disclosed in the Financial  Information  (considered as a whole). There
     has been no material adverse change in the financial  condition of Borrower
     or  any of its  Restricted  Subsidiaries  nor  has  Borrower  or any of its
     Restricted Subsidiaries suffered any damage,  destruction or loss which has
     materially  adversely  affected its business or assets since the submission
     of the most recent Financial Information to Bank.

          (b) The projections,  forecasts and other forward-looking  information
     prepared by Borrower and its Restricted Subsidiaries and delivered to Agent
     and  Banks  (i) have  been  prepared  in good  faith,  (ii) are  reasonable
     extrapolations  of Borrower's  and its Restricted  Subsidiaries'  predicted
     operations  and  performance  for the periods set forth  therein based upon
     reasonable assumptions, existing conditions and past performance, and (iii)
     reflect  Borrower's  and  the  Restricted  Subsidiaries  actual  subjective
     expectations for its operations and performance for the periods represented
     therein.

     5.9  Title.  Borrower  has and  each  Restricted  Subsidiary  has  good and
marketable  title to the  assets  reflected  on the most  recent  balance  sheet
submitted to Bank,  free and clear from all liens and  encumbrances of any kind,
except  for  (collectively,  the  "Permitted  Liens"):  (a)  current  taxes  and
assessments  not  yet due and  payable,  (b)  liens  and  encumbrances,  if any,
reflected or noted on such balance sheet or notes thereto,  (c) assets  disposed
of in the  ordinary  course of  business,  (d) liens  granted by Borrower or its
Restricted  Subsidiaries  under purchase money  financing  arrangements  for the
purchase of real property and/or  equipment  reasonably  required to conduct its
business  in the  ordinary  course;  (e) as set forth in Schedule  5.9  attached
hereto;  and (f) Liens  imposed by law which secure  amounts not at the time due
and payable

     5.10 Defaults.  Borrower is and each Restricted Subsidiary is in compliance
with all material  agreements  applicable to it and there does not now exist any
default or violation by Borrower or any  Restricted  Subsidiary  or under any of
the terms,  conditions  or  obligations  of (a) its  Articles of  Incorporation,
By-Laws  or the Code of  Regulations,  Articles  of  Organization  or  Operating
Agreement, as applicable or (b) any material indenture, mortgage, deed of trust,
franchise,  permit,  contract,  agreement or other material  instrument to which
Borrower or any  Restricted  Subsidiary is a party or by which it is bound,  and
the  consummation  of the  transactions  contemplated by this Agreement will not
result in such default or violation.

     5.11 Environmental Laws.

          (a)  Borrower  has and each  Restricted  Subsidiary  has  obtained all
     permits,  licenses and other authorizations or approvals which are required
     under  Environmental  Laws and  Borrower is in  compliance  in all material
     respects with all terms and conditions of the required  permits,  licenses,
     authorizations  and  approvals,  and is also in  compliance in all material
     respects with all other limitations,  restrictions,  conditions, standards,
     prohibitions, requirements, obligations, schedules and timetables contained
     in the Environmental Laws.

          (b) Borrower is not nor is any Restricted Subsidiary aware of, nor has
     any such entity  received  notice of, any past,  present or future  events,
     conditions,  circumstances,  activities,  practices,  incidents, actions or
     plans  which  may  interfere  with  or  prevent   compliance  or  continued
     compliance,  in any material respect,  with Environmental Laws, or may give
     rise to any material common law or legal  liability,  or otherwise form the
     basis of any material claim,  action,  demand, suit,  proceeding,  hearing,
     study or investigation, based on or related to the manufacture, processing,
     distribution,  use, treatment,  storage, disposal, transport or handling or
     the  emission,   discharge,   release  or   threatened   release  into  the
     environment, of any pollutant, contaminant,  chemical, or industrial, toxic
     or hazardous substance or waste.

<PAGE>


          (c) There is no civil, criminal or administrative action suit, demand,
     claim, hearing, notice or demand letter, notice of violation, investigation
     or proceeding  pending or  threatened  against  Borrower or any  Restricted
     Subsidiary, relating in any way to Environmental Laws.

     5.12  Subsidiaries and  Partnerships.  Except as set forth in Schedule 5.12
attached hereto, Borrower has no subsidiaries and Borrower is not a party to any
partnership agreement or joint venture greement.

     5.13 ERISA. Except as set forth in Schedule 5.13 attached hereto,  Borrower
and all  Subsidiaries,  individuals  or entities  along with  Borrower  would be
treated as a single  employer under ERISA or the Internal  Revenue Code of 1986,
as amended (an "ERISA  Affiliate"),  are in compliance in all material  respects
with all of its obligations to contribute to any "employee benefit plan" as that
term is defined in Section 3(3) of the Employee  Retirement  Income Security Act
of 1974, and any regulations promulgated thereunder from time to time ("ERISA").
Except as set forth in Schedule 5.13 attached  hereto,  Borrower and each of its
ERISA  Affiliates  are in  compliance in all material  respects with ERISA,  and
there exists no event described in Section 4043(b) thereof ("Reportable Event").

Section 6.     Affirmative Covenants.

     6.1 Books and Records.  Borrower will and will cause each of its Restricted
Subsidiaries  to maintain  proper books of account and records and enter therein
complete and accurate entries and records of all of its material transactions in
accordance   with   generally   accepted   accounting    principles   and   give
representatives  of Agent and Banks  access  thereto  at all  reasonable  times,
including permission to examine, copy and make abstracts from any such books and
records and such other  information which might be helpful to Agent and Banks in
evaluating  the status of the Loans as it may  reasonably  request  from time to
time.

     6.2  Financial  Statements.  Borrower  will  and  will  cause  each  of its
Restricted  Subsidiaries to maintain a standard and modern system for accounting
and will furnish to Agent and Banks:

          (a) Within  thirty  (30) days after the end of each  month,  a copy of
     Borrower's and each Restricted Subsidiaries' consolidating and consolidated
     basis  financial  statements  for that  month and for the year to date in a
     form reasonably  acceptable to Bank, prepared and certified as complete and
     correct  in all  material  respects,  subject  to  changes  resulting  from
     year-end  adjustments,  by the principal  financial officer of Borrower and
     each Restricted Subsidiary;

          (b) Within  ninety (90) days after the end of each fiscal year, a copy
     of Borrower's  consolidating and consolidated financial statements for that
     year  audited  by  a  firm  of  independent  certified  public  accountants
     acceptable to Agent and Banks (which  acceptance  will not be  unreasonably
     withheld),  and accompanied by a standard audit opinion of such accountants
     without qualification;

          (c) With the  statements  submitted  under (b)  above,  a  certificate
     signed by the principal  financial  officer of Borrower and each Restricted
     Subsidiary, (i) stating he is familiar with all documents relating to Agent
     and Banks and that no Event of Default specified in this Agreement, nor any
     event which upon notice or lapse of time, or both would  constitute such an
     Event of Default,  has occurred,  or if any such condition or event existed
     or exists,  specifying  it and  describing  what  action  Borrower  or such
     Restricted  Subsidiary has taken or proposes to take with respect  thereto,
     and (ii) setting  forth,  in summary  form,  figures  showing the financial
     status of  Borrower  and its  Restricted  Subsidiaries  in  respect  of the
     financial restrictions contained in this Agreement;

          (d)  Prior  to the end of each  fiscal  year,  on a  consolidated  and
     consolidating basis, a projected balance sheet,  projected income statement
     and  projected  statement  of cash  flow  for the  subsequent  fiscal  year
     prepared,  to the extent applicable,  in accordance with generally accepted
     accounting principles consistently applied;

          (e)  Within  three  (3)  days  after an  officer  of  Borrower  or any
     Restricted  Subsidiary  obtains  knowledge of any  condition or event which
     constitutes or, after notice or lapse of time or both, constitutes an Event
     of Default,  a certificate of such person  specifying the nature and period
     of the  existence  thereof,  and what action  Borrower  or such  Restricted
     Subsidiary has taken or is taking or proposes to take in respect thereof;

<PAGE>


          (f) Upon  request,  copies of all federal,  state and local income tax
     returns  and such  other  information  as Agent and  Banks  may  reasonably
     request; and

          (g) All Securities and Exchange Commission filings.

If at any time Borrower has any  additional  Subsidiaries  which have  financial
statements  that must be  consolidated  with those of Borrower  under  generally
accepted accounting principles, the financial statements required by subsections
(a) and (b) above will be the  financial  statements  of  Borrower  and all such
subsidiaries prepared on the basis required under subsections (a) and (b) above.

Each of the Banks agree to keep  Borrower's  and each  Restricted  Subsidiaries'
financial  statements  confidential  and will not permit such  information to be
disclosed other than in accordance each Bank's standard  policies and procedures
with regard to the financial information of their commercial customers.

     6.3  Condition  and Repair.  Borrower  will and will cause each  Restricted
Subsidiary to maintain its assets,  taken as a whole, in good repair and working
condition (making  allowances for obsolescence in the ordinary course and normal
wear and tear) and will make all appropriate repairs or replacements thereof.

     6.4 Insurance.  Borrower will and will cause each Restricted  Subsidiary to
insure its  properties  and business  against loss or damage of the kinds and in
the  amounts  customarily  insured  against  by  corporations  with  established
reputations  engaged  in the  same or  similar  business  as  Borrower  and each
Restricted Subsidiary. All such policies will (a) be issued by financially sound
and  reputable  insurers,  (b) name Agent as an  additional  insured and,  where
applicable,  as loss payee under a lender loss payable endorsement  satisfactory
to Agent,  and (c) will  provide  for thirty (30) days  written  notice to Agent
before such policy is altered or canceled  all of which will be  evidenced  by a
Certificate  of  Insurance  delivered  to Bank by Borrower  and each  Restricted
Subsidiary on the date of execution of this Agreement.

     6.5 Taxes.  Borrower will and will cause each Restricted  Subsidiary to pay
when due all taxes,  assessments and other governmental  charges imposed upon it
or its assets,  franchises,  business,  income or profits  before any penalty or
interest accrues thereon, and all claims (including,  without limitation, claims
for labor,  services,  materials  and supplies) for sums which by law might be a
lien or charge upon any of its assets,  provided  that (unless any material item
or property would be lost,  forfeited or materially damaged as a result thereof)
no such charge or claim need be paid if it is being diligently contested in good
faith,  if Agent is notified in advance of such  contest and if Borrower  and/or
such Restricted Subsidiary  establishes an adequate reserve or other appropriate
provision required by generally accepted accounting principles.

     6.6  Existence;  Business.  Borrower  will and will cause  each  Restricted
Subsidiary  (a)  subject to  Section  7.3 of this  Agreement,  to  maintain  its
existence,  (b) engage  primarily in business of the same  general  character as
that now  conducted,  and (c) refrain from  entering  into any lines of business
substantially different from the business or activities in which Borrower and/or
such Restricted Subsidiary is presently engaged.

     6.7  Compliance  with Laws.  Borrower  will and will cause each  Restricted
Subsidiary to comply in all material respects with all federal,  state and local
laws,  regulations  and  orders  applicable  to  Borrower  and  such  Restricted
Subsidiary or its assets,  including but not limited to all Environmental  Laws,
and  will  promptly  notify  Agent of any  violation  of any  rule,  regulation,
statute,  ordinance,  order  or  law  relating  to  the  public  health  or  the
environment  and of any complaint or  notifications  received by Borrower or any
Restricted  Subsidiary regarding to any environmental or safety and health rule,
regulation, statute, ordinance or law.

<PAGE>


     6.8  Notice  of  Default.  Borrower  will and will  cause  each  Restricted
Subsidiary,  within  three (3) days of its  knowledge  thereof,  TO give written
notice to Agent and Banks of (a) the occurrence of any event or the existence of
any condition which would be, after notice or lapse of applicable grace periods,
an Event of Default, and (b) the occurrence of any event or the existence of any
condition  which would  prohibit  Borrower or such  Restricted  Subsidiary  from
continuing to make the representations set forth in this Agreement.

     6.9 Costs. Borrower will pay to Agent and Banks its fees, reasonable out of
pocket costs and expenses (including, without limitation,  reasonable attorneys'
fees, other professionals' fees, appraisal fees,  environmental  assessment fees
(including Phase I assessments),  expert fees, court costs, litigation and other
expense) (collectively,  "Costs") reasonably incurred or paid by Agent and Banks
in connection with the negotiating, documenting, administering and enforcing the
Facility,  the Loans and the Loan  Documents and the defense,  preservation  and
protection  of Bank's  rights  and  remedies  thereunder,  whether  incurred  in
bankruptcy,  insolvency,  foreclosure  or other  litigation  or  proceedings  or
otherwise.  The Costs will be due and payable  within  three (3)  business  days
after demand by Agent. If Borrower fails to pay the Costs when upon such demand,
Agent is  entitled  to  disburse  such sums as an  advance  under the  Facility.
Thereafter,  the Costs will bear interest from the date incurred or disbursed at
the  highest  rate set forth in the  Notes.  This  provision  will  survive  the
termination  of this  Agreement  and/or the  repayment of any amounts due or the
performance of any Obligation.

     6.10  Depository/Banking  Services. So long as this Agreement is in effect,
Agent will be the principal  depository in which substantially all of Borrower's
funds are deposited, and the principal bank of account of Borrower.

     6.11 Other Amounts Deemed Loans.  If Borrower or any Restricted  Subsidiary
fails to pay any tax,  assessment,  governmental  charge or levy or to  maintain
insurance  within  the time  permitted  or  required  by this  Agreement,  or to
discharge any Lien prohibited  hereby,  or to comply with any other  Obligation,
Bank may, but shall not be  obligated  to, pay,  satisfy,  discharge or bond the
same for the  account of  Borrower  or such  Restricted  Subsidiary,  and to the
extent permitted by law and at the option of Bank, all monies so paid by Bank on
behalf of  Borrower  or such  Restricted  Subsidiary  will be  deemed  Loans and
Obligations.

     6.12 Change in Control of Borrower.  Throughout  the term of this Agreement
and so long as any of the Obligations remain outstanding, David D. Hoguet, Blair
D. Neller and Alvin Z. Meisel shall  beneficially  own not less than 20%, in the
aggregate,  of the outstanding common stock of Borrower.  Throughout the term of
this  Agreement  and so  long  as any of  the  Obligations  remain  outstanding,
Borrower shall own not less than 94% of the outstanding common stock of GranTree
Corporation  and shall not own less than a 99%  membership  interest  in Interim
Quarters Ltd.

Section 7.     Negative Covenants.

     7.1 Pledge or  Encumbrance  of Assets.  Other than the Permitted  Liens and
Liens granted by Borrower or any  Restricted  Subsidiary  under  purchase  money
financing  arrangements  for the  purchase  of real  property  and/or  equipment
reasonably  required to conduct its  business in the ordinary  course,  Borrower
will not and will not permit any Restricted  Subsidiary to create, incur, assume
or permit to exist,  arise or attach any Lien in any  present  or future  asset,
Liens  existing on the date of this  Agreement  which have been disclosed to and
approved by Agent as set forth in Schedule 5.9 attached hereto and Liens imposed
by law which secure amounts not at the time due and payable.

     7.2 Capital Stock;  Dividends.  Except as provided  herein or in connection
with acquisitions  otherwise permitted under Section 7.3 of this Agreement or in
connection  with a subsequent  public  offering of stock,  Borrower will not and
will not permit any  Restricted  Subsidiary,  after the  execution  date of this
Agreement,  to issue any  additional  shares  of its  capital  stock,  grant any
warrants,  options or other rights to purchase  such stock;  provided,  however,
that  Borrower  may issue stock  dividends  and grant  options to  employees  to
acquire not more than 15% of Borrower's  outstanding capital stock and may issue
shares of capital stock if and when such options are  exercised..  Borrower will
not and will not  permit  any  Restricted  Subsidiary  (a) to declare or pay any
dividend or  distributions  (except  stock  dividends)  on its capital stock (b)
except as set forth in Schedule  7.9 attached  hereto,  make any payments of any
kind  to its  shareholders  (including,  without  limitation,  debt  repayments,
payments for goods or services or otherwise,  but excluding  ordinary salary and
bonus  payments  to   shareholders   employed  by  Borrower  or  any  Restricted
Subsidiary)  or (c) redeem any shares of its capital  stock in any fiscal  year.
Notwithstanding the above, provided there are no Events of Default and one would
not  arise  as  a  result  of  such  payment,  Borrower  may  pay  dividends  or
distributions on its capital stock or repurchase  shares of its capital stock so
long as the aggregate  amount of such payments and/or purchases is not in excess
of  $2,000,000 in any fiscal year of Borrower and its  Restricted  Subsidiaries.
Any portion of such  $2,000,000  which is not utilized in any fiscal year ending
February 28, shall be available for utilization  during the next fiscal year (in
addition to the $2,000,000 available to Borrower and its Restricted Subsidiaries
during such year).


<PAGE>


     7.3 Merger; Disposition of Assets. Except for a merger and/or a transfer of
assets by and between Borrower and any of its Restricted Subsidiaries,  Borrower
will not nor will it permit any Restricted Subsidiary,  after the execution date
of this Agreement,  (a) to change its capital structure,  except as permitted in
this Agreement, (b) to merge or consolidate with any corporation or purchase all
or any substantial part of the assets of any corporation, (c) to amend or change
its  Articles of  Incorporation,  Code of  Regulations  or By-Laws,  Articles of
Organization or Operating  Agreement or (d) sell,  transfer or otherwise dispose
of all or any substantial part of its assets,  other than in the ordinary course
of business, whether now owned or hereafter acquired.

     Notwithstanding  the foregoing  Borrower may,  without the prior consent of
Banks,  (i)  purchase  substantially  all of the assets of another  corporation,
partnership,  company or other entity,  (ii) purchase  stock or other  ownership
interest in another entity, (iii) merge with another corporation or have another
entity merged into it,  provided that Borrower comply with each of the following
conditions:

          (1) the entity  whose assets or ownership is to be acquired is engaged
     in substantially the same business as that engaged in by the Borrower;

          (2) no Event of Default has occurred  under this Agreement nor will an
     Event of  Default  occur  hereunder  as a  result  of such  acquisition  or
     merger;;

          (3) Borrower has availability under the Facility; and

          (4) no event of default has occurred under the Term Loan Agreement.

     7.4   Investments.   Other  than  Borrower's   ownership  of  (i)  GranTree
Corporation  capital stock,  (ii) the capital stock of Globe Furniture  Rentals,
Inc.  (incorporated  on February 21,  1996),  (iii) the  membership  interest of
Interim  Quarters Ltd.,  (iv) the Corporate  Stay  International,  Inc.  capital
stock;  and (v) as permitted under Section 7.3 of this Agreement,  Borrower will
not  purchase  or hold  beneficially  any  stock,  securities  or  evidences  of
indebtedness  of, or make any  investment  or acquire any interest in, any other
firm,  partnership,  corporation or entity other than short term  investments of
excess working capital in one or more of the following:  (a) investments (of one
year or less) in direct or guaranteed  obligations of the United States,  or any
agencies  thereof;  and (b) investments (of one year or less) in certificates of
deposit  of banks or trust  companies  organized  under  the laws of the  United
States or any jurisdiction thereof,  provided that such banks or trust companies
are insured by the Federal  Deposit  Insurance  Corporation  and have capital in
excess of $25,000,000.

     7.5 Financial Covenants.  The following calculations under this Section 7.5
are to be based on Generally Accepted Accounting  Principles (GAAP) as in effect
as of Borrower's and each Restricted  Subsidiaries'  fiscal year ending February
28, 1997.  Should there be any GAAP  changes  reflected on the future  financial
statements  of  Borrower  or  any  Restricted  Subsidiary,   Borrower  and  such
Restricted  Subsidiary may provide Agent and Banks with the adjusting entries to
convert such future financial statements to a GAAP presentation  consistent with
that in effect as of February  28, 1997,  and such  adjusting  entries  shall be
delivered  with the  financial  statements  as set forth in Section  6.2 of this
Agreement.

          (a) Consolidated Net Worth.  Borrower will not permit its Consolidated
     Net Worth,  , to be less than  $28,000,000  plus fifty (50%) of  Borrower's
     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.

          (b) Fixed Charge Coverage Ratio. Borrower will not permit its 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 fiscal quarters to be less than 1.95 :
     1.00


<PAGE>


          (c) Senior  Funded Debt.  Borrower will not permit its ratio of Senior
     Funded Debt to EBITDA,  on a consolidated  basis, to be greater than 2.75 :
     1.00 at the end of each  fiscal  quarter  commencing  August 31, 1997 which
     ratio shall be calculated on a rolling four quarter basis.

          Total Debt. Borrower will not permit ratio of Total Debt to EBITDA, to
     be greater than 3.75 : 1.00 for the immediately  preceding four consecutive
     fiscal  quarters;  provided  that,  in  the  event  that  Borrower  or  any
     Restricted  Subsidiary  acquires all of the capital stock or  substantially
     all of the assets of any other  Person (in  accordance  with Section 7.3 of
     this Agreement), the Borrower may include the EBITDA of such Person for the
     prior four  fiscal  quarters  in  calculating  the  EBITDA of the  Borrower
     pursuant to this paragraph .

          The Borrower will not permit any Restricted Subsidiary at any time, to
     create, assign, incur, guaranty or otherwise permit to exist any Debt other
     than:

               (i) existing Debt described in Schedule 7.5(c);

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

               (iii) Debt of Restricted Subsidiaries created after the execution
          date of this  Agreement  not to exceed,  in the  aggregate at any time
          outstanding  the  greater of (i) 5%of the sum of  Consolidated  Funded
          Debt and Consolidated Net Worth or (ii) $5,000,000, 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  7.5(c);  provided 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.

     (d) Current Ratio. Borrower will not permit its Consolidated Current Ratio,
to be less than 3.00 : 1.00 as of the end of each fiscal quarter during the term
of this Agreement.

Section 8.     Events of Default and Remedies.

     8.1 Events of  Default.  Any of the  following  events  will be an Event of
Default ("Event of Default"):


          (a) any representation or warranty made by or on behalf of Borrower or
     any  Restricted  Subsidiary  herein  or in  any of the  Loan  Documents  is
     incorrect when made or reaffirmed;  provided however, Borrower shall have a
     period  of  thirty  (30)  days in which to cure an Event of  Default  which
     occurs under Sections 5.3, 5.6 or 5.11(b) and (c) of this Agreement; or

          (b) Borrower  defaults in the payment of any  principal or interest on
     any Obligation when due and payable,  by acceleration or otherwise and such
     nonpayment remains uncured for a period of five (5) days thereafter; or

          (c) Borrower  fails to observe or perform any  covenant,  condition or
     agreement  herein  and  fails to cure  such  default  within 30 days of the
     occurrence  thereof,  provided  such 30 day grace  period will not apply to
     Sections 7.2, 7.3 and 7.5 of this Agreement; or


<PAGE>


          (d) a court  enters a decree  or order  for  relief  with  respect  to
     Borrower or any  Restricted  Subsidiary  in an  involuntary  case under any
     applicable  bankruptcy,  insolvency or other similar law then in effect, or
     appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator
     (or other similar official) of Borrower or any Restricted Subsidiary or for
     any substantial part of its property,  or orders the wind-up or liquidation
     of its affairs; or a petition initiating an involuntary case under any such
     bankruptcy,  insolvency  or similar  law is filed and is pending  for sixty
     (60) days without dismissal; or

          (e) Borrower or any Restricted  Subsidiary  commences a voluntary case
     under any applicable bankruptcy, insolvency or other similar law in effect,
     or makes any  general  assignment  for the benefit of  creditors,  or fails
     generally  to pay its debts as such debts  become due,  or takes  corporate
     action in furtherance of any of the foregoing; or

          (f) Borrower or any Restricted  Subsidiary defaults under the terms of
     any  Indebtedness  for  borrowed  money or lease  involving  total  payment
     obligations of Borrower or any Restricted Subsidiary in excess of $300,000,
     other than  non-payment  defaults,  and such default  gives any creditor or
     lessor the right to  accelerate  the maturity of any such  indebtedness  or
     lease payments; or

          (g) final  judgment  of the  payment of money in excess of $100,000 is
     rendered  against  Borrower  or  any  Restricted   Subsidiary  and  remains
     undischarged for thirty (30) days during which execution is not effectively
     stayed; or

          (h) an Event  of  Default  or  default  (after  giving  effect  to any
     applicable cure or grace period) occurs under any of the Loan Documents; or

          (i) the dissolution of Borrower; or

          (j) the  commencement of any foreclosure  proceedings,  proceedings in
     aid of execution,  attachment actions, levies against, or the filing by any
     taxing   authority  of  a  lien  against   Borrower's  or  any   Restricted
     Subsidiary's personal property; or

          (k) the  loss,  theft  or  substantial  damage  to  Borrower's  or any
     Restricted  Subsidiary's personal property if the result of such occurrence
     will be, in  Agent's  reasonable  judgment,  the  failure or  inability  of
     Borrower or such  Restricted  Subsidiary to continue  substantially  normal
     operation  of its  business  within  thirty  (30)  days of the date of such
     occurrence.

          (l) Agent ceases to be  Borrower's  (i) principal  depository  bank in
     which  substantially  all of  Borrower's  funds  are  deposited,  and  (ii)
     principal bank of account.

          (m) (i) the validity or  effectiveness of any of the Loan Documents or
     its transfer, grant, pledge, mortgage, or assignment by the party executing
     such Loan  Document is  impaired in any  material  respect;  (ii)  Borrower
     asserts  that any Loan  Document  executed by it is not a legal,  valid and
     binding obligation of it enforceable in accordance with its terms; or (iii)
     any Loan  Document is amended,  hypothecated,  subordinated,  terminated or
     discharged,  or if any  person is  released  from any of its  covenants  or
     obligations  under any of the Loan Documents,  except as permitted by Agent
     and Banks in writing; or

          (n) a  Reportable  Event (as defined in ERISA)  occurs with respect to
     any  employee  benefit  plan  maintained  by  Borrower  or  any  Restricted
     Subsidiary for its employees other than a Reportable Event caused solely by
     a decrease in  employment;  or a trustee is  appointed  by a United  States
     District  Court to  administer  any employee  benefit  plan; or the Pension
     Benefit  Guaranty  Corporation  institutes  proceedings to terminate any of
     Borrower's or any Restricted Subsidiary's employee benefit plans; or

<PAGE>

          (o) other than as set forth in Sections 5.9, the filing of any lien or
     charge against Borrower's or any Restricted  Subsidiary's personal property
     or any part thereof regarding indebtedness in excess of $100,000,  which is
     not removed to the  satisfaction  of Agent and Banks  within a period of 45
     days thereafter, or any lien or charge against Borrower's or any Restricted
     Subsidiary's  personal property or any part thereof regarding  indebtedness
     in an amount less than $100,000 is not removed to the satisfaction of Agent
     and Bank within a period of sixty (60) days; or

          (p) an event of default occurs under the Term Loan Agreement.

     8.2 Remedies.  If any Event of Default occurs Agent, at the written request
of the Required Banks will,  unless an Event of Default occurs under Section 8.1
(d) or (e) in which case the following remedies will be immediately available to
Agent: (i) cease advancing money  hereunder,  (ii) declare all Obligations to be
immediately due and payable,  whereupon such Obligations will immediately become
due and payable,  (iii)  exercise  any and all rights and  remedies  provided by
applicable law and the Loan  Documents,  (iv) proceed to realize upon Borrower's
personal property or any property securing the Obligations,  including,  without
limitation,  causing all or any part thereof to be  transferred or registered in
its  name or in the  name of any  other  person,  firm or  corporation,  with or
without  designation of the capacity of such nominee,  all without  presentment,
demand,  protest,  or  notice of any kind,  each of which are  hereby  expressly
waived by Borrower.  Borrower shall be liable for any deficiency remaining after
disposition  of  any  its  personal  property,  and  waives  all  valuation  and
appraisement laws.

     8.3 Default Rate. After the occurrence of an Event of Default,  all amounts
of  principal  outstanding  as of the date of the  occurrence  of such  Event of
Default will accrue  interest at the Default  Rate,  in Bank's sole  discretion,
without  notice to Borrower.  This provision does not constitute a waiver of any
Events of Default or an agreement by Agent or Banks to permit any late  payments
whatsoever.

     8.4 No Remedy  Exclusive.  No remedy set forth  herein is  exclusive of any
other  available  remedy or remedies,  but each is cumulative and in addition to
every other remedy available under this Agreement,  the Loan Documents or as may
be now or hereafter  existing at law, in equity or by statute.  Borrower  waives
any requirement of marshalling of assets which may be secured by any of the Loan
Documents.

     8.5 Effect of  Termination.  The  termination  of this  Agreement  will not
affect  any  rights of any party or any  obligation  of any party to the  other,
arising  prior to the effective  date of such  termination,  and the  provisions
hereof shall continue to be fully operative until all transactions entered into,
rights created or Obligations incurred prior to such termination have been fully
disposed of, concluded or liquidated.

     8.6 No  Adequate  Remedy  at Law.  Borrower  recognizes  that in the  event
Borrower  fails to pay,  perform,  observe or discharge  any of its  Obligations
under this Agreement,  the Notes or the other Loan  Documents,  no remedy at law
will provide  adequate relief to Agents and Banks and Borrower agrees that Agent
and Banks shall be entitled to temporary and permanent  injunctive relief in any
such case without the necessity of proving that it has incurred actual damages.

Section 9.     Conditions Precedent.

     9.1 Conditions to Initial  Loans.  Agent will have no obligation to make or
advance any Loan until  Borrower has delivered to Agent at or before the closing
date, in form and substance satisfactory to Bank:

          (a) the  executed  versions  of the  Revolving  Notes in the  forms of
     Exhibit 2.1(e)(i) and 2.1(e)(ii) attached hereto respectively.


<PAGE>


          (b) A Certificate of Borrower in a form reasonably  acceptable to Bank
     along with certified copies of the organization documents for Borrower.

          (c) A favorable  opinion of counsel to  Borrower in a form  reasonably
     acceptable to Bank.

          (d) Borrower will pay to Agent all out of pocket  expenses  reasonably
     incurred  by Agent and Banks in  connection  with the  preparation  of this
     Agreement  and   accompanying   documents  and  the   consummation  of  the
     transactions contemplated hereby.

          (e) A Certificate of Insurance as described in Section 6.4 hereof.

          (f) Borrower has successfully entered into the Term Loan Agreement.

          (g) Such  additional  information and materials as Bank may reasonably
     request.

     9.2  Conditions  to Each  Loan.  On the date of each  Loan,  the  following
statements will be true: 

          (a) All of the representations and warranties  contained herein and in
     the Loan Documents will be correct in all material  respects as though made
     on such date (except those changes permitted under this Agreement);

          (b) No event will have  occurred  and be  continuing,  or would result
     from such Loan, which constitutes an Event of Default,  or would constitute
     an Event of Default but for the  requirement  that notice be given or lapse
     of time or both;

          (c) Except for general  economic  conditions  or  fluctuations  in the
     economy generally, no event shall have occurred which, in Bank's reasonable
     opinion,  has a material adverse effect on Borrower's  financial condition,
     operations,  assets or  prospects,  or on any other  property  securing the
     repayment of the Obligations;

          (d) The aggregate  unpaid  principal  amount of the Loans after giving
     effect  to such Loan  will not  violate  the  lending  limits  set forth in
     Section 2.1 of this Agreement.

The  acceptance  by  Borrower  of the  proceeds  of each  Loan will be deemed to
constitute a representation and warranty by such Borrower that the conditions in
Section 9.2 of this Agreement, other than those that have been waived in writing
by Bank, have been satisfied.

Section 10.    Agent.

     10.1  Appointment.  Each Bank hereby  irrevocably  designates  and appoints
Fifth  Third as Agent  of such  Bank,  and each  such  Bank  hereby  irrevocably
authorizes  Fifth  Third,  as Agent for such Bank,  to take such  actions on its
behalf under the provisions of this  Agreement,  and to exercise such powers and
perform  such duties as are  expressly  delegated  to Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto;
provided,  however,  that Agent  shall not be  required  to take any action that
exposes  Agent to personal  liability  or that is contrary to this  Agreement or
applicable law. Each Bank hereby authorizes, consents to and directs Borrower to
deal with  Agent as true and  lawful  agent of such Bank to the extent set forth
hereunder.  Notwithstanding  any  provision  to the  contrary  elsewhere in this
Agreement,  Agent shall not have any duties or  responsibilities,  except  those
expressly set forth herein or therein,  or any fiduciary  relationship  with any
Bank, and no implied covenants, functions, responsibilities, duties, obligations
or  liabilities  shall be read into this  Agreement or otherwise  exist  against
Agent.

     10.2  Delegation of Duties.  Agent may execute any of its duties under this
Agreement  by or through  agents or  attorneys-in-fact  and shall be entitled to
advice of counsel concerning all matters pertaining to such duties.  Agent shall
not be  responsible  for the  negligence or misconduct of any agents or reliance
upon advice of counsel in good faith shall be full  justification for any act or
omission of Agent.


<PAGE>


     10.3  Exculpatory  Provisions.  Neither  Agent  nor  any of  its  officers,
directors,  employees,  agents,  attorneys-in-fact  or  affiliates  shall be (a)
liable to any of Banks or Borrower for any action  lawfully  taken or omitted to
be taken  by it or by any  such  person  under  or in  connection  with the Loan
Documents,  except that Agent shall be liable for its own willful  misconduct or
gross  negligence,  or (b)  responsible  in any  manner  to any of Banks for any
recitals,  statements,  representations  or  warranties  made by Borrower or any
officer thereof, contained in the Loan Documents or in any certificate,  report,
statement or other document referred to or provided for in, or received by Agent
under or in  connection  with,  the Loan  Documents or for the value,  legality,
validity, effectiveness,  genuineness, enforceability or sufficiency of the Loan
Documents  or the Notes or any failure of  Borrower  to perform its  obligations
hereunder or thereunder.  Agent shall not be under any obligation to any Bank to
ascertain  or  inquire  as to  the  observance  or  performance  of  any  of the
agreements  contained  in, or  conditions  of, the Loan  Documents or any of the
Notes,  or to  inspect  the  properties,  books or records  of  Borrower  or any
Subsidiary.  Agent, in its capacity as such, shall not be under any liability or
responsibility  whatsoever,  as Agent, to Borrower or any other as a consequence
of any failure or delay in performance  by, or breach by, any Bank of any of its
obligations  under  any  of  the  Loan  Documents,  or as a  consequence  of any
determination  as to the  classification  or  qualification  of the transactions
contemplated by the Loan Documents under any regulatory rules or regulations.

     10.4 Reliance by Agent.  Agent shall be entitled to rely and shall be fully
protected in relying upon, any writing,  resolution,  notice  (whether  written,
oral  or  telephonic),  consent,  certificate,   affidavit,  letter,  cablegram,
telegram,  telecopy, telex or teletype message, statement, order, other document
or  conversation  believed  by it to be  genuine  and  correct  and to have been
signed,  sent or made by the  proper  Person or  Persons  or in acting  upon any
representation  or warranty made or deemed to be made  hereunder and upon advice
and  statements  of legal counsel  (including,  without  limitation,  counsel to
Borrower),  independent  accountants and other experts selected by Agent.  Agent
may deem and treat  payee of any Note as the  owner  thereof  for all  purposes.
Agent shall be fully  justified  in failing or refusing to take any action under
the Loan  Documents  unless it shall first receive such advice or concurrence of
Banks  as  it  deems  appropriate  or it  shall  first  be  indemnified  to  its
satisfaction  by Banks  against any and all  liability  and expense which may be
incurred by it by reason of taking or continuing to take any such action.  Agent
shall in all cases be fully  protected in acting,  or in refraining from acting,
under the Loan  Documents  and the  Notes in  accordance  with a request  of the
Required  Banks,  and any such  request  and any action  taken or failure to act
pursuant  thereto shall be binding upon all Banks and all future  holders of the
Notes.

     10.5 Notice of  Default.  Agent  shall not be deemed to have  knowledge  or
notice of the  occurrence  of any Default or Event of Default  hereunder  unless
Agent has  received  written  notice from a Bank or Borrower  referring  to this
Agreement,  describing  such  Default or Event of Default and stating  that such
notice is a "notice of default". In the event that Agent receives such a notice,
Agent shall promptly give notice thereof to Banks and Borrower. Agent shall take
such  action  with  respect to any such Event of Default as shall be  reasonably
directed by the Required Banks; provided that, unless and until Agent shall have
received such  direction,  Agent, in its capacity as such, may (but shall not be
obliged to) take such action,  or refrain from taking such action,  with respect
to any such Event of Default.

     10.6   Non-Reliance   on  Agent  and  Other  Banks.   Each  Bank  expressly
acknowledges  that  neither  Agent,  any other Bank nor any of their  respective
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any  representations  or  warranties to it and that no act by Agent or any other
Bank  hereafter  taken,  including  any review of the affairs of Borrower or its
Subsidiaries,  shall be deemed to constitute any  representation  or warranty by
Agent or any other Bank to such  Bank.  Each Bank  represents  to Agent and each
other Bank that it has  independently  and  without  reliance  upon Agent or any
other  Bank,  and  based on such  documents  and  information  as it has  deemed
appropriate,  made its own  appraisal of and  investigation  into the  business,
operations,  property,  assets, financial and other condition,  creditworthiness
and  prospects  of Borrower and its  Subsidiaries,  and made its own decision to
make Loans hereunder and enter into this Agreement or the Loan  Documents.  Each
Bank also represents that it will, independently and without reliance upon Agent
or any other Bank, and based on such documents and  information as it shall deem
appropriate at the time,  continue to make its own credit  analyses,  appraisals
and decisions in taking or not taking action under this Agreement, and make such
investigation  as it  deems  necessary  to  inform  itself  as to the  business,
operations,  property,  assets, financial and other condition,  creditworthiness
and/or  prospects  of Borrower  and its  Subsidiaries.  Except for any  notices,
reports and other documents expressly required to be furnished by Agent to Banks
hereunder,  Agent shall not have any duty or  responsibility to provide any Bank
with any  credit  or other  information  concerning  the  business,  operations,
property,  assets, financial and other condition,  creditworthiness or prospects
of Borrower or  Subsidiaries  which may come into the possession of Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates.


<PAGE>


     10.7 Indemnification by Banks.

          (a) Banks  agree to  indemnify  Agent in its  capacity as such (to the
     extent not  reimbursed by Borrower and without  limiting any  obligation of
     Borrower to do so),  ratably  according  to the amounts of their  Revolving
     Credit  Commitment  Percentages,  from and against any and all liabilities,
     obligations,  losses, damages, penalties, actions, judgments, suits, costs,
     expenses  or  disbursements  of any kind  whatsoever  which may at any time
     (including,  without  limitation,  at the time following the payment of the
     Obligations)  be imposed on,  incurred by or asserted  against Agent in any
     way relating to or arising out of this Agreement, the Loan Documents or any
     of the Notes or any action taken or omitted by Agent under or in connection
     with any of the  foregoing;  provided  that no Bank shall be liable for the
     payment of any portion of such liabilities,  obligations,  losses, damages,
     penalties,  actions,  judgments, suits, costs, expenses or disbursements to
     the extent  resulting  solely  from  Agent's  willful  misconduct  or gross
     negligence without the consent or conscious acquiescence of the reimbursing
     Bank.

          (b) Without limiting the foregoing, the Bank agrees to reimburse Agent
     promptly upon demand for its Revolving Credit Commitment  Percentage of any
     costs and expenses incurred by Agent that are payable by Borrower under the
     Loan Documents to the extent that Agent is not promptly reimbursed for such
     costs and expenses by Borrower;  and, if Agent is later  reimbursed for any
     such costs and  expenses by  Borrower,  Agent  shall repay such  reimbursed
     amounts to Banks on account of such costs and expenses.

          (c) The  agreements in this  subsection  shall survive  termination of
     this  Agreement,  payment of the Notes,  and  payment of all other  amounts
     payable hereunder.

     10.8 Agent in Its  Individual  Capacity.  Agent and its affiliates may make
loans to, accept deposits from and generally engage in any kind of business with
Borrower and its  Subsidiaries  as though Agent were not Agent  hereunder.  With
respect to the Loans made by it and all renewals, extensions or deferrals of the
payment  thereof,  Agent  shall  have the same  rights  and  powers  under  this
Agreement as any Bank and may exercise the same as though it were not Agent, and
the terms "Bank" and "Banks" shall include Agent in its individual capacity.

     10.9  Successor  Agent.  If at any time it deems it advisable,  in its sole
discretion,  Agent may resign as Agent upon 60 days' written notice to Banks and
Borrower. If Agent shall resign as Agent under this Agreement,  then Banks shall
appoint a successor  Agent for Banks.  If  appointment  of a successor  Agent by
Banks and  acceptance  of the  appointment  by the  successor  have not occurred
within 60 days after  Agent  gives the  above-described  notice of  resignation,
Agent may appoint a successor agent,  which shall be a commercial bank organized
under the laws of the United States or any state thereof having combined capital
and surplus of at least $250,000,000.  Upon acceptance by the successor agent of
the agency hereunder and notice thereof to Borrower,  such successor agent shall
succeed to the rights,  powers and duties of Agent,  and the term "Agent"  shall
mean such  successor  agent,  effective  upon its  appointment,  and the  former
Agent's  rights,  powers and duties as Agent  shall be  terminated,  without any
other or  further  act or deed on the  part of such  former  Agent or any  other
parties to this  Agreement  or any holders of the Notes,  and such former  Agent
shall be discharged from its duties and obligations under this Agreement.  After
any retiring Agent's  resignation or removal  hereunder as Agent, the provisions
of this Section 8 shall inure to its benefit as to any actions  taken or omitted
to be taken  by it  while it was  Agent  under  this  Agreement.  If at any time
hereunder there shall not be a duly appointed and acting Agent,  Borrower agrees
to make each payment due hereunder and under its Notes directly to Bank entitled
thereto during such time.


<PAGE>


     10.10 Amendments and Waivers.  With the written consent of each Bank, Agent
and the appropriate  parties to the Loan Documents may, from time to time, enter
into written  amendments,  supplements  or  modifications  thereof and, with the
consent of each Bank,  Agent on behalf of the Banks may  execute  and deliver to
any such parties a written instrument  waiving,  on such terms and conditions as
Agent  may  specify  in such  instrument,  any of the  requirements  of the Loan
Documents or any Default or Event of Default and its consequences,  or releasing
or discharging any guarantor from its obligations  under a guarantee;  provided,
however,  that no such amendment,  supplement,  modification or waiver shall (i)
increase  the  Revolving  Credit   Commitment  or  Revolving  Credit  Commitment
Percentage  of any Bank,  (ii)  extend  the  maturity  date of any  Note,  (iii)
decrease  the rate of  interest  of,  extend the time or manner of payment of or
increase or forgive  interest due under any Notes,  forgive any principal amount
due under any Note,  or  forgive,  extend  the time or manner of  payment of any
fees,  costs or expenses due hereunder or under any of the Loan Documents,  (iv)
permit the  extension  of this  Agreement,  (v) change  the  provisions  of this
subsection  10.10,  (vi) amend or change the  provisions  of Sections  2.1(a) or
2.1(b) of this Agreement, or (vii) amend or change the provisions of Section 7.5
of this  Agreement,  without  the  consent  of all of the  Banks;  and  provided
further,  however,  that no such amendment,  supplement,  modification or waiver
shall amend, modify or waive any provision of this subsection 10.10 or otherwise
change any of the rights or  obligations  of Agent  hereunder  or under the Loan
Documents without the written consent of Agent. Any such amendment,  supplement,
modification or waiver shall apply equally to each of Banks and shall be binding
upon the parties to the applicable agreement,  Banks, Agent and their successors
and assigns. In the case of any waiver, the parties to the applicable agreement,
Banks and Agent shall be restored to their former position and rights  hereunder
and under the outstanding Notes and Loan Documents,  and any Default or Event of
Default  waived shall not extend to any  subsequent or other Default or Event of
Default, or impair any right consequent thereon.

     10.11 Setoff; Sharing.

          (a) Upon the occurrence of an Event of Default and acceleration of the
     maturity of the Loans each Bank is hereby  authorized,  at any time or from
     time to time  thereafter,  without  prior  notice to  Borrower or any other
     Person any such notice being  hereby  expressly  waived,  to set-off and to
     appropriate  and apply any and all deposits and any other  indebtedness  or
     property  at any time held or  owning by such Bank to or for the  credit or
     the account of  Borrower,  whether or not related to this  Agreement or any
     transaction  or  occurrence  hereunder,  against  and  on  account  of  the
     Obligations  of Borrower  regardless of whether or not such Bank shall have
     made any demand  hereunder and although such  Obligations,  or any of them,
     shall be contingent or unmatured.  The rights and remedies  granted to each
     Bank  under  this  subsection  10.11  shall be in  addition  to, and not in
     substitution for, any rights or remedies,  including,  without  limitation,
     any right of set-off or banker's  lien, to which such Bank may otherwise be
     entitled.

          (b) Each Bank  agrees,  for the benefit of the other  Bank,  that with
     respect to all sums  received or  realized by such Bank,  after an Event of
     Default or the maturity of the Loans  (whether by  acceleration,  notice of
     intention to prepay in full or otherwise) equitable adjustment will be made
     among all of the Banks so that,  in  effect,  all such sums shall be shared
     ratably by each of Banks (based upon such Bank's  percentage  of the unpaid
     amount of all of the Loans  then  outstanding  owing to all of the  Banks),
     whether  received by the exercise of the right of set-off or banker's lien,
     by counterclaim or cross-action,  by the enforcement of any of the Notes or
     otherwise.  If any Bank  shall,  after  maturity  of the Loans  (whether by
     reason of acceleration, notice of intention to prepay in full or otherwise)
     receive any payment on its Loans or on any commitment fees in a sum or sums
     in excess of its pro rata  portion  of the sum of the  aggregate  principal
     amount  of the  Loans  then  outstanding,  then any  such  Bank  shall,  if
     requested  by the other  Bank,  purchase  for cash  from the other  Bank an
     interest in its Loans in such amounts as shall result in Banks sharing such
     payment ratably  according to the aggregate  principal  amount of the Loans
     then outstanding from each of them; provided,  however,  that if all or any
     portion of such excess payment is thereafter  recovered from any such Bank,
     the purchase  shall be rescinded  and the  purchase  price  restored to the
     extent of such recovery,  but without interest except as required by law or
     by any judgment or settlement  relating to such recovery.  Borrower  agrees
     that any Bank so purchasing a participation  in the Loans made by the other
     Bank may exercise all rights of set-off,  banker's  lien,  counterclaim  or
     similar rights with respect to such  participation as fully as if such Bank
     were a direct holder of Loans in the amount of such participation.  Nothing
     contained herein shall require any Bank to exercise any such right or shall
     effect  the right of any Bank to  exercise,  and  retain  the  benefits  of
     exercising  any such  right  with  respect  to any  other  indebtedness  of
     obligation of Borrower.


<PAGE>



     10.12  Enforcement.   Each  Bank  authorizes  Agent  to  take  all  actions
contemplated by this Agreement and any of the other Loan Documents and each Bank
agrees that no Bank shall have any right  individually to seek or to enforce any
remedy or to realize upon any security for the Obligations,  it being understood
and agreed that such rights and remedies may be exercised only by Agent, for the
benefit of Banks.

Section 11.    Miscellaneous Provisions.

     11.1  Miscellaneous.  This  Agreement,  the  exhibits  and the  other  Loan
Documents  are the complete  agreement of the parties  hereto and  supersede all
previous  understandings  relating to the subject matter hereof.  This Agreement
may be amended only in writing signed by the parties against whom enforcement of
the amendment is sought. This Agreement may be executed in counterparts.  If any
part of this Agreement is held invalid, illegal or unenforceable,  the remainder
of this  Agreement  will not in any way be  affected.  This  Agreement is and is
intended to be a continuing  agreement  and will remain in full force and effect
until the Loans are finally  and  irrevocably  paid in full and the  Facility is
terminated.

     11.2 Binding  Effect.  This Agreement will be binding upon and inure to the
benefit of the respective legal  representatives,  successors and assigns of the
parties hereto;  however,  except as set forth in Section 7.3 of this Agreement,
Borrower  may not assign or transfer  any of its rights or  delegate  any of its
Obligations  under this Agreement or any of the Loan Documents,  by operation of
law or otherwise.  With the prior written consent of all the Banks,  one or more
additional  Persons may become  Banks under this  Agreement in order to increase
the  Revolving  Credit  Commitments  or  replace a portion  of the Loans and the
commitments of any Bank,  subject to the terms of this Agreement.  The Banks may
disclose to all prospective and actual assignees and participants all financial,
business and other  information  about  Borrower which a Bank may possess at any
time.

     11.3 Subsidiaries.  If Borrower has any additional Subsidiaries at any time
during the term of this Agreement,  the term "Borrower" in each  representation,
warranty  and  covenant   herein  will  mean   "Borrower"  and  each  Subsidiary
individually and in the aggregate,  and such Borrower will cause each Subsidiary
to be in compliance therewith.

     11.4 Survival.  All representations,  warranties,  covenants and agreements
made by Borrower herein and in the Loan Documents will survive the execution and
delivery of this Agreement, the Loan Documents and the issuance of the Notes.

     11.5 Delay or Omission.  No delay or omission on the part of Agent or Banks
in exercising any right,  remedy or power arising from any Event of Default will
impair any such right,  remedy or power or any other right remedy or power or be
considered  a waiver or any right,  remedy or power or any Event of Default  nor
will the action or omission to act by Agent or Banks upon the  occurrence of any
Event of Default  impair any right,  remedy or power arising as a result thereof
or affect any subsequent Event of Default of the same or different nature.

     11.6  Notices.  Any notices  under or pursuant  to this  Agreement  will be
deemed  duly  sent  when  delivered  in hand or when  mailed  by  registered  or
certified mail, return receipt requested, addressed as follows:

                      THE FIFTH THIRD BANK
                      38 Fountain Square Plaza
                      Cincinnati, Ohio 45263
                      Attention:  Asset Based Lending Department

                      PNC BANK, OHIO, NATIONAL ASSOCIATION 201 East Fifth Street
                      Cincinnati, Ohio 45202
                      Attention:  Middle Market Corporate Banking - Third floor

                      GLOBE BUSINESS RESOURCES, INC.,
                      Spectrum Office Tower
                      11260 Chester Road, Suite 400
                      Cincinnati, Ohio 45246
                      Attention:  David D. Hoguet, Chief Executive Officer

    With a copy to    Keating, Muething & Klekamp, P.L.L.
                      1800 Provident Tower
                      Cincinnati, Ohio 45202
                      Attention:  Edward Steiner, Esq.


<PAGE>


Any party may change such address by sending written notice of the change to the
other parties.

     11.7  No  Partnership.  Nothing  contained  herein  or in any  of the  Loan
Documents is intended to create or will be construed to create any  partnership,
joint venture or other relationship  between any Bank and Borrower other than as
expressly  set forth  herein or therein  and will not create any joint  venture,
partnership or other relationship.

     11.8 Indemnification by Borrower. If after receipt of any payment of all or
part  of the  Obligations,  Agent  or  Banks  are for any  reason  compelled  to
surrender  such  payment  to any  person or  entity,  because  such  payment  is
determined  to be void or voidable as a  preference,  impermissible  setoff,  or
diversion of trust funds, or for any other reason,  this Agreement will continue
in full  force and effect and  Borrower  will be liable to, and will  indemnify,
save and hold Agent and Banks, its officers, directors, attorneys, and employees
harmless of and from the amount of such payment  surrendered.  The provisions of
this Section will be and remain  effective  notwithstanding  any contrary action
which may have been taken by Agent or Banks in reliance on such payment, and any
such  contrary  action so taken  will be  without  prejudice  to Agent or Banks'
rights under this  Agreement  and will be deemed to have been  conditioned  upon
such payment becoming final, indefeasible and irrevocable. In addition, Borrower
will indemnify, defend, save and hold Agent and Banks, its officers,  directors,
attorneys,  and  employees  harmless  of, from and against all claims,  demands,
liabilities,  judgments,  losses, damages, costs and expenses,  joint or several
(including all accounting fees and attorneys' fees  reasonably  incurred),  that
Agent and Banks or any such  indemnified  party  may incur  arising  out of this
Agreement,  any of the Loan Documents or any act taken by Bank hereunder  except
for the willful  misconduct or gross negligence of such  indemnified  party. The
provisions of this Section will survive the termination of this Agreement.

     11.9 Governing Law; Jurisdiction.  This Agreement,  the Notes and the other
Loan  Documents  will be  governed  by the  domestic  laws of the State of Ohio.
Borrower agrees that the state and federal courts in Hamilton  County,  Ohio, or
any other court in which Bank initiates proceedings have exclusive  jurisdiction
over all matters arising out of this  Agreement,  and that service of process in
any such  proceeding  will be  effective  if mailed to  Borrower  at its address
described in the Notices  section of this Agreement.  AGENT,  BANKS AND BORROWER
HEREBY  WAIVE  THE  RIGHT TO TRIAL BY JURY OF ANY  MATTERS  ARISING  OUT OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

IN WITNESS  WHEREOF,  Agent,  Banks and Borrower have executed this Agreement by
their duly authorized officers as of the date first above written.

                                    GLOBE BUSINESS RESOURCES, INC.

                                    By:________________________________________

                                    Its:_______________________________________


                                    PNC BANK, OHIO, NATIONAL ASSOCIATION

                                    By:  ______________________________________

                                    Its: ______________________________________


                                    THE FIFTH THIRD BANK, 
                                    for itself and as Agent for the Banks

                                    By: _______________________________________

                                    Its:_______________________________________




<PAGE>


                                    EXHIBITS
                                       TO
                                CREDIT AGREEMENT
                                     BETWEEN
                         GLOBE BUSINESS RESOURCES, INC.
                                       AND
                         THE FIFTH THIRD BANK, as AGENT
          THE FIFTH THIRD BANK and PNC BANK, OHIO, NATIONAL ASSOCIATION


                                                                      Page

Exhibit 1            -      Definitions                                21
Exhibit 2.1(e)(i)    -      Revolving Note (Fifth Third)               26
Exhibit 2.1(e)(ii)   -      Revolving Note (PNC)                       29
Schedule 5.3         -      Litigation                                 32
Schedule 5.6         -      Licenses                                   33
Schedule 5.7         -      Laws and Taxes                             34
Schedule 5.9         -      Title                                      35
Schedule 5.12        -      Subsidiaries and Partnerships              36
Schedule 5.13        -      ERISA                                      37
Schedule 7.5(c)      -      Debt                                       38
Schedule 1(3)        -      Competitors                                39
Exhibit 9.1 (b)      -      Certificate of Borrower for Borrower       40
                            Attachment C - Directors' Resolution
Exhibit 9.1 (c)      -      Form of Opinion of Borrower's Counsel      41



<PAGE>



                                    EXHIBIT 1

                                   DEFINITIONS


1. "Affiliate" means any Person (other than a Restricted  Subsidiary) (i) who is
a director or executive  officer of the Borrower 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  Borrower,  (iii) which
beneficially  owns or holds  securities  representing 5% or more of the combined
voting power of the Voting Stock of Borrower 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  Borrower  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.

2.  "Capitalized  Leases" 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.

3. "Competitor" means any Person listed on Schedule 1(3) attached hereto.

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

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

6. "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 Borrower or any  Restricted  Subsidiary  with respect to  apartments
used in the  corporate  housing  operations  of the  Borrower or any  Restricted
Subsidiary)  payable  during  such  period by the  Borrower  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  Borrower  and  its  Restricted
Subsidiaries.

7.  "Consolidated  Funded  Debt"  means  Funded  Debt  of the  Borrower  and its
Restricted Subsidiaries determined in accordance with GAAP.

8. "Consolidated Net Income" means consolidated net income and net losses of the
Borrower 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  Borrower 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 Borrower 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 any Borrower;  and (vii) proceeds of any
life insurance policy.

9.  "Consolidated Net Worth" means at any date, with respect to the Borrower 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, plus (iv)retained earnings (deficit) at such
date,  and plus (v) fair market value in excess of  historical  cost of acquired
net  assets  attributable  to  related  transactions,  all  as  determined  on a
consolidated basis in accordance with GAAP.

<PAGE>



10.  "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  Borrower  from  a
Wholly-Owned Restricted Subsidiary),  (ii) all Guaranties (other than Guaranties
of Debt of Borrower or any Wholly-Owned  Restricted  Subsidiary by Borrower or a
Subsidiary),  letters of credit and endorsement  (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 Borrower or any Subsidiary.

11.  "Default" means any event that, with the giving of notice or the passage of
time, or both, would be an Event of Default.

12  "Defaulted  Amount"  means with respect to any Bank at any time,  any amount
that was required to be paid by such Bank to  Borrower,  Agent or any other Bank
under any Loan  Document  at or prior to such time and that has not been paid by
such Bank.

13.  "Defaulting  Bank"  means at any time,  each Bank with  respect  to which a
Defaulted Amount exists.

14.  "Default  Rate" means three  percent  (3%) in excess of the  interest  rate
otherwise in effect under amounts  outstanding under the Notes. In no event will
the interest rate accruing  under such Notes be increased to be in excess of the
maximum  interest rate permitted by applicable  state or federal usury laws then
in effect.

15.   "EBITDA"  shall  mean  earnings  of  the  Borrower's  and  its  Restricted
Subsidiaries  before  interest,  taxes,  depreciation and  amortization,  all as
determined in accordance with GAAP.

16.  "Environmental  Laws" means all  federal,  state,  local and  foreign  laws
relating to pollution or protection of the environment,  including laws relating
to  emissions,  discharges,  releases  or  threatened  releases  of  pollutants,
contaminants,  chemicals,  or industrial toxic or hazardous substances or wastes
into the environment  (including  without limitation ambient air, surface water,
ground water or land),  or otherwise  relating to the  manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or  wastes,  and  any  and  all  regulations,  codes,  plans,  orders,  decrees,
judgments, injunctions, notices or demand letters issued, entered promulgated or
approved thereunder.

17. "ERISA" means the Federal Employee Retirement Income Security Act of 1974.

18.  "Event(s)  of Default"  will have the meaning set forth in Section 8 of the
Agreement.

19. "Facility" will have the meaning set forth in Section 2.1 of the Agreement.

20.  "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.

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


<PAGE>


22.  "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
     obligations; 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.

23.  "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.

24.  "Letter of Credit  Facility" will have the meaning set forth in Section 2.2
of the Agreement.

25. "Lien" means any security interest,  mortgage, pledge,  assignment,  lien or
other encumbrance of any kind,  including  interests of vendors or lessors under
conditional sale contracts and capitalized leases.

26. "Loan Documents"  means this Agreement,  the Notes, and every other document
or agreement  executed by any party  evidencing,  guarantying or securing any of
the Obligations; and "Loan Document" means any one of the Loan Documents.

27. "Loans" means the revolving loans made under the Facility.

28. "Notes" means each of the Revolving Notes.

29.  "Obligation(s)" means all loans,  advances,  indebtedness,  liabilities and
obligations  of  Borrower  owed to each of Agent  and  Banks  of every  kind and
description   whether  now  existing  or  hereafter  arising  including  without
limitation, those owed by Borrower to others and acquired by any one (1) or more
of the Banks,  by  purchase,  assignment  or  otherwise,  and whether  direct or
indirect, primary or as guarantor or surety, absolute or contingent,  liquidated
or unliquidated, matured or unmatured, whether or not secured by collateral, and
including  without  limitation all  liabilities,  obligations  and  indebtedness
arising  under  this  Agreement,  the Notes and the other  Loan  Documents,  all
obligations to perform or forbear from performing acts, all amounts  represented
by letters of credit now or  hereafter  issued by Bank for the  benefit of or at
the request of Borrower, and all expenses and attorneys' fees incurred by any of
the Banks under this  Agreement or any other  document or instrument  related to
any of the foregoing.

30.  "Participant"  means any Person who  purchases  an  interest  in any of the
Loans,  including any Person who purchases a sub-participation or other interest
in any of the Loans from any Participant.

<PAGE>

31.  "Person"  means  any   individual,   firm,   partnership,   joint  venture,
corporation, association, business enterprise, trust, governmental body or other
entity, whether acting in an individual, fiduciary or other capacity.

32.  "Permitted  Liens" has the meaning assigned thereto as set forth in Section
5.9 of this Agreement.

33. "Prime Rate" means the rate of interest per annum  announced to be its prime
rate from time to time by Agent at its  principal  office  in  Cincinnati,  Ohio
whether or not Agent will at times lend to  borrowers at lower rates of interest
or, if there is no such prime rate, then its base rate or such other rate as may
be substituted by Bank for the prime rate.

34.  "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  Borrower or any  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 Borrower or a Restricted  Subsidiary (whether
or not  designated  as rents or  additional  rents) on account  of  maintenance,
repairs, insurance, taxes and similar charges.

35. "Required Banks" means at any time (a) Banks,  other than those disqualified
pursuant to clause (b) of this definition whose Revolving Credit Commitments are
together at least 75% of the  Revolving  Credit  Commitment  of Banks other than
those disqualified pursuant to clause (b) of this definition; provided, however,
(b) if any Bank is a  Defaulting  Bank and has been a  Defaulting  Bank for more
than 15 days at such time, then Revolving  Credit  Commitment of such Bank shall
not be considered in determining  the percentage set forth in clause (a) of this
definition and such Bank shall not be entitled to a vote on any relevant matter.

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

37.  "Revolving  Credit  Commitment" means with respect to each Bank, the dollar
amount  set  forth  opposite  the name of such  Bank in  Section  2.1(b) of this
Agreement.

38. "Revolving Credit Commitment  Percentage"  means, with respect to each Bank,
the  percentage  set forth  opposite the name of such Bank in Section  2.1(b) of
this Agreement.

39.  "Revolving  Note" has the  meaning  assigned to that term in Section 2.1 of
this Agreement.

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

41.  "Settlement  Amount" means as of a Settlement  Date, an amount equal to the
result  obtained by multiplying  (i) the balance of the Loans as of the close of
business of the business day immediately preceding such Settlement Date, by (ii)
the Revolving  Credit  Commitment  Percentage as of the close of business on the
business day immediately preceding such Settlement Date.

42.  "Settlement  Date" means the first day of each week while the Loans  remain
outstanding,  provided  that if any such day is not a business  day, then on the
next succeeding business day.

<PAGE>



43. "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
interest  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
company, or joint venture if more than an 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
Borrower.

44. "Term Loan  Agreement"  shall mean the $30,000,000  Note Purchase  Agreement
entered by and among Borrower,  Security Life of Denver Insurance Company,  Life
Insurance  Company of Georgia,  Peerless  Insurance  Company,  Indiana Insurance
Company and Southland Life Insurance Company.

45. "Total Debt" shall mean all debt of Borrower and its Restricted Subsidiaries
determined on a consolidated basis in accordance with GAAP

46. "Total Revolving Credit  Commitment"  means the dollar amount  identified as
such in paragraph 2.1(b) hereof.

47.  "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 Person performing similar functions.

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


<PAGE>


                                       EXHIBIT 2.1(E)(I)

                                        REVOLVING NOTE

$20,000,000                                                   Cincinnati, Ohio
                                                            September 29, 1997
                                                              (Effective Date)

     For value received,  GLOBE BUSINESS  RESOURCES,  INC., an Ohio  corporation
formerly known as and doing business as Globe Furniture  Rentals,  ("Borrower"),
hereby  promises to pay to the order of THE FIFTH THIRD  BANK,  an Ohio  banking
corporation (the "Bank"),  at its offices,  located at 38 Fountain Square Plaza,
Cincinnati,  Ohio 45263,  in lawful money of the United States of America and in
immediately  available  funds,  the  principal  sum of  Twenty  Million  Dollars
($20,000,000)  or such lesser unpaid principal amount as may be advanced by Bank
pursuant  to the terms of the  Credit  Agreement  of even date  herewith  by and
between  Borrower,  The Fifth Third Bank,  Agent,  The Fifth Third Bank, and PNC
Bank, Ohio, National Association, as Banks, as the same may be amended from time
to time (the "Agreement").

     The principal  balance  outstanding  hereunder shall bear interest from the
date of the first advance until paid at a floating rate of interest equal to the
percent per annum set forth below,  which rate of interest  will  fluctuate on a
periodic basis as provided  herein to the rate specified by the following  table
based upon the ratio of the  amount of  Borrower's  Total  Debt to EBITDA,  on a
consolidated basis:

 TOTAL DEBT TO EBITDA                       THEN INTEREST RATE EQUALS

 Greater than or equal to 1.86 : 1.00       Borrower's option of:
                                                   (i) Prime Rate minus. 25% or
                                                   (ii) LIBOR Rate plus 1.50%

 Less than 1.86 : 1.00                      Borrower's option of:
                                                   (i) Prime Rate minus .50% or
                                                   (ii) LIBOR Rate plus 1.25%

     In the event the Borrower meets the requirements set forth above,  Borrower
may  elect  to have all or any  portion  of the Note in  minimum  increments  of
$1,000,000  per election  (provided such amounts are not then subject to another
LIBOR  Election)  bear interest at the per annum rate equal to the percentage in
excess of the LIBOR Rate as set forth  above (a "LIBOR  Election").  Such notice
shall be  delivered  to Agent in writing  at least 2 business  days prior to the
date of such  advance  and shall  inform  Agent of the  amount of the Note to be
subject to the LIBOR Election,  the LIBOR Interest Period and the effective date
for the LIBOR Interest Period. Borrower shall not be permitted to have more than
six (6) separate  LIBOR  Elections  outstanding  at any one time during the term
hereof.

     On the Effective  Date, the initial  interest rates for advances  hereunder
will be based upon a Total Debt to EBITDA  ratio of greater than 1.86 : 1.00 for
Borrower.

     Interest  rate changes  based upon changes in the  foregoing  chart will be
made  effective as of the date of the first  advance  hereunder and on the first
day of the calendar month following the review by Agent of Borrower's  quarterly
financial statements.  In addition to changes occurring pursuant to fluctuations
in the  foregoing  chart,  the  interest  rate  charged  hereunder  shall change
automatically  upon each change in the Prime Rate.  Interest  will be calculated
based on a 360-day year and charged for the actual number of days  elapsed,  and
will be payable on the first day of each calendar month  commencing  November 1,
1997 and  continuing  on the first (1st) day of each calendar  month  thereafter
during the term hereof  unless an interest  rate based upon the LIBOR Rate is in
effect,  in which case the accrued  interest shall be due and payable at the end
of the LIBOR  Interest  Period and Agent will remit to Bank its  pro-rata  share
within 1 business day after Agent's receipt thereof. If any amount as to which a


<PAGE>


LIBOR  Election  is in effect is repaid on a day other  than the last day of the
applicable  LIBOR Interest  Period,  or becomes  payable on a day other than the
last  day of the  applicable  LIBOR  Interest  Period  due  to  acceleration  or
otherwise,  the  Borrower  shall pay,  on demand by the Agent,  such  amount (as
determined by the Agent) as is required to compensate  the Banks for any losses,
costs or  expenses  which the Banks  may  incur as a result of such  payment  or
acceleration,   including,   without  limitation,  any  loss,  cost  or  expense
(including loss of profit)  incurred by reason of liquidation or reemployment of
deposits  or other funds  acquired by the Banks to fund or maintain  such amount
bearing interest at the LIBOR Rate plus the percentage as set forth in the chart
above.

     After maturity,  whether by acceleration or otherwise,  this Note will bear
interest,  at the election of Bank and without notice to Borrower  (computed and
adjusted in the same manner,  and with the same effect, as interest hereon prior
to maturity),  payable on demand, at a rate per annum equal to the Default Rate,
until paid, and whether before or after the entry of judgment hereon.

     The Prime Rate means the rate of  interest  per annum  announced  to be its
Prime  Rate from time to time by Agent at its  principal  office in  Cincinnati,
Ohio  whether  or not Agent will at times lend to  borrowers  at lower  rates of
interest,  or, if there is no such Prime Rate,  then its base rate or such other
rate as may be substituted by Agent for the Prime Rate.

     LIBOR  Interest  Period means,  with respect to which  amounts  outstanding
hereunder will accrue interest at the LIBOR Rate for a period of 30, 60, 90, 120
or 180 days  commencing on a business day selected by Borrower  pursuant to this
Note. Such LIBOR Interest Period shall end on the day in the succeeding calendar
month which corresponds  numerically to the beginning day of such LIBOR Interest
Period,  provided,  however, that if there is no such numerically  corresponding
day in such succeeding  month,  such LIBOR Interest Period shall end on the last
business  day of  such  succeeding  month.  If a  LIBOR  Interest  Period  would
otherwise end on a day which is not a business day, such LIBOR  Interest  Period
shall end on the next succeeding business day.

     LIBOR Rate means the rate  (adjusted  for  reserves  if Bank is required to
maintain reserves with respect to relevant advances) being asked on an amount of
Eurodollar  deposits equal to the amount of the Note subject to a LIBOR Election
on  the  first  day  of a  LIBOR  Interest  Period  and  which  has  a  maturity
corresponding to the maturity of the LIBOR Interest  Period,  as reported by the
TELERATE rate reporting  system (or any successor) as determined by Bank by noon
on the Effective Date of the LIBOR Interest Period.  Each  determination by Bank
of the LIBOR Rate shall be conclusive in the absence of manifest error.

     Borrower's  right to accrue  interest at the LIBOR Rate shall be terminated
automatically  if Bank, by telephonic  notice,  shall notify Borrower that LIBOR
deposits  with a maturity  equal to the LIBOR  Interest  Period and in an amount
equal to the  then  current  outstanding  principal  amount  of the Note are not
readily  available in the London  Inter-Bank  Offered Rate Market,  or that,  by
reason of circumstances  affecting such Market,  adequate and reasonable methods
do not exist for  ascertaining the interest rate applicable to such deposits for
the LIBOR Interest Period.

     In addition, notwithstanding anything herein contained to the contrary, if,
prior to or during any period with respect to which the LIBOR Rate is in effect,
any  change  in  any  law,   regulation  or  official   directive,   or  in  the
interpretation thereof, by any governmental body charged with the administration
thereof,  shall make it unlawful for the Bank to find or maintain its funding in
Eurodollars of any portion of the Note subject to the LIBOR Rate or otherwise to
give  effect to Bank's  obligations  as  contemplated  hereby,  (i) Bank may, by
written notice to Borrower,  declare Bank's  obligations in respect of the LIBOR
Rate to be  terminated  forthwith,  and (ii) the LIBOR Rate with respect to Bank
shall  forthwith  cease to be in effect,  and interest shall from and after such
date be calculated based on the Prime Rate.

     On September 30, 2000, all outstanding principal and all accrued and unpaid
interest will be due and payable.

     The  principal  amount of each loan  made by Bank  under  this Note and the
amount of each  prepayment  made by Borrower under this Note will be recorded by
Bank in the regularly maintained data processing records of Bank.


<PAGE>


     The  aggregate  unpaid  principal  amount  of all  loans  set forth in such
records will be presumptive evidence of the principal amount owing and unpaid on
this  Note.  However,  failure  by Bank to make any such entry will not limit or
otherwise affect Borrower's obligations under this Note or the Agreement.

     All  payments  received by Agent  under this Note will be applied  first to
payment of amounts  advanced  by Bank on behalf of  Borrower or which may be due
for insurance, taxes and attorneys' fees or other charges to be paid by Borrower
pursuant to the Agreement and the Loan Documents (as defined in the  Agreement),
then to accrued interest on this Note, then to principal which will be repaid in
the inverse order of maturity.

     This Note is one of the Revolving  Notes referred to in the Agreement,  and
is  entitled to the  benefits,  and is subject to the terms,  of the  Agreement.
Capitalized  terms used but not otherwise  defined herein will have the meanings
attributed  thereto in the  Agreement.  The  maturity of this Note is subject to
acceleration  upon the terms,  set forth in the  Agreement.  Except as otherwise
expressly provided in the Agreement, if any payment on this Note becomes due and
payable on a day other than one on which Agent is open for business (a "Business
Day"),  the  maturity  thereof  will be extended to the next  Business  Day, and
interest  will be payable at the rate  specified  herein  during such  extension
period.

     After the  occurrence  of an Event of  Default,  all  amounts of  principal
outstanding  as of the date of the occurrence of such Event of Default will bear
interest  at the Default  Rate,  in Bank's sole  discretion,  without  notice to
Borrower.  This  provision does not constitute a waiver of any Events of Default
or an agreement by Bank to permit any late payments whatsoever.

     In no event will the  interest  rate on this Note exceed the  highest  rate
permissible  under any law which a court of competent  jurisdiction  will,  in a
final  determination,  deem  applicable  hereto.  In  the  event  that  a  court
determines that Bank has received  interest and other charges under this Note in
excess of the highest  permissible rate applicable  hereto,  such excess will be
deemed received on account of, and will  automatically  be applied to reduce the
amounts due to Bank from Borrower under this Note, other than interest,  and the
provisions hereof will be deemed amended to provide for the highest  permissible
rate.  If there are no such  amounts  outstanding,  Bank will refund to Borrower
such excess.

     Borrower and all endorsers,  sureties,  guarantors and other persons liable
on this Note hereby waive presentment for payment,  demand,  notice of dishonor,
protest,  notice of protest and all other demands and notices in connection with
the delivery,  performance  and  enforcement of this Note, and consent to one or
more renewals or extensions of this Note.

     This Note may not be changed orally, but only by an instrument in writing.

     This Note is being  delivered  in, is intended to be performed  in, will be
construed and  enforceable  in accordance  with, and be governed by the internal
laws of, the State of Ohio  without  regard to  principles  of conflict of laws.
Borrower  agrees that the State and Federal courts in Hamilton  County,  Ohio or
any  other  court  in which  Bank  initiates  proceedings  will  have  exclusive
jurisdiction  over all  matters  arising out of this Note,  and that  service of
process in any such  proceeding  will be  effective if mailed to Borrower at its
address  described  in the Notices  section of the  Agreement.  BORROWER  HEREBY
WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE.

                                          GLOBE BUSINESS RESOURCES, INC.

                                          By:
                                             ----------------------------------

                                          Its:
                                             ----------------------------------


<PAGE>

                               EXHIBIT 2.1(E)(II)

                                 REVOLVING NOTE


$10,000,000                                                    Cincinnati, Ohio
                                                             September 29, 1997
                                                               (Effective Date)

     For value received,  GLOBE BUSINESS  RESOURCES,  INC., an Ohio  corporation
formerly known as and doing business as Globe  Furniture  Rentals  ("Borrower"),
hereby promises to pay to the order of PNC BANK, OHIO, NATIONAL  ASSOCIATION,  a
national  banking  association (the "Bank"),  at Agent's offices,  located at 38
Fountain  Square Plaza,  Cincinnati,  Ohio 45263,  in lawful money of the United
States of America and in immediately  available  funds, the principal sum of Ten
Million Dollars  ($10,000,000)  or such lesser unpaid principal amount as may be
advanced  by Bank  pursuant  to the terms of the Credit  Agreement  of even date
herewith by and  between  Borrower,  The Fifth  Third Bank,  Agent and The Fifth
Third Bank and PNC Bank, Ohio, National  Association,  as Banks, as the same may
be amended from time to time (the "Agreement").

     The principal  balance  outstanding  hereunder shall bear interest from the
date of the first advance until paid at a floating rate of interest equal to the
percent per annum set forth below,  which rate of interest  will  fluctuate on a
periodic basis as provided  herein to the rate specified by the following  table
based upon the ratio of the  amount of  Borrower's  Total  Debt to EBITDA,  on a
consolidated basis:

 TOTAL DEBT TO EBITDA                       THEN INTEREST RATE EQUALS

 Greater than or equal to 1.86 : 1.00       Borrower's option of:
                                                   (i) Prime Rate minus. 25% or
                                                   (ii) LIBOR Rate plus 1.50%

 Less than 1.86 : 1.00                      Borrower's option of:
                                                   (i) Prime Rate minus .50% or
                                                   (ii) LIBOR Rate plus 1.25%

     In the event the Borrower meets the requirements set forth above,  Borrower
may  elect  to have all or any  portion  of the Note in  minimum  increments  of
$1,000,000  per election  (provided such amounts are not then subject to another
LIBOR  Election)  bear interest at the per annum rate equal to the percentage in
excess of the LIBOR Rate as set forth  above (a "LIBOR  Election").  Such notice
shall be  delivered  to Agent in writing  at least 2 business  days prior to the
date of such  advance  and shall  inform  Agent of the  amount of the Note to be
subject to the LIBOR Election,  the LIBOR Interest Period and the effective date
for the LIBOR Interest Period. Borrower shall not be permitted to have more than
six (6) separate  LIBOR  Elections  outstanding  at any one time during the term
hereof.

     On the Effective  Date, the initial  interest rates for advances  hereunder
will be based upon a Total Debt to EBITDA  ratio of greater than 1.86 : 1.00 for
Borrower.

     Interest  rate changes  based upon changes in the  foregoing  chart will be
made  effective as of the date of the first  advance  hereunder and on the first
day of the calendar month following the review by Agent of Borrower's  quarterly
financial statements.  In addition to changes occurring pursuant to fluctuations
in the  foregoing  chart,  the  interest  rate  charged  hereunder  shall change
automatically  upon each change in the Prime Rate.  Interest  will be calculated
based on a 360-day year and charged for the actual number of days  elapsed,  and
will be payable on the first day of each calendar month  commencing  November 1,
1997 and  continuing  on the first (1st) day of each calendar  month  thereafter
during the term hereof  unless an interest  rate based upon the LIBOR Rate is in
effect,  in which case the accrued  interest shall be due and payable at the end
of the LIBOR  Interest  Period and Agent will remit to Bank its  pro-rata  share


<PAGE>


within 1 business day after Agent's receipt thereof. If any amount as to which a
LIBOR  Election  is in effect is repaid on a day other  than the last day of the
applicable  LIBOR Interest  Period,  or becomes  payable on a day other than the
last  day of the  applicable  LIBOR  Interest  Period  due  to  acceleration  or
otherwise,  the  Borrower  shall pay,  on demand by the Agent,  such  amount (as
determined by the Agent) as is required to compensate  the Banks for any losses,
costs or  expenses  which the Banks  may  incur as a result of such  payment  or
acceleration,   including,   without  limitation,  any  loss,  cost  or  expense
(including loss of profit)  incurred by reason of liquidation or reemployment of
deposits  or other funds  acquired by the Banks to fund or maintain  such amount
bearing interest at the LIBOR Rate plus the percentage as set forth in the chart
above.

     After maturity,  whether by acceleration or otherwise,  this Note will bear
interest,  at the election of Bank and without notice to Borrower  (computed and
adjusted in the same manner,  and with the same effect, as interest hereon prior
to maturity),  payable on demand, at a rate per annum equal to the Default Rate,
until paid, and whether before or after the entry of judgment hereon.

     The Prime Rate means the rate of  interest  per annum  announced  to be its
Prime  Rate from time to time by Agent at its  principal  office in  Cincinnati,
Ohio  whether  or not Agent will at times lend to  borrowers  at lower  rates of
interest,  or, if there is no such Prime Rate,  then its base rate or such other
rate as may be substituted by Agent for the Prime Rate.

     LIBOR  Interest  Period means,  with respect to which  amounts  outstanding
hereunder will accrue interest at the LIBOR Rate for a period of 30, 60, 90, 120
or 180 days  commencing on a business day selected by Borrower  pursuant to this
Note. Such LIBOR Interest Period shall end on the day in the succeeding calendar
month which corresponds  numerically to the beginning day of such LIBOR Interest
Period,  provided,  however, that if there is no such numerically  corresponding
day in such succeeding  month,  such LIBOR Interest Period shall end on the last
business  day of  such  succeeding  month.  If a  LIBOR  Interest  Period  would
otherwise end on a day which is not a business day, such LIBOR  Interest  Period
shall end on the next succeeding business day.

     LIBOR Rate means the rate  (adjusted  for  reserves  if Bank is required to
maintain reserves with respect to relevant advances) being asked on an amount of
Eurodollar  deposits equal to the amount of the Note subject to a LIBOR Election
on  the  first  day  of a  LIBOR  Interest  Period  and  which  has  a  maturity
corresponding to the maturity of the LIBOR Interest  Period,  as reported by the
TELERATE rate reporting  system (or any successor) as determined by Bank by noon
on the Effective Date of the LIBOR Interest Period.  Each  determination by Bank
of the LIBOR Rate shall be conclusive in the absence of manifest error.

     Borrower's  right to accrue  interest at the LIBOR Rate shall be terminated
automatically  if Bank, by telephonic  notice,  shall notify Borrower that LIBOR
deposits  with a maturity  equal to the LIBOR  Interest  Period and in an amount
equal to the  then  current  outstanding  principal  amount  of the Note are not
readily  available in the London  Inter-Bank  Offered Rate Market,  or that,  by
reason of circumstances  affecting such Market,  adequate and reasonable methods
do not exist for  ascertaining the interest rate applicable to such deposits for
the LIBOR Interest Period.

     In addition, notwithstanding anything herein contained to the contrary, if,
prior to or during any period with respect to which the LIBOR Rate is in effect,
any  change  in  any  law,   regulation  or  official   directive,   or  in  the
interpretation thereof, by any governmental body charged with the administration
thereof,  shall make it unlawful for the Bank to find or maintain its funding in
Eurodollars of any portion of the Note subject to the LIBOR Rate or otherwise to
give  effect to Bank's  obligations  as  contemplated  hereby,  (i) Bank may, by
written notice to Borrower,  declare Bank's  obligations in respect of the LIBOR
Rate to be  terminated  forthwith,  and (ii) the LIBOR Rate with respect to Bank
shall  forthwith  cease to be in effect,  and interest shall from and after such
date be calculated based on the Prime Rate.

     On September 30, 2000, all outstanding principal and all accrued and unpaid
interest will be due and payable.


<PAGE>


     The  principal  amount of each loan  made by Bank  under  this Note and the
amount of each  prepayment  made by Borrower under this Note will be recorded by
Bank in the regularly  maintained data processing records of Bank. The aggregate
unpaid  principal  amount  of all  loans  set  forth  in  such  records  will be
presumptive  evidence  of the  principal  amount  owing and unpaid on this Note.
However,  failure  by Bank to make any such  entry  will not limit or  otherwise
affect Borrower's obligations under this Note or the Agreement.

     All  payments  received by Agent  under this Note will be applied  first to
payment of amounts  advanced  by Bank on behalf of  Borrower or which may be due
for insurance, taxes and attorneys' fees or other charges to be paid by Borrower
pursuant to the Agreement and the Loan Documents (as defined in the  Agreement),
then to accrued interest on this Note, then to principal which will be repaid in
the inverse order of maturity.

     This Note is one of the Revolving  Notes referred to in the Agreement,  and
is  entitled to the  benefits,  and is subject to the terms,  of the  Agreement.
Capitalized  terms used but not otherwise  defined herein will have the meanings
attributed  thereto in the  Agreement.  The  maturity of this Note is subject to
acceleration  upon the terms,  set forth in the  Agreement.  Except as otherwise
expressly provided in the Agreement, if any payment on this Note becomes due and
payable on a day other than one on which Agent is open for business (a "Business
Day"),  the  maturity  thereof  will be extended to the next  Business  Day, and
interest  will be payable at the rate  specified  herein  during such  extension
period.

     After the  occurrence  of an Event of  Default,  all  amounts of  principal
outstanding  as of the date of the occurrence of such Event of Default will bear
interest  at the Default  Rate,  in Bank's sole  discretion,  without  notice to
Borrower.  This  provision does not constitute a waiver of any Events of Default
or an agreement by Bank to permit any late payments whatsoever.

     In no event will the  interest  rate on this Note exceed the  highest  rate
permissible  under any law which a court of competent  jurisdiction  will,  in a
final  determination,  deem  applicable  hereto.  In  the  event  that  a  court
determines that Bank has received  interest and other charges under this Note in
excess of the highest  permissible rate applicable  hereto,  such excess will be
deemed received on account of, and will  automatically  be applied to reduce the
amounts due to Bank from Borrower under this Note, other than interest,  and the
provisions hereof will be deemed amended to provide for the highest  permissible
rate.  If there are no such  amounts  outstanding,  Bank will refund to Borrower
such excess.

     Borrower and all endorsers,  sureties,  guarantors and other persons liable
on this Note hereby waive presentment for payment,  demand,  notice of dishonor,
protest,  notice of protest and all other demands and notices in connection with
the delivery,  performance  and  enforcement of this Note, and consent to one or
more renewals or extensions of this Note.

     This Note may not be changed orally, but only by an instrument in writing.

     This Note is being  delivered  in, is intended to be performed  in, will be
construed and  enforceable  in accordance  with, and be governed by the internal
laws of, the State of Ohio  without  regard to  principles  of conflict of laws.
Borrower  agrees that the State and Federal courts in Hamilton  County,  Ohio or
any  other  court  in which  Bank  initiates  proceedings  will  have  exclusive
jurisdiction  over all  matters  arising out of this Note,  and that  service of
process in any such  proceeding  will be  effective if mailed to Borrower at its
address  described  in the Notices  section of the  Agreement.  BORROWER  HEREBY
WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS NOTE. 

                                            GLOBE BUSINESS RESOURCES, INC.

                                            By:
                                               ---------------------------------

                                            Its:
                                               ---------------------------------


<PAGE>


                                  SCHEDULE 5.3

                                   LITIGATION




<PAGE>



                                  SCHEDULE 5.6

                                    LICENSES




<PAGE>






                                  SCHEDULE 5.7

                                 LAWS AND TAXES




<PAGE>






                                  SCHEDULE 5.9

                                      TITLE




<PAGE>






                                  SCHEDULE 5.12

                          SUBSIDIARIES AND PARTNERSHIPS




<PAGE>






                                  SCHEDULE 5.13

                                      ERISA




<PAGE>






                                 SCHEDULE 7.5(c)

                                      DEBT




<PAGE>






                                  SCHEDULE 1(3)

                                   COMPETITORS




<PAGE>






                                 EXHIBIT 9.1(B)

                         GLOBE BUSINESS RESOURCES, INC.

                             CERTIFICATE OF BORROWER

                            RE: $30,000,000 FINANCING





<PAGE>



                                 EXHIBIT 9.1(C)

                         OPINION OF COUNSEL FOR BORROWER