FIRST AMENDMENT TO
                                CREDIT AGREEMENT

     This First Amendment to the Credit  Agreement (the  "Amendment") is entered
into as of the 14th day of May,  1998,  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"),  PNC BANK, OHIO, NATIONAL  ASSOCIATION,  a national
banking  association  ("PNC") and NORWEST LOAN  PARTNERS,  a division of Norwest
Bank Minnesota N.A., ("Norwest") as lenders (collectively,  the "Banks" and each
a "Bank"), and THE FIFTH THIRD BANK, in its capacity as Agent for the Banks (the
"Agent").

     WHEREAS,  Banks,  Borrower  and  Agent  entered  into that  certain  Credit
Agreement, dated as of September 29, 1997 (the "Agreement");

     WHEREAS, in connection with the transactions contemplated by the Agreement,
Borrower  executed  and  delivered  to  Banks  the  following   additional  loan
documents,  each dated  September 29, 1997: (a) a Revolving Note in the original
principal  amount of $20,000,000  executed by Borrower and made payable to Fifth
Third  (the  "Fifth  Third  Revolving  Note")  and (b) a  Revolving  Note in the
original principal amount of $10,000,000,  executed by Borrower and made payable
to PNC (the  "PNC  Revolving  Note")  (the  Agreement  and all of the  foregoing
documents  and all other loan  documents  executed in  connection  with the loan
evidenced by the Agreement will be collectively  referred to herein as the "Loan
Documents")

     WHEREAS,  Borrower and Banks wish to include  Norwest  Loan  Partners as an
additional Bank under the terms of the Agreement and from the date hereof,  each
reference to Banks in the Agreement shall also include Norwest Loan Partners;

     WHEREAS,  Borrower and Banks desire to amend the Agreement, to increase the
principal amount of the PNC Revolving Note and to evidence the Revolving Note of
Norwest  in the  principal  amount  of  $10,000,000,  subject  to the  terms and
conditions set forth herein;

     NOW THEREFORE,  intending to be legally bound,  the parties hereto agree as
follows:

     1. Amendments.

     (a) Section 2, Subsections  2.1(a), (b) and (e) of the Agreement are hereby
amended and restated in their entirety as follows:

          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  $45,000,000  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  $45,000,000;  if the amount of the
          Loans  outstanding  at any time exceeds  $45,000,000,  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).





<PAGE>




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

               The Fifth Third Bank                      $20,000,000   44.45%

               PNC Bank, Ohio, National Association      $15,000,000   33.33%

               Norwest Loan Partners                     $10,000,000   22.22%

               Total Revolving Credit Commitment         $45,000,000   100%.

               (e) On the execution date of the  First Amendment  to the  Credit
          Agreement (the  "Amendment"),  Borrower will duly issue and deliver to
          each  Bank an  amended  and  restated  Revolving  Note in the  form of
          Exhibits  2.1(e) (i), (ii) and (iii)  respectively  (collectively  the
          "Revolving Notes" and each a "Revolving Note") in the principal amount
          of such Bank's Revolving Credit Commitment.  Each Revolving Note shall
          bear interest as set forth in the respective  Revolving Notes and each
          shall be dated the date of the Amendment.

     (b) Section 11,  Subsection  11.6 of the  Agreement  is hereby  amended and
restated in its entirety as follows:

          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

                    NORWEST LOAN PARTNERS
                    Norwest Center
                    Sixth and Marquette
                    Minneapolis, Minnesota 55479-0075
                    Attention:  Duncan Sinclair

                    GLOBE BUSINESS RESOURCES, INC.,
                    Spectrum Office Tower
                    11260 Chester Road, Suite 400
                    Cincinnati, Ohio 45246
                    Attention:  Sharon G. Kebe, Senior Vice President, Finance

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

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


<PAGE>



     2.  Representations,  Warranties and Covenants of Borrower. To induce Banks
to enter into this Amendment, Borrower represents and warrants as follows:

     (a)  Other than as set forth on  Schedule  5.3 and  Schedule  5.9  attached
          hereto,  the  representations  and warranties of Borrower contained in
          Section 5 of the  Agreement  are deemed to have been made again on and
          as of the  date of  execution  of this  Amendment,  and are  true  and
          correct as of the date of execution hereof.

     (b)  No Event of  Default  (as such  term is  defined  in  Section 8 of the
          Agreement)  or event or  condition  which,  with the  lapse of time or
          giving of notice or both,  would constitute an Event of Default exists
          on the date hereof.

     (c)  The person  executing  this  Amendment  and the Amended  and  Restated
          Revolving  Notes, is a duly elected and acting officer of Borrower and
          is duly  authorized  by the Board of  Directors of Borrower to execute
          and deliver this Amendment and such note on behalf of Borrower.

     3. Conditions.  Banks'  obligations under this Amendment are subject to the
following conditions:

     (a)  Borrower  shall have  executed and  delivered to Banks the Amended and
          Restated  Revolving  Notes in the form  attached  hereto  as  Exhibits
          2.1(e)(i), (ii) and (iii) respectively.

     (b)  The Banks shall have been furnished copies, certified by the Secretary
          or assistant  Secretary of Borrower,  of  resolutions  of the Board of
          Directors of Borrower authorizing the execution of this Amendment, the
          Exhibits  hereto  and  all  other  documents  executed  in  connection
          herewith  which  resolutions  will be in the form  attached  hereto as
          Exhibit A.

     (c)  The  representations  and  warranties  of Borrower in Section 2 hereof
          shall be true and correct on the date of execution of this Amendment.

     (d)  On the execution  date of this First  Amendment,  Borrower will pay to
          Agent a fee in the  amount of  $10,000  (the  "Agent  Fee"),  which is
          intended to reimburse Agent for its costs and expenses associated with
          the arrangement  and  facilitation  of the  transactions  contemplated
          under this Amendment.  Neither PNC nor Norwest shall  participation in
          the Agent Fee.

     4. General.

     (a)  Except as expressly  modified hereby,  the Agreement remains unaltered
          and in full force and effect.  Borrower  acknowledges  that Banks have
          made no oral representations to Borrower with respect to the Agreement
          and this Amendment thereto and that all prior  understandings  between
          the parties are merged into the  Agreement as amended by this writing.
          All Loans outstanding on the date of execution of this Amendment shall
          be  considered  for all  purposes  to be Loans  outstanding  under the
          Agreement as amended by this Amendment.

     (b)  Capitalized  terms used and not otherwise defined herein will have the
          meanings set forth in the Agreement.

     (c)  Nothing  contained  herein will be construed as waiving any default or
          Event of  Default  under the  Agreement  or will  affect or impair any
          right,  power or  remedy  of the Banks  under or with  respect  to the
          Loans, the Agreement,  as amended,  the Note, as amended and restated,
          or any  agreement or  instrument  guaranteeing,  securing or otherwise
          relating to the Loans.




<PAGE>






     (d)  This Amendment  shall be considered an integral part of the Agreement,
          and all  references to the  Agreement in the  Agreement  itself or any
          document  referring  thereto shall, on and after the date of execution
          of this  Amendment,  be deemed to be  references  to the  Agreement as
          amended by this Amendment.

     (e)  This  Amendment  will be  binding  upon and  inure to the  benefit  of
          Borrower and Banks and their respective successors and assigns.

     (f)  All representations,  warranties and covenants made by Borrower herein
          will survive the execution and delivery of this Amendment.

     (g)  This  Amendment  will, in all  respects,  be governed and construed in
          accordance with the laws of the State of Ohio.

     (h)  This  Amendment may be executed in one or more  counterparts,  each of
          which  will be  deemed  an  original  and all of which  together  will
          constitute one and the same instrument.

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

                                    GLOBE BUSINESS RESOURCES, INC.

                                    By: /s/Sharon G. Kebe
                                       -----------------------------------------

                                    Its: Senior Vice President-Finance 
                                         and Treasurer


                                    PNC BANK, OHIO, NATIONAL ASSOCIATION

                                    By:  /s/Christopher R. Ramos
                                       -----------------------------------------

                                    Its: Vice President



                                    NORWEST LOAN PARTNERS, a division of Norwest
                                    Bank Minnesota, N.A.

                                    By:  /s/R. Duncan Sinclair
                                       -----------------------------------------
                                            R. Duncan Sinclair

                                    Its:  Vice President



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


                                    By:  /s/David B. Haas
                                       -----------------------------------------

                                    Its:  Vice President







<PAGE>






                                EXHIBIT 2.1(E)(I)

                              AMENDED AND RESTATED
                                 REVOLVING NOTE

$20,000,000                                                     Cincinnati, Ohio
                                                              September 29, 1997
                                    First Amendment and Restatement May 14, 1998
                                                                (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,  dated  September  29, 1997,  as
amended  by the First  Amendment  thereto,  dated of even date  herewith  by and
between  Borrower,  The Fifth Third Bank, Agent, The Fifth Third Bank, PNC Bank,
Ohio, National Association and Norwest Loan Partners,  as Banks, as the same may
be further 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 June 1, 1998
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





<PAGE>






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 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. The aggregate
unpaid  principal  amount  of all  loans  set  forth  in  such  records  will be





<PAGE>






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 is being executed in substitution for the Note,  originally dated
September 29, 1997, in the principal amount of $20,000,000, and is not delivered
in repayment thereof.

     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:  /s/Sharon G. Kebe
                                              ---------------------------

                                            Its: Senior Vice President-Finance 
                                                 and Treasurer







<PAGE>






                               EXHIBIT 2.1(E)(II)

                              AMENDED AND RESTATED
                                 REVOLVING NOTE

$15,000,000                                                     Cincinnati, Ohio
                                                              September 29, 1997
                                    First Amendment and Restatement May 14, 1998
                                                                (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
Fifteen Million Dollars  ($15,000,000) or such lesser unpaid principal amount as
may be advanced by Bank  pursuant  to the terms of the Credit  Agreement,  dated
September 29, 1997,  as amended by the First  Amendment  thereto,  dated of even
date herewith by and between  Borrower,  The Fifth Third Bank,  Agent, The Fifth
Third Bank, PNC Bank, Ohio, National  Association and Norwest Loan Partners,  as
Banks, as the same may be further 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 June 1, 1998
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





<PAGE>






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 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. The aggregate
unpaid  principal  amount  of all  loans  set  forth  in  such  records  will be





<PAGE>






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 is being executed in substitution for the Note,  originally dated
September 29, 1997, in the principal amount of $10,000,000, and is not delivered
in repayment thereof.

     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:  /s/Sharon G. Kebe
                                              ----------------------------------

                                            Its: Senior Vice President-Finance 
                                                 and Treasurer




<PAGE>






                               EXHIBIT 2.1(E)(III)

                                 REVOLVING NOTE


$10,000,000                                                     Cincinnati, Ohio
                                                                    May 14, 1998
                                                                (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 NORWEST  LOAN  PARTNERS,  a division of
Norwest Bank Minnesota,  N.A. (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,  dated September
29, 1997, as amended by the First Amendment thereto, dated of even date herewith
by and between Borrower,  The Fifth Third Bank, Agent, The Fifth Third Bank, PNC
Bank,  Ohio,  National  Association and Norwest Loan Partners,  as Banks, as the
same may be further 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 June 1, 1998
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 LIBOR





<PAGE>






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. 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.




<PAGE>




     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.

     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:  /s/Sharon G. Kebe
                                               -------------------------------

                                            Its:  Senior Vice President-Finance
                                                  and Treasurer





<PAGE>






                                  SCHEDULE 5.3

                                   LITIGATION




<PAGE>






                                  SCHEDULE 5.9

                                      TITLE




<PAGE>






                                    EXHIBIT A

                         GLOBE BUSINESS RESOURCES, INC.

                             CERTIFICATE OF BORROWER

                            RE: $45,000,000 FINANCING