2

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.  20549


                              FORM 10-Q

      [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 29, 2000   Commission File No.  1-
                                                                 10892

                                  OR

      [    ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934



                        HAROLD'S STORES, INC.
        (Exact name of registrant as specified in its charter)



        Oklahoma                                     73-1308796
    (State or other                                (IRS Employer
    jurisdiction of                             Identification No.)
    incorporation or
     organization)

765 Asp Norman, Oklahoma                           (405) 329-4045
         73069                                (Registrant's telephone
 (Address of  principal                               number,
   executive offices)                           including area code)
       (Zip Code)

Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.

               Yes   [X]                      No   [   ]

Indicate  the  number of shares outstanding of each  of  the  issuer's
classes of common stock, as of the latest practicable date.

As  of  August 31, 2000, the registrant had 6,075,067 shares of Common
Stock outstanding.


                  Harold's Stores, Inc. & Subsidiaries
                                Index to
                      Quarterly Report on Form 10-Q
                   For the Period Ended July 29, 2000


Part I - FINANCIAL INFORMATION                                           Page

Item 1. Financial Statements

        Consolidated Balance Sheets - July 29, 2000 (unaudited) and        3
          January 29, 2000

        Consolidated Statements of Operations -
          Thirteen Weeks and Twenty-Six Weeks ended July 29, 2000          5
          (unaudited) and July 31, 1999 (unaudited)

        Consolidated Statements of Cash Flows -
          Twenty-Six Weeks ended July 29, 2000 (unaudited) and July        6
          31, 1999 (unaudited)

        Notes to Interim Consolidated Financial Statements                 7

        Report of Independent Public Accountants                           9

Item 2. Management's Discussion and Analysis of Financial Condition and   10
        Results of Operations

Part II - OTHER INFORMATION

Item 1. Legal Proceedings                                                 12

Item 4. Submission of Matters to a Vote of Security Holders               12

Item 6. Exhibits and Reports on Form 8-K                                  13

        Signatures                                                        15


       HAROLD'S STORES, INC. AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEETS
                       ASSETS
                   (In Thousands)

                                    July 29,    January 29,
                                      2000         2000
                                  (Unaudited)

Current assets:

Cash and cash equivalents           $   659      $   721
Trade accounts receivable, less
allowance for doubtful accounts
of $200 in July and January           5,997        6,413
Note and other receivables              155        2,247
Merchandise inventories              31,504       37,357
Prepaid expenses                      2,848        2,514
Prepaid income tax                    1,594        1,368
Deferred income taxes                 1,582        1,582

Total current assets                 44,339       52,202

Property and equipment, at cost      35,014       33,983
Less accumulated depreciation
and amortization                    (14,120)     (12,665)

Net property and equipment           20,894       21,318

Deferred income taxes, non-
current                                 232          232
Goodwill (net)                        3,477            -
Other assets                            117          127

Total assets                        $69,059      $73,879




       HAROLD'S STORES, INC. AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS
        LIABILITIES AND STOCKHOLDERS' EQUITY
          (In Thousands Except Share Data)

                                   July 29,    January 29,
                                     2000         2000
                                  (Unaudited)

Current liabilities:

Accounts payable                   $  4,124    $  6,329
Redeemable gift certificates            577         966
Accrued bonuses and payroll
expenses                              1,054       1,294
Accrued rent expense                    756         529
Current maturities of long-term
debt                                  1,665         630

Total current liabilities             8,176       9,748

Long-term debt, net of current
maturities                           25,120      27,063

Stockholders' equity:

Preferred stock of $.01 par value
 Authorized 1,000,000 shares;
 none issued                              -           -
Common stock of $.01 par value
 Authorized 25,000,000 shares;
   issued and outstanding
   6,075,067 in July and
   6,075,182 in January                  61          61
Additional paid-in capital           34,170      34,170
Retained earnings                     1,534       2,838
                                     35,765      37,069
Less:  Treasury stock of
   205 shares in July and 90
   shares in January recorded
   at cost                                2           1
Total stockholders' equity           35,763      37,068

Total liabilities and
stockholders' equity                $69,059     $73,879



             HAROLD'S STORES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
              (In Thousands Except Per Share Data)

                                 13 Weeks Ended        26 Weeks Ended
                               July 29,   July 31,   July 29,   July 31,
                                 2000       1999       2000       1999
                                              (Unaudited)

Sales                          $28,600   $29,828     $62,923    $65,128

Costs and expenses:
Costs of goods sold (including
occupancy and central buying
expenses, exclusive of items
shown separately below)         21,251    19,310      44,594     42,530

Selling, general and
administrative expenses          8,051     9,113      17,417     18,943

Depreciation and amortization    1,120     1,084       2,229      2,233

Interest expense                   425       182         857        398

                                30,847    29,689      65,097     64,104

Earnings (loss) before income
taxes                           (2,247)      139      (2,174)     1,024

Provision (benefit) for
income taxes                      (899)       45        (870)       399

Net earnings (loss)             (1,348)       94      (1,304)       625


Net earnings (loss) per common
share:
Basic and diluted                $(.22)     $.02      $(.21)      $.10

Weighted average number of
common shares - basic            6,075     6,075       6,075     6,074




        HAROLD'S STORES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (In Thousands)

                                       26 Weeks Ended
                                    July 29,    July 31,
                                      2000        1999
                                         (Unaudited)

Cash flows from operating
activities:
Net earnings (loss)                  $(1,304)   $   625
Adjustments to reconcile net
earnings (loss) to net cash
provided by (used in) operating
activities:
Depreciation and amortization          2,229      2,233
Gain on sale of assets                  (255)        (4)
Shares issued under employee
incentive plan                             -          9
Changes in assets and
liabilities:
Decrease (increase) in trade and
other accounts receivable              1,088       (795)
Decrease (increase) in
merchandise inventories                5,853     (3,971)
Increase in prepaid expenses            (236)      (730)
Increase in prepaid income tax          (226)         -
Decrease in other assets                  10        195
Decrease in accounts payable          (2,205)      (728)
Decrease in accrued expenses            (402)      (725)
Decrease in income taxes payable           -       (460)

Net cash provided by (used in)
operating activities                   4,552     (4,351)

Cash flows from investing
activities:
Acquisition of property and
equipment                            (1,998)     (1,642)
Proceeds from disposal of
property and equipment                  839           7
Payments received for notes
receivable                               35         583

Net cash used in investing
activities                           (1,124)     (1,052)

Cash flows from financing
activities:
Payments on long-term debt             (844)       (680)
Advances on revolving line of
credit                                21,448     27,367
Payments on revolving line of
credit                               (24,094)   (21,252)

Net cash provided by (used in)
financing activities                  (3,490)     5,435

(Decrease) increase in cash              (62)        32
Cash and cash equivalents at
beginning of period                      721        450
Cash and cash equivalents at end
of period                           $    659   $    482

Non-cash investing and financing
activities
Debt issued to purchase stock of
CMT                                    2,545          -
Capital lease obligation assumed
in acquisition of CMT                     37          -


                 HAROLD'S STORES, INC. AND SUBSIDIARIES
           NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                     July 29, 2000 and July 31, 1999
                               (Unaudited)

1.   Unaudited Interim Periods

      In the opinion of the Company's management, all adjustments (all of
which  are  normal and recurring) have been made which are  necessary  to
fairly  state the financial position of the Company as of July  29,  2000
and  the  results of its operations and cash flows for the  thirteen-week
periods  and  twenty-six-week periods ended July 29, 2000  and  July  31,
1999.  The results of operations for the thirteen-week periods and twenty-
six-week  periods  ended  July  29,  2000  and  July  31,  1999  are  not
necessarily indicative of the results of operations that may be  achieved
for the entire fiscal year.

2.   Definition of Fiscal Year

      The Company has a 52-53 week fiscal year which ends on the Saturday
closest to January 31.  The period from January 30, 2000 through February
3, 2001, has been designated as fiscal 2001.

3.   Derivatives

     From time to time the Company utilizes forward exchange contracts to
secure firm pricing related to purchase commitments to be denominated  in
foreign currencies.  The Company's objective in managing its exposure  to
foreign  currency exchange rate fluctuations is to reduce the  impact  of
adverse  fluctuations in earnings and cash flows associated with  foreign
currency  exchange  rate  changes.  The Company  regularly  monitors  its
foreign  exchange  exposures to ensure the overall effectiveness  of  its
foreign currency hedge positions.  Unrealized gains or losses related  to
hedges of firm commitments are deferred and included in the basis of  the
transaction when completed.

4.   Acquisition

          On February 18, 2000, the Company entered into a stock purchase
agreement  pursuant to which the Company purchased all of the issued  and
outstanding  shares  of  CMT  Enterprises,  Inc.  ("CMT"),  a  New   York
corporation.   CMT  is a company exclusively devoted to  product  design,
development and sourcing of the Company's clothing.  The Company issued a
promissory note to Franklin I. Bober, the sole shareholder of CMT, in the
amount of $2.54 million, payable with interest at a monthly rate of .466%
in  thirty (30) monthly installments, and assumed long-term debt of  CMT,
payable  to the Company, in the amount of $1.385 million.  The  net  book
value  of  CMT assets received by the Company was approximately $400,000.
The  purchase  price  was allocated based on the  fair  value  of  assets
acquired.   The excess of the purchase price over the fair value  of  the
net  assets acquired, approximately $3,576,000, was recorded as goodwill.
The goodwill will be amortized over a 15-year period.
     The  Company also entered into a consulting agreement with PrimaTech
Corporation,  an  entity wholly owned by Franklin I.  Bober,  which  will
provide  consulting services to the Company for two years  at  a  fee  of
$405,000 per year, plus potential incentive payments.

5.   Pro forma Financial Information

      The  following  unaudited pro forma financial information  presents
total sales, net earnings (loss) and net earnings (loss) per common share
of the Company after giving effect to the acquisition of CMT Enterprises,
Inc.   The  unaudited pro forma financial information for the  twenty-six
weeks  ended July 29, 2000 gives effect to the acquisition as if  it  had
occurred  at  January  30,  2000.   The  unaudited  pro  forma  financial
information for the twenty-six weeks ended July 31, 1999 gives effect  to
the acquisition as if it had occurred at January 31, 1999.

      The  following  unaudited pro forma information has  been  prepared
from, and should be read in conjunction with, the historical consolidated
financial  statements and related notes thereto of the  Company  and  CMT
Enterprises,   Inc.   The  following  information  is   not   necessarily
indicative of the financial position or operating results that would have
occurred  had  the transaction been consummated on the date,  or  at  the
beginning of the periods, for which the transaction is being given effect
nor is it necessarily indicative of future operating results or financial
position.

                 HAROLD'S STORES, INC.
        UNAUDITED PRO FORMA FINANCIAL STATEMENTS

                         13 Weeks Ended      26 Weeks Ended
                       July 29,  July 31,  July 29,  July 31,
                         2000     1999       2000      1999

Sales                  $28,600   $29,827   $62,923   $65,181
Net earnings (loss)     (1,348)      214    (1,304)    1,028
Net earnings (loss)
per common share:
Basic and diluted       ($0.22)    $0.04    ($0.21)    $0.17

6.   Related Party Transaction

     On July 28, 2000, the Company entered into a real estate transaction
with  a limited partnership whose partners are stockholders and directors
of  the Company.  Under this sale agreement, some land and some buildings
owned by the Company were  sold, at  appraised  value,  to  this  limited
partnership for  a  total sales price of $746,000.  Total proceeds to the
Company were approximately $735,000 after selling expenses and the  total
gain recognized by the Company was approximately $286,000.   The  limited
partnership obtained its own financing for the purchase price.  Also, all
surveys,  inspections  and appraisals related to  this  transaction  were
performed  by  independent  professionals  with  no  affiliation  to  the
Company.

7.   Long-term Debt

     Effective  for the second quarter ended July 29, 2000,  the  Company
entered  into an amended credit  agreement with its primary  lender which
expires  June 30, 2002.  The  Company  and  the  lender  have  agreed  to
restructure  the  original  loan  into  two  separate  credit  facilities
consisting of a secured term facility in the maximum  principal amount of
$9,231,248 payable quarterly and amortized over five years and a  secured
revolving  credit facility  (with a letter of credit  subfacility) in the
maximum aggregate principal amount of $20,000,000.  The principal amounts
are secured by the Company's unsecured  assets which consist primarily of
inventory and accounts receivable.  Other changes under the new agreement
include  revisions of  covenants which have  enabled the Company to be in
compliance at July 29, 2000 with the covenants set forth in the agreement.

                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Stockholders of
Harold's Stores, Inc.:

We  have reviewed the accompanying consolidated balance sheet of Harold's
Stores,  Inc. (an Oklahoma corporation) and its subsidiaries as  of  July
29,  2000, and the related consolidated statements of operations and cash
flows  for  the  thirteen week and twenty-six week  periods  then  ended.
These  financial  statements  are  the responsibility  of  the  Company's
management.

We  conducted our review in accordance with standards established by  the
American Institute of Certified Public Accountants.  A review of  interim
financial   information  consists  principally  of  applying   analytical
procedures  to financial data and making inquiries of persons responsible
for  financial and accounting matters.  It is substantially less in scope
than  an  audit conducted in accordance with auditing standards generally
accepted  in the United States, the objective of which is the  expression
of  an  opinion  regarding the financial statements  taken  as  a  whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications  that
should be made to the financial statements referred to above for them  to
be  in  conformity with accounting principles generally accepted  in  the
United States.



                                   ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
    September 12, 2000
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

       From  time  to  time,  the  Company  may  publish  forward-looking
statements  relating  to certain matters including anticipated  financial
performance, business prospects, the future opening of stores,  inventory
levels,  anticipated  capital  expenditures,  and  other  matters.    All
statements  other  than statements of historical fact contained  in  this
Form  10-Q  or  in  any  other report of the Company are  forward-looking
statements.   The  Private  Securities  Litigation  Reform  Act  of  1995
provides  a  safe  harbor for forward-looking statements.   In  order  to
comply  with  the  terms of that safe harbor, the Company  notes  that  a
variety  of  factors, individually or in the aggregate, could  cause  the
Company's  actual  results and experience to differ materially  from  the
anticipated  results  or other expectations expressed  in  the  Company's
forward-looking statements including, without limitation, the  following:
consumer  spending trends and habits; competition in the retail  clothing
segment; weather conditions in the Company's operating regions; laws  and
government   regulations;  general  business  and  economic   conditions;
availability  of capital; success of operating initiatives and  marketing
and  promotional  efforts;  and  changes  in  accounting  policies.    In
addition, the Company disclaims any intent or obligation to update  those
forward-looking statements.

Results of Operations

      The  following  table  sets forth for the  periods  indicated,  the
percentage  of net sales represented by items in the Company's  statement
of operations.

                                   13 Weeks Ended      26 Weeks Ended
                                  July 29,  July 31,  July 29,  July 31,
                                    2000      1999      2000     1999

Sales                              100.0%    100.0%    100.0%    100.0%

Costs of goods sold                (74.3)    (64.7)    (70.9)    (65.3)

Selling, general and
administrative expenses            (28.1)    (30.6)    (27.7)    (29.1)

Depreciation and amortization       (3.9)     (3.6)     (3.5)     (3.4)

Interest expense                    (1.5)     (0.6)     (1.4)     (0.6)

Earnings (loss) before income
taxes                               (7.8)      0.5      (3.5)      1.6

(Provision) benefit for
income taxes                         3.1      (0.2)      1.4      (0.6)

Net earnings (loss)                 (4.7)%     0.3%     (2.1)%     1.0%


      The  following table reflects the sources of the changes in Company
sales for the periods indicated.


                                   13 Weeks Ended      26 Weeks Ended
                                  July 29,  July 31,  July 29,  July 31,
                                    2000      1999      2000     1999

Sales (000's)                      28,600    29,828    62,923    65,128

Total sales growth                   (4.1)%     7.5%     (3.4)%     6.3%
Change in comparable store
sales
(52 week basis)                     (10.3)%     1.3%    (10.0)%     1.9%

Store locations:
Existing stores                        52        46        51        44
Stores closed                           0         -         0        (1)
New stores opened                       1         2         2         5
Total stores at end of period          53        48        53        48

      The  Company  opened  one new location in  San  Marcos,  Texas  and
relocated a store in Atlanta, Georgia to the Perimeter Center during  the
thirteen  weeks ended July 29, 2000 compared to the opening  of  two  new
locations  in  the comparable period of the prior year.  The  decline  in
total  sales  growth  and  comparable store  sales  growth  is  primarily
attributable  to disappointing spring and summer ladies'  business.   The
Company's  ladies'  merchandise assortment strayed from  its  classically
inspired  roots  and did not meet the needs of the more conservative  and
professional  guests.  The Company was somewhat encouraged  by  sales  on
certain  ladies'  apparel  items reflecting  interpretations  of  current
trends,  however.  The Company has recently completed a brand audit  with
The  Richards Group, fortifying its commitment to manufacture classically
inspired apparel that is appropriately current.  The Company's management
attributes a departure from this focus as the primary reason behind  poor
sales figures.

      The  Company's  gross margin was 25.7% for the  second  quarter  of
fiscal  2001, as compared to 35.3% in the same period of last year.   The
decline  is  primarily attributable to increased markdowns on the  spring
and  summer merchandise during second quarter in order to clear inventory
and  introduce the fall collection that has a decidedly more conservative
look.   In addition, the occupancy costs did not leverage as planned  due
to the sales shortfall during the period.

      Selling, general and administrative expenses (including advertising
and  catalog  production  costs)  as a percent  of  sales  decreased  2.5
percentage  points from the second quarter of fiscal 2000 to  the  second
quarter of fiscal 2001.  The decrease can generally be attributed  to  an
emphasis on expense controls, combined with reductions of advertising and
catalog expenditures.

      The  average balance of total outstanding debt was $29,033,000  for
the  quarter ended July 29, 2000 compared to $18,368,000 for  the  second
quarter  of  fiscal  2000.  This increase in  average  balances  resulted
principally  from  borrowing  associated with  capital  expenditures  and
inventories  related to new store openings as well as the acquisition  of
CMT Enterprises, Inc. on February 18, 2000.  Also, average interest rates
on  the  Company's line of credit were slightly higher  for  the  quarter
ended July 29, 2000 compared to second quarter of the prior fiscal year.

Capital Expenditures, Capital Resources and Liquidity

      Cash  Flows  From  Operating Activities.  For the twenty-six  weeks
ended  July  29,  2000,  net  cash provided by operating  activities  was
$4,552,000  as  compared  to  net cash used in  operating  activities  of
$4,351,000  for  the  same period of fiscal 2000.  The  increase  can  be
primarily  attributed  to  a  decrease of  $5,853,000  in  the  Company's
inventories  for the twenty-six weeks ended July 29, 2000 as compared  to
an  increase  of  $3,971,000 for the same period  of  fiscal  2000.   The
significant decrease in inventory levels for the quarter ended  July  29,
2000  is attributable to a focused effort to edit assortments and  reduce
inventory.   The  increase for the prior year is  primarily  due  to  the
opening  of  two new stores in the second quarter of fiscal  2000.  Also,
period  to  period  differences  in timing  of  inventory  purchases  and
deliveries  will  affect  comparability  of  cash  flows  from  operating
activities.

     Cash Flows From Investing Activities. For the twenty-six weeks ended
July  29,  2000, net cash used in investing activities totaled $1,124,000
compared to net cash used in investing activities of $1,052,000  for  the
same  period in fiscal 2000.  Capital expenditures were invested  in  new
stores, and remodeling and equipment expenditures in existing operations.
Capital  expenditures were the primary reason for the  increase  in  cash
used in investing activities, however, this increase was partially offset
by the proceeds received from a real estate sale the Company entered into
during the quarter ended July 29, 2000.

      Cash  Flows From Financing Activities.  During the twenty-six weeks
ended  July  29,  2000,  the Company made periodic borrowings  under  its
revolving  long-term  line of credit to finance its inventory  purchases,
product   development  and  private  label  programs,  store   expansion,
remodeling and equipment purchases.  For the twenty-six weeks ended  July
29,  2000,  net  cash  used  in financing activities  totaled  $3,490,000
compared  to net cash provided by financing activities of $5,435,000  for
the  same  period in fiscal 2000.  The increase in cash used in financing
activities  is  mainly  attributable to decreased store  expansion  which
enabled the Company to pay down more of its revolving line of credit than
it  utilized during the quarter.  Another notable use of cash during  the
quarter  was  the  Company's  installment payments  related  to  the  CMT
acquisition.

      The Company has available a long-term line of credit with its bank.
This  line had an average balance of $22,821,000 and $14,507,000 for  the
twenty-six  weeks  ended July 29, 2000 and July 31,  1999,  respectively.
During the twenty-six weeks ended July 29, 2000, this line of credit  had
a  high  balance of $23,155,000 compared to a high balance of $18,984,000
for the twenty-six weeks ended July 31, 1999.  The balance outstanding on
July 29, 2000 was $20,749,000 compared to $18,984,000 on July 31, 1999.

     Liquidity.   The  Company  considers the following  as  measures  of
liquidity and capital resources as of the dates indicated:

                            July 29,   January 29,    July 31,
                              2000         2000         1999

Working capital (000's)       $36,163     $42,454     $40,483
Current ratio                  5.42:1      5.36:1      7.67:1
Ratio of working capital
to total assets                 .52:1       .57:1       .59:1
Ratio of total debt to
stockholders' equity            .75:1       .75:1       .56:1


      The  Company's  primary  needs for liquidity  are  to  finance  its
inventories  and revolving charge accounts and to invest in  new  stores,
remodeling,  fixtures  and  equipment.  Cash  flow  from  operations  and
proceeds from credit facilities represent the Company's principal sources
of  liquidity.  Management anticipates these sources of liquidity  to  be
sufficient in the foreseeable future.

     As  the Company's growth continues, cash flow may require additional
borrowed  funds  that  may  cause an increase in  interest  expense.   In
addition,  rising interest rates could have a similar impact on  interest
expense.  However, the Company is committed to reducing its average  debt
levels  in  the  coming  fiscal  year through  a  number  of  initiatives
including  the reduction of inventory levels through improved editing  of
assortments  and  better flow of goods; lowering of capital  expenditures
due to slower expansion; and improving the Company's profitability.

Seasonality

      The Company's business is subject to seasonal influences, with  the
major  portion of sales realized during the fall season (third and fourth
quarters)  of  each  fiscal year, which includes the  back-to-school  and
Holiday selling seasons.  In light of this pattern, selling, general  and
administrative  expenses are typically higher as a  percentage  of  sales
during the spring season (first and second quarters) of each fiscal year.

Inflation

      Inflation affects the costs incurred by the Company in its purchase
of  merchandise  and  in certain components of its selling,  general  and
administrative expenses.  The Company attempts to offset the  effects  of
inflation  through price increases and control of expenses, although  the
Company's ability to increase prices is limited by competitive factors in
its  markets.   Inflation has had no meaningful effect on  the  Company's
operations.

Impact of Year 2000

     The  year 2000 problem concerns the inability of information systems
to  recognize  properly  and  process date-sensitive  information  beyond
December  31,  1999.   At the time of this filing, the  Company  had  not
experienced any year 2000 problems with any of its financial or operating
systems  or  with  any of its suppliers.  The Company  will  continue  to
monitor  these  systems,  but  it does not  anticipate  any  problems  or
significant expenditures in the future.


                                 PART II

ITEM 1.        LEGAL PROCEEDINGS

      The  Company  is  from time to time involved in routine  litigation
incidental to the conduct of its business.  As of this date, the  Company
is  not  a  party to, nor is any of its property subject to, any material
pending legal proceedings.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The 2000 Annual Meeting of Shareholders of the Company was held  on
June  22,  2000.  The following matters were submitted to a vote  of  the
Company's shareholders:

  1.    The  election of ten directors (constituting the entire board  of
directors)  for  the  ensuing year and until their  successors  are  duly
elected  and  qualified.  The results of the election for  each  director
were as follows:


                                     Votes
     Director         Votes For     Withheld

Harold G. Powell      4,463,815      935,640

Rebecca Powell
Casey                 4,192,259    1,207,196

H. Rainey Powell      4,192,901    1,206,554

Robert L. Anderson    4,462,606      936,849

Michael T. Casey      4,192,207    1,207,248

Robert B. Cullum,
Jr.                   4,463,662      935,793

Margaret A.
Gilliam               4,462,657      936,798

W. Howard Lester      4,463,506      935,949

Leonard M. Snyder     4,462,657      936,798

William F.
Weitzel, Ph.D.        4,463,814      935,641

  2.   The proposal to amend the 1993 Performance and Equity Incentive Plan
of  the Company as described in the Proxy Statement of the Company  dated
May 12, 2000, was approved as follows:

  Votes         Votes
   For         Against     Abstentions

3,084,925    1,242,424       6,673

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:  The following exhibits are filed as part of this Form 10-
          Q:

          No.  Description

          10.1   Fourth Amended and Restated Credit Agreement  dated
                 September 12, 2000 between Registrant and  Bank  of
                 America, N.A.

          27.1   Financial Data Schedule

      (b)   Reports on Form 8-K:  There were no reports on Form 8-K filed
by the Company during the fiscal quarter ended July 29, 2000.

                            INDEX TO EXHIBITS

           No.  Description

          10.1   Fourth Amended and Restated Credit Agreement  dated
                 September 12, 2000 between Registrant and  Bank  of
                 America, N.A.

          27.1   Financial Data Schedule


                               SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf  by
the undersigned, hereunto duly authorized.



                          HAROLD'S STORES, INC.

                        By:  /s/ H. Rainey Powell
                            H. Rainey Powell
                   President, Chief Operating Officer

                         By: /s/ Jodi L. Taylor
                             Jodi L. Taylor
                         Chief Financial Officer


Date: September 12, 2000
                                                             Exhibit 10.1



              FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
                     Dated as of September 12, 2000

                                  among

                          HAROLD'S STORES, INC.

                          BANK OF AMERICA, N.A.
 as Administrative Agent, Collateral Agent, Lead Arranger, Book Manager,
              Swing Line Lender, Fronting Agent and Lender

                                   and

              THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO




              FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

      THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is made effective
as  of  the  12th   day  of September, 2000, HAROLD'S  STORES,  INC.,  an
Oklahoma  corporation (the "Company"), the several financial institutions
from  time  to time party to this Agreement (collectively, the  "Lenders"
and  individually,  a "Lender"), and BANK OF AMERICA,  N.A.,  a  national
banking  association formerly NationsBank, N.A., as  Swing  Line  Lender,
Lead Arranger, Book Manager and as agent for the Lenders ("BofA").

     WHEREAS, the Company and BofA have previously entered into a certain
Third  Amended and Restated Credit Agreement dated November 10, 1997,  as
amended  by  a  First  Amendment to Third  Amended  and  Restated  Credit
Agreement dated effective June 30, 1998, as amended by a Second Amendment
to Third Amended and Restated Credit Agreement dated effective August 31,
1998,  as  amended  by  a Third Amendment to Third Amended  and  Restated
Credit  Agreement dated effective June 30, 1999, as amended by  a  Fourth
Amendment  to Third Amended and Restated Credit Agreement dated effective
November  24, 1999, as amended by a Fifth Amendment to Third Amended  and
Restated   Credit   Agreement   dated   effective   February   18,   2000
(collectively, the "Original Credit Agreement"), which agreement covers a
certain  extension of credit in the form of a revolving  line  of  credit
from   BofA   to  the  Company  in  the  maximum  principal   amount   of
$30,000,000.00 (the "Original Loan"); and

     WHEREAS,  the  Company  and  BofA have  agreed  to  restructure  the
Original  Loan  into two (2) separate credit facilities consisting  of  a
secured  term  facility in the maximum principal amount of  $9,231,248.00
and  a  secured  revolving  credit facility  (with  a  letter  of  credit
subfacility  and  a  swing  line subfacility) in  the  maximum  aggregate
principal  amount  of  $20,000,000.00, and in connection  therewith,  the
Company  and  BofA  desire  to  amend and  restate  the  Original  Credit
Agreement in its entirety as hereafter described.

 NOW,  THEREFORE,  in consideration of the mutual agreements,  provisions
and covenants contained herein, the parties agree as follows:


                                ARTICLE I
                               DEFINITIONS
1.01  Certain  Defined  Terms.  The following terms  have  the  following
meanings:

          "Account  Debtor" shall mean the party who is obligated  on  or
     under an Account.

          "Accounts"  shall  mean all present and future  rights  of  the
     Company or any Subsidiary to payment for goods sold or leased or for
     services rendered, which are not evidenced by instruments or chattel
     paper, and whether or not they have been earned by performance.

          "Acquisition" shall mean any transaction or series  of  related
     transactions   for  the  purpose  of  or  resulting,   directly   or
     indirectly,  in (a) the acquisition of all or substantially  all  of
     the  assets of a Person, or of any business or division of a Person,
     (b)  the  acquisition  of in excess of 50%  of  the  capital  stock,
     partnership interests, membership interests or equity of any Person,
     or  otherwise causing any Person to become a Subsidiary,  or  (c)  a
     merger or consolidation or any other combination with another Person
     (other than a Person that is a Subsidiary) provided that the Company
     or the Subsidiary is the surviving entity.

          "Affiliate"  shall  mean, as to any Person,  any  other  Person
     which,  directly or indirectly, is in control of, is controlled  by,
     or  is  under  common control with, such Person. A Person  shall  be
     deemed   to  control  another  Person  if  the  controlling   Person
     possesses, directly or indirectly, the power to direct or cause  the
     direction  of  the  management and policies  of  the  other  Person,
     whether  through  the  ownership  of voting  securities,  membership
     interests, by contract, or otherwise.

          "Agent"  shall  mean  BofA in its capacity  as  agent  for  the
     Lenders  hereunder,  and any successor agent arising  under  Section
     10.09.

          "Agent-Related Persons" shall mean BofA and any successor agent
     arising  under  Section  10.09 and any successor  letter  of  credit
     issuing  bank hereunder, together with their respective  Affiliates,
     and the officers, directors, employees, agents and attorneys-in-fact
     of such Persons and Affiliates.

          "Agent's  Payment Office" shall mean the address  for  payments
     set  forth on Schedule 11.02 or such other address as the Agent  may
     from time to time specify.

          "Aggregate Commitment" shall mean the sum of (a) the  Aggregate
     Revolving   Loan  Commitment  and  (b)  the  Aggregate   Term   Loan
     Commitment.

          "Aggregate Revolving Loan Commitment" shall mean the  aggregate
     Revolving  Loan Commitments of the Lenders, equal to Twenty  Million
     Dollars ($20,000,000.00).

          "Aggregate Term Loan Commitment" shall mean the aggregate  Term
     Loan  Commitments of the Lenders, equal to Nine Million Two  Hundred
     Thirty-one Thousand Two Hundred Forty-eight Dollars ($9,231,248.00).

          "Agreement" shall mean this Fourth Amended and Restated  Credit
     Agreement.

          "Applicable Base Rate Margin" shall mean, subject to  the  last
     sentence of this definition, for any period, the applicable  of  the
     following percentages in effect with respect to such period  as  the
     Leverage  Ratio  of  the  Company shall fall  within  the  indicated
     ranges:

                                       Applicable Base Rate
     Level   Leverage Ratio            Margin
                                           (in basis points)
                            Greater
              Less Than     Than or     Revolving     Term Loan
                            Equal to       Loan
       I                   2.00:1.00       100           100
       II     1.99:1.00    1.50:1.00        50           50
      III     1.49:1.00                     0             0

     The  Leverage Ratio shall be calculated by the Company as of the end
     of  each  fiscal quarter, commencing with the fiscal quarter  ending
     February 3, 2001, and shall be reported to the Agent pursuant  to  a
     Compliance  Certificate  executed by a Responsible  Officer  of  the
     Company  and  delivered pursuant to subsection 7.02(b) hereof.   The
     Applicable Base Rate Margin shall be adjusted, if necessary, on  the
     third Business Day after the delivery of such certificate; provided,
     that if such certificate, together with the financial statements  to
     which such certificate relates, is not delivered to the Agent by the
     fifth  Business  Day after the date on which the  related  financial
     statements  are  due  to  be  delivered to  the  Agent  pursuant  to
     subsection 7.01(a) or (b), then, from such fifth Business Day  until
     the  third  Business  Day after delivery of  such  certificate,  the
     Applicable  Base Rate Margin shall be equal to 100 basis points  for
     Revolving  Loans  and  Term  Loans.  From  the  Closing  Date  until
     adjusted  as described above, the Applicable Base Rate Margin  shall
     be equal to 100 basis points for Revolving Loans and Term Loans.

          "Applicable Commitment Fee Percentage" shall mean,  subject  to
     the last sentence of this definition, for any period, the applicable
     of  the  following percentages in effect with respect to such period
     as the Leverage Ratio of the Company shall fall within the indicated
     ranges:

                                           Applicable Commitment
     Level   Leverage Ratio                 Fee Percentage (in
                                               basis points)
                           Greater Than
              Less Than    or Equal To
       I                    2.00:1.00               50
       II     1.99:1.00     1.50:1.00               50
      III     1.49:1.00                             25

     The  Leverage Ratio shall be calculated by the Company as of the end
     of  each  fiscal quarter, commencing with the fiscal quarter  ending
     February 3, 2001, and shall be reported to the Agent pursuant  to  a
     Compliance  Certificate  executed by a Responsible  Officer  of  the
     Company  and  delivered pursuant to subsection 7.02(b) hereof.   The
     Applicable   Commitment  Fee  Percentage  shall  be   adjusted,   if
     necessary,  on  the third Business Day after the  delivery  of  such
     certificate; provided, that if such certificate, together  with  the
     financial  statements  to  which such certificate  relates,  is  not
     delivered to the Agent by the fifth Business Day after the  date  on
     which  the  related financial statements are due to be delivered  to
     the  Agent  pursuant to subsection 7.01(a) or (b), then,  from  such
     fifth  Business Day until the third Business Day after  delivery  of
     such certificate, the Applicable Commitment Fee Percentage shall  be
     equal  to 50 basis points.  From the Closing Date until adjusted  as
     described above, the Applicable Commitment Fee Percentage  shall  be
     equal to 50 basis points.

          "Applicable LIBOR Rate Margin" shall mean, subject to the  last
     sentence of this definition, for any period, the applicable  of  the
     following percentages in effect with respect to such period  as  the
     Leverage  Ratio  of  the  Company shall fall  within  the  indicated
     ranges:

                                       Applicable LIBOR Rate
     Level   Leverage Ratio            Margin
                                           (in basis points)
                            Greater
              Less Than     Than or     Revolving     Term Loan
                            Equal to       Loan
       I                   2.00:1.00       250           250
       II     1.99:1.00    1.50:1.00       200           200
      III     1.49:1.00                    100           100

     The  Leverage Ratio shall be calculated by the Company as of the end
     of  each  fiscal quarter, commencing with the fiscal quarter  ending
     February 3, 2001, and shall be reported to the Agent pursuant  to  a
     Compliance  Certificate  executed by a Responsible  Officer  of  the
     Company  and  delivered pursuant to subsection 7.02(b) hereof.   The
     Applicable LIBOR Rate Margin shall be adjusted, if necessary, on the
     third Business Day after the delivery of such certificate, with such
     adjustment  to  apply to all Interest Periods then  outstanding  and
     beginning thereafter until the next adjustment date; provided,  that
     if such certificate, together with the financial statements to which
     such certificate relates, is not delivered to the Agent by the fifth
     Business   Day  after  the  date  on  which  the  related  financial
     statements  are  due  to  be  delivered to  the  Agent  pursuant  to
     subsection 7.01(a) or (b), then, from such fifth Business Day  until
     the  third  Business  Day after delivery of  such  certificate,  the
     Applicable  Offshore Rate Margin shall be equal to 250 Basis  Points
     for  Revolving  Loans and Term Loans.  From the Closing  Date  until
     adjusted  as  described above, the Applicable Offshore  Rate  Margin
     shall  be  equal  to 250 Basis Points for Revolving Loans  and  Term
     Loans.

          "Approved Fund" shall mean, with respect to any Lender that  is
     a  fund  that invests in bank loans, any other fund that invests  in
     bank  loans and is advised or managed by the same investment advisor
     as such Lender or by an Affiliate of such investment advisor.

          "Asset Disposition" shall have the meaning specified in Section
     8.02.

          "Assignee"  shall  have  the meaning  specified  in  subsection
          11.08(a).

          "Attorney  Costs" shall mean and includes all  reasonable  fees
     and disbursements of any law firm or other external counsel.

          "Bankruptcy Code" shall mean the Federal Bankruptcy Reform  Act
     of 1978 (11 U.S.C. 101, et seq.).

          "Base  Rate" shall mean, for any day, the higher of: (a)  0.50%
     per annum above the latest Federal Funds Rate; and (b)  the rate  of
     interest in effect for such day as publicly announced from  time  to
     time by BofA in San Francisco, California, as its "prime rate." (The
     "prime  rate"  is  a  rate set by BofA based  upon  various  factors
     including   BofA's  costs  and  desired  return,  general   economic
     conditions and other factors, and is used as a reference  point  for
     pricing  some  loans, which may be priced at, above, or  below  such
     announced rate.) Any change in the reference rate announced by  BofA
     shall take effect at the opening of business on the day specified in
     the public announcement of such change.

          "Base Rate Loan" shall mean a Loan that bears interest based on
     the Base Rate.

          "Basis Point" shall mean one one-hundredth of one percent.

          "BofA"  shall  mean Bank of America, N.A., a  national  banking
     association formerly NationsBank, N.A.

          "Borrowing"  shall  mean  a borrowing hereunder  consisting  of
     Revolving  Loans or Term Loans of the same Type made to the  Company
     on the same day by the Lenders under Article II, and, in the case of
     LIBOR Rate Loans, having the same Interest Period.  The making of  a
     Swing Line Loan shall not constitute a Borrowing.

          "Borrowing Base" shall mean at any time an amount equal to  the
     sum  at  such  time of (i) Receivables Availability, (ii)  Inventory
     Availability and (iii) Seasonal Availability.

          "Borrowing  Date"  shall mean any date  on  which  a  Borrowing
     occurs under Section 2.03.

          "Business Day" shall mean any day other than a Saturday, Sunday
     or  other  day on which commercial banks in New York City,  Chicago,
     St.  Louis  or San Francisco are authorized or required  by  law  to
     close and, if the applicable Business Day relates to any LIBOR  Rate
     Loan,  means  such  a day on which dealings are carried  on  in  the
     applicable offshore dollar interbank market.

          "Capital  Adequacy  Regulation" shall  mean  any  guideline  or
     directive  of  any central bank or other Governmental Authority,  or
     any  other law, rule or regulation, whether or not having the  force
     of  law, in each case, regarding capital adequacy of any bank or  of
     any corporation controlling a bank.

          "Capital  Expenditures" shall mean, for  any  period  and  with
     respect  to  any Person, the aggregate of all expenditures  by  such
     Person and its Subsidiaries for the acquisition or leasing of  fixed
     or capital assets or additions to equipment (including replacements,
     capitalized  repairs  and  improvements during  such  period)  which
     should be capitalized under GAAP on a consolidated balance sheet  of
     such Person and its Subsidiaries.

          "Capital  Stock" shall mean (a) in the case of  a  corporation,
     corporate  stock,  (b)  in  the case of an association  or  business
     entity,  any  and all shares, interests, participations,  rights  or
     other  equivalents (however designated) of corporate stock,  (c)  in
     the  case of a partnership or limited liability company, partnership
     or  membership interests (whether general or limited)  and  (d)  any
     other  interest or participation that confers on a Person the  right
     to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person.

          "Cash  Collateralize" shall mean to pledge and deposit with  or
     deliver to the Agent, for the benefit of the Agent, the Issuers  and
     the  Lenders, as additional collateral for the L/C Obligations, cash
     or  deposit account balances pursuant to documentation in  form  and
     substance  reasonably  satisfactory to the  Agent  and  the  Issuers
     (which   documents  are  hereby  consented  to  by   the   Lenders).
     Derivatives  of  such term shall have corresponding  meanings.   The
     Company  hereby grants the Agent, for the benefit of the Agent,  the
     Issuers  and the Lenders, a security interest in all such  cash  and
     deposit  account balances.  Cash collateral shall be  maintained  in
     blocked, non-interest bearing deposit accounts at BofA.

          "CERCLA" shall have the meaning specified in the definition  of
     "Environmental Laws."

          "Change  of  Control" shall mean the occurrence of any  of  the
     following:  (a)  the  sale,  lease, transfer,  conveyance  or  other
     disposition (other than by way of merger or consolidation),  in  one
     or  a series of related transactions, of all or substantially all of
     the  assets of the Company and its Subsidiaries taken as a whole  to
     any  "person"  (as  such  term is used in Section  13(d)(3)  of  the
     Exchange  Act);  (b)  the  adoption  of  a  plan  relating  to   the
     liquidation  or dissolution of the Company; (c) the consummation  of
     any  transaction  (including,  without  limitation,  any  merger  or
     consolidation) the result of which is that any "person" (as  defined
     above)  becomes the "beneficial owner" (as such term is  defined  in
     Rule  13d-3  and Rule 13d-5 under the Exchange Act,  except  that  a
     person  shall  be  deemed  to  have "beneficial  ownership"  of  all
     securities  that such person has the right to acquire, whether  such
     right  is  currently  exercisable or is exercisable  only  upon  the
     occurrence  of  a subsequent condition), directly or  indirectly  of
     more than 25% of the Voting Stock of the Company (measured by voting
     power  rather  than number of shares); (d) the Company  consolidates
     with, or merges with or into, any Person, or any Person consolidates
     with, or merges with or into, the Company in any such event pursuant
     to a transaction in which any of the outstanding Voting Stock of the
     Company is converted into or exchanged for cash, securities or other
     property, other than any such transaction where the Voting Stock  of
     the  Company  outstanding immediately prior to such  transaction  is
     converted  into  or exchanged for Voting Stock of the  surviving  or
     transferee Person constituting a majority of the outstanding  shares
     of  such  Voting  Stock  of  such  surviving  or  transferee  Person
     (immediately  after giving effect to such issuance); or  (e)  during
     any period of 25 consecutive calendar months, commencing on the date
     of this Agreement, the ceasing of those individuals (the "Continuing
     Directors") who (i) were directors of the Company on the  first  day
     of  each  such period or (ii) subsequently became directors  of  the
     Company and whose actual election or initial nomination for election
     subsequent to that date was approved by a majority of the Continuing
     Directors  then  on  the  board  of directors  of  the  Company,  to
     constitute a majority of the board of directors of the Company.

          "Closing  Date"  shall  mean the date on which  all  conditions
     precedent set forth in Section 5.01 are satisfied or waived  by  all
     Lenders (or, in the case of subsection 5.01(e), waived by the Person
     entitled to receive such payment).

          "Code"  shall  mean  the Internal Revenue  Code  of  1986,  and
     regulations promulgated thereunder.

          "Collateral" shall mean all property and interests in  property
     and  proceeds thereof now owned or hereafter acquired by the Company
     and  its   Subsidiaries  in or upon which a Lien  now  or  hereafter
     exists  in  favor  of the Lenders, or the Agent  on  behalf  of  the
     Lenders,   whether  under  this  Agreement,  under  the   Collateral
     Documents  or under any other documents executed by any such  Person
     and delivered to the Agent or the Lenders.

          "Collateral  Documents"  shall  mean,  collectively,  (a)   the
     Security   Agreement,   the  Subsidiary  Security   Agreement,   the
     Subsidiary  Pledge, the Subsidiary Guaranty, the L/C Application(s),
     and all other security agreements, mortgages, deeds of trust, patent
     and  trademark assignments, lease assignments, guarantees and  other
     similar  agreements  between the Company or any  Subsidiary  or  any
     Guarantor  and  the  Lenders or the Agent for  the  benefit  of  the
     Lenders  now  or  hereafter delivered to the Lenders  or  the  Agent
     pursuant  to  or  in  connection with the transactions  contemplated
     hereby, and all financing statements (or comparable documents now or
     hereafter  filed in accordance with the Uniform Commercial  Code  or
     comparable  law)  against  the Company  or  any  Subsidiary  or  any
     Guarantor  as  debtor in favor of the Lenders or the Agent  for  the
     benefit  of  the  Lenders as secured party, and (b) any  amendments,
     supplements,  modifications, renewals, replacements, consolidations,
     substitutions and extensions of any of the foregoing.

          "Commitment",  as to each Lender, shall mean (a) such  Lender's
     Term   Loan  Commitment,  plus  (b)  such  Lender's  Revolving  Loan
     Commitment.

          "Company"  shall have the meaning specified in the introductory
     clause hereto.

          "Compliance Certificate" shall mean a certificate substantially
     in the form of Exhibit C.

          "Contingent  Obligation" shall mean,  as  to  any  Person,  any
     direct  or  indirect  liability  of  that  Person,  whether  or  not
     contingent,  with  or  without recourse, (a)  with  respect  to  any
     Indebtedness, lease, dividend, letter of credit or other  obligation
     (the   "primary  obligations")  of  another  Person  (the   "primary
     obligor"), including any obligation of that Person (i) to  purchase,
     repurchase  or  otherwise acquire such primary  obligations  or  any
     security therefor, (ii) to advance or provide funds for the  payment
     or  discharge of any such primary obligation, or to maintain working
     capital  or  equity capital of the primary obligor or  otherwise  to
     maintain the net worth or solvency or any balance sheet item,  level
     of  income or financial condition of the primary obligor,  (iii)  to
     purchase property, securities or services primarily for the  purpose
     of  assuring the owner of any such primary obligation of the ability
     of  the  primary obligor to make payment of such primary obligation,
     or  (iv) otherwise to assure or hold harmless the holder of any such
     primary  obligation  against  loss  in  respect  thereof  (each,   a
     "Guaranty  Obligation"); (b) with respect to any  Surety  Instrument
     issued  for the account of another Person or as to which that Person
     is  otherwise liable for reimbursement of drawings or payments;  (c)
     to  purchase any materials, supplies or other property from,  or  to
     obtain  the services of, another Person if the relevant contract  or
     other related document or obligation requires that payment for  such
     materials,  supplies or other property, or for such services,  shall
     be  made  regardless of whether delivery of such materials, supplies
     or  other  property is ever made or tendered, or such  services  are
     ever  performed or tendered; or (d) in respect of any Swap Contract.
     The amount of any Contingent Obligation, (v) in the case of Guaranty
     Obligations, shall be deemed equal to the lesser of (i)  the  stated
     or determinable amount of the primary obligation in respect of which
     such   Guaranty  Obligation  is  made  or,  if  not  stated  or   if
     indeterminable,   the  maximum reasonably anticipated  liability  in
     respect thereof, and (ii) the stated amount of the guaranty, (w)  in
     the  case  of  Contingent Obligations in respect of Swap  Contracts,
     shall  be  deemed equal to the aggregate Swap Termination  Value  of
     such  Swap  Contracts, (x) in the case of Contingent Obligations  in
     respect of Surety Instruments other than Non-Surety L/C's, shall  be
     deemed  equal  to  the  probable amount of  the  expected  liability
     thereunder,(y) in the case of Contingent Obligations in  respect  of
     Non-Surety  L/C's, shall be deemed equal to (i) the face  amount  of
     outstanding  Non-Surety L/C's which are not Letters  of  Credit  and
     (ii)  the outstanding amount of L/C Obligations in respect  of  Non-
     Surety  L/C's which are Letters of Credit, and (z) the stated amount
     of all Contingent Obligations described in clause (c) above.

          "Contractual  Obligation" shall mean, as  to  any  Person,  any
     provision of any security issued by such Person or of any agreement,
     undertaking, contract, indenture, mortgage, deed of trust  or  other
     instrument, document or agreement to which such Person is a party or
     by which it or any of its property is bound.

          "Conversion/Continuation Date" shall mean any  date  on  which,
     under  Section 2.04, the Company (a) converts Loans of one  Type  to
     another Type, or (b) continues as Loans of the same Type, but with a
     new  Interest Period, Loans having Interest Periods expiring on such
     date.

          "Credit  Extension" shall mean and includes (a) the  making  of
     any  Loans hereunder, and (b) the Issuance of any Letters of  Credit
     hereunder.

          "Current  Assets" shall mean all assets of the  Company,  on  a
     consolidated  basis,  which  should, in  accordance  with  GAAP,  be
     classified as current assets.

          "Current  Liabilities"  shall  mean  all  liabilities  of   the
     Company,  on a consolidated basis, which should, in accordance  with
     GAAP,  be  classified  as current liabilities,  other  than  current
     maturities in respect of the Loans.

          "Default" shall mean any event or circumstance which, with  the
     giving of notice, the lapse of time, or both, would (if not cured or
     otherwise remedied during such time) constitute an Event of Default.

          "Dollars",  "dollars" and "$" shall each mean lawful  money  of
     the United States.

          "EBITDA"  shall mean, for any period, for the Company  and  its
     Subsidiaries on a consolidated basis, determined in accordance  with
     GAAP,  the sum of (a) the net income (or net loss) for such  period,
     plus  (b)  all  amounts  treated as expenses  for  depreciation  and
     interest  and  the amortization of intangibles of any  kind  to  the
     extent  included in the determination of such net income (or  loss),
     plus  (c)  all accrued taxes on or measured by income to the  extent
     included  in  the determination of such net income  (or  net  loss);
     provided,  however, that net income (or net loss) shall be  computed
     without giving effect to extraordinary losses or extraordinary gains
     or gains or losses arising from the sale of discontinued operations.

          "Effective Amount" shall mean (a) with respect to any Revolving
     Loans,  Swing  Line Loans and Term Loans on any date, the  aggregate
     outstanding  principal amount thereof after  giving  effect  to  any
     Borrowings  and prepayments or repayments of Revolving Loans,  Swing
     Line  Loans  and  Term Loans occurring on such date;  and  (b)  with
     respect  to any outstanding L/C Obligations on any date, the  amount
     of  such  L/C  Obligations on such date after giving effect  to  any
     Issuances of Letters of Credit occurring on such date and any  other
     changes  in the aggregate amount of the L/C Obligations as  of  such
     date,  including  as a result of any reimbursements  of  outstanding
     unpaid drawings under any Letters of Credit or any reductions in the
     maximum amount available for drawing under Letters of Credit  taking
     effect  on  such  date.   For  purposes of  subsection  2.07(a)  the
     Effective  Amount shall be determined without giving effect  to  any
     mandatory prepayments to be made under subsection 2.07(b).

          "Eligible Accounts" shall mean all Accounts of the Company  and
     its  Subsidiaries,  provided  that the following  Accounts  are  not
     Eligible Accounts: (i) Accounts which remain unpaid ninety (90) days
     after the original date of the applicable invoice; (ii) all Accounts
     owing  by  a single Account Debtor, including a currently  scheduled
     Account,  if twenty-five percent (25%) or more of the balance  owing
     by  such  Account  Debtor to the Company or any  Subsidiary  remains
     unpaid  ninety  (90) days after the original date of the  applicable
     invoice  or invoices; (iii) Accounts due by a single Account  Debtor
     which  represent an amount exceeding fifteen (15%)  percent  of  all
     Accounts; provided, however, that with the written consent of Agent,
     such  limitation may be raised to twenty-five (25%) percent or  such
     other  percentage as Agent may allow; (iv) Accounts with respect  to
     which   the   Account  Debtor  is  a  director,  officer,  employee,
     Subsidiary  or  Affiliate of the Company or any  Subsidiary  (except
     proprietary  credit  card accounts); (v) Accounts  with  respect  to
     which  the  Account Debtor is the United States of  America  or  any
     department,  agency or instrumentality thereof unless  such  Account
     has  been  assigned to the Agent in accordance with  the  terms  and
     conditions  of  the  Assignment of Claims  Act  and  the  Collateral
     Documents,  but only to the extent that a notice of assignment  with
     respect to such Account has been executed by each government officer
     and  other  Person required under the Assignment of Claims  Act  and
     such  a  copy  of notice of assignment has been delivered  to  Agent
     provided, however, that no Account existing on or created within the
     30  days  following  the  Closing Date shall  be  deemed  ineligible
     pursuant  to  this  subsection (iv) unless the  provisions  of  this
     subsection (vi) have not been met with respect to such Account on or
     before the 90th day following the Closing Date; (vii) Accounts  with
     respect to which the Account Debtor is not a resident of the  United
     States or Canada, unless the Account Debtor has supplied the Company
     or  applicable  Subsidiary  with an irrevocable  letter  of  credit,
     issued  by a financial institution satisfactory to Agent, sufficient
     to  cover such Account in form and substance satisfactory to  Agent;
     (viii)  Accounts  to  the  extent to which the  Account  Debtor  has
     asserted  a  counterclaim or a right of setoff;  (ix)  Accounts  for
     which  the prospect of payment or performance by the Account  Debtor
     is or will be impaired as determined by Agent in the exercise of its
     reasonable  discretion  and  in accordance  with  Agent's  customary
     business  practices; (x) Accounts with respect to which  Agent  does
     not  have a first and valid fully perfected security interest;  (xi)
     Accounts with respect to which the Account Debtor is the subject  of
     bankruptcy  or  a  similar  insolvency proceeding  or  has  made  an
     assignment  for the benefit of creditors or whose assets  have  been
     conveyed  to a receiver or trustee; (xii) Accounts with  respect  to
     which  the  Account  Debtor's  obligation  to  pay  the  Account  is
     conditional  upon  the  Account Debtor's approval  or  is  otherwise
     subject to any repurchase obligation or return right, as with  sales
     made  on a bill-and-hold, guaranteed sale, sale-and-return, sale  on
     approval  (except with respect to Accounts in connection with  which
     Account Debtors are entitled to return Inventory on the basis of the
     quality of such Inventory) or consignment basis; (xiii) Accounts  to
     the extent that the Account Debtor's indebtedness to the Company  or
     applicable Subsidiary exceeds a credit limit determined by Agent  in
     the exercise of reasonable discretion and in accordance with Agent's
     customary  business practices; and (xiv) Accounts  with  respect  to
     which   the  Account  Debtor  is  located  in  any  State  requiring
     qualification to do business or the filing of a Notice  of  Business
     Activities  Report or similar report in order to permit the  Company
     or  applicable Subsidiary to seek judicial enforcement in such State
     of  payment  of  any such Account, unless the Company or  applicable
     Subsidiary  has  duly  qualified  to  do  business  as   a   foreign
     corporation  in such State or filed a Notice of Business  Activities
     Report  with  the  appropriate office in such  State  for  the  then
     current year.

          "Eligible  Assignee" shall mean (a) a commercial bank organized
     under  the  laws  of  the United States, or any state  thereof,  and
     having a combined capital and surplus of at least $100,000,000;  (b)
     a  commercial  bank  organized under the laws of any  other  country
     which  is a member of the Organization for Economic Cooperation  and
     Development  (the "OECD"), or a political subdivision  of  any  such
     country,  and  having  a combined capital and surplus  of  at  least
     $100,000,000, provided that such bank is acting through a branch  or
     agency  located in the United States; (c) a Person that is primarily
     engaged  in  the business of commercial banking and that  is  (i)  a
     Subsidiary  of a Lender, (ii) a Subsidiary of a Person  of  which  a
     Lender  is  a Subsidiary, or (iii) a Person of which a Lender  is  a
     Subsidiary; (d) as to the Term Loans, (i) an "accredited  investor",
     as  such  term is defined in Rule 501(a) of Regulation D  under  the
     Securities  Act of 1933, as amended (other than the  Company  or  an
     Affiliate  of  the  Company)  or (ii) a finance  company,  insurance
     company   or   other  financial  institution  or  fund  (whether   a
     corporation,  partnership, trust or other entity) that is  primarily
     engaged in the business of making, purchasing or otherwise investing
     in  commercial  loans;  and (e) any other  entity  approved  by  the
     Company and the Agent.

          "Eligible  Inventory" shall mean Inventory of the  Company  and
     its  Subsidiaries held for sale in the ordinary course  of  business
     (but  not  including packaging or shipping materials or  maintenance
     supplies)  which  is  deemed by the Agent in  the  exercise  of  its
     reasonable   discretion  to  be  eligible  for  inclusion   in   the
     calculation  of  the  Borrowing Base, provided  that  the  following
     Inventory  is  not  Eligible  Inventory:  (i)  Inventory  which   is
     obsolete,  not  in  good  condition,  or  not  currently  usable  or
     currently  salable  in the ordinary course of  the  Company's  or  a
     Subsidiary's business; (ii) Inventory consisting of supplies;  (iii)
     Inventory which is not located in the United States or Canada;  (iv)
     after  ninety  (90) days from the date of this Agreement,  Inventory
     located on premises leased by the Company or any Subsidiary  to  the
     extent  that  (a)  the lessor of such premises has  not  executed  a
     landlord  waiver  and consent in form and substance satisfactory  to
     Agent,  (b) the Agent has reasonably determined that the  lessor  of
     such  premises has lien rights in the Inventory granted by the lease
     which have not been waived, or (c) Agent has not otherwise consented
     to  the inclusion of such Inventory due to the refusal of lessors to
     execute and deliver a landlord waiver and consent, which consent  by
     the  Agent for inclusion will not be unreasonably withheld; and  (v)
     Inventory  with  respect  to  which Agent  does  not  have  a  first
     priority, valid and perfected security interest.  Any Inventory  not
     disqualified  under  any  of clauses (i)  through  (v)  is  Eligible
     Inventory unless the Company is notified to the contrary by Agent.

          "Environmental Claims" shall mean all claims, however asserted,
     by  any  Governmental Authority or other Person  alleging  potential
     liability or responsibility for violation of any Environmental  Law,
     or  for  release  or injury to the environment or threat  to  public
     health,  personal  injury (including sickness,  disease  or  death),
     property  damage,  natural resources damage, or  otherwise  alleging
     liability  or  responsibility for damages (punitive  or  otherwise),
     investigation,   cleanup,  removal,  remedial  or  response   costs,
     restitution,  civil  or  criminal penalties, injunctive  relief,  or
     other  type  of  relief, resulting from or based upon the  presence,
     placements,  discharge,  emission or release (including  intentional
     and   unintentional,   negligent  and   non-negligent,   sudden   or
     non-sudden, accidental or non-accidental, placements, spills, leaks,
     discharges, emissions or releases) of any Hazardous Material at, in,
     or  from  any property, whether or not owned by the Company  or  any
     Subsidiary  or  taken  as  collateral, or  in  connection  with  any
     operations of the Company.

          "Environmental  Laws" shall mean all federal,  state  or  local
     laws,  statutes,  common law duties, rules, regulations,  ordinances
     and codes, together with all administrative orders, directed duties,
     requests,  licenses, authorizations and permits of,  and  agreements
     with,  any  Governmental  Authorities,  in  each  case  relating  to
     environmental,  health,  safety  and  land  use  matters,  including
     without   limitation,  the  Comprehensive  Environmental   Response,
     Compensation  and Liability Act of 1980 ("CERCLA"),  the  Clean  Air
     Act,  the  Federal Water Pollution Control Act of  1972,  the  Solid
     Waste  Disposal Act, the Federal Resource Conservation and  Recovery
     Act,  the  Toxic Substances Control Act, and the Emergency  Planning
     and Community Right-to-Know Act.

          "Environmental  Permits" shall have the  meaning  specified  in
     subsection 6.12(b).

          "ERISA" shall mean the Employee Retirement Income Security  Act
     of 1974, and regulations promulgated thereunder.

          "ERISA Affiliate" shall mean any trade or business (whether  or
     not  incorporated) under common control with the Company within  the
     meaning  of  Section 414(b) or (c) of the Code (and Sections  414(m)
     and  (o)  of the Code for purposes of provisions relating to Section
     412 of the Code).

          "ERISA Event" shall mean (a) a Reportable Event with respect to
     a  Pension  Plan;  (b)  a withdrawal by the  Company  or  any  ERISA
     Affiliate  from  a  Pension Plan subject to Section  4063  of  ERISA
     during  a  plan  year  in  which it was a substantial  employer  (as
     defined in Section 4001(a)(2) of ERISA) or a cessation of operations
     which  is  treated  as such a withdrawal under  Section  4062(e)  of
     ERISA;  (c) a complete or partial withdrawal by the Company  or  any
     ERISA  Affiliate  from a Multiemployer Plan or notification  that  a
     Multiemployer Plan is in reorganization; (d) the filing of a  notice
     of  intent  to  terminate, the treatment of a Plan  amendment  as  a
     termination   under  Section  4041  or  4041A  of  ERISA,   or   the
     commencement of proceedings by the PBGC to terminate a Pension  Plan
     or  Multiemployer  Plan;  (e)  an event  or  condition  which  might
     reasonably be expected to constitute grounds under Section  4042  of
     ERISA  for  the termination of, or the appointment of a  trustee  to
     administer,  any  Pension Plan or Multiemployer  Plan;  or  (f)  the
     imposition of any liability under Title IV of ERISA, other than PBGC
     premiums  due but not delinquent under Section 4007 of  ERISA,  upon
     the Company or any ERISA Affiliate.

          "Eurodollar   Reserve  Percentage"  shall  have   the   meaning
     specified in the definition of "Offshore Rate".

          "Event   of   Default"  shall  mean  any  of  the   events   or
     circumstances specified in Section 9.01.

          "Event  of Loss" shall mean, with respect to any property,  any
     of  the  following:  (a) any loss, destruction  or  damage  of  such
     property;   (b)   any  institution  of  any  proceedings   for   the
     condemnation or seizure of such property or for the exercise of  any
     right of eminent domain; or (c) any actual condemnation, seizure  or
     taking, by exercise of the power of eminent domain or otherwise,  of
     such  property, or confiscation of such property or the  requisition
     of the use of such property.



          "Exchange Act" shall mean the Securities Exchange Act  of  1934
     and the regulations promulgated thereunder.

          "FDIC"  shall  mean the Federal Deposit Insurance  Corporation,
     and  any  Governmental Authority succeeding to any of its  principal
     functions.

          "Federal  Funds  Rate" shall mean, for any day,  the  rate  set
     forth in the weekly statistical release designated as H.15(519),  or
     any successor publication, published by the Federal Reserve Bank  of
     New   York  (including  any  such  successor,  "H.15(519)")  on  the
     preceding   Business  Day  opposite  the  caption   "Federal   Funds
     (Effective)";  or,  if for any relevant day  such  rate  is  not  so
     published on any such preceding Business Day, the rate for such  day
     will  be the arithmetic mean as determined by the Agent of the rates
     for  the last transaction in overnight Federal funds arranged  prior
     to  9:00  a.m.  (Central time) on that day by each of three  leading
     brokers  of  Federal funds transactions in Chicago selected  by  the
     Agent.

            "Fixed  Charge Coverage Ratio" shall mean, as of any date  of
     determination,  the  ratio of (a) EBITDA plus  Rents  minus  Capital
     Expenditures for the period of four fiscal quarters ending  on  such
     date  to  (b)  Fixed Charges for the period of four fiscal  quarters
     ending on such date.

          "Fixed Charges" shall mean, with respect to the Company and its
     Subsidiaries   on  a  consolidated  basis,  as  of   any   date   of
     determination, (a) interest expenses paid or accrued on  outstanding
     Indebtedness  for the period of four fiscal quarters ending  on  the
     date  of  determination, plus (b) principal payments on Indebtedness
     required  to  be  made in such period, (c) Rents  due  on  leasehold
     interests of the Company for such period, (d) cash dividends paid by
     the Company during such period, if any, and (e) all the income taxes
     paid by the Company with cash during such period.

           "FRB" shall mean the Board of Governors of the Federal Reserve
     System,  and  any Governmental Authority succeeding to  any  of  its
     principal functions.

          "Funded   Indebtedness"  of  any  Person  shall  mean,  without
     duplication,  (a)  all  Indebtedness  of  such  Person  other   than
     Indebtedness of the types referred to in clauses (c),(h) and (i)  of
     the definition of "Indebtedness", (b) all Contingent Obligations  of
     such Person with respect to Indebtedness of the type referred to  in
     clause (a) above of another Person and (c) Indebtedness of the  type
     referred to in clause (a) above of any partnership or unincorporated
     joint  venture for which such Person is legally obligated or  has  a
     reasonable expectation of being liable.

          "Further Taxes" shall mean any and all present or future taxes,
     levies, assessments, imposts, duties, deductions, fees, withholdings
     or  similar charges (including, without limitation, net income taxes
     and  franchise  taxes),  and all liabilities with  respect  thereto,
     imposed  by any jurisdiction on account of amounts payable  or  paid
     pursuant to Section 4.01.

          "GAAP" shall mean generally accepted accounting principles  set
     forth  from time to time in the opinions and pronouncements  of  the
     Accounting Principles Board and the American Institute of  Certified
     Public   Accountants  and  statements  and  pronouncements  of   the
     Financial  Accounting  Standards Board  (or  agencies  with  similar
     functions  of  comparable  stature and  authority  within  the  U.S.
     accounting profession), which are applicable to the circumstances as
     of the date of determination.

          "Governmental  Authority" shall mean any nation or  government,
     any  state or other political subdivision thereof, any central  bank
     (or  similar monetary or regulatory authority) thereof,  any  entity
     exercising   executive,   legislative,   judicial,   regulatory   or
     administrative  functions of or pertaining to  government,  and  any
     corporation  or other entity owned or controlled, through  stock  or
     capital ownership or otherwise, by any of the foregoing.

          "Government  Contract" shall mean a contract  with  any  United
     States  Governmental Authority and pursuant to which the Company  or
     any  of  its Subsidiaries will be supplying services or goods  which
     are  included in Inventory or Accounts of the Company or any of  its
     Subsidiaries.

          "Government  Subcontract"  shall  mean  each  contract  of  the
     Company  or  any of its Subsidiaries with a Person (other  than  the
     Company  or  any  of its Subsidiaries) for the supply  of  goods  or
     services  to  such Person pursuant to a Government Contract  between
     such Person and a United States Governmental Authority.

          "Guarantors" shall mean each of the Subsidiaries of the Company
     from time to time party to the Subsidiary Guaranty.

          "Guaranty Obligation" shall have the meaning specified  in  the
     definition of "Contingent Obligation."

          "Hazardous Materials" shall mean all those substances that  are
     regulated by, or which may form the basis of liability or a standard
     of  conduct  under, any Environmental Law, including  any  substance
     identified  under any Environmental Law as a pollutant, contaminant,
     hazardous  waste,  hazardous constituent, special  waste,  hazardous
     substance,  hazardous material, or toxic substance, or petroleum  or
     petroleum-derived substance or waste.

          "Honor  Date"  shall have the meaning specified  in  subsection
     3.03(b).

          "Indebtedness"  of any Person shall mean, without  duplication,
     (a) all indebtedness for borrowed money; (b) all obligations issued,
     undertaken or assumed as the deferred purchase price of property  or
     services  (other  than trade payables entered into in  the  ordinary
     course   of   business  on  ordinary  terms);  (c)  all   Contingent
     Obligations  with respect to Surety Instruments; (d) all obligations
     evidenced  by  notes,  bonds,  debentures  or  similar  instruments,
     including obligations so evidenced incurred in connection  with  the
     acquisition  of property, assets or businesses; (e) all indebtedness
     created  or  arising  under  any conditional  sale  or  other  title
     retention  agreement, or incurred as financing, in either case  with
     respect  to property acquired by the Person (even though the  rights
     and remedies of the seller or bank under such agreement in the event
     of  default  are limited to repossession or sale of such  property);
     (f)  all  obligations  with  respect  to  capital  leases;  (g)  all
     indebtedness referred to in clauses (a) through (f) above secured by
     (or for which the holder of such Indebtedness has an existing right,
     contingent  or  otherwise, to be secured by) any  Lien  upon  or  in
     property  (including  accounts and contract rights)  owned  by  such
     Person, even though such Person has not assumed or become liable for
     the  payment  of such Indebtedness; (h) all preferred Capital  Stock
     issued  by  such  Person and required by the  terms  thereof  to  be
     redeemed, or for which mandatory sinking fund payments are due, by a
     fixed  date;  and  (i)  all  Guaranty  Obligations  in  respect   of
     indebtedness  or obligations of others of the kinds referred  to  in
     clauses  (a) through (h) above.  For all purposes of this Agreement,
     the   Indebtedness  of  any  Person  shall  include   all   recourse
     Indebtedness  of  any  partnership or joint venture  in  which  such
     Person is a general partner or a joint venturer.

          "Indemnified  Liabilities" shall have the meaning specified  in
     Section 11.05.

          "Indemnified  Person"  shall  have  the  meaning  specified  in
     Section 11.05.

          "Independent  Auditor"  shall have  the  meaning  specified  in
     subsection 7.01(a).

          "Insolvency Proceeding" shall mean, with respect to any Person,
     (a)  any  case,  action or proceeding with respect  to  such  Person
     before  any  court  or  other  Governmental  Authority  relating  to
     bankruptcy,  reorganization, insolvency, liquidation,  receivership,
     dissolution,  winding-up or relief of debtors, or  (b)  any  general
     assignment for the benefit of creditors, composition, marshalling of
     assets  for  creditors, or other, similar arrangement in respect  of
     its creditors generally or any substantial portion of its creditors;
     in  each case, undertaken under U.S. Federal, state or foreign  law,
     including the Bankruptcy Code.

          "Interest Payment Date" shall mean, as to any LIBOR Rate  Loan,
     the last day of each Interest Period applicable to such Loan and, as
     to any Base Rate Loan, the last Business Day of each fiscal quarter;
     provided, however, that if any Interest Period for a LIBOR Rate Loan
     exceeds  three  months, the date that falls three months  after  the
     beginning  of  such Interest Period and after each Interest  Payment
     Date thereafter is also an Interest Payment Date.

          "Interest  Period" shall mean, as to any LIBOR Rate  Loan,  the
     period  commencing  on the Borrowing Date of such  Loan  or  on  the
     Conversion/Continuation Date on which the Loan is converted into  or
     continued  as  a LIBOR Rate Loan, and ending on the date  one,  two,
     three  or six months thereafter  as selected by the Company  in  its
     Notice  of Borrowing or Notice of Conversion/Continuation;  provided
     that:

     (a)  if any Interest Period would otherwise end on a day that is not
a  Business Day, that Interest Period shall be extended to the  following
Business  Day unless the result of such extension would be to carry  such
Interest Period into another calendar month, in which event such Interest
Period shall end on the preceding Business Day;
               (b)   any Interest Period that begins on the last Business
          Day  of  a  calendar month (or on a day for which there  is  no
          numerically corresponding day in the calendar month at the  end
          of  such Interest Period) shall end on the last Business Day of
          the calendar month at the end of such Interest Period;

     (c)   no  Interest  Period for a Term Loan shall extend  beyond  the
maturity  date of the Term Loan and no Interest Period for any  Revolving
Loan  shall  extend  beyond  the date set forth  in  clause  (a)  of  the
definition of Revolving Loan Termination Date; and
     (d)  no Interest Period applicable to a Term Loan or portion thereof
shall  extend  beyond any date upon which is due any scheduled  principal
payment  in  respect  of  the Term Loans unless the  aggregate  principal
amount  ofTerm  Loans represented by Base Rate Loans, or  by  LIBOR  Rate
Loans  having Interest Periods that will expire on or before  such  date,
equals or exceeds the amount of such principal payment.
          "Inventory  Availability" shall mean, at any time as  hereafter
     described,  an  amount  equal to: (i) sixty  percent  (60%)  of  the
     Company's  and each Subsidiary's Eligible Inventory for  the  period
     commencing  on  the date hereof and continuing through  January  31,
     2001;  and  (ii)  fifty  percent (50%) of  the  Company's  and  each
     Subsidiary's  Eligible  Inventory  for  the  period  commencing   on
     February 1, 2001, and continuing thereafter.  All Eligible Inventory
     shall  be  valued  at  the  lower of  the  Company's  standard  cost
     (calculated  in  accordance with GAAP) or market  value,  less  such
     reserves  as  Agent  in its sole but reasonable  discretion  and  in
     accordance   with  its  customary  business  practices   elects   to
     establish.  Agent will notify Company in writing of any reserves  it
     elects to establish from time to time.

          "Investments" shall have the meaning specified in Section 8.04.

          "IRS"  shall  mean  the  Internal  Revenue  Service,  and   any
     Governmental Authority succeeding to any of its principal  functions
     under the Code.

          "Issuance  Date" shall have the meaning specified in subsection
     3.01(a).

          "Issue"  shall mean, with respect to any Letter of  Credit,  to
     issue or to extend the expiry of, or to renew or increase the amount
     of,  such  Letter of Credit; and the terms "Issued",  "Issuing"  and
     "Issuance" have corresponding meanings.

          "Issuer" shall mean, in respect of each Letter of Credit, BofA,
     which  has  agreed  to  act  as issuer  of  such  Letter  of  Credit
     hereunder.

          "Issuing  Lender"  shall mean, in respect  of  each  Letter  of
     Credit, Bank of America, N.A. or any other Lender a permitted  under
     Section 3.01(b)(i) hereof.

          "Joint   Venture"  shall  mean  a  single-purpose  corporation,
     partnership,  limited  liability company,  joint  venture  or  other
     similar  legal arrangement (whether created by contract or conducted
     through  a  separate legal entity) now or hereafter  formed  by  the
     Company  or any of its Subsidiaries with another Person in order  to
     conduct a common venture or enterprise with such Person.

          "L/C  Advance" shall mean each Revolving Lender's participation
     in any L/C Borrowing in accordance with its Pro Rata Share.

          "L/C Amendment Application" shall mean an application form  for
     amendment  of outstanding standby or commercial documentary  letters
     of  credit as shall at any time be in use at the applicable  Issuer,
     as such Issuer shall request.

          "L/C  Application" shall mean an application form for issuances
     of  standby or commercial documentary letters of credit as shall  at
     any  time  be in use at the applicable Issuer, as such Issuer  shall
     request.

          "L/C  Borrowing"  shall mean an extension of  credit  resulting
     from  a drawing under any Letter of Credit which shall not have been
     reimbursed  on the date when made nor converted into a Borrowing  of
     Revolving Loans under subsection 3.03(b).

          "L/C  Commitment" shall mean the commitment of the  Issuers  to
     Issue,  and  the  commitment of the Revolving Lenders  severally  to
     participate  in,  Letters of Credit from  time  to  time  Issued  or
     outstanding under Article III, in an aggregate amount not to  exceed
     on  any date the amount of $5,000,000.00, as the same may be reduced
     as  a  result  of  a  reduction in the L/C  Commitment  pursuant  to
     Section  2.07;  provided that the L/C Commitment is a  part  of  the
     Aggregate   Revolving  Loan  Commitment,  rather  than  a  separate,
     independent commitment.

          "L/C  Obligations" shall mean at any time the sum  of  (a)  the
     aggregate  undrawn amount of all Letters of Credit then outstanding,
     plus  (b) the amount of all unreimbursed drawings under all  Letters
     of Credit, including all outstanding L/C Borrowings.

          "L/C-Related Documents" shall mean the Letters of  Credit,  the
     L/C  Applications,  the  L/C Amendment Applications  and  any  other
     document  relating to any Letter of Credit, including  any  standard
     form documents used by any Issuer for letter of credit issuances.

          "Lender"  shall have the meaning specified in the  introductory
     clause  hereto.   References to the "Lenders"  shall  include  BofA,
     including in its capacity as an Issuer and as Swing Line Lender; for
     purposes of clarification only, to the extent that BofA may have any
     rights or obligations in addition to those of the Lenders due to its
     status as an Issuer or as Swing Line Lender, its status as such will
     be specifically referenced.

          "Lending  Office" shall mean, as to any Lender, the  office  or
     offices  of  such  Lender  specified  as  its  "Lending  Office"  or
     "Domestic Lending Office", as the case may be, on Schedule 11.02, or
     such  other office or offices as such Lender may from time  to  time
     notify the Company and the Agent.

          "Letters  of Credit" shall mean any letters of credit  (whether
     standby  letters  of  credit or commercial  documentary  letters  of
     credit)  issued  by the Issuers pursuant to Article  III,  including
     without  limitation  the existing letters of  credit  set  forth  on
     Schedule 1.01 hereto.

          "Leverage  Ratio" shall mean, as of any date of  determination,
     the  ratio  of  (a) all Funded Indebtedness of the Company  and  its
     Subsidiaries determined on a consolidated basis as of such date,  to
     (b)  EBITDA  for the period of four fiscal quarters ending  on  such
     date.

          "LIBOR  Rate" shall mean, for any Interest Period, with respect
     to  LIBOR Rate Loans comprising part of the same Borrowing, the rate
     of  interest  per annum (rounded upward to the next  1/16th  of  1%)
     determined by the Agent as follows:

          Offshore     Rate     =                                   LIBOR
     ________
                                         1.00    -   Eurodollar   Reserve
               Percentage
               Where,

               "Eurodollar Reserve Percentage" shall mean for any day for
          any  Interest Period the maximum reserve percentage  (expressed
          as  a  decimal, rounded upward to the next 1/100th  of  1%)  in
          effect  on  such day (whether or not applicable to any  Lender)
          under  regulations  issued from time to time  by  the  FRB  for
          determining  the  maximum  reserve requirement  (including  any
          emergency,  supplemental or other marginal reserve requirement)
          with respect to Eurocurrency funding (currently referred to  as
          "Eurocurrency liabilities"); and

               "LIBOR"  shall  mean  the  rate  of  interest  per   annum
          determined  by  the Agent to be the rate of interest  at  which
          dollar deposits in the approximate amount of the amount of  the
          Loan  to  be made or continued as, or converted into,  a  LIBOR
          Rate  Loan  by  BofA and having a maturity comparable  to  such
          Interest  Period are offered based on information presented  to
          the  Telerate  Screen as of 11:00 a.m. (London  time)  two  (2)
          Business  Days  prior  to  the commencement  of  such  Interest
          Period; provided that if at least two such offered rates appear
          on  the Telerate Screen (page 3750 or any successor screen)  in
          respect  of  such Interest Period, the arithmetic mean  of  all
          such  rates (as determined by the Agent) will be the rate used;
          provided further, that if the Telerate System ceases to provide
          LIBOR  quotations,  such rate shall be as  the  rate  at  which
          dollar  deposits  in the approximate amount  of  the  requested
          LIBOR  Rate  Loan for such Interest Period would be offered  by
          BofA  to  major banks in the London interbank market  at  their
          request  at approximately 11:00 a.m. (London time) two Business
          Days prior to the commencement of such Interest Period.

          The  LIBOR Rate shall be adjusted automatically as to all LIBOR
          Rate  Loans  then outstanding as of the effective date  of  any
          change in the Eurodollar Reserve Percentage.

          "LIBOR  Rate Loan" shall mean a Loan that bears interest  based
     on the LIBOR Rate.

          "Lien"  shall  mean  any security interest, mortgage,  deed  of
     trust,   pledge,  hypothecation,  assignment,  charge   or   deposit
     arrangement,  encumbrance,  lien (statutory  or  other)  or  similar
     interest of any kind or nature whatsoever in respect of any property
     (including  those  created by, arising under  or  evidenced  by  any
     conditional sale or other title retention agreement, the interest of
     a   lessor  under  a  capital  lease,  any  financing  lease  having
     substantially  the same economic effect as any of the foregoing,  or
     the  filing of any financing statement naming the owner of the asset
     to  which  such lien relates as debtor, under the Uniform Commercial
     Code or any comparable law) and any contingent or other agreement to
     provide  any of the foregoing, but not including the interest  of  a
     lessor under an operating lease.

          "Loan"  shall  mean an extension of credit by a Lender  to  the
     Company  under Article II or Article III in the form of a  Revolving
     Loan, Term Loan, Swing Line Loan or L/C Advance.

          "Loan Documents" shall mean this Agreement, any Notes, the L/C-
     Related Documents, the Collateral Documents, the Rate Swap Documents
     and  all  other  documents delivered to the Agent or any  Lender  in
     connection herewith.

          "Margin  Stock"  shall  mean "margin stock"  as  such  term  is
     defined in Regulation T, U or X of the FRB.

          "Material  Adverse  Effect" shall mean (a) a  material  adverse
     change  in,  or  a  material adverse effect  upon,  the  operations,
     business,   properties,  condition  (financial  or   otherwise)   or
     prospects  of the Company or the Company and its Subsidiaries  taken
     as  a whole; (b) a material impairment of the ability of the Company
     or  any  Subsidiary to perform under any Loan Document and to  avoid
     any  Event  of  Default; or (c) a material adverse effect  upon  the
     legality,  validity,  binding effect or enforceability  against  the
     Company or any Subsidiary of any Loan Document.

          "Multiemployer Plan" shall mean a "multiemployer plan",  within
     the meaning of Section 4001(a)(3) of ERISA, to which the Company  or
     any  ERISA  Affiliate  makes, is making, or  is  obligated  to  make
     contributions  or,  during the preceding three calendar  years,  has
     made, or been obligated to make, contributions.

          "Net  Borrowing Availability" shall mean (a) the lesser of  (i)
     the  Aggregate Revolving Loan Commitment or (ii) the Borrowing  Base
     less  (b)  the  outstanding principal amount of all Revolving  Loans
     plus  Swing Line Loans outstanding plus the Effective Amount of  all
     L/C Obligations.

          "Net  Proceeds"  shall  mean  (a) with  respect  to  any  Asset
     Disposition, the sum of cash or readily marketable cash  equivalents
     received  (including by way of a cash generating sale or discounting
     of  a  note  or  receivable, but excluding any  other  consideration
     received in the form of assumption by the acquiring Person  of  debt
     or  other  obligations  relating to  the  properties  or  assets  so
     disposed  of  or  received  in any other non-cash  form)  therefrom,
     whether at the time of such disposition or subsequent thereto,  and,
     in the case of an Asset Disposition, net of all payments made by the
     Company  or  any  of its Subsidiaries on any Indebtedness  which  is
     secured  by  such assets pursuant to a Permitted Lien upon  or  with
     respect  to such assets or which must by the terms of such Lien,  or
     in order to obtain a necessary consent to such Asset Disposition, or
     by  applicable  law be repaid out of the proceeds  from  such  Asset
     Disposition and net of all costs and expenses in readying  for  sale
     the disposal of assets or properties or (b) with respect to any sale
     or  issuance of any debt or equity securities of the Company or  any
     Subsidiary,  cash  or  readily marketable cash equivalents  received
     (but  excluding any other non-cash form) therefrom, whether  at  the
     time  of  such disposition, sale or issuance or subsequent  thereto,
     net, in either case, of all legal, title and recording tax expenses,
     commissions  and other fees and all costs and expenses incurred  and
     all  federal, state, local and other taxes required to  be  paid  or
     accrued as a liability as a consequence of such transactions .

          "Net Worth" shall mean the shareholders' equity or net worth of
     the  Company  and its Subsidiaries as determined in accordance  with
     GAAP.

          "Non-Surety L/C's" shall mean letters of credit which  are  not
     Surety L/C's.

          "Note"  or  "Notes"  shall mean the Revolving  Notes  and  Term
     Notes.

          "Notice of Borrowing" shall mean a notice in substantially  the
     form of Exhibit A.

          "Notice  of  Conversion/Continuation" shall mean  a  notice  in
     substantially the form of Exhibit B.

          "Obligations"  shall  mean  all advances,  debts,  liabilities,
     obligations,  covenants and duties arising under any  Loan  Document
     owing  by  the Company to any Lender, the Agent, or any  Indemnified
     Person,  whether  direct or indirect (including  those  acquired  by
     assignment),  absolute  or contingent, due or  to  become  due,  now
     existing or hereafter arising.

          "Organization  Documents" shall mean, for any corporation,  the
     certificate   or   articles  of  incorporation,  the   bylaws,   any
     certificate of determination or instrument relating to the rights of
     preferred  shareholders of such corporation, any shareholder  rights
     agreement, and all applicable resolutions of the board of  directors
     (or any committee thereof) of such corporation.

          "Other Taxes" shall mean any present or future stamp, court  or
     documentary taxes or any other excise or property taxes, charges  or
     similar  levies which arise from any payment made hereunder or  from
     the  execution,  delivery, performance, enforcement or  registration
     of,  or otherwise with respect to, this Agreement or any other  Loan
     Documents.

          "Participant"  shall have the meaning specified  in  subsection
     11.08(e).

          "PBGC" shall mean the Pension Benefit Guaranty Corporation,  or
     any  Governmental  Authority succeeding  to  any  of  its  principal
     functions under ERISA.

          "Pension Plan" shall mean a pension plan (as defined in Section
     3(2) of ERISA) subject to Title IV of ERISA which the Company or any
     ERISA  Affiliate  sponsors, maintains, or  to  which  it  makes,  is
     making, or is obligated to make contributions, or otherwise has  any
     liability, or in the case of a multiple employer plan (as  described
     in  Section  4064(a) of ERISA) has made contributions  at  any  time
     during the immediately preceding five (5) plan years.

          "Permitted  Liens" shall have the meaning specified in  Section
     8.01.

          "Permitted   Swap  Obligations"  shall  mean  all   obligations
     (contingent or otherwise) of the Company or any Subsidiary  existing
     or arising under Swap Contracts, provided that each of the following
     criteria  is satisfied:  (a) such obligations are (or were)  entered
     into  by  such  Person in the ordinary course of  business  for  the
     purpose  of  directly mitigating risks associated with  liabilities,
     commitments or assets held or reasonably anticipated by such Person,
     or  changes  in  the value of securities issued by  such  Person  in
     conjunction  with  a  securities repurchase  program  not  otherwise
     prohibited hereunder, and not for purposes of speculation or  taking
     a  "market  view"; and (b) such Swap Contracts do  not  contain  any
     provision  ("walk-away"  provision) exonerating  the  non-defaulting
     party   from   its  obligation  to  make  payments  on   outstanding
     transactions to the defaulting party.

          "Person"  shall  mean an individual, partnership,  corporation,
     limited  liability  company, business trust,  joint  stock  company,
     trust,  unincorporated  association, joint venture  or  Governmental
     Authority.

          "Plan"  shall  mean  an employee benefit plan  (as  defined  in
     Section  3(3)  of  ERISA) which the Company or any  ERISA  Affiliate
     sponsors or maintains or to which the Company or any ERISA Affiliate
     makes, is making, or is obligated to make contributions or otherwise
     has any liability and includes any Pension Plan.

          "Pledged  Collateral" shall have the meaning specified  in  the
     Subsidiary Pledge Agreement.

            "Pro  Rata  Revolving Share" shall mean, as to any  Revolving
     Lender,  (a)  at  any  time  at which the Aggregate  Revolving  Loan
     Commitment remains outstanding, the percentage equivalent (expressed
     as  a  decimal rounded to the ninth decimal place) at such  time  of
     such  Lender's  Revolving Loan Commitment divided by  the  Aggregate
     Revolving  Loan  Commitment, and (b) after the  termination  of  the
     Aggregate  Revolving  Loan  Commitment,  the  percentage  equivalent
     (expressed as a decimal, rounded to the ninth decimal place) at such
     time  of the principal amount of such Lender's outstanding Revolving
     Loans  (other  than  Swing  Line Loans)  divided  by  the  aggregate
     principal  amount  of the outstanding Revolving  Loans  (other  than
     Swing Line Loans) of all the Lenders.

          "Pro  Rata Share" shall mean, as to any Lender, (a) in  respect
     of a particular Loan and/or Commitment, (i) at any time at which the
     Commitments  in  respect  of  such  Loan  remain  outstanding,   the
     percentage equivalent (expressed as a decimal, rounded to the  ninth
     decimal  place) at such time of such Lender's Commitment in  respect
     of  such Loan divided by the combined Commitments in respect of such
     Loan,  and (ii) after the termination of the Commitments in  respect
     of  such  Loan, the percentage equivalent (expressed as  a  decimal,
     rounded  to  the ninth decimal place) at such time of the  principal
     amount outstanding of such Loans held by such Lender divided by  the
     aggregate  principal amount outstanding of such Loans  held  by  all
     Lenders, and (b) in respect of all Loans and/or Commitments, (i)  at
     any  time at which the Aggregate Commitment (or any portion thereof)
     remains  outstanding,  the  percentage equivalent  (expressed  as  a
     decimal,  rounded to the ninth decimal place) at such time  of  such
     Lender's Commitments in respect of all Loans (and if any Term  Loans
     are  outstanding,  with  the  Term  Loan  Commitment  deemed  to  be
     outstanding  to  the extent of the principal amount of  the  related
     Term  Loan  which  is  then outstanding) divided  by  the  Aggregate
     Commitment,   and  (b)  after  the  termination  of  the   Aggregate
     Commitment,  the  percentage equivalent  (expressed  as  a  decimal,
     rounded  to  the ninth decimal place) at such time of the  principal
     amount  of such Lender's outstanding Loans (including such  Lender's
     ratable  share of outstanding Swing Line Loans and L/C  Obligations)
     divided  by the aggregate principal amount of the outstanding  Loans
     and L/C Obligations of all of the Lenders.

          "Rate  Swap  Documents"  shall  mean,  collectively,  all  Swap
     Contracts  entered into between the Company and any  Lender  or  any
     Affiliate thereof in respect of any portion of the Obligations.

          "Receivables  Availability" shall mean at any  time  an  amount
     equal  to  eighty  percent (80%) of the face  amount  (less  maximum
     discounts,  credits and allowances which may be taken by or  granted
     to Account Debtors in connection therewith) outstanding at such time
     under existing Eligible Accounts, less such reserves as Agent in its
     reasonable discretion and in accordance with its customary  business
     practices  elects  to  establish  less  applied  progress   payments
     received  from  the U.S. Government with respect  to  such  Eligible
     Accounts for goods sold to the U.S. Government.  Agent shall  notify
     the  Company in writing of any reserves it chooses to establish from
     time to time.

          "Reportable Event" shall mean, any of the events set  forth  in
     Section  4043(c) of ERISA or the regulations thereunder, other  than
     any  such event for which the 30-day notice requirement under  ERISA
     has been waived in regulations issued by the PBGC.

          "Required Lenders" shall mean at any time Lenders then  holding
     at  least  66-2/3%  of  the  sum of (a) the  then  aggregate  unpaid
     principal  amount  of the Term Loans, plus (b)  the  amount  of  the
     Aggregate  Revolving  Loan  Commitment (or  if  the  Revolving  Loan
     Commitment has been terminated, then the aggregate principal  amount
     outstanding  of  Revolving  Loans and Swing  Line  Loans,  plus  the
     outstanding  amount  of  L/C Obligations);  provided,  that,  if  no
     principal  amount  of any Loan is then outstanding,  then  "Required
     Lenders"  shall  mean Lenders then having at least  of  the  66-2/3%
     Aggregate Revolving Loan Commitment.

          "Required  Revolving Lenders" shall mean at any time  Revolving
     Lenders  then holding at least 66-2/3% of the then aggregate  unpaid
     principal  amount  of  the Revolving Loans (other  than  Swing  Line
     Loans),  or,  if  no  such  principal amount  is  then  outstanding,
     Revolving  Lenders  then having at least 66-2/3%  of  the  Aggregate
     Revolving Loan Commitment.

          "Requirement  of  Law" shall mean, as to any  Person,  any  law
     (statutory  or  common), treaty, rule or regulation or determination
     of  an  arbitrator  or  of a Governmental Authority,  in  each  case
     applicable  to or binding upon the Person or any of its property  or
     to which the Person or any of its property is subject.

          "Responsible  Officer" shall mean the chief executive  officer,
     the  president, the chief financial officer or the treasurer of  the
     Company,  or  any  other  officer  having  substantially  the   same
     authority and responsibility.

          "Revolving  Lender"  shall mean any Lender having  a  Revolving
     Loan Commitment.

          "Revolving   Loan"   shall  have  the  meaning   specified   in
     subsection 2.01(b).

          "Revolving Loan Commitment", as to each Revolving Lender, shall
     have the meaning specified in subsection 2.01(b).

          "Revolving Note" shall mean a promissory note executed  by  the
     Company  in  favor  of a Lender pursuant to subsection  2.02(b),  in
     substantially the form of Exhibit E-1.

          "Revolving  Loan Termination Date" shall mean  the  earlier  to
     occur of:

               (a)  June 30, 2002; and

     (b)   the  date  on  which the Aggregate Revolving  Loan  Commitment
terminates in accordance with the provisions of this Agreement.
          "Same  Day  Funds" shall mean(a) with respect to  disbursements
     and  payments in Dollars, immediately available funds, and (b)  with
     respect to disbursements and payments in an offshore currency,  same
     day or other funds as may be determined by the Agent to be customary
     in  the  place  of  disbursement or payment for  the  settlement  of
     international   banking  transactions  in  the   relevant   offshore
     currency.

          "Seasonal  Availability"  shall mean the  principal  amount  of
     $1,500,000.00  during  only the calendar  months  of  July,  August,
     September  and October of each year.  Agent will notify  Company  in
     writing of any reserves it elects to establish from time to time.

          "Seasonal  Loan  Commitment Fee" shall mean  the  amount(s)  of
     $10,000.00  each which shall be payable in accordance  with  Section
     2.12 (c).

          "SEC" shall mean the Securities and Exchange Commission, or any
     Governmental Authority succeeding to any of its principal functions.

          "Security Agreement" shall mean that certain Security Agreement
     dated as of the date hereof between the Company and the Agent.

          "Solvent"  shall  mean,  as to any Person  at  any  time,  that
     (a)  the  fair value of the property of such Person is greater  than
     the   amount  of  such  Person's  liabilities  (including  disputed,
     contingent   and  unliquidated  liabilities)  as   such   value   is
     established  and  liabilities  evaluated  for  purposes  of  Section
     101(31) of the Bankruptcy Code; (b) the present fair saleable  value
     of the property of such Person is not less than the amount that will
     be  required  to pay the probable liability of such  Person  on  its
     debts  as they become absolute and matured; (c) such Person is  able
     to realize upon its property and pay its debts and other liabilities
     (including  disputed, contingent and unliquidated  liabilities,  but
     applying  the reasonably anticipated liability, after giving  effect
     to  payments under insurance policies and indemnity agreements which
     such  Person  reasonably expects to receive) as they mature  in  the
     normal  course of business; (d) such Person does not intend to,  and
     does  not  believe  that it will, incur debts or liabilities  beyond
     such  Person's ability to pay as such debts and liabilities  mature;
     and (e) such Person is not engaged in business or a transaction, and
     is  not about to engage in business or a transaction, for which such
     Person's property would constitute unreasonably small capital.

          "Stated  Amount"  shall mean the stated or  face  amount  of  a
     Letter  of  Credit to the extent available at the time  for  drawing
     (subject to presentment of all requested documents), as the same may
     be  increased or decreased from time to time in accordance with  the
     terms of such Letter of Credit.

          "Subsidiary" shall mean a Subsidiary organized under  the  laws
     of  the  United States or any political subdivision or  any  agency,
     department   or   instrumentality  thereof.   For  purpose   hereof,
     Subsidiary  of  a  Person  shall mean any corporation,  association,
     partnership,  limited  liability company,  joint  venture  or  other
     business  entity  of  which  more than  50%  of  the  voting  stock,
     membership  interests  or other equity interests  (in  the  case  of
     Persons other than corporations), is owned or controlled directly or
     indirectly by the Person, or one or more of the Subsidiaries of  the
     Person,  or  a  combination thereof.  Unless the  context  otherwise
     clearly  requires, references herein to a "Subsidiary"  refer  to  a
     Subsidiary of the Company.

          "Subsidiary  Guaranty"  shall  mean  that  certain   Subsidiary
     Guaranty  dated as of the date hereof by certain of the Subsidiaries
     in favor of the Agent and the Lenders.

          "Subsidiary Pledge Agreement" shall mean that certain  Security
     and Stock Pledge Agreement executed by the Company in favor of Agent
     creating  a  pledge of 100% of the capital stock, units,  membership
     interests, partnership interests or other equity interests of all of
     the Company's Subsidiaries.

          "Subsidiary   Security  Agreement"  shall  mean  that   certain
     Security Agreement to be executed by any Subsidiary as specified  in
     Section 7.14.

          "Surety  Bonds" shall mean all bonds issued for the account  of
     the  Company or any Subsidiary to assure the performance thereby (or
     to  the extent issued in the ordinary course of business, any  other
     Person)  under any contract entered into in the ordinary  course  of
     business.

          "Surety   Instruments"  shall  mean  all  letters   of   credit
     (including  standby  and  commercial),  banker's  acceptances,  bank
     guaranties,  shipside  bonds, performance bonds,  Surety  Bonds  and
     similar instruments.

          "Surety  L/C's" shall mean letters of credit which  are  issued
     for  the account of the Company or any Subsidiary to provide  credit
     support, in the ordinary course of business, for (a) a contract  bid
     by any such Person, (b) the performance by any such Person under any
     contract, (c) any warranty extended by any such Person and  (d)  the
     repayment of advance payments made to any such Person.

          "Swap  Contract" shall mean any agreement, whether  or  not  in
     writing,  relating  to any transaction that is a  rate  swap,  basis
     swap,  forward  rate transaction, commodity swap, commodity  option,
     equity  or  equity index swap or option, bond, note or bill  option,
     interest  rate  option, forward foreign exchange  transaction,  cap,
     collar  or  floor  transaction, currency swap,  cross-currency  rate
     swap,  swaption,  currency option or any other, similar  transaction
     (including  any  option to enter into any of the foregoing)  or  any
     combination  of  the  foregoing, and, unless the  context  otherwise
     clearly requires, any master agreement relating to or governing  any
     or all of the foregoing.

          "Swap  Termination Value' shall mean, in respect of any one  or
     more  Swap  Contracts, after taking into account the effect  of  any
     legally   enforceable  netting  agreement  relating  to  such   Swap
     Contracts, (a) for any date on or after the date such Swap Contracts
     have  been  closed  out  and  termination  value(s)  determined   in
     accordance  therewith, such termination value(s), and  (b)  for  any
     date  prior  to  the  date referenced in clause  (a)  the  amount(s)
     determined  as the mark-to-market value(s) for such Swap  Contracts,
     as  determined  by the Company based upon one or more mid-market  or
     other readily available quotations provided by any recognized dealer
     in such Swap Contracts (which may include any Lender).

          "Swing  Line Commitment" shall mean at any time, the obligation
     of  the  Swing  Line  Lender to make Swing Line  Loans  pursuant  to
     Section 2.05.

          "Swing  Line  Lender"  shall mean  BofA,  in  its  capacity  as
     provider of the Swing Line Loans.

          "Swing  Line  Loan" shall mean a Loan made by  the  Swing  Line
     Lender hereunder that is not a Revolving Loan or a Term Loan.

          "Swing Line Note" shall mean a promissory note in substantially
     the form of Exhibit F.

          "Swing Line Rate" shall mean, at any time, for each Swing  Line
     Loan,  (a)  the Base Rate in effect as of the Business  Day  of  the
     making of a Swing Line Loan plus (b) the Applicable Base Rate Margin
     in respect of Revolving Loans then in effect.

          "Taxes" shall mean any and all present or future taxes, levies,
     assessments,  imposts,  duties, deductions,  fees,  withholdings  or
     similar   charges,   and  all  liabilities  with  respect   thereto,
     excluding,  in  the case of each Lender and the Agent, respectively,
     taxes  imposed on or measured by its net income by the  jurisdiction
     (or  any political subdivision thereof) under the laws of which such
     Lender or the Agent, as the case may be, is organized or maintains a
     lending office.

          "Term  Loan"  shall  have the meaning specified  in  subsection
     2.01(a).

          "Term  Loan  Commitment" shall mean, as to  each  Lender,  such
     Lender's Term Loan Commitment, as specified on Schedule 2.01.

          "Term Loan Termination Date" means the earlier to occur of:

               (a)  June 30, 2002; and

     (b)   the  date  on  which  the Term Loan Commitment  terminates  in
accordance with this Agreement.
          "Term  Note"  shall  mean a promissory  note  executed  by  the
     Company  in  favor  of a Lender pursuant to subsection  2.02(b),  in
     substantially the form of Exhibit E-2.

          "Type" of Loan shall mean its status as either a Base Rate Loan
     or a LIBOR Rate Loan.

          "UCC"  shall mean the Uniform Commercial Code as in  effect  in
     the State of Oklahoma.

          "Unfunded Pension Liability" shall mean the excess of a  Plan's
     benefit  liabilities under Section 4001(a)(16) of  ERISA,  over  the
     current  value of that Plan's assets, determined in accordance  with
     the  assumptions  used  for  funding the Pension  Plan  pursuant  to
     Section 412 of the Code for the applicable plan year.

          "United States" and "U.S." shall each mean the United States of
     America.

          "Voting  Stock"  of any Person as of any date  shall  mean  the
     Capital  Stock  of  such  Person that is entitled  to  vote  in  the
     election of the board of directors (or other governing body) of such
     Person.

          "Wholly-Owned Subsidiary" shall mean any corporation  in  which
     (other  than directors' qualifying shares required by law)  100%  of
     the  capital stock of each class having ordinary voting  power,  and
     100% of the capital stock of every other class, in each case (or, in
     the case of Persons other than corporations, membership interests or
     other  equity  interests), at the time as of which any determination
     is being made, is owned, beneficially and of record, by the Company,
     or by one or more of the other Wholly-Owned Subsidiaries, or both.

          "Working  Capital"  shall  mean (a) Current  Assets,  less  (b)
     Current Liabilities.

1.02 Other Interpretive Provisions.

          (a)  The meanings of defined terms are equally applicable  to
     the singular and plural forms of the defined terms.
     (b)   The words "hereof", "herein", "hereunder" and similar  words
refer  to this Agreement as a whole and not to any particular provision
of  this  Agreement;  and  subsection, Section,  Schedule  and  Exhibit
references are to this Agreement unless otherwise specified.
          (c)    (i)    The  term  "documents"  includes  any   and   all
     instruments,   documents,   agreements,  certificates,   indentures,
     notices and other writings, however evidenced.

               (ii)  The term "including" is not limiting and shall  mean
          "including without limitation."

               (iii)      In  the computation of periods of time  from  a
          specified date to a later specified date, the word "from" shall
          mean  "from  and  including"; the words "to" and  "until"  each
          shall  mean  "to  but excluding", and the word "through"  shall
          mean "to and including."

               (iv) The term "property" includes any kind of property  or
          asset, real, personal or mixed, tangible or intangible.

          (d)  Unless otherwise expressly provided herein, (i) references
     to  agreements  (including  this Agreement)  and  other  contractual
     instruments shall be deemed to include all subsequent amendments and
     other  modifications thereto, but only to the extent such amendments
     and  other modifications are not prohibited by the terms of any Loan
     Document, and (ii) references to any statute or regulation are to be
     construed  as  including  all statutory  and  regulatory  provisions
     consolidating,  amending, replacing, supplementing  or  interpreting
     the statute or regulation.

          (e)   The  captions  and  headings of this  Agreement  are  for
     convenience   of   reference  only  and   shall   not   affect   the
     interpretation of this Agreement.

          (f)   This  Agreement and other Loan Documents may use  several
     different limitations, tests or measurements to regulate the same or
     similar  matters.  All such limitations, tests and measurements  are
     cumulative  and  shall  each be performed in accordance  with  their
     terms.

          (g)   Unless otherwise expressly provided, any reference to any
     action  of  the Agent or the Lenders by way of consent, approval  or
     waiver  shall  be deemed modified by the phrase "in  its/their  sole
     discretion."

          (h)  This Agreement and the other Loan Documents are the result
     of  negotiations  among and have been reviewed  by  counsel  to  the
     Agent,  the  Company and the other parties, and are the products  of
     all  parties.  Accordingly, they shall not be construed against  the
     Lenders  or  the  Agent merely because of the  Agent's  or  Lenders'
     involvement in their preparation.

1.03 Accounting Principles.

          (a)   Unless  the  context otherwise  clearly  requires,  all
     accounting  terms not expressly defined herein shall be construed,
     and all financial computations required under this Agreement shall
     be made, in accordance with GAAP, consistently applied.
          (b)   References  herein to "fiscal year" and "fiscal  quarter"
     refer to such fiscal periods of the Company.

     (c)  In the event that any changes in GAAP occur after the date of
this  Agreement and such changes result in a material variation in  the
method  of  calculation of financial covenants or other terms  of  this
Agreement, then the Company, the Agent and the Lenders agree  to  amend
such  provisions  of  this Agreement so as to  equitably  reflect  such
changes  so  that  the criteria for evaluating the Company's  financial
condition  will be the same after such changes as if such  changes  had
not occurred.


                               ARTICLE II
                               THE CREDITS
2.01 Amounts and Terms of Commitments.

          (a)  Term Loan.  Each Lender severally agrees, on the terms and
     conditions  set forth herein, to make a single loan to  the  Company
     (each such loan, a "Term Loan") on the Closing Date in an amount not
     to  exceed  such  Lender's  Term Loan Commitment  as  set  forth  on
     Schedule 2.01.  Amounts borrowed as a Term Loan  which are repaid or
     prepaid by the Company may not be reborrowed.

          (b)   The  Revolving Credit.  Each Revolving  Lender  severally
     agrees, on the terms and conditions set forth herein, to make  loans
     to  the  Company (each such loan, a "Revolving Loan") from  time  to
     time on any Business Day during the period from the Closing Date  to
     the  Revolving Loan Termination Date, in an aggregate amount not  to
     exceed at any time outstanding the amount set forth on Schedule 2.01
     (such amount, as the same may be reduced under Section 2.07 or as  a
     result of one or more assignments under Section 11.08, the Revolving
     Lender's  "Revolving  Loan  Commitment"); provided,  however,  that,
     after  giving  effect  to  any Borrowing  of  Revolving  Loans,  the
     Effective  Amount of all outstanding Revolving Loans, together  with
     Swing  Line Loans outstanding at such time and the Effective  Amount
     of  all L/C Obligations, shall not at any time exceed the lesser  of
     (i)  the  Aggregate Revolving Loan Commitment or (ii) the  Borrowing
     Base;  and  provided  further,  that the  Effective  Amount  of  the
     Revolving  Loans  of any Revolving Lender plus the participation  of
     such Revolving Lender in the Effective Amount of all L/C Obligations
     plus  such  Revolving  Lender's Pro  Rata  Revolving  Share  of  any
     outstanding  Swing  Line Loans shall not at  any  time  exceed  such
     Revolving Lender's Revolving Loan Commitment.  Within the limits  of
     each  Revolving Lender's Commitment, and subject to the other  terms
     and  conditions hereof, the Company may borrow under this subsection
     2.01(b),   prepay  under  Section  2.08  and  reborrow  under   this
     subsection 2.01(b).

2.02 Loan Accounts.

          (a)   The Loans made by each Lender and the Letters of Credit
     Issued by the Issuer shall be evidenced by one or more accounts or
     records  maintained by such Lender or Issuer, as the case may  be,
     in  the  ordinary  course of business.  The  accounts  or  records
     maintained  by  the  Agent, the Issuer and each  Lender  shall  be
     conclusive  absent manifest error of the amount of the Loans  made
     by the Lenders to the Company and the Letters of Credit Issued for
     the account of the Company, and the interest and payments thereon.
     Any  failure  so  to record or any error in doing  so  shall  not,
     however,  limit or otherwise affect the obligation of the  Company
     hereunder to pay any amount owing with respect to the Loans or any
     Letter of Credit.
          (b)   The Company shall issue to each Lender notes in the  form
     of  Exhibit E-1 in the case of Revolving Loans and/or Exhibit E-2 in
     the  case  of  Term  Loans  (each, a "Note"  and  collectively,  the
     "Notes")  to evidence such Lender's Loans (or, in the case of  Swing
     Line Loans, in the form of Exhibit F).  Each Lender may, instead  of
     or  in  addition  to  maintaining a loan  account,  endorse  on  the
     schedule  annexed to its Note(s) the date, amount  and  maturity  of
     each  Loan  made by it and the amount of each payment  of  principal
     made  by  the  Company with respect thereto.  Each  such  Lender  is
     irrevocably  authorized  by the Company to endorse  its  Note(s)  or
     Swing  Line Note, as applicable, and each Lender's record  shall  be
     conclusive  absent  manifest  error;  provided,  however,  that  the
     failure  of  a  Lender to make, or an error in  making,  a  notation
     thereon with respect to any Loan shall not limit or otherwise affect
     the  obligations of the Company hereunder or under any such Note  or
     Swing Line Note to such Lender.

2.03 Procedure for Borrowing.

     (a)   Each  Borrowing shall be made upon the Company's irrevocable
notice  delivered  to  the Agent in the form of a Notice  of  Borrowing
(which  notice  must  be  received by the Agent  prior  to  11:00  a.m.
(Central time) (i) three Business Days prior to the requested Borrowing
Date,  in the case of LIBOR Rate Loans; and (ii) one Business Day prior
to  the  requested Borrowing Date (or in the case of the initial Credit
Extension,  at  the  option of the Agent, on  the  requested  Borrowing
Date), in the case of Base Rate Loans, specifying:
     (A)   the  amount  of the Borrowing, which shall be for  LIBOR  Rate
Loans in an aggregate minimum of $500,000 or any multiple of $100,000  in
excess  thereof  and  for  Base Rate Loans in  an  aggregate  minimum  of
$100,000 or any multiple of $50,000 in excess thereof;
               (B)   the  requested  Borrowing Date,  which  shall  be  a
          Business Day;

               (C)  theType of Loans comprising the Borrowing; and

               (D)  with respect to LIBOR Rate Loans, the duration of the
          Interest  Period for one (1), two (2), three  (3)  or  six  (6)
          months that is to be applicable to such Loans included in  such
          notice.   If  the  Notice of Borrowing  fails  to  specify  the
          duration  of the Interest Period for anyBorrowing comprised  of
          LIBOR  Rate Loans, such Interest Period shall be three  months;
          provided,  however, that with respect to the  Borrowing  to  be
          made  on the Closing Date, such Borrowing will consist of  Base
          Rate Loans only.

          (b)   The Agent will promptly notify each applicable Lender  of
     its receipt of any Notice of Borrowing and, in respect of Borrowings
     of  Revolving  Loans, of the amount of such Revolving  Lender's  Pro
     Rata Revolving Share of that Borrowing.

          (c)  Each Lender will make the amount of its Pro Rata Share  of
     each Borrowing available to the Agent for the account of the Company
     at  the  Agent's Payment Office by 1:00 p.m. (Central time)  on  the
     Borrowing  Date  requested  by  the  Company  in  funds  immediately
     available to the Agent.  The proceeds of all such Loans will then be
     made  available  to  the  Company by the Agent  at  such  office  by
     crediting the account of the Company on the books of BofA  with  the
     aggregate of the amounts made available to the Agent by the  Lenders
     and in like funds as received by the Agent.

          (d)   After  giving effect to any Borrowing, unless  the  Agent
     shall  otherwise  consent, there may not  be  more  than  three  (3)
     different Interest Periods in effect.

          (e)  The Company hereby authorizes the Lenders and the Agent to
     accept Notices of Borrowing based on telephonic notices made by  any
     person or persons the Agent or any Lender in good faith believes  to
     be  acting on behalf of the Company.  The Company agrees to  deliver
     promptly  to  the  Agent a written confirmation of  each  telephonic
     notice,  signed by a Responsible Officer or an authorized  designee.
     If the written confirmation differs in any material respect from the
     telephonic  notice, the records of the Agent and the  Lenders  shall
     govern absent manifest error.

2.04 Conversion and Continuation Elections.

          (a)  The  Company may, upon irrevocable notice to the Agent  in
     accordance with subsection 2.04(b):

               (i)   elect, as of any Business Day, in the case  of  Base
          Rate  Loans,  or as of the last day of the applicable  Interest
          Period,  in  the case of any other Type of Revolving  Loans  or
          Term  Loans, to convert any such Loans (or any part thereof  in
          an  amount  not  less than $500,000 or that is in  an  integral
          multiple of $100,000 in excess thereof for LIBOR Rate Loans and
          not  less  than $100,000 or that is in an integral multiple  of
          $50,000  in excess thereof for Base Rate Loans) into  Loans  of
          any other Type; or

               (ii)  elect as of the last day of the applicable  Interest
          Period,  to  continue any Revolving Loans or Term Loans  having
          Interest  Periods expiring on such day (or any part thereof  in
          an  amount  not  less than $500,000 or that is in  an  integral
          multiple  of  $100,000  in  excess thereof  for  Offshore  Rate
          Loans);  provided, that if at any time the aggregate amount  of
          LIBOR  Rate  Loans in respect of any Borrowing is  reduced,  by
          payment, prepayment, or conversion of part thereof to  be  less
          than $500,000 such LIBOR Rate Loans shall automatically convert
          into  Base Rate Loans, and on and after such date the right  of
          the  Company to continue such Loans as, and convert such  Loans
          into, LIBOR Rate Loans shall terminate.

          (b)     The    Company    shall    deliver    a    Notice    of
     Conversion/Continuation to be received by the Agent not  later  than
     11:00  a.m.  (Central  time) at least (i)  three  Business  Days  in
     advance of the Conversion/Continuation Date, if the Loans are to  be
     converted into or continued as LIBOR Rate Loans; and (ii)  at  least
     one Business Day in advance of the Conversion/Continuation Date,  if
     the Loans are to be converted into Base Rate Loans, specifying:

               (i)  the proposed Conversion/Continuation Date;

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

               (iii)      the  Type of Loans resulting from the  proposed
          conversion or continuation; and

               (iv)  other than in the case of conversions into Base Rate
          Loans, the duration of the requested Interest Period.

          (c)   If  upon the expiration of any Interest Period applicable
     to  LIBOR Rate Loans, the Company has failed to select timely a  new
     Interest  Period to be applicable to such LIBOR Rate Loans,  as  the
     case may be, or if any Default or Event of Default then exists,  the
     Company  shall be deemed to have elected to convert such LIBOR  Rate
     Loans  into Base Rate Loans effective as of the expiration  date  of
     such Interest Period.

          (d)   The Agent will promptly notify each applicable Lender  of
     its receipt of a Notice of Conversion/Continuation, or, if no timely
     notice  is  provided by the Company, the Agent will promptly  notify
     each  applicable Lender of the details of any automatic  conversion.
     All conversions and continuations shall be made ratably according to
     the  respective  outstanding principal amounts  of  the  Loans  with
     respect to which the notice was given held by each Lender.

          (e)   Unless the Required Lenders otherwise consent, during the
     existence  of  a  Default or Event of Default, the Company  may  not
     elect  to  have a Loan converted into or continued as an LIBOR  Rate
     Loan.

          (f)   After giving effect to any conversion or continuation  of
     Loans,  unless the Agent shall otherwise consent, there may  not  be
     more than six (6) different Interest Periods in effect.

          (g)  The Company hereby authorizes the Lenders and the Agent to
     accept   Notices  of  Conversion/Continuation  based  on  telephonic
     notices  made  by any person or persons the Agent or any  Lender  in
     good  faith  believes to be acting on behalf of  the  Company.   The
     Company   agrees  to  deliver  promptly  to  the  Agent  a   written
     confirmation  of  each telephonic notice, signed  by  a  Responsible
     Officer.   If  the  written  confirmation differs  in  any  material
     respect from the telephonic notice, the records of the Agent and the
     Lenders shall govern absent manifest error.

2.05  The Swing Line Loans.  Subject to the terms and conditions  hereof,
the Swing Line Lender agrees to make Swing Line Loans to the Company from
time to time prior to the Revolving Loan Termination Date in an aggregate
principal amount at any one time outstanding not to exceed $2,000,000.00;
provided,  that  after  giving effect to any such Swing  Line  Loan,  the
Effective  Amount  of  all  Revolving Loans, Swing  Line  Loans  and  L/C
Obligations at such time would not exceed the lesser of (i) the Aggregate
Revolving Loan Commitment or (ii) the Borrowing Base at such time.  Prior
to  the  Revolving Loan Termination Date, the Company may use  the  Swing
Line Commitment by borrowing, prepaying the Swing Line Loans in whole  or
in part, and reborrowing, all in accordance with the terms and conditions
hereof.  All Swing Line Loans shall bear interest at the Swing Line  Rate
and  shall not be entitled to be converted into Loans that bear  interest
at any other rate.

2.06 Procedure for Swing Line Loans.

          (a)  The Company may borrow under the Swing Line Commitment  on
     any   Business  Day  until  the  Revolving  Loan  Termination  Date;
     provided,  that  the  Company  shall  give  the  Swing  Line  Lender
     irrevocable  written notice signed by a Responsible  Officer  or  an
     authorized designee (which notice must be received by the Swing Line
     Lender prior to 11:00 a.m. (Central time)) with a copy to the  Agent
     specifying the amount of the requested Swing Line Loan, which  shall
     be in a minimum amount of $100,000 or a whole multiple of $50,000 in
     excess  thereof.  The proceeds of the Swing Line Loan will  be  made
     available  by  the Swing Line Lender to the Company  in  immediately
     available funds at the office of the Swing Line Lender by 1:00  p.m.
     (Central time) on the date of such notice.  The Company may  at  any
     time and from time to time, prepay the Swing Line Loans, in whole or
     in  part,  without premium or penalty, by notifying the  Swing  Line
     Lender prior to 11:00 a.m. (Central time) on any Business Day of the
     date and amount of prepayment with a copy to the Agent.  If any such
     notice  is given, the amount specified in such notice shall  be  due
     and  payable  on  the  date specified therein.  Partial  prepayments
     shall  be  in an aggregate principal amount of $100,000 or  a  whole
     multiple of $50,000 in excess thereof.

          (b)   The Swing Line Lender may in its sole discretion (or will
     at  the direction of the Company) on any Business Day, on behalf  of
     the  Company (which hereby irrevocably directs the Swing Line Lender
     to  act  on  its behalf) request the Agent to notify each  Revolving
     Lender to make a Base Rate Loan in an amount equal to such Revolving
     Lender's Pro Rata Revolving Share of the aggregate principal  amount
     of  the  Swing  Line Loans outstanding on the date  such  notice  is
     given.  Unless any of the events described in subsection 9.01(f)  or
     (g)  shall have occurred with respect to the Company (in which event
     the  procedures of paragraph (d) of this Section 2.06  shall  apply)
     each  Revolving Lender shall make the proceeds of its Revolving Loan
     available  to the Agent for the account of the Swing Line Lender  at
     the  Agent's Payment Office in funds immediately available prior  to
     1:00  p.m.  (Central time) on the Business Day next  succeeding  the
     date  such  notice is given.  The proceeds of such  Revolving  Loans
     shall  be  immediately applied to repay the outstanding  Swing  Line
     Loans.   Effective  on the day such Revolving Loans  are  made,  the
     portion  of  the  Swing  Line  Loans so  paid  shall  no  longer  be
     outstanding as Swing Line Loans and shall no longer be due under the
     Swing  Line  Note.  The Company shall pay to the Swing Line  Lender,
     promptly following the Swing Line Lender's demand, the amount of its
     outstanding Swing Line Loans to the extent amounts received from the
     Revolving  Lenders  are  not  sufficient  to  repay  in  full   such
     outstanding Swing Line Loans.

          (c)  Notwithstanding anything herein to the contrary, the Swing
     Line  Lender (i) shall not be obligated to make any Swing Line  Loan
     if the conditions set forth in Article V have not been satisfied and
     (ii) shall not make any requested Swing Line Loan if, prior to 11:00
     a.m.  (Central time) on the date of such requested Swing Line  Loan,
     it  has  received a written notice from the Agent or  any  Revolving
     Lender directing it not to make further Swing Line Loans because one
     or  more  of  the  conditions specified in Article V  are  not  then
     satisfied.

          (d)  If prior to the making of a Revolving Loan required to  be
     made  by  subsection  2.06(b)  an  Event  of  Default  described  in
     subsection  9.01(f) or 9.01(g) shall have occurred and be continuing
     with respect to the Company, each Revolving Lender will, on the date
     such  Revolving Loan was to have been made pursuant  to  the  notice
     described in subsection 2.06(b), purchase an undivided participating
     interest  in the outstanding Swing Line Loans in an amount equal  to
     its  Pro  Rata Revolving Share of the aggregate principal amount  of
     Swing  Line  Loans  then  outstanding. Each  Revolving  Lender  will
     immediately transfer to the Agent for the benefit of the Swing  Line
     Lender,   in  immediately  available  funds,  the  amount   of   its
     participation.

          (e)   Whenever,  at  any  time after  a  Revolving  Lender  has
     purchased  a participating interest in a Swing Line Loan, the  Swing
     Line  Lender receives any payment on account thereof, the Swing Line
     Lender  will distribute to the Agent for delivery to each  Revolving
     Lender  its  participating  interest in such  amount  (appropriately
     adjusted, in the case of interest payments, to reflect the period of
     time during which such Revolving Lender's participating interest was
     outstanding and funded); provided, however, that in the  event  that
     such  payment  received by the Swing Line Lender is required  to  be
     returned,  such  Revolving  Lender will  return  to  the  Agent  for
     delivery  to  the  Swing Line Lender any portion thereof  previously
     distributed by the Swing Line Lender to it.

          (f)   Each  Lender's  obligation to make  the  Revolving  Loans
     referred  to  in  subsection 2.06(b) and to  purchase  participating
     interests  pursuant  to  subsection 2.06(d) shall  be  absolute  and
     unconditional  and  shall  not  be  affected  by  any  circumstance,
     including,   without  limitation,  (i)  any  set-off,  counterclaim,
     recoupment,  defense or other right which such Revolving  Lender  or
     the  Company may have against the Swing Line Lender, the Company  or
     any  other Person for any reason whatsoever, (ii) the occurrence  or
     continuance  of a Default or an Event of Default, (iii) any  adverse
     change  in  the condition (financial or otherwise) of  the  Company,
     (iv) any breach of this Agreement or any other Loan Document by  the
     Company,  any  Subsidiary  or any other Lender,  or  (v)  any  other
     circumstance, happening or event whatsoever, whether or not  similar
     to any of the foregoing.

          (g)   The  Company shall repay any Swing Line Loan in  full  no
     later  than  seven  (7)  days after such  loan  is  made  either  by
     converting  the Loan to a Revolving Loan or repaying the Swing  Line
     Loan by other means not prohibited by this Agreement.

2.07 Voluntary Termination or Reduction of Revolving Loan Commitments.

          (a)   The  Company may, upon not less than five Business  Days'
     prior notice to the Agent, terminate the Revolving Loan Commitments,
     or permanently reduce the Revolving Loan Commitments by an amount of
     $1,000,000 or any multiple of $1,000,000 in excess thereof;  unless,
     after giving effect thereto and to any prepayments of Loans made  on
     the effective date thereof,

               (i)   the  Effective Amount of all Revolving Loans,  Swing
          Line Loans and L/C Obligations together would exceed the amount
          of the Aggregate Revolving Loan Commitment then in effect, or

               (ii)  the  Effective  Amount of all L/C  Obligations  then
          outstanding would exceed the L/C Commitment.  Once  reduced  in
          accordance  with  this Section, the Revolving Loan  Commitments
          may  not  be  increased.  Any reduction of the  Revolving  Loan
          Commitments shall be applied to each Revolving Lender according
          to  its  Pro  Rata  Revolving Share.   If  and  to  the  extent
          specified  by the Company in the notice to the Agent,  some  or
          all of the reduction in the Revolving Loan Commitments shall be
          applied  to  reduce the L/C Commitment.  All accrued commitment
          and  letter of credit fees to, but not including, the effective
          date   of  any  reduction  or  termination  of  Revolving  Loan
          Commitments,  shall  be  paid on the  effective  date  of  such
          reduction or termination.

          (b)   At  no  time shall the Swing Line Commitment  exceed  the
     Aggregate  Revolving  Loan  Commitment, and  any  reduction  of  the
     Aggregate  Revolving  Loan Commitment which  reduces  the  Aggregate
     Revolving Loan Commitment below the then-current amount of the Swing
     Line Commitment shall result in an automatic corresponding reduction
     of  the  Swing  Line  Commitment to  the  amount  of  the  Aggregate
     Revolving Loan Commitment, as so reduced, without any action on  the
     part  of  the  Swing Line Lender.  At no time shall the  Swing  Line
     Commitment  exceed the Revolving Loan Commitment of the  Swing  Line
     Lender, and any reduction of the Aggregate Revolving Loan Commitment
     which reduces the Revolving Loan Commitment of the Swing Line Lender
     below  the  then-current amount of the Swing Line  Commitment  shall
     result  in  an automatic corresponding reduction of the  Swing  Line
     Commitment  to  the amount of the Revolving Loan Commitment  of  the
     Swing Line Lender, as so reduced, without any action on the part  of
     the Swing Line Lender.

2.08 Optional Prepayments.  Subject to Section 4.04, the Company may,  at
any  time or from time to time,upon not less than two (2) Business  Days'
irrevocable notice to the Agent, in respect of Offshore Rate  Loans,  and
in  respect  of  Base Rate Loans, by not later than 11:00  a.m.  (Central
time)  on  the  prepayment date, prepay Loans in whole  or  in  part,  in
minimum  amounts of$500,000 or any multiple of $100,000 in excess thereof
for  LIBOR Rate Loans and in minimum amounts of $100,000 or any  multiple
of  $50,000  in  excess  thereof for Base Rate  Loans.   Such  notice  of
prepayment  shall  specify the date and amount of such prepayment,  which
Loans areto be prepaid and the Type(s) of such Loans to be prepaid.   The
Agent will promptly notify each Lender of its receipt of any such notice,
and  of  such Lender's Pro Rata Share of such prepayment.  If such notice
is  given by the Company, the Company shall make such prepayment and  the
payment amount specified in such notice shall be due and payable  on  the
date  specified therein, together, in the case of LIBOR Rate Loans,  with
accrued  interest to each such date on the amount prepaid and any amounts
required pursuant to Section 4.04.  Optional prepayments shall be applied
to  Term  Loans  in the inverse order of maturity.  Optional  Prepayments
shall be applied to each Lender according to its Pro Rata Share.

2.09 Mandatory Prepayments of Loans.

          (a)   If  on  any date the Effective Amount of L/C  Obligations
     exceeds the L/C Commitment, the Company shall Cash Collateralize  on
     such  date the outstanding Letters of Credit in an amount  equal  to
     the  excess  of the maximum amount then available to be drawn  under
     the Letters of Credit over the Aggregate L/C Commitment.  Subject to
     Section  4.04,  if  on  any date after giving  effect  to  any  Cash
     Collateralization  made  on  such date  pursuant  to  the  preceding
     sentence,  the Effective Amount of all Revolving Loans,  Swing  Line
     Loans  and Term Loans then outstanding plus the Effective Amount  of
     all  L/C  Obligations exceeds the Aggregate Commitment, the  Company
     shall  immediately,  and  without  notice  or  demand,  prepay   the
     outstanding principal amount of the Revolving Loans and L/C Advances
     by an amount equal to the applicable excess.

          (b)  Within five (5) Business Days after the end of each fiscal
     quarter,  the Company shall prepay the Loans in an amount  equal  to
     100%  of  the  sum of(a) the Net Proceeds realized  upon  all  Asset
     Dispositions  made by the Company or any Subsidiary in  such  fiscal
     quarter,  the  insurance proceeds received by  the  Company  or  any
     Subsidiary  in  such  fiscal quarter following a casualty  involving
     such Person's property, and the payments received by the Company  or
     any  Subsidiary in such fiscal quarter from a condemnation  of  such
     Person's property, aggregating in excess of $500,000, to the  extent
     any  of the foregoing Net Proceeds are not applied (or committed  to
     be  applied)  within  180  days after the  consummation  or  receipt
     thereof,  as applicable, to the purchase of similar assets that  are
     not  classified as current assets under GAAP and are used or  useful
     in the business of the Company and its Subsidiaries or to the repair
     or  restoration  of  such Person's property.   The  amount  of  such
     prepayment shall be applied first to the then outstanding  principal
     balance  of the Term Loans in inverse order of maturity and then  to
     the then outstanding Revolving Loans.  The Revolving Loan Commitment
     of  each Lender shall automatically be reduced by an amount equal to
     such  Lender's  Pro  Rata  Revolving Share  of  the  amount  of  the
     prepayment  pursuant to this subsection 2.09(b), if any, applied  to
     the  Revolving  Loans.   All accrued commitment  fees  to,  but  not
     including the effective date of any reduction or termination of  the
     Revolving Loan Commitments, shall be paid on the effective  date  of
     such reduction or termination.

          (c)    If  the  Company  or  any  Subsidiary  shall  incur  any
     Indebtedness  (other than Indebtedness permitted to be  incurred  by
     subsection 8.05), the Company shall promptly notify the Agent of the
     estimated  Net  Proceeds of such issuance  to  be  received  by  the
     Company  or such Subsidiary in respect thereof.  Promptly upon,  and
     in  no event later than three (3) days after, receipt by the Company
     or  such  Subsidiary of Net Proceeds of such incurrence, the Company
     shall prepay the Obligations in an amount equal to 100% of such  Net
     Proceeds.

          (d)  If the Company or any Subsidiary shall issue new common or
     preferred equity, the Company shall promptly notify the Agent of the
     estimated  Net  Proceeds of such issuance to  be  received   by  the
     Company  or such Subsidiary in respect thereof.  Promptly upon,  and
     in  no event later than three (3) days after, receipt by the Company
     or  such  Subsidiary of Net Proceeds of such issuance,  the  Company
     shall  prepay the Obligations in an amount equal to 50% of such  Net
     Proceeds.  (e)  Any prepayments pursuant to subsections  2.09(c)-(d)
     shall  be applied first to the outstanding principal balance of  the
     Term Loans in inverse order of maturity, and then to the outstanding
     principal  balance of the Revolving Loans (without any reduction  in
     the  Revolving  Loan Commitment of any Lender).  The  Company  shall
     pay,  together with each prepayment under this Section 2.09, accrued
     interest on the amount prepaid and any amounts required pursuant  to
     Section  4.03  to  reimburse Agent for any breakage or  redeployment
     costs incurred by Lenders relating to prepayments of any LIBOR  Rate
     Loans.

2.10 Repayment.

          (a)   Term  Loans.  The Company shall repay the Term  Loans  on
     each  date  set  forth below as follows (each a  "Principal  Payment
     Date"):

                     Date         Term Loan
                                   Payment
                 1/31/01       $   461,156.25
                 4/30/01           461,156.25
                 7/31/01           461,156.25
                 10/31/01          461,156.25
                 1/31/02           461,156.25
                 4/30/02           461,156.25
                 6/30/02        $6,464,310.50
                  Total         $9,231,248.00

          (b)   The  Revolving Credit.  The Company shall  repay  to  the
     Lenders  on  the  Revolving  Loan  Termination  Date  the  aggregate
     principal amount of Revolving Loans outstanding on such date.

2.11 Interest.

          (a)   Each Revolving Loan and Term Loan shall bear interest  on
     the   outstanding  principal  amount  thereof  from  the  applicable
     Borrowing  Date at a rate per annum equal to the LIBOR Rate  or  the
     Base Rate, as the case may be(and subject to the Company's right  to
     convert  to  other  Types  of  Loans underSection  2.04),  plus  the
     Applicable LIBOR Rate Margin or the Applicable Base Rate Margin,  as
     applicable.

          (b)   Interest  on each Revolving Loan and Term Loan  shall  be
     paid  in  arrears on each Interest Payment Date.  Interest  on  Base
     Rate  Loans shall also be paid on the date of any payment (including
     prepayment)  in  full thereof.  Interest on LIBOR Rate  Loans  shall
     also  be  paid on the date of any prepayment of Loans under  Section
     2.08  or  2.09  for  the portion of the Loans so  prepaid  and  upon
     payment   (including  prepayment)  in  full  thereof.   During   the
     existence  of any Event of Default, interest on all Loans  shall  be
     paid  on  demand of the Agent at the request or with the consent  of
     the Required Lenders.

          (c)   Notwithstanding subsection (a) of this  Section,  if  any
     amount  of principal of or interest on any Loan, or any other amount
     payable  hereunder or under any other Loan Document is not  paid  in
     full  when due (whether at stated maturity, by acceleration,  demand
     or  otherwise),  the Company agrees to pay interest on  such  unpaid
     principal  or  other amount, from the date such amount  becomes  due
     until  the  date such amount is paid in full, and after as  well  as
     before any entry of judgment thereon to the extent permitted by law,
     payable on demand, at a fluctuating rate per annum equal to the Base
     Rate, plus the Applicable Base Rate Margin, plus two percent (2.0%).

          (d)   Anything  herein  to  the contrary  notwithstanding,  the
     obligations of the Company to any Lender hereunder shall be  subject
     to  the  limitation that payments of interest shall not be  required
     for  any  period  for which interest is computed hereunder,  to  the
     extent  (but  only to the extent) that contracting for or  receiving
     such  payment by such Lender would be contrary to the provisions  of
     any  law  applicable  to such Lender limiting the  highest  rate  of
     interest that may be lawfully contracted for, charged or received by
     such  Lender,  and in such event the Company shall pay  such  Lender
     interest at the highest rate permitted by applicable law.

2.12 Fees.  In addition to certain fees described in Section 3.08:

          (a)   Arrangement Fees.  The Company shall pay  an  arrangement
     fee to the Agent in an amount equal to fifty (50) basis points times
     the Aggregate Commitment.

          (b)   Commitment Fees.  The Company shall pay to the Agent  for
     the account of each Revolving Lender a commitment fee on the average
     daily  unused  portion  of  such Revolving Lender's  Revolving  Loan
     Commitment,  computed on a quarterly basis in arrears  on  the  last
     Business Day of each fiscal quarter based upon the daily utilization
     for that quarter as calculated by the Agent, equal to the Applicable
     Commitment  Fee Percentage.  For purposes of calculating utilization
     under  this  subsection,  the Revolving Loan  Commitments  shall  be
     deemed used to the extent of the Effective Amount of Revolving Loans
     then  outstanding (excluding any outstanding Swing Line Loans), plus
     the  Effective  Amount  of L/C Obligations then  outstanding.   Such
     commitment  fee shall accrue from the date hereof to  the  Revolving
     Loan  Termination  Date and shall be due and  payable  quarterly  in
     arrears  on  the last Business Day of each fiscal quarter commencing
     on  October  31, 2000, through the Revolving Loan Termination  Date,
     with  the final payment to be made on the Revolving Loan Termination
     Date; provided that, in connection with any reduction or termination
     of  Revolving  Loan  Commitments under  Section  2.07,  the  accrued
     commitment  fee calculated for the period ending on such date  shall
     also be paid on the date of such reduction or termination, with  the
     following  quarterly payment being calculated on the  basis  of  the
     period  from  such reduction or termination date to  such  quarterly
     payment date.  The commitment fees provided in this subsection shall
     accrue  at  all  times after the above-mentioned commencement  date,
     including at any time during which one or more conditions in Article
     V are not met.

          (c)   Seasonal Loan commitment Fee.  In the event  the  Company
     obtains  any advance for Seasonal Availability during the months  of
     July,  August, September and October of any year, the Company  shall
     pay  to  the  Agent  a Seasonal Loan Commitment Fee  for  such  year
     concurrently with the advance for such Seasonal Availability.

2.13 Computation of Fees and Interest.

     (a)   All  computations of interest for Base Rate Loans  when  the
Base  Rate  is determined by BofA's "prime rate" shall be made  on  the
basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed.  All other computations of fees and interest shall be made  on
the  basis of a 360-day year and actual days elapsed (which results  in
more  interest being paid than if computed on the basis  of  a  365-day
year).  Interest and fees shall accrue during each period during  which
interest  or such fees are computed from the first day thereof  to  the
last day thereof.
          (b)   Each determination of an interest rate by the Agent shall
     be  conclusive  and binding on the Company and the  Lenders  in  the
     absence of manifest error.

2.14 Payments by the Company.

     (a)   All payments to be made by the Company shall be made without
set-off,  recoupment  or counterclaim.  Except as  otherwise  expressly
provided herein, all payments by the Company shall be made to the Agent
for the account of the Lenders at the Agent's Payment Office, and shall
be  made  in dollars and in immediately available funds, no later  than
11:00 a.m. (Central time) on the date specified herein.  The Agent will
promptly distribute to each Lender its applicable share of such payment
in like funds as received which, except as otherwise expressly provided
herein,  shall be based upon such Lender's Pro Rata Share of the  Loans
in  respect of which such payment has been made.  Any payment  received
by  the  Agent later than 1:00 p.m. (Central time) shall be  deemed  to
have  been  received on the following Business Day and  any  applicable
interest or fee shall continue to accrue.
          (b)   Subject to the provisions set forth in the definition  of
     "Interest Period" herein, whenever any payment is due on a day other
     than  a  Business Day, such payment shall be made on  the  following
     Business  Day,  and such extension of time shall  in  such  case  be
     included in the computation of interest or fees, as the case may be.

          (c)  Unless the Agent receives notice from the Company prior to
     the date on which any payment is due to the Lenders that the Company
     will  not make such payment in full as and when required, the  Agent
     may  assume  that the Company has made such payment in full  to  the
     Agent on such date in immediately available funds and the Agent  may
     (but  shall  not be so required), in reliance upon such  assumption,
     distribute  to each Lender on such due date an amount equal  to  the
     amount  then due such Lender.  If and to the extent the Company  has
     not  made such payment in full to the Agent, each Lender shall repay
     to  the  Agent  on  demand such amount distributed to  such  Lender,
     together  with interest thereon at the Federal Funds Rate  for  each
     day  from  the date such amount is distributed to such Lender  until
     the date repaid.

2.15 Payments by the Lenders to the Agent.

          (a)  Unless the Agent receives notice from a Lender on or prior
     to  the  Closing  Date or, with respect to any Borrowing  after  the
     Closing  Date, at least one Business Day prior to the date  of  such
     Borrowing,  that  such Lender will not make available  as  and  when
     required  hereunder to the Agent for the account of the Company  the
     amount  of that Lender's Pro Rata Share of the Borrowing, the  Agent
     may  assume that each Lender has made such amount available  to  the
     Agent  in immediately available funds on the Borrowing Date and  the
     Agent  may  (but  shall not be so required), in reliance  upon  such
     assumption,   make  available  to  the  Company  on  such   date   a
     corresponding  amount.  If and to the extent any  Lender  shall  not
     have  made  its  full amount available to the Agent  in  immediately
     available  funds  and  the  Agent in  such  circumstances  has  made
     available  to  the  Company such amount, that Lender  shall  on  the
     Business  Day  following  such  Borrowing  Date  make  such   amount
     available to the Agent, together with interest at the Federal  Funds
     Rate  for  each  day  during such period.  A  notice  of  the  Agent
     submitted  to  any Lender with respect to amounts owing  under  this
     subsection (a) shall be conclusive, absent manifest error.  If  such
     amount  is  so  made  available, such payment  to  the  Agent  shall
     constitute  such  Lender's Loan on the date  of  Borrowing  for  all
     purposes of this Agreement.  If such amount is not made available to
     the  Agent  on  the Business Day following the Borrowing  Date,  the
     Agent  will  notify the Company of such failure to  fund  and,  upon
     demand by the Agent, the Company shall pay such amount to the  Agent
     for the Agent's account, together with interest thereon for each day
     elapsed since the date of such Borrowing, at a rate per annum  equal
     to  the interest rate applicable at the time to the Loans comprising
     such  Borrowing.   The  Company may, subject to  the  provisions  of
     Section 2.05 and 2.06, utilize the proceeds of a Swing Line Loan  to
     make such payment to the Agent.

          (b)   The  failure  of  any Lender to  make  any  Loan  on  any
     Borrowing  Date shall not relieve any other Lender of any obligation
     hereunder to make a Loan on such Borrowing Date, but no Lender shall
     be  responsible for the failure of any other Lender to make the Loan
     to be made by such other Lender on any Borrowing Date.

2.16  Sharing  of  Payments, Etc.  If, other than as  expressly  provided
elsewhere herein, any Lender shall obtain on account of the Loans made by
it  any payment (whether voluntary, involuntary, through the exercise  of
any  right  of set-off, or otherwise) in excess of its ratable share  (or
other  share  contemplated hereunder), such Lender shall immediately  (a)
notify  the  Agent of such fact, and (b) purchase from the other  Lenders
such  participations in the Loans made by them as shall be  necessary  to
cause  such purchasing Lender to share the excess payment pro  rata  with
each  of  them;  provided, however, that if all or any  portion  of  such
excess  payment is thereafter recovered from the purchasing Lender,  such
purchase  shall to that extent be rescinded and each other  Lender  shall
repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender's ratable share (according  to
the  proportion  of  (i)  the  amount of such  paying  Lender's  required
repayment  to  (ii)  the total amount so recovered  from  the  purchasing
Lender) of any interest or other amount paid or payable by the purchasing
Lender  in respect of the total amount so recovered.  The Company  agrees
that any Lender so purchasing a participation from another Lender may, to
the  fullest extent permitted by law, exercise all its rights of  payment
(including  the  right  of set-off, but subject to  Section  11.10)  with
respect to such participation as fully as if such Lender were the  direct
creditor  of the Company in the amount of such participation.  The  Agent
will  keep records (which shall be conclusive and binding in the  absence
of  manifest  error) of participations purchased under this  Section  and
will  in  each  case notify the Lenders following any such  purchases  or
repayments.

2.17 Security Guaranties.

     (a)   All obligations of the Company and the Guarantors under this
Agreement,  the Notes and all other Loan Documents shall be secured  in
accordance with the Collateral Documents.
     (b)  All obligations of the Company under this Agreement, each  of
the  Notes  and  all  other  Loan Documents  shall  be  unconditionally
guaranteed by the Guarantors pursuant to the Subsidiary Guaranty.


                               ARTICLE III
                          THE LETTERS OF CREDIT
3.01 The Letter of Credit Subfacility.

          (a)   On  the  terms and conditions set forth  herein  (i)  the
     Issuer agrees, (A) from time to time on any Business Day, during the
     period from the Closing Date to the day which is five days prior  to
     the  Revolving Loan Termination Date, to issue Letters of Credit for
     the  account of the Company in an aggregate Stated Amount at any one
     time  that, together with the aggregate Stated Amount of  all  other
     outstanding  Letters  of  Credit issued pursuant  hereto,  does  not
     exceed  the L/C Commitment, and to amend or renew Letters of  Credit
     previously issued by it, in accordance with subsections 3.02(c)  and
     3.02(d),  and (B) to honor drafts under the Letters of  Credit;  and
     (ii) the Lenders severally agree to participate in Letters of Credit
     Issued  for  the account of the Company; provided, that  the  Issuer
     shall  not be obligated to Issue, and no Revolving Lender  shall  be
     obligated to participate in, any Letter of Credit if as of the  date
     of  Issuance of such Letter of Credit (the "Issuance Date") (1)  the
     Effective Amount of all L/C Obligations plus the Effective Amount of
     all  Revolving Loans and of all Swing Line Loans exceeds the  lesser
     of  (i)  Aggregate Revolving Loan Commitment and (ii) the  Borrowing
     Base  at  such  time, (2) the participation of  any  Lender  in  the
     Effective Amount of all L/C Obligations plus the Effective Amount of
     the  Revolving Loans of such Lender and such Revolving Lender's  Pro
     Rata  Revolving  Share of any outstanding Swing Line  Loans  exceeds
     such  Lender's  Commitment,  or (3)  the  Effective  Amount  of  L/C
     Obligations  exceeds  the  L/C  Commitment.   Within  the  foregoing
     limits,  and  subject to the other terms and conditions hereof,  the
     Company's  ability  to  obtain Letters  of  Credit  shall  be  fully
     revolving,  and, accordingly, the Company may, during the  foregoing
     period, obtain Letters of Credit to replace Letters of Credit  which
     have expired or which have been drawn upon and reimbursed.

          (b)  The Issuer is under no obligation to, and shall not, Issue
     any Letter of Credit if:

               (i)   any  order,  judgment or decree of any  Governmental
          Authority or arbitrator shall by its terms purport to enjoin or
          restrain the Issuer from Issuing such Letter of Credit, or  any
          Requirement of Law applicable to the Issuer or any  request  or
          directive  (whether or not having the force of  law)  from  any
          Governmental Authority with jurisdiction over the Issuer  shall
          prohibit, or request that the Issuer refrain from, the Issuance
          of  letters  of credit generally or such Letter  of  Credit  in
          particular or shall impose upon the Issuer with respect to such
          Letter   of   Credit  any  restriction,  reserve   or   capital
          requirement  (for which the Issuer is not otherwise compensated
          hereunder)  not in effect on the Closing Date, or shall  impose
          upon  the  Issuer any unreimbursed loss, cost or expense  which
          was not applicable on the Closing Date and which the Issuer  in
          good  faith  deems material to it; provided, however,  that  in
          such  event  any  of  the  other Lenders  may,  in  their  sole
          discretion, with the consent of the Company, become  an  Issuer
          hereunder;

               (ii)  the  Issuer  has received written  notice  from  any
          Revolving Lender, the Agent or the Company, on or prior to  the
          Business  Day prior to the requested date of Issuance  of  such
          Letter of Credit, that one or more of the applicable conditions
          contained in Article V is not then satisfied;

               (iii)      the  expiry  date of any  requested  Letter  of
          Credit  is  (A) more than 365 days after the date of  Issuance,
          unless the Required Revolving Lenders have approved such expiry
          date in writing, or (B) after the date which is five days prior
          to  the  Revolving  Loan Termination Date, unless  all  of  the
          Revolving Lenders have approved such expiry date in writing;

               (iv) the expiry date of any requested Letter of Credit  is
          prior  to the maturity date of any financial obligation  to  be
          supported by the requested Letter of Credit;

               (v)   any requested Letter of Credit does not provide  for
          drafts, or is not otherwise in form and substance acceptable to
          the Issuer; or

               (vi)  such  Letter  of Credit is to be  denominated  in  a
          currency other than Dollars.

3.02 Issuance, Amendment and Renewal of Letters of Credit.

     (a)   Each  Letter of Credit shall be issued upon the  irrevocable
written request of the Company received by the Issuer (with a copy sent
by  the Company to the Agent) at least four days (or such shorter  time
as  the  Issuer  may  agree  in  a  particular  instance  in  its  sole
discretion) prior to the proposed date of issuance.  Each such  request
for  issuance  of  a Letter of Credit shall be by facsimile,  confirmed
immediately  in an original writing, in the form of an L/C  Application
(or  such  other form as shall be acceptable to the Issuer), and  shall
specify in form and detail satisfactory to the Issuer: (i) the proposed
date  of  issuance of the Letter of Credit (which shall be  a  Business
Day);  (ii)  the face amount of the Letter of Credit; (iii) the  expiry
date  of  the  Letter  of  Credit; (iv) the name  and  address  of  the
beneficiary  thereof;  (v)  the  documents  to  be  presented  by   the
beneficiary  of the Letter of Credit in case of any drawing thereunder;
(vi)  the  full  text  of  any  certificate  to  be  presented  by  the
beneficiary  in  case of any drawing thereunder; and (vii)  such  other
matters as the Issuer may require.
          (b)   At  least two Business Days prior to the Issuance of  any
     Letter of Credit (or such shorter time as the Agent may agree  in  a
     particular instance in its sole discretion), the Issuer will confirm
     with  the  Agent  (by telephone or in writing) that  the  Agent  has
     received  a copy of the L/C Application or L/C Amendment Application
     from the Company and, if not, the Issuer will provide the Agent with
     a  copy thereof.  Unless the Issuer has received notice on or before
     the  Business  Day immediately preceding the date the Issuer  is  to
     issue a requested Letter of Credit from the Agent (A) directing  the
     Issuer  not to issue such Letter of Credit because such issuance  is
     not  then  permitted under subsection 3.01(a) as  a  result  of  the
     limitations  set  forth  in  clauses  (1)  through  (3)  thereof  or
     subsection 3.01(b)(ii); or (B) that one or more conditions specified
     in  Article V are not then satisfied; then, subject to the terms and
     conditions hereof, the Issuer shall, on the requested date, issue  a
     Letter  of Credit for the account of the Company in accordance  with
     the Issuer's usual and customary business practices.

          (c)   From time to time while a Letter of Credit is outstanding
     and  prior to the Revolving Loan Termination Date, the Issuer  will,
     upon the written request of the Company received by the Issuer (with
     a  copy  sent by the Company to the Agent) at least three  days  (or
     such  shorter time as the Issuer may agree in a particular  instance
     in  its  sole  discretion) prior to the proposed date of  amendment,
     amend  any  Letter  of Credit issued by it.  Each such  request  for
     amendment  of  a  Letter  of  Credit shall  be  made  by  facsimile,
     confirmed immediately in an original writing, made in the form of an
     L/C  Amendment  Application and shall specify  in  form  and  detail
     satisfactory to the Issuer:  (i) the Letter of Credit to be amended;
     (ii)  the proposed date of amendment of the Letter of Credit  (which
     shall  be  a  Business  Day);  (iii)  the  nature  of  the  proposed
     amendment;  and (iv) such other matters as the Issuer  may  require.
     The  Issuer  shall  be under no obligation to amend  any  Letter  of
     Credit if:  (A) the Issuer would have no obligation at such time  to
     issue  such Letter of Credit in its amended form under the terms  of
     this  Agreement; or (B) the beneficiary of any such letter of Credit
     does not accept the proposed amendment to the Letter of Credit.  The
     Agent  will promptly notify the Revolving Lenders of the receipt  by
     it of any L/C Application or L/C Amendment Application.

          (d)   The Issuer and the Lenders agree that, while a Letter  of
     Credit  is  outstanding and prior to the Revolving Loan  Termination
     Date,  at the option of the Company and upon the written request  of
     the  Company received by the Issuer (with a copy sent by the Company
     to the Agent) at least five days (or such shorter time as the Issuer
     may agree in a particular instance in its sole discretion) prior  to
     the  proposed date of notification of renewal, the Issuer  shall  be
     entitled to authorize the automatic renewal of any Letter of  Credit
     issued  by it.  Each such request for renewal of a Letter of  Credit
     shall  be  made by facsimile, confirmed immediately in  an  original
     writing,  in  the  form of an L/C Amendment Application,  and  shall
     specify  in  form  and detail satisfactory to the  Issuer:  (i)  the
     Letter  of  Credit  to  be  renewed;  (ii)  the  proposed  date   of
     notification of renewal of the Letter of Credit (which  shall  be  a
     Business  Day);  (iii)  the revised expiry date  of  the  Letter  of
     Credit; and (iv) such other matters as the Issuer may require.   The
     Issuer shall be under no obligation so to renew any Letter of Credit
     if: (A) the Issuer would have no obligation at such time to issue or
     amend  such Letter of Credit in its renewed form under the terms  of
     this  Agreement; or (B) the beneficiary of any such Letter of Credit
     does  not  accept the proposed renewal of the Letter of Credit.   If
     any  outstanding  Letter of Credit shall provide that  it  shall  be
     automatically renewed unless the beneficiary thereof receives notice
     from the Issuer that such Letter of Credit shall not be renewed, and
     if  at the time of renewal the Issuer would be entitled to authorize
     the  automatic  renewal of such Letter of Credit in accordance  with
     this  subsection  3.02(d) upon the request of the  Company  but  the
     Issuer  shall  not have received any L/C Amendment Application  from
     the  Company with respect to such renewal or other written direction
     by the Company with respect thereto, the Issuer shall nonetheless be
     permitted  to allow such Letter of Credit to renew, and the  Company
     and the Lenders hereby authorize such renewal, and, accordingly, the
     Issuer shall be deemed to have received an L/C Amendment Application
     from the Company requesting such renewal.

          (e)   The  Issuer may, at its election (or as required  by  the
     Agent  at the direction of the Required Revolving Lenders) and  upon
     reasonable  prior written notice to the Company and subject  to  the
     terms  of  the applicable Letter of Credit, deliver any  notices  of
     termination  or  other  communications  to  any  Letter  of   Credit
     beneficiary or transferee, and take any other action as necessary or
     appropriate,  at any time and from time to time, in order  to  cause
     the expiry date of such Letter of Credit to be a date not later than
     the  date which is five days prior to the Revolving Loan Termination
     Date.

          (f)   This Agreement shall control in the event of any conflict
     with any L/C-Related Document (other than any Letter of Credit).

          (g)  The Issuer will also deliver to the Agent, concurrently or
     promptly  following its delivery of a Letter of Credit, or amendment
     to  or  renewal  of  a Letter of Credit, to an advising  bank  or  a
     beneficiary, a true and complete copy of each such Letter of  Credit
     or amendment to or renewal of a Letter of Credit.

3.03 Risk Participations, Drawings and Reimbursements.

          (a)   Immediately upon the Issuance of each Letter  of  Credit,
     each Revolving Lender shall be deemed to, and hereby irrevocably and
     unconditionally agrees to, purchase from the Issuer a  participation
     in  such  Letter of Credit and each drawing thereunder in an  amount
     equal  to  the product of (i) the Pro Rata Revolving Share  of  such
     Revolving  Lender,  times (ii) the maximum amount  available  to  be
     drawn  under  such Letter of Credit and the amount of such  drawing,
     respectively.  For purposes of subsection 2.01(b), each Issuance  of
     a  Letter  of  Credit shall be deemed to utilize the Revolving  Loan
     Commitment of each Revolving Lender by an amount equal to the amount
     of such participation.

          (b)   In  the event of any request for a drawing under a Letter
     of  Credit by the beneficiary or transferee thereof, the Issuer will
     promptly notify the Company.  The Company shall reimburse the Issuer
     prior to 11:00 a.m. (Central time), on each date that any amount  is
     paid  by  the Issuer under any Letter of Credit (each such date,  an
     "Honor  Date"), in an amount in Dollars equal to the amount so  paid
     by  the  Issuer.   In the event the Company fails to  reimburse  the
     Issuer the full amount of any drawing under any Letter of Credit  by
     11:00  a.m.  (Central  time)  on the Honor  Date,  the  Issuer  will
     promptly  notify the Agent and the Agent will promptly  notify  each
     Lender  thereof, and the Company shall be deemed to  have  requested
     that  Base Rate Loans in an amount equal to such unreimbursed amount
     be  made by the Revolving Lenders to be disbursed on the Honor  Date
     under such Letter of Credit, subject to the amount of the unutilized
     portion  of  the Aggregate Revolving Loan Commitment and subject  to
     the  conditions set forth in Section 5.02.  Any notice given by  the
     Issuer or the Agent pursuant to this subsection 3.03(b) may be  oral
     if  immediately  confirmed  in  writing  (including  by  facsimile);
     provided  that the lack of such an immediate confirmation shall  not
     affect the conclusiveness or binding effect of such notice.

          (c)   Each  Revolving Lender shall upon any notice pursuant  to
     subsection  3.03(b) make available to the Agent for the  account  of
     the  relevant  Issuer  an  amount  in  Dollars  and  in  immediately
     available funds equal to its Pro Rata Revolving Share of the  Dollar
     Equivalent of the amount of the drawing, whereupon the participating
     Revolving  Lenders  shall (subject to subsection  3.03(d))  each  be
     deemed to have made a Revolving Loan consisting of a Base Rate  Loan
     to  the Company in that amount.  If any Revolving Lender so notified
     fails  to make available to the Agent for the account of the  Issuer
     the  amount of such Revolving Lender's Pro Rata Share of the  Dollar
     Equivalent of the amount of the drawing by no later than  1:00  p.m.
     (Central time) on the Honor Date, then interest shall accrue on such
     Revolving  Lender's obligation to make such payment, from the  Honor
     Date to the date such Revolving Lender makes such payment, at a rate
     per  annum  equal to the Federal Funds Rate in effect from  time  to
     time during such period.  The Agent will promptly give notice of the
     occurrence of the Honor Date, but failure of the Agent to  give  any
     such  notice on the Honor Date or in sufficient time to  enable  any
     Revolving  Lender  to  effect such payment on such  date  shall  not
     relieve  such  Revolving  Lender from  its  obligations  under  this
     Section 3.03.

          (d)   With  respect  to any unreimbursed drawing  that  is  not
     converted into Revolving Loans consisting of Base Rate Loans to  the
     Company  in  whole or in part, because of the Company's  failure  to
     satisfy  the conditions set forth in Section 5.02 or for  any  other
     reason, the Company shall be deemed to have incurred from the Issuer
     an  L/C  Borrowing in the Dollar Equivalent of the  amount  of  such
     drawing,  which  L/C Borrowing shall be due and  payable  on  demand
     (together with interest) and shall bear interest at a rate per annum
     equal  to the Base Rate, plus the Applicable Base Rate Margin,  plus
     2.0%  per  annum, and each Revolving Lender's payment to the  Issuer
     pursuant to subsection 3.03(c) shall be deemed payment in respect of
     its  participation in such L/C Borrowing and shall constitute an L/C
     Advance   from  such  Revolving  Lender  in  satisfaction   of   its
     participation obligation under this Section 3.03.

          (e)  Each Revolving Lender's obligation in accordance with this
     Agreement   to  make  the  Revolving  Loans  or  L/C  Advances,   as
     contemplated by this Section 3.03, as a result of a drawing under  a
     Letter  of  Credit, shall be absolute and unconditional and  without
     recourse   to  the  Issuer  and  shall  not  be  affected   by   any
     circumstance,  including (i) any set-off, counterclaim,  recoupment,
     defense  or other right which such Revolving Lender may have against
     the  Issuer,  the  Company  or  any  other  Person  for  any  reason
     whatsoever;  (ii)  the occurrence or continuance of  a  Default,  an
     Event  of  Default or a Material Adverse Effect; or (iii) any  other
     circumstance, happening or event whatsoever, whether or not  similar
     to  any  of  the  foregoing; provided, however, that each  Revolving
     Lender's obligation to make Revolving Loans under this Section  3.03
     is subject to the conditions set forth in Section 5.02.

3.04 Repayment of Participations.

          (a)   Upon (and only upon) receipt by the Agent for the account
     of  the  Issuer of immediately available funds in Dollars  from  the
     Company (i) in reimbursement of any payment made by the Issuer under
     the  Letter of Credit with respect to which any Revolving Lender has
     paid  the  Agent  for the account of the Issuer for  such  Revolving
     Lender's  participation in the Letter of Credit pursuant to  Section
     3.03 or (ii) in payment of interest thereon, the Agent will promptly
     pay to each Revolving Lender, in the same funds as those received by
     the  Agent  for  the  account  of the Issuer,  the  amount  of  such
     Revolving Lender's Pro Rata Revolving Share of such funds,  and  the
     Issuer  shall receive the amount of the Pro Rata Revolving Share  of
     such funds of any Revolving Lender that did not so pay the Agent for
     the account of the Issuer.

          (b)   If  the  Agent or the Issuer is required at any  time  to
     return  to  the  Company,  or  to a trustee,  receiver,  liquidator,
     custodian, or any official in any Insolvency Proceeding, any portion
     of  the payments made by the Company to the Agent for the account of
     the  Issuer  pursuant to subsection 3.04(a) in  reimbursement  of  a
     payment  made under the Letter of Credit or interest or fee thereon,
     each  Revolving  Lender  shall, on demand of  the  Agent,  forthwith
     return  to  the  Agent  or the Issuer the amount  of  its  Pro  Rata
     Revolving  Share  of any amounts so returned by  the  Agent  or  the
     Issuer  plus interest thereon from the date such demand is  made  to
     the  date such amounts are returned by such Revolving Lender to  the
     Agent  or the Issuer, at a rate per annum equal to the Federal Funds
     Rate in effect from time to time.

3.05 Role of the Issuer.

     (a)  Each Lender and the Company agree that, in paying any drawing
under  a Letter of Credit, the Issuer shall not have any responsibility
to  obtain  any  document (other than any sight draft and  certificates
expressly required by the Letter of Credit) or to ascertain or  inquire
as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.
          (b)    No  Agent-Related  Person  nor  any  of  the  respective
     correspondents,  participants or assignees of the  Issuer  shall  be
     liable  to  any  Lender  for: (i) any action  taken  or  omitted  in
     connection  herewith  at the request or with  the  approval  of  the
     Lenders  (including  the  Required  Lenders  or  Required  Revolving
     Lenders,  as  applicable); (ii) any action taken or omitted  in  the
     absence of gross negligence or willful misconduct; or (iii) the  due
     execution,  effectiveness, validity or enforceability  of  any  L/C-
     Related Document.

          (c)   The  Company  hereby assumes all risks  of  the  acts  or
     omissions of any beneficiary or transferee with respect to  its  use
     of  any Letter of Credit; provided, however, that this assumption is
     not intended to, and shall not, preclude the Company's pursuing such
     rights  and  remedies  as  it may have against  the  beneficiary  or
     transferee  at  law or under any other agreement.  No  Agent-Related
     Person,  nor  any of the respective correspondents, participants  or
     assignees of the Issuer, shall be liable or responsible for  any  of
     the  matters described in clauses (i) through (vii) of Section 3.06;
     provided,  however,  anything  in  such  clauses  to  the   contrary
     notwithstanding,  that  the Company may have  a  claim  against  the
     Issuer,  and the Issuer may be liable to the Company, to the extent,
     but  only  to the extent, of any direct, as opposed to consequential
     or  exemplary,  damages suffered by the Company  which  the  Company
     proves  were  caused  by the Issuer's willful  misconduct  or  gross
     negligence  or the Issuer's willful failure to pay under any  Letter
     of Credit after the presentation to it by the beneficiary of a sight
     draft  and  certificate(s) strictly complying  with  the  terms  and
     conditions  of  a  Letter  of Credit.  In  furtherance  and  not  in
     limitation  of  the foregoing: (i) the Issuer may  accept  documents
     that appear on their face to be in order, without responsibility for
     further  investigation, regardless of any notice or  information  to
     the  contrary; and (ii) the Issuer shall not be responsible for  the
     validity  or sufficiency of any instrument transferring or assigning
     or purporting to transfer or assign a Letter of Credit or the rights
     or  benefits  thereunder or proceeds thereof, in whole or  in  part,
     which may prove to be invalid or ineffective for any reason.

3.06  Obligations  Absolute.  The obligations of the Company  under  this
Agreement  and  any L/C-Related Document to reimburse the  Issuer  for  a
drawing under a Letter of Credit, and to repay any L/C Borrowing and  any
drawing under a Letter of Credit converted into Revolving Loans, shall be
unconditional  and irrevocable, and shall be paid strictly in  accordance
with the terms of this Agreement and each such other L/C-Related Document
under all circumstances, including the following:

          (i)   any  lack of validity or enforceability of this Agreement
     or any L/C-Related Document;

          (ii)  any  material  change in the time,  manner  or  place  of
     payment  of,  or in any other material term of, all or  any  of  the
     obligations of the Company in respect of any Letter of Credit or any
     other  material  amendment or waiver of or any consent  to  material
     departure from all or any of the L/C-Related Documents;

          (iii)     the existence of any claim, set-off, defense or other
     right  that the Company may have at any time against any beneficiary
     or  any  transferee of any Letter of Credit (or any Person for  whom
     any  such  beneficiary or any such transferee may  be  acting),  the
     Issuer  or  any  other  Person,  whether  in  connection  with  this
     Agreement,  the  transactions contemplated hereby  or  by  the  L/C-
     Related Documents or any unrelated transaction;

          (iv) any draft, demand, certificate or other document presented
     under any Letter of Credit proving to be forged, fraudulent, invalid
     or insufficient in any respect or any statement therein being untrue
     or  inaccurate  in  any  respect;  or  any  loss  or  delay  in  the
     transmission or otherwise of any document required in order to  make
     a drawing under any Letter of Credit;

          (v)   any  payment  by the Issuer under any  Letter  of  Credit
     against  presentation  of  a  draft or  certificate  that  does  not
     strictly  comply with the terms of any Letter of Credit without  the
     written  consent of the Company; or any payment made by  the  Issuer
     under  any Letter of Credit to any Person purporting to be a trustee
     in  bankruptcy,  debtor-in-possession, assignee for the  benefit  of
     creditors,  liquidator,  receiver  or  other  representative  of  or
     successor  to  any beneficiary or any transferee of  any  Letter  of
     Credit,  including  any arising in connection  with  any  Insolvency
     Proceeding;

          (vi) any exchange, release or non-perfection of any collateral,
     or  any  release or amendment or waiver of or consent  to  departure
     from  any other guarantee, for all or any of the obligations of  the
     Company in respect of any Letter of Credit; or

          (vii)      any  other  circumstance  or  happening  whatsoever,
     whether or not similar to any of the foregoing, including any  other
     circumstance that might otherwise constitute a defense available to,
     or a discharge of, the Company or a guarantor.

3.07  Cash Collateral Pledge.  Upon (i) the request of the Agent, (A)  if
the  Issuer has honored any full or partial drawing request on any Letter
of Credit and such drawing has resulted in an L/C Borrowing hereunder, or
(B)  if, as of the Revolving Loan Termination Date, any Letters of Credit
may  for  any reason remain outstanding and partially or wholly  undrawn,
(ii)  the occurrence of the circumstances described in subsection 2.09(a)
requiring the Company to Cash Collateralize Letters of Credit,  or  (iii)
the  termination  of the Aggregate Commitment, then,  the  Company  shall
immediately Cash Collateralize the L/C Obligations in an amount equal  to
the L/C Obligations.

3.08 Letter of Credit Fees.

     (a)  The Company shall pay to the Agent for the account of each of
the  Revolving Lenders a stand-by letter of credit fee with respect  to
the  Letters  of Credit equal to the Applicable LIBOR Rate  Margin  for
Revolving Loans times the average daily maximum amount available to  be
drawn  of  the  outstanding stand-by Letters of Credit, computed  on  a
quarterly  basis in arrears on the last Business Day of  each  calendar
quarter  based  upon  stand-by Letters of Credit outstanding  for  that
quarter  as  calculated by the Agent.  Such stand-by letter  of  credit
fees shall be due and payable quarterly in arrears on the last Business
Day  of  each calendar quarter during which stand-by Letters of  Credit
are  outstanding, commencing on the first such quarterly date to  occur
after the Closing Date, through the Revolving Loan Termination Date (or
such  later date upon which the outstanding stand-by Letters of  Credit
shall expire), with the final payment to be made on the Revolving  Loan
Termination Date (or such later expiration date).
          (b)  The Company shall pay to the Agent for the account of each
     of  the Revolving Lenders a Letter of Credit fee with respect to the
     commercial  documentary Letters of Credit equal to 0.25%  times  the
     negotiated  amount,  payable at the time  of  each  negotiation,  as
     calculated by the Agent.

          (c)   The  Company shall pay to the Issuer a letter  of  credit
     fronting  fee  for each Letter of Credit in an amount equal  to  the
     greater  of  0.25%  of the amount of each Letter  of  Credit.   Such
     Letter of Credit fronting fee shall be due and payable on each  date
     of Issuance of a Letter of Credit.

          (d)   The Company shall pay to the applicable Issuer from  time
     to  time on demand the normal issuance, presentation, amendment  and
     other processing fees, and other standard costs and charges, of such
     Issuer relating to letters of credit as from time to time in effect.

3.09 Uniform Customs and Practice.  The Uniform Customs and Practice  for
Documentary Credits as published by the International Chamber of Commerce
most  recently  at  the time of issuance of any Letter  of  Credit  shall
(unless  otherwise expressly provided in the Letters of Credit) apply  to
the Letters of Credit.

                               ARTICLE IV

                 TAXES, YIELD PROTECTION AND ILLEGALITY

4.01 Taxes.

     (a)   Any  and all payments by the Company to each Lender  or  the
Agent  under this Agreement and any other Loan Document shall  be  made
free and clear of, and without deduction or withholding for, any Taxes.
In addition, the Company shall pay all Other Taxes.
          (b)   If  the  Company shall be required by law  to  deduct  or
     withhold any Taxes, Other Taxes or Further Taxes from or in  respect
     of any sum payable hereunder to any Lender or the Agent, then:

               (i)   the  sum payable shall be increased as necessary  so
          that,  after  making all required deductions  and  withholdings
          (including deductions and withholdings applicable to additional
          sums payable under this Section), such Lender or the Agent,  as
          the  case may be, receives and retains an amount equal  to  the
          sum  it would have received and retained had no such deductions
          or withholdings been made;

               (ii)   the   Company  shall  make  such   deductions   and
          withholdings;

               (iii)      the Company shall pay the full amount  deducted
          or withheld to the relevant taxing authority or other authority
          in accordance with applicable law; and

               (iv)  the  Company shall also pay to each  Lender  or  the
          Agent  for the account of such Lender, at the time interest  is
          paid,  Further  Taxes in the amount that the respective  Lender
          specifies  as  necessary to preserve the  after-tax  yield  the
          Lender  would  have  received if such  Taxes,  Other  Taxes  or
          Further Taxes had not been imposed.

          (c)   The  Company agrees to indemnify and hold  harmless  each
     Lender  and  the Agent for the full amount of (i) Taxes, (ii)  Other
     Taxes,  and  (iii) Further Taxes in the amount that  the  respective
     Lender  reasonably specifies as necessary to preserve the  after-tax
     yield  the Lender would have received if such Taxes, Other Taxes  or
     Further  Taxes  had  not been imposed, and any liability  (including
     penalties,   interest,  additions  to  tax  and  expenses)   arising
     therefrom or with respect thereto, whether or not such Taxes,  Other
     Taxes or Further Taxes were correctly or legally asserted; provided,
     however,  that  Agent  shall,  to the extent  possible,  notify  the
     Company  of  the imposition of such Taxes and allow the Company  the
     right  to  contest  such  Taxes, as long as  the  Company  pays  all
     expenses  and costs associated therewith and the Taxes are,  in  the
     Agent's  sole  discretion,  subject to being  reasonably  contested.
     Payment  under  this indemnification shall be made  within  30  days
     after  the  date  the  Lender  or the  Agent  makes  written  demand
     therefor.

          (d)   Within  30  days  after the date of any  payment  by  the
     Company  of  Taxes, Other Taxes or Further Taxes, the Company  shall
     furnish to each Lender or the Agent the original or a certified copy
     of  a  receipt  evidencing payment thereof,  or  other  evidence  of
     payment satisfactory to such Lender or the Agent.

          (e)  If the Company is required to pay any amount to any Lender
     or the Agent pursuant to subsection (b) or (c) of this Section, then
     such Lender shall use reasonable efforts (consistent with legal  and
     regulatory  restrictions) to change the jurisdiction of its  Lending
     Office so as to eliminate any such additional payment by the Company
     which may thereafter accrue, if such change in the sole judgment  of
     such Lender is not otherwise disadvantageous to such Lender.

4.02 Illegality.

     (a)   If  any  Lender  determines that  the  introduction  of  any
Requirement of Law, or any change in any Requirement of Law, or in  the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority  has
asserted that it is unlawful, for any Lender or its applicable  Lending
Office  to make LIBOR Rate Loans, then, on notice thereof by the Lender
to the Company through the Agent, any obligation of that Lender to make
LIBOR Rate Loans shall be suspended until the Lender notifies the Agent
and   the   Company  that  the  circumstances  giving  rise   to   such
determination no longer exist.
          (b)  If a Lender determines that it is unlawful to maintain any
     LIBOR  Rate Loan, the Company shall, upon its receipt of  notice  of
     such  fact  and demand from such Lender (with a copy to the  Agent),
     prepay   in  full  such  LIBOR  Rate  Loans  of  that  Lender   then
     outstanding,  together  with interest accrued  thereon  and  amounts
     required  under Section 4.04, either on the last day of the Interest
     Period thereof, if the Lender may lawfully continue to maintain such
     LIBOR Rate Loans to such day, or immediately, if the Lender may  not
     lawfully continue to maintain such LIBOR Rate Loan.  If the  Company
     is required to so prepay any LIBOR Rate Loan, then concurrently with
     such  prepayment, the Company shall borrow from the affected Lender,
     in the amount of such repayment, a Base Rate Loan.

          (c)   If the obligation of any Lender to make or maintain LIBOR
     Rate  Loans  has  been so terminated or suspended, the  Company  may
     elect,  by  giving notice to the Lender through the Agent  that  all
     Loans  which  would otherwise be made by the Lender  as  LIBOR  Rate
     Loans shall be instead Base Rate Loans.

          (d)   Before giving any notice to the Agent under this Section,
     the  affected Lender shall designate a different Lending Office with
     respect  to its LIBOR Rate Loans if such designation will avoid  the
     need  for giving such notice or making such demand and will not,  in
     the judgment of the Lender, be illegal.

4.03 Increased Costs and Reduction of Return.

          (a)   If  any Lender determines that, due to either  (i)  the
     introduction  of or any change (other than any change  by  way  of
     imposition of or increase in reserve requirements included in  the
     calculation of the LIBOR Rate) in or in the interpretation of  any
     law  or regulation or (ii) the compliance by that Lender with  any
     guideline  or  request from any central bank or other Governmental
     Authority (whether or not having the force of law), there shall be
     any  increase in the cost to such Lender of agreeing  to  make  or
     making,   funding  or  maintaining  any  LIBOR   Rate   Loans   or
     participating in Letters of Credit, or, in the case of the Issuer,
     any  increase  in  the cost to the Issuer of  agreeing  to  issue,
     issuing or maintaining any Letter of Credit or of agreeing to make
     or  making,  funding or maintaining any unpaid drawing  under  any
     Letter of Credit, then the Company shall be liable for, and  shall
     from  time to time, upon demand (with a copy of such demand to  be
     sent  to  the  Agent), pay to the Agent for the  account  of  such
     Lender,  additional  amounts  as  are  reasonably  sufficient   to
     compensate such Lender for such increased costs.
          (b)    If  any  Lender  shall  have  determined  that  (i)  the
     introduction of any Capital Adequacy Regulation, (ii) any change  in
     any  Capital  Adequacy  Regulation,  or  (iii)  any  change  in  the
     interpretation or administration of any Capital Adequacy  Regulation
     by any central bank or other Governmental Authority charged with the
     interpretation or administration thereof, or (iv) compliance by  the
     Lender  (or  its Lending Office) or any corporation controlling  the
     Lender with any Capital Adequacy Regulation, affects or would affect
     the  amount of capital required or expected to be maintained by  the
     Lender  or  any corporation controlling the Lender and (taking  into
     consideration  such  Lender's  or such corporation's  policies  with
     respect  to  capital adequacy and such Lender's  desired  return  on
     capital)  determines that the amount of such capital  is  materially
     increased  as  a  consequence of its Commitment, loans,  credits  or
     obligations  under this Agreement, then, upon demand of such  Lender
     to  the  Company  through the Agent, the Company shall  pay  to  the
     Lender,  from  time to time as reasonably specified by  the  Lender,
     additional  amounts reasonably sufficient to compensate  the  Lender
     for such increase.

4.04  Funding Losses.  The Company shall reimburse each Lender  and  hold
each  Lender  harmless  from any loss or expense  which  the  Lender  may
sustain or incur as a consequence of:

          (a)   the failure of the Company to make on a timely basis  any
     payment of principal of any LIBOR Rate Loan;

          (b)   the failure of the Company to continue or convert a  Loan
     after the Company has given (or is deemed to have given) a Notice of
     Borrowing or a Notice of Conversion/ Continuation;

          (c)   the  failure  of the Company to make  any  prepayment  in
     accordance with any notice delivered under Section 2.08;

          (d)   the  prepayment (including pursuant to Section  2.09)  or
     other payment (including after acceleration thereof) of a LIBOR Rate
     Loan  on  a  day  that is not the last day of the relevant  Interest
     Period other than any prepayment required pursuant to Section  4.02;
     or

          (e)   the automatic conversion under Section 2.04 of any  LIBOR
     Rate  Loan to a Base Rate Loan on a day that is not the last day  of
     the  relevant  Interest Period; including any such loss  or  expense
     arising from the liquidation or reemployment of funds obtained by it
     to  maintain its LIBOR Rate Loans or from fees payable to  terminate
     the  deposits from which such funds were obtained.  For purposes  of
     calculating amounts payable by the Company to the Lenders under this
     Section and under subsection 4.03(a), each LIBOR Rate Loan made by a
     Lender  (and  each  related  reserve,  special  deposit  or  similar
     requirement) shall be conclusively deemed to have been funded at the
     LIBOR used in determining the LIBOR Rate for such LIBOR Rate Loan by
     a  matching  deposit or other borrowing in the interbank  eurodollar
     market  for a comparable amount and for a comparable period, whether
     or not such LIBOR Rate Loan is in fact so funded.

4.05  Inability  to Determine Rates.  If the Agent reasonably  determines
that  for  any  reason adequate and reasonable means  do  not  exist  for
determining the LIBOR Rate for any requested Interest Period with respect
to a proposed LIBOR Rate Loan, or that the LIBOR Rate applicable pursuant
to subsection 2.11(a) for any requested Interest Period with respect to a
proposed LIBOR Rate Loan does not adequately and fairly reflect the  cost
to  the  Lenders of funding such Loan, the Agent will promptly so  notify
the  Company and each Lender.  Thereafter, the obligation of the  Lenders
to  make or maintain LIBOR Rate Loans hereunder shall be suspended  until
the  Agent revokes such notice in writing.  Upon receipt of such  notice,
the Company may revoke without cost or penalty any Notice of Borrowing or
Notice  of Conversion/Continuation then submitted by it.  If the  Company
does  not revoke such Notice, the Lenders shall make, convert or continue
the  Loans,  as proposed by the Company, in the amount specified  in  the
applicable notice submitted by the Company, but such Loans shall be made,
converted or continued as Base Rate Loans instead of LIBOR Rate Loans, as
the case may be.

4.06  Certificates  of  Lenders.  Any Lender  claiming  reimbursement  or
compensation under this Article IV shall deliver to the Company  (with  a
copy  to the Agent) a certificate setting forth in reasonable detail  the
amount payable to the Lender hereunder.

4.07  Substitution of Banks.  Upon the receipt by the  Company  from  any
Lender  (an "Affected Lender") of a claim for compensation under  Section
4.03,of  notice that it cannot make LIBOR Rate Loans under Section  4.02,
or  of  a  claim for Taxes or Further Taxes under Section 4.01, then  the
Agent, at the Company's direction, shall: (i) request the Affected Lender
to  use  good  faith  efforts to obtain a replacement bank  or  financial
institution satisfactory to the Company to acquire and assume  all  or  a
ratable  part  of all of such Affected Lender's Loans and Commitments  at
the  face amount thereof (a "Replacement Lender"); (ii) request one  more
of  the  other Lenders to acquire and assume all or part of such Affected
Lender's Loans and Commitments; or (iii) designate a Replacement  Lender.
Any  such  designation of a Replacement Lender under clause (i) or  (iii)
shall be subject to the prior written consent of the Agent (which consent
shall not be unreasonably withheld).

4.08  Survival.   The agreements and obligations of the Company  in  this
Article IV shall survive the payment of all other Obligations.


                                ARTICLE V

                            INITIAL COVENANTS

5.01  Initial  Covenants.  Within ninety (90) days of the  date  of  this
Agreement,  unless otherwise waived in writing by the Agent, the  Company
and  its Subsidiaries agree to provide to the Agent all of the following,
in  form and substance satisfactory to the Agent and each Lender, and  in
sufficient copies for each Lender and to the fulfillment of each  of  the
following   conditions,  all  of  which  shall  be  conditions   to   the
continuation of the Credit Extensions described herein:

          (a)   Credit  Agreement and Notes.  This Agreement, the  Notes,
     the  Swing Line Note and all other Loan Documents executed  by  each
     party thereto;

          (b)  Resolutions; Incumbency.

               (i)   Copies of the resolutions of the board of  directors
          of  the  Company and each Subsidiary party to a  Loan  Document
          authorizing the transactions contemplated hereby, certified  as
          of  the Closing Date by the Secretary or an Assistant Secretary
          of such Person; and

               (ii) A certificate of the Secretary or Assistant Secretary
          of  the  Company and each Subsidiary party to a  Loan  Document
          certifying the names and true signatures of the officers of the
          Company  or such Subsidiary authorized to execute, deliver  and
          perform,  as  applicable, this Agreement, and  all  other  Loan
          Documents to be delivered by it hereunder;

          (c)    Organization  Documents;  Good  Standing.  Each  of  the
     following documents:

               (i)   the articles or certificate of incorporation and the
          bylaws  of  the Company and each Subsidiary party to  any  Loan
          Document  as  in effect on the Closing Date, certified  by  the
          Secretary  or  Assistant  Secretary  of  the  Company  or  such
          Subsidiary as of the Closing Date; and

               (ii)  a good standing certificate or certificate of status
          for  the Company and each Subsidiary party to any Loan Document
          from   the   Secretary   of  State  (or   similar,   applicable
          Governmental Authority) of its state of incorporation and  such
          other states as shall be reasonably requested by Agent;

          (d)   Schedules.   All Schedules to this Agreement  shall  have
     been  prepared,  delivered  and  attached.(e)     Payment  of  Fees.
     Evidence  of payment by the Company of all accrued and unpaid  fees,
     costs and expenses to the extent then due and payable on the Closing
     Date,  together  with Attorney Costs of BofA to the extent  invoiced
     prior  to  or on the Closing Date, plus such additional  amounts  of
     Attorney  Costs  as shall constitute BofA's reasonable  estimate  of
     Attorney Costs incurred or to be incurred by it through the  closing
     proceedings  (provided  that  such  estimate  shall  not  thereafter
     preclude  final settling of accounts between the Company and  BofA);
     including  any  such  costs,  fees and  expenses  arising  under  or
     referenced in Sections 2.12 and 11.04;

          (f)   Certificate.   A  certificate  signed  by  a  Responsible
     Officer, dated as of the Closing Date, stating that:

               (i)   the  representations  and  warranties  contained  in
          Article  VI  are true and correct on and as of  such  date,  as
          though made on and as of such date;

               (ii) no Default or Event of Default exists or would result
          from the Credit Extension; and

               (iii)     there has occurred since July 31, 2000, no event
          or  circumstance  that  has resulted  or  could  reasonably  be
          expected to result in a Material Adverse Effect;

          (g)   Approvals  and  Consents.   All  requisite  or  necessary
     approvals  and  consents  from Governmental  Authorities  and  third
     parties of a material nature shall have been received and remain  in
     effect, there shall be no governmental or judicial action, actual or
     threatened,   that  has  a  reasonable  likelihood  of  restraining,
     preventing  or imposing burdensome conditions against  the  Company,
     and  no  law or regulation shall be applicable which in the judgment
     of the Agent could have such effect;

          (i)   Collateral Documents.  The Collateral Documents, executed
     by  the  Company  and  the  Subsidiaries, in  appropriate  form  for
     recording, where necessary, together with:

               (i)  copies of all UCC-l financing statements to be filed,
          registered or recorded to perfect the security interests of the
          Agent  for  the  benefit  of the Lenders,  and  other  filings,
          registrations and recordings necessary and advisable to perfect
          the  Liens  of  the  Agent for the benefit of  the  Lenders  in
          accordance with applicable law;

               (ii)  written  advice relating to such Lien  and  judgment
          searches   as  the  Agent  shall  have  requested,   and   such
          termination  statements or other documents as may be  necessary
          to  confirm that the Collateral is subject to no other Liens in
          favor of any Persons (other than Permitted Liens);

               (iii)      all  certificates and instruments  representing
          the  Pledged  Collateral  and stock and  note  transfer  powers
          executed  in blank with signatures guaranteed as the Agent  may
          specify;

               (iv)   to  the  extent  requested  by  the  Agent,   funds
          sufficient  to  pay  any  filing or recording  tax  or  fee  in
          connection with any and all UCC-1 financing statements;

               (v)   evidence that the Agent has been named as loss payee
          under  all  policies of casualty insurance, and  as  additional
          insured under all policies of liability insurance, required  by
          this  Agreement (or arrangements therefor satisfactory  to  the
          Agent);

               (vi)  flood  insurance and earthquake  insurance,  to  the
          extent  applicable,  on terms reasonably  satisfactory  to  the
          Agent (or arrangements therefor satisfactory to the Agent);

               (vii)        such   consents,   estoppels,   subordination
          agreements,   waivers  and  other  documents  and   instruments
          executed by landlords, tenants, bailees, warehousemen and other
          Persons  party to material contracts relating to any Collateral
          as  to  which the Agent shall be granted a Lien for the benefit
          of  the  Lenders,  as requested by the Agent,  or  satisfactory
          evidence that any landlords, tenants, bailees, warehousemen and
          other Persons do not have prior or superior rights or interests
          in the Collateral over the security interests of the Agent;

               (viii)    evidence that all other actions necessary or, in
          the  opinion of the Agent, desirable to perfect and protect the
          first priority Lien created by the Collateral Documents, and to
          enhance  the  Agent's  ability  to  preserve  and  protect  its
          interests in and access to the Collateral, have been taken  (or
          arrangements  therefor  satisfactory to  the  Agent  have  been
          made).

          (j)     Insurance   Policies.    Standard   lenders'    payable
     endorsements  with  respect  to  the  insurance  policies  or  other
     instruments  or  documents  evidencing  insurance  coverage  on  the
     properties  of  the  Company in accordance  with  Section  6.18  (or
     arrangements therefor satisfactory to the Agent);

          (k)  Corporate Proceedings.

               (i)    All   corporate  and  legal  proceedings  and   all
          instruments  and agreements to be executed by the  Company  and
          each  of  its  Subsidiaries in connection with the transactions
          contemplated by this Agreement and the Loan Documents shall  be
          reasonably satisfactory in form and substance to the Agent, and
          the Agent shall have received all information and copies of all
          certificates,  documents  and papers, including  good  standing
          certificates, bring-down certificates and any other records  of
          corporate proceedings and governmental approvals, if any, which
          the   Agent   reasonably  may  have  requested  in   connection
          therewith, such documents and papers, where appropriate, to  be
          certified by proper corporate or governmental authorities;

               (ii)   The  ownership  and  capital  structure  (including
          without  limitation, the terms of any capital  stock,  options,
          warrants  or other securities issued by the Company or  any  of
          its Subsidiaries) of the Company and the Company's Subsidiaries
          shall  be in form and substance reasonably satisfactory to  the
          Agent and the Lenders.

          (l)  Tax and Accounting Aspects of Transactions.

               (i)   The  Company shall have delivered to the  Agent  and
          each  Lender the financial statements as provided in subsection
          6.11(a) and (b) in form and substance satisfactory to the Agent
          and the Required Lenders; and

               (ii)  an  initial Notice of Borrowing and  Borrowing  Base
          Certificate.

          (m)   Solvency.   The  Agent  shall have  received  a  solvency
     certificate  from a Responsible Officer addressed to the  Agent  and
     each  of  the Lenders and dated the Closing Date and supporting  the
     conclusions,  that,  after giving effect to the  incurrence  of  all
     financing contemplated herein, the Company is not insolvent and will
     not be rendered insolvent by the indebtedness incurred in connection
     herewith,  will  not  be left with unreasonably small  capital  with
     which  to  engage  in its respective businesses and  will  not  have
     incurred  debts beyond its ability to pay such debts in the ordinary
     course as they mature and become due.

          (n)    Litigation.    There   shall   be   no   litigation   or
     administrative   proceedings   or   other   legal   or    regulatory
     developments,  actual or threatened, that, in the  judgment  of  the
     Agent,  could  reasonably  be expected to have  a  Material  Adverse
     Effect on the business, assets, liabilities, operations, properties,
     prospects  or condition (financial or otherwise) of or  relating  to
     (i)  the  Company  and its Subsidiaries, (ii)  the  ability  of  the
     Company  or  any  of  its Subsidiaries to perform their  obligations
     under the Loan Documents, or (iii) the validity or enforceability of
     any  of  the  Loan  Documents or the rights, remedies  and  benefits
     available to the Agent and the Lenders under the Loan Documents, and
     no injunction or other restraining order shall have been issued or a
     hearing  therefor be pending or noticed with respect to the  Company
     or  any of its Subsidiaries concerning the the Loan Documents or the
     transactions contemplated hereby or thereby.

          (q)  No Material Adverse Change.  There shall not have occurred
     or  become  known  to  the  Company any material  adverse  condition
     affecting,  or  material adverse change with  respect  to,  (i)  the
     results  of  operations,  condition  (financial  or  otherwise),  or
     prospects  of the Company and its Subsidiaries, taken  as  a  whole,
     since July 31, 2000.

          (r)  Borrowing Availability. Evidence satisfactory to the Agent
     that, as of the Closing Date, the amount of the Aggregate Commitment
     is sufficient to meet the ongoing financing needs of the Company and
     its Subsidiaries during the term of this financing.

          (s)    Other   Documents.   Such  other  approvals,   opinions,
     documents  or  materials as the Agent or any Lender  may  reasonably
     request.

          (t)  No Adverse Change.  The absence of any material disruption
     of  or  a  material adverse change in conditions in  the  financial,
     banking  or  capital  markets which Agent, in its  sole  discretion,
     deems material in connection with the Loans.

5.02  Conditions  to  All  Credit Extensions.   The  obligation  of  each
Revolving  Lender to make any Revolving Loan to be made by it  (including
its initial Revolving Loan) and the obligation of the Issuer to Issue any
Letter  of Credit (including the initial Letter of Credit) is subject  to
the  satisfaction of the following conditions precedent on  the  relevant
Borrowing Date or Issuance Date:

          (a)   Notice,  Application.  The Agent shall  have  received  a
     Notice of Borrowing or in the case of any Issuance of any Letter  of
     Credit,  the  Issuer  and  the  Agent shall  have  received  an  L/C
     Application or L/C Amendment Application, as required under  Section
     3.02;

          (b)   Continuation  of  Representations  and  Warranties.   The
     representations  and  warranties in Article VI  shall  be  true  and
     correct in all material respects on and as of such Borrowing Date or
     Issuance  Date  with the same effect as if made on and  as  of  such
     Borrowing  Date  or  Issuance  Date  (except  to  the  extent   such
     representations and warranties expressly refer to an  earlier  date,
     in  which  case  they shall be true and correct as of  such  earlier
     date); and

          (c)  No Existing Default.  No Default or Event of Default shall
     exist or shall result from such Borrowing or Issuance.

     Each  Notice  of  Borrowing  and L/C Application  or  L/C  Amendment
     Application  submitted by the Company hereunder shall  constitute  a
     representation and warranty by the Company hereunder, as of the date
     of  each such notice and as of each Borrowing Date or Issuance Date,
     as  applicable,  that  the  conditions  in  this  Section  5.02  are
     satisfied.


                               ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES

     The  Company  represents and warrants to the Agent and  each  Lender
that  both  before  and after giving effect to the  consummation  of  the
transactions contemplated by this Agreement and the Loan Documents:

6.01  Corporate  Existence  and Power.   The  Company  and  each  of  its
Subsidiaries:

          (a)   is a corporation duly organized, validly existing and  in
     good   standing   under  the  laws  of  the  jurisdiction   of   its
     incorporation;

          (b)  has the power and authority and all governmental licenses,
     authorizations, consents and approvals to own its assets,  to  carry
     on its business and to execute, deliver, and perform its obligations
     under the Loan Documents to which it is a party;

          (c)  is duly qualified as a foreign corporation and is licensed
     and  in good standing under the laws of each jurisdiction where  its
     ownership,  lease  or operation of property or the  conduct  of  its
     business requires such qualification or license; and

          (d)  is in compliance with all Requirements of Law; except,  in
     each  case  referred to in clause (c) or clause (d), to  the  extent
     that the failure to do so could not reasonably be expected to have a
     Material Adverse Effect.

6.02  Corporate Authorization; No Contravention.  The execution, delivery
and performance by the Company and its Subsidiaries of this Agreement and
each  of the Loan Document to which such Person is party, have been  duly
authorized by all necessary corporate action, and do not and will not:

          (a)   contravene the terms of any of that Person's Organization
     Documents;

          (b)  conflict with or result in any breach or contravention of,
     or  the  creation  of  any Lien under, any document  evidencing  any
     Contractual  Obligation to which such Person is a party  other  than
     the  Loan Documents or any order, injunction, writ or decree of  any
     Governmental  Authority  to which such Person  or  its  property  is
     subject; or

          (c)  violate any Requirement of Law.

6.03   Governmental  Authorization.   No  approval,  consent,  exemption,
authorization,  or  other action by, or notice to, or  filing  with,  any
Governmental Authority (except those that have been obtained  and  remain
in  effect  and  for recordings or filings in connection with  the  Liens
granted  to  the  Agent under the Collateral Documents) is  necessary  or
required in connection with the execution, delivery or performance by, or
enforcement  against,  the  Company or any of  its  Subsidiaries  of  the
Agreement or any other Loan Document, except to the extent the failure to
obtain  such could not reasonably be expected to have a Material  Adverse
Effect.

6.04  Binding  Effect.  This Agreement and each other  Loan  Document  to
which  the  Company or any of its Subsidiaries is a party constitute  the
legal,  valid  and  binding obligations of the Company  and  any  of  its
Subsidiaries  to  the  extent it is a party thereto, enforceable  against
such  Person  in  accordance  with  their  respective  terms,  except  as
enforceability  may be limited by applicable bankruptcy,  insolvency,  or
similar laws affecting the enforcement of creditors' rights generally  or
by equitable principles relating to enforceability.

6.05  Litigation.   There are no actions, suits, proceedings,  claims  or
disputes pending, or to the best knowledge of the Company, threatened  or
contemplated,   at  law,  in  equity,  in  arbitration  or   before   any
Governmental Authority, against the Company, or its Subsidiaries  or  any
of their respective properties:

          (a)   which  purport to affect or pertain to this Agreement  or
     any  other  Loan  Document, or any of the transactions  contemplated
     hereby or thereby; or

          (b)   except  as disclosed on Schedule 6.05, as to which  there
     exists  a substantial likelihood of an adverse determination,  which
     determination  could  reasonably be  expected  to  have  a  Material
     Adverse Effect.  No injunction, writ, temporary restraining order or
     any  order  of  any  nature has been issued by any  court  or  other
     Governmental   Authority  purporting  to  enjoin  or  restrain   the
     execution,  delivery or performance of this Agreement or  any  other
     Loan  Document,  or  directing that the  transactions  provided  for
     herein or therein not be consummated as herein or therein provided.

6.06  No Default.  No Default or Event of Default exists or would  result
from the incurring of any Obligations by the Company or from the grant or
perfection  of the Liens of the Agent and the Lenders on the  Collateral.
As  of  the  Closing Date, neither the Company nor any Subsidiary  is  in
default  under  or  with  respect to any Contractual  Obligation  in  any
respect  which,  individually or together with all such  defaults,  could
reasonably be expected to have a Material Adverse Effect, or that  would,
if  such default had occurred after the Closing Date, create an Event  of
Default under Section 9.01.

6.07  ERISA  Compliance.  Except as specifically  disclosed  in  Schedule
6.07:

          (a)   Each Plan is in compliance in all material respects  with
     the  applicable provisions of ERISA, the Code and other  federal  or
     state  law.   Each Plan which is intended to qualify  under  Section
     401(a)  of  the  Code has received a favorable determination  letter
     from  the IRS and to the best knowledge of the Company, nothing  has
     occurred  which  would  cause the loss of such  qualification.   The
     Company and each ERISA Affiliate has made all required contributions
     to  any  Plan subject to Section 412 of the Code, and no application
     for  a  funding  waiver or an extension of any  amortization  period
     pursuant  to Section 412 of the Code has been made with  respect  to
     any Plan.

          (b)  There are no pending or, to the best knowledge of Company,
     threatened   claims,  actions  or  lawsuits,  or   action   by   any
     Governmental Authority, with respect to any Plan which has  resulted
     or  could  reasonably be expected to result in  a  Material  Adverse
     Effect.   There has been no prohibited transaction or  violation  of
     the  fiduciary responsibility rules with respect to any  Plan  which
     has resulted or could reasonably be expected to result in a Material
     Adverse Effect.

          (c)  (i)  No ERISA Event has occurred or is reasonably expected
     to  occur;  (ii) no Pension Plan has any Unfunded Pension Liability;
     (iii)  neither the Company nor any ERISA Affiliate has incurred,  or
     reasonably expects to incur, any liability under Title IV  of  ERISA
     with  respect to any Pension Plan (other than premiums due  and  not
     delinquent  under Section 4007 of ERISA);  (iv) neither the  Company
     nor  any  ERISA  Affiliate has incurred, or  reasonably  expects  to
     incur,  any  liability (and no event has occurred  which,  with  the
     giving  of notice under Section 4219 of ERISA, would result in  such
     liability)  under Section 4201 or 4243 of ERISA with  respect  to  a
     Multiemployer  Plan;  and  (v) neither the  Company  nor  any  ERISA
     Affiliate  has  engaged in a transaction that could  be  subject  to
     Section 4069 or 4212(c) of ERISA.

6.08 Use of Proceeds; Margin Regulations.  The proceeds of the Loans  are
to  be used solely for the purposes set forth in and permitted by Section
7.12  and  Section  8.07.   Neither the Company  nor  any  Subsidiary  is
generally  engaged in the business of purchasing or selling Margin  Stock
or  extending  credit for the purpose of purchasing  or  carrying  Margin
Stock.

6.09  Title  to Properties.  The Company and its Subsidiaries  have  good
record  and  marketable  title  in fee  simple  to,  or  valid  leasehold
interests in, all real property necessary or used in the ordinary conduct
of their respective businesses, except for such defects in title as could
not,  individually or in the aggregate, reasonably be expected to have  a
Material  Adverse Effect.  As of the Closing Date, the  property  of  the
Company and its Subsidiaries is subject to no Liens, other than Permitted
Liens.

6.10 Taxes.  The Company and its Subsidiaries have filed all Federal  and
other  material  tax returns and reports required to be filed,  and  have
paid  all  Federal and other material taxes, assessments, fees and  other
governmental  charges  levied or imposed upon them or  their  properties,
income or assets otherwise due and payable, except those which are  being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed
tax assessment against the Company or any Subsidiary that would, if made,
have a Material Adverse Effect.

6.11 Financial Condition.

          (a)  To  the  best of the Company's knowledge the  consolidated
     financial  statements of the Company and its Subsidiaries dated  for
     fiscal  year  ended  January 29, 2000, and the related  consolidated
     statements  of income or operations, shareholders' equity  and  cash
     flows  for  the  fiscal years ended on such dates and the  unaudited
     consolidated   financial  statements  of   the   Company   and   its
     Subsidiaries  dated  July  31, 2000, and  the  related  consolidated
     statements  of income or operations, shareholders' equity  and  cash
     flows for the six months ended on that date:

               (i)   were  prepared in accordance with GAAP  consistently
          applied  throughout the period covered thereby, except for  the
          absence  of footnotes and as otherwise expressly noted therein,
          subject, in the case of such unaudited financial statements, to
          ordinary, good faith year end adjustments;

               (ii) fairly present the financial condition of the Company
          and its Subsidiaries, as applicable, as of the date thereof and
          results of operations for the period covered thereby; and

               (iii)      except  as specifically disclosed  in  Schedule
          6.11  or Schedule 8.08 show all material indebtedness and other
          liabilities of the Company and its Subsidiaries, as applicable,
          as of the date thereof.

          (b)   The unaudited Pro Forma Financial Statements are attached
     hereto  as Schedule 6.11.  As of the date of the Agreement, the  Pro
     Forma  Financial  Statements (other than the  projections  contained
     therein) fairly represent the Company and its Subsidiaries'  assets,
     liabilities,  financial condition and results  of  operations  on  a
     consolidated basis in accordance with GAAP (except for  the  absence
     of  footnotes and statements of cash flow and recognizing  such  Pro
     Forma   Financial  Statements  involve  estimated   purchase   price
     accounting  adjustments),  consistently  applied.   The  projections
     contained in the Pro Forma Financial Statements represent good faith
     estimates of the future financial performance of the Company and its
     Subsidiaries.

          (c)  Since January 29, 2000, there has been no Material Adverse
     Effect.

6.12 Environmental Matters.

          (a)  Except as specifically disclosed in Schedule 6.12, the on-
     going  operations of the Company and each of its Subsidiaries comply
     in   all   respects  with  all  Environmental  Laws,   except   such
     non-compliance  which  would  not (if enforced  in  accordance  with
     applicable  law)  result in liability in excess of $500,000  in  the
     aggregate (exclusive of amounts payable under insurance policies and
     indemnity agreements which the Company or such Subsidiary reasonably
     expects to receive).

          (b)   Except  as specifically disclosed in Schedule  6.12,  the
     Company  and  each of its Subsidiaries have obtained  all  licenses,
     permits,   authorizations  and  registrations  required  under   any
     Environmental Law ("Environmental Permits") and necessary for  their
     respective  ordinary  course operations, except  where  the  failure
     could  not reasonably be expected to have a Material Adverse Effect,
     all such Environmental Permits are in good standing, and the Company
     and  each  of  its Subsidiaries are in compliance with all  material
     terms and conditions of such Environmental Permits.

          (c)  Except as specifically disclosed in Schedule 6.12, none of
     the  Company,  any  of its Subsidiaries or any of  their  respective
     present  property  or  operations, is  subject  to  any  outstanding
     written order from or agreement with any Governmental Authority, nor
     subject  to  (i) any judicial or docketed administrative proceeding,
     respecting  any Environmental Law, Environmental Claim or  Hazardous
     Material  or (ii) to the extent that it could reasonably be expected
     to  have a Material Adverse Effect, any claim, proceeding or written
     notice   from   any   Person   regarding  any   Environmental   Law,
     Environmental Claim or Hazardous Material.

          (d)   Except as specifically disclosed in Schedule 6.12,  there
     are  no  Hazardous  Materials or other conditions  or  circumstances
     existing  with  respect  to  any property  of  the  Company  or  any
     Subsidiary, or arising from operations prior to the Closing Date, of
     the  Company  or  any of its Subsidiaries that would  reasonably  be
     expected  to  give  rise to Environmental Claims  with  a  potential
     liability of the Company and its Subsidiaries in excess of  $500,000
     in   the  aggregate  for  all  such  conditions,  circumstances  and
     properties  (exclusive of amounts payable under  insurance  policies
     and  indemnity  agreements  which the  Company  or  such  Subsidiary
     reasonably  expects  to receive).  Except as disclosed  in  Schedule
     6.12, (i) neither the Company nor any Subsidiary has any underground
     storage  tanks  (x)  that are not properly registered  or  permitted
     under  applicable  Environmental Laws, or (y) that  are  leaking  or
     disposing  of Hazardous Materials off-site, which in any  such  case
     could reasonably be expected to have a Material Adverse Effect,  and
     (ii)  the  Company  and  its  Subsidiaries  have  met  all  material
     notification requirements under applicable Environmental Laws.

6.13 Collateral Documents.

          (a)   The  provisions of each of the Collateral  Documents  are
     effective  to  create in favor of the Agent for the benefit  of  the
     Lenders,  a  legal,  valid and enforceable first  priority  security
     interest  in  all right, title and interest of the Company  and  its
     Subsidiaries  in the collateral described therein, subject  only  to
     any Permitted Liens.

          (b)   All representations and warranties of the Company and any
     of  its  Subsidiaries  party  thereto contained  in  the  Collateral
     Documents are true and correct.

6.14  Restricted  Entities.  None of the Company, any Person  controlling
the  Company,  or any Subsidiary, is an "Investment Company"  within  the
meaning  of  the  Investment Company Act of 1940.   The  Company  is  not
subject  to  regulation under the Public Utility Holding Company  Act  of
1935,  the  Federal  Power Act, the Interstate Commerce  Act,  any  state
public  utilities  code,  or  any  other  Federal  or  state  statute  or
regulation limiting its ability to incur Indebtedness.

6.15  No Burdensome Restrictions.  Neither the Company nor any Subsidiary
is  a party to or bound by any Contractual Obligation, or subject to  any
restriction  in  any  Organization Document, or any Requirement  of  Law,
which could reasonably be expected to have a Material Adverse Effect.

6.16 Copyrights, Patents, Trademarks and Licenses, etc.  The Company  and
its  Subsidiaries own or are licensed or otherwise have the right to  use
all  of  the patents, trademarks, service marks, trade names, copyrights,
contractual  franchises,  authorizations  and  other  rights   that   are
reasonably  necessary  for the operation of their respective  businesses,
without  conflict with the rights of any other Person, except  where  the
failure  could  not  reasonably be expected to have  a  Material  Adverse
Effect.   To  the  best  knowledge of the Company,  no  slogan  or  other
advertising  device, product, process, method, substance, part  or  other
material now employed, or now contemplated to be employed, by the Company
or  any  Subsidiary infringes upon any rights held by any  other  Person.
Except as specifically disclosed in Schedule 6.16, no claim or litigation
regarding  any  of the foregoing is pending or, to the knowledge  of  the
Company,  threatened,  and  no  patent, invention,  device,  application,
principle  or  any  statute,  law, rule,  regulation,  standard  or  code
applicable to copyrights, patents, trademarks and licenses is pending or,
to  the knowledge of the Company, proposed, which, in either case,  could
reasonably be expected to have a Material Adverse Effect.

6.17  Capitalization; Subsidiaries.  As of the Closing Date, the  Company
has  no Subsidiaries other than those specifically disclosed in part  (a)
of  Schedule  6.17  hereto  and has no equity investments  in  any  other
corporation or entity other than those specifically disclosed in part (b)
of Schedule 6.17.  The capitalization of the Company and its Subsidiaries
as of the Closing Date is as set forth on part (a) of Schedule 6.17.

6.18  Insurance.  Except as specifically disclosed in Schedule 6.18,  the
properties  of  the  Company  and  its  Subsidiaries  are  insured   with
financially sound and reputable insurance companies not Affiliates of the
Company,  in such amounts, with such deductibles and covering such  risks
as are customarily carried by companies engaged in similar businesses and
are similarly situated.

6.19  Swap  Obligations.  Neither the Company nor any of its Subsidiaries
has  incurred any outstanding obligations under any Swap Contracts, other
than  Permitted  Swap Obligations.  The Company has  undertaken  its  own
independent  assessment  of  its  consolidated  assets,  liabilities  and
commitments  and  has  considered appropriate  means  of  mitigating  and
managing  risks associated with such matters and has not  relied  on  any
swap   counterparty  or  any  Affiliate  of  any  swap  counterparty   in
determining whether to enter into any Swap Contract.

6.20  Solvency.  The Company and its Subsidiaries on a consolidated basis
are Solvent.

6.21 Full Disclosure.  None of the representations or warranties made  by
the  Company or any Subsidiary in the Loan Documents as of the date  such
representations and warranties are made or deemed made, and none  of  the
statements  contained  in any exhibit, report, statement  or  certificate
furnished  by or on behalf of the Company or any Subsidiary in connection
with  the Loan Documents (including the offering and disclosure materials
delivered  by  or on behalf of the Company to the Lenders  prior  to  the
Closing Date), contains any untrue statement of a material fact or  omits
any  material fact required to be stated therein or necessary to make the
statements  made therein, in light of the circumstances under which  they
are made, not misleading as of the time when made or delivered.


                               ARTICLE VII

                          AFFIRMATIVE COVENANTS

     So  long as any Lender shall have any Commitment hereunder,  or  any
Loan  or  other  Obligation shall remain unpaid or  unsatisfied,  or  any
Letter  of  Credit shall remain outstanding, unless the Required  Lenders
waive compliance in writing:

7.01  Financial Statements.  The Company shall deliver to the  Agent,  in
form  and detail satisfactory to the Agent and the Required Lenders, with
sufficient copies for each Lender:

          (a)  as soon as available, but not later than 90 days after the
     end  of  each  fiscal year (commencing with the fiscal  year  ending
     February 3, 2001), a copy of the audited consolidated balance  sheet
     of  the Company and its Subsidiaries as at the end of such year  and
     the  related consolidated statements of income, shareholders' equity
     and  cash  flows  for  such year, setting  forth  in  each  case  in
     comparative  form  the  figures for the previous  fiscal  year,  and
     accompanied  by  the opinion of a nationally-recognized  independent
     public accounting firm ("Independent Auditor") reasonably acceptable
     to  Agent  which report shall state that such consolidated financial
     statements  present fairly the financial position  for  the  periods
     indicated in conformity with GAAP applied on a basis consistent with
     prior years.  Such opinion shall not be qualified or limited because
     of a restricted or limited examination by the Independent Auditor of
     any material portion of the Company's or any Subsidiary's records;

          (b)  as soon as available, but not later than 45 days after the
     end  of each of the first three fiscal quarters of each fiscal  year
     (commencing with the fiscal quarter ending July 31, 2000), a copy of
     the  unaudited  consolidated balance sheet of the  Company  and  its
     Subsidiaries  as of the end of such fiscal quarter and  the  related
     consolidated  statements of income, shareholders'  equity  and  cash
     flows  for the period commencing on the first day and ending on  the
     last  day  of  such  fiscal quarter, together with  a  consolidating
     income  statement  for such period, and certified by  a  Responsible
     Officer  as  fairly presenting, in accordance with GAAP (subject  to
     ordinary,  good faith year-end audit adjustments and the absence  of
     footnotes), the financial position and the results of operations  of
     the Company and the Subsidiaries; and

          (c)  as soon as available, but not later than 20 days after the
     end  of  each  month (commencing with the month ending  October  31,
     2000), a Borrowing Base Certificate as of the end of the immediately
     preceding  month,  substantially  in  the  form  of  Exhibit  G  and
     certified by a Responsible Officer to be true and correct as of  the
     date  thereof.   In the event of a material change in  the  size  or
     scope of the Eligible Inventory and Eligible Accounts of the Company
     and  its  Subsidiaries, or in the event of a circumstance  having  a
     Material Adverse Effect upon the Collateral or the operations of the
     Company, the Agent may in its discretion require the submission of a
     Borrowing Base Certificate at intervals more frequent than monthly.

7.02  Certificates; Other Information.  The Company shall furnish to  the
Agent, with sufficient copies for each Lender:

            (a)  beginning with the period ending October 31,  2000,  and
     thereafter   concurrently  with  the  delivery  of   the   financial
     statements  referred to in subsections 7.01(a) and (b), a Compliance
     Certificate executed by a Responsible Officer;

          (b)  concurrently with the delivery of the financial statements
     referred to in subsection 7.01(a), (i) a consolidating balance sheet
     and  income statement for such year (which need not be audited) and,
     in  the  case of such income statement, setting forth in comparative
     form the figures for the previous fiscal year, and (ii) a budget for
     the next succeeding four fiscal quarters; and

          (c)    promptly,  such  additional  information  regarding  the
     business,  financial  or corporate affairs of  the  Company  or  any
     Subsidiary as the Agent, at the request of any Lender, may from time
     to time reasonably request.

7.03 Notices.  The Company shall promptly notify the Agent:

          (a)   of the occurrence of any Default or Event of Default, and
     of  the  occurrence  or existence of any event or circumstance  that
     foreseeably will become a Default or Event of Default;

          (b)   of  any  matter  that has resulted or may  reasonably  be
     expected to result in a Material Adverse Effect, including  (i)  any
     breach  or  non-performance of, or any default under, a  Contractual
     Obligation  of  the  Company or any Subsidiary;  (ii)  any  dispute,
     litigation,  investigation, proceeding  or  suspension  between  the
     Company  or any Subsidiary and any Governmental Authority; or  (iii)
     the  commencement of, or any material development in, any litigation
     or  proceeding  affecting the Company or any  Subsidiary;  including
     pursuant to any applicable Environmental Laws;

          (c)  of the occurrence of any of the following events affecting
     the  Company  or any ERISA Affiliate (but in no event more  than  10
     days after such event becomes known to an officer of the Company  or
     any  Subsidiary), and deliver to the Agent a copy of any notice with
     respect  to  such event that is filed with a Governmental  Authority
     and  any notice delivered by a Governmental Authority to the Company
     or any ERISA Affiliate with respect to such event:

               (i)  an ERISA Event;

               (ii) a material increase in the Unfunded Pension Liability
          of any Pension Plan;

               (iii)       the  adoption  of,  or  the  commencement   of
          contributions to, any Plan subject to Section 412 of  the  Code
          by  the  Company or any ERISA Affiliate resulting in a material
          contribution obligation; or

               (iv)  the  adoption of any amendment to a Plan subject  to
          Section  412  of  the  Code, if such  amendment  results  in  a
          material   increase  in  contributions  or   Unfunded   Pension
          Liability;

          (d)  of any material change in accounting policies or financial
     reporting practices by the Company or its Subsidiaries; and

          (e)   upon,  but  in  no event later than 15  days  after,  any
     officer  of the Company or any Subsidiary becoming aware of (i)  any
     and  all  enforcement,  investigation,  cleanup,  removal  or  other
     governmental   or  regulatory  actions  instituted,   completed   or
     threatened  against the Company or any Subsidiary or  any  of  their
     respective properties pursuant to any applicable Environmental  Laws
     which  could  reasonably  be expected to  have  a  Material  Adverse
     Effect, (ii) all other material Environmental Claims, and (iii)  any
     environmental or similar condition on any real property adjoining or
     in  the  vicinity of the property of the Company or  any  Subsidiary
     that  could reasonably be anticipated to cause such property of  the
     Company or such Subsidiary or any part thereof to be subject to  any
     restrictions on the ownership, occupancy, transferability or use  of
     such property under any Environmental Laws that could reasonably  be
     expected to have a Material Adverse Effect.

     Each  notice  under this Section shall be accompanied by  a  written
     statement  by  a  Responsible Officer setting forth details  of  the
     occurrence referred to therein, and stating what action the  Company
     or any affected Subsidiary proposes to take with respect thereto and
     at what time.

7.04  Preservation of Corporate Existence, Etc.  The Company  shall,  and
shall cause each Subsidiary to:

          (a)   preserve  and  maintain  in full  force  and  effect  its
     corporate existence and good standing under the laws of its state or
     jurisdiction  of  incorporation,  except  to  the  extent  otherwise
     expressly permitted herein;

          (b)   preserve  and  maintain  in full  force  and  effect  all
     governmental  rights, privileges, qualifications, permits,  licenses
     and  franchises necessary or desirable in the normal conduct of  its
     business except in connection with transactions permitted by Section
     8.03 and sales of assets permitted by Section 8.02;

          (c)   use  reasonable  efforts,  in  the  ordinary  course   of
     business, to preserve its business organization and goodwill; and

          (d)    preserve  or  renew  all  of  its  registered   patents,
     trademarks,  trade names and service marks, the non-preservation  of
     which  could  reasonably  be expected to  have  a  Material  Adverse
     Effect.

     The  Company  shall  cause each Subsidiary which is  a  Wholly-Owned
     Subsidiary as of the date hereof to continue to exist as  a  Wholly-
     Owned Subsidiary so long as it shall be a Subsidiary.

7.05  Maintenance  of  Property.  The Company shall maintain,  and  shall
cause each Subsidiary to maintain, and preserve all its property which is
used  or  useful  in  its business in reasonably good working  order  and
condition,  ordinary  wear  and tear excepted,  and  make  all  necessary
repairs  thereto and renewals and replacements thereof except  where  the
failure  to  do  so could not reasonably be expected to have  a  Material
Adverse Effect.

7.06  Insurance.  In addition to insurance requirements set forth in  the
Collateral  Documents, the Company shall maintain, and shall  cause  each
Subsidiary  to maintain, with financially sound and reputable independent
insurers,  insurance with respect to its properties and business  against
loss  or  damage  of  the kinds customarily insured  against  by  Persons
engaged  in  the  same or similar business, of such  types  and  in  such
amounts  as are customarily carried under similar circumstances  by  such
other   Persons;   including  workers'  compensation  insurance,   public
liability and property and casualty insurance which amount shall  not  be
materially  reduced  by  the Company in the absence  of  30  days'  prior
written  notice to the Agent.  All casualty insurance maintained  by  the
Company  shall  name the Agent as loss payee and all liability  insurance
shall  name  the  Agent  as additional insured for  the  benefit  of  the
Lenders, as their interests may appear. Upon request of the Agent or  any
Lender,  the Company shall furnish the Agent, with sufficient copies  for
each Lender, at reasonable intervals (but not more than once per calendar
year)  a  certificate of a Responsible Officer of the  Company  (and,  if
requested  by  the  Agent, any insurance broker of the  Company)  setting
forth  the  nature and extent of all insurance maintained by the  Company
and  its  Subsidiaries in accordance with this Section or any  Collateral
Documents  (and  which, in the case of a certificate of  a  broker,  were
placed through such broker).

7.07  Payment  of Obligations.  The Company shall, and shall  cause  each
Subsidiary  to,  pay  and  discharge as the same  shall  become  due  and
payable, all their respective obligations and liabilities, including:

          (a)   all tax liabilities, assessments and governmental charges
     or  levies upon it or its properties or assets, unless the same  are
     being  contested  in  good  faith  by  appropriate  proceedings  and
     adequate  reserves in accordance with GAAP are being  maintained  by
     the Company or such Subsidiary; and

          (b)  all lawful claims which, if unpaid, would by law become  a
     Lien upon its property.

7.08  Compliance  with Laws.  The Company shall comply, and  shall  cause
each Subsidiary to comply, in all material respects with all Requirements
of  Law of any Governmental Authority having jurisdiction over it or  its
business (including the Federal Fair Labor Standards Act), except such as
may  be  contested in good faith or as to which a bona fide  dispute  may
exist.

7.09  Compliance with ERISA.  The Company shall, and shall cause each  of
its  ERISA  Affiliates to:  (a) maintain each Plan in compliance  in  all
material  respects with the applicable provisions of ERISA, the Code  and
other  federal or state law; (b) cause each Plan which is qualified under
Section  401(a) of the Code to maintain such qualification; and (c)  make
all  required  contributions to any Plan subject to Section  412  of  the
Code.

7.10  Inspection  of Property and Books and Records.  The  Company  shall
maintain  and  shall cause each Subsidiary to maintain  proper  books  of
record and account, in which full, true and correct entries in conformity
with   GAAP   consistently  applied  shall  be  made  of  all   financial
transactions and matters involving the assets and business of the Company
and  such  Subsidiary.  The Company shall permit, and  shall  cause  each
Subsidiary to permit, representatives and independent contractors of  the
Agent  or  any  Lender  to  visit and inspect  any  of  their  respective
properties,   to  examine  their  respective  corporate,  financial   and
operating  records,  and make copies thereof or abstracts  therefrom,  to
perform  collateral  audits,  and to discuss  their  respective  affairs,
finances  and  accounts  with their respective directors,  officers,  and
independent  public  accountants, all at  such  reasonable  times  during
normal  business  hours and as often as may be reasonably  desired,  upon
reasonable advance notice to the Company.  With respect to any inspection
performed after February 3, 2001, the Company shall pay or reimburse  the
expenses of the Agent incurred in connection with such inspection not  to
exceed  $20,000 in any fiscal year; provided, however, the Company  shall
have  no  obligation  to  pay or reimburse the  expenses  of  any  Lender
incurred  in  connection with the foregoing; provided, further,  when  an
Event  of  Default  exists the Agent or any Lender  may  do  any  of  the
foregoing  at  the  expense  of the Company at  any  time  during  normal
business hours and without advance notice.

7.11 Environmental Laws.

          (a)  The  Company  shall, and shall cause each  Subsidiary  to,
     conduct  its  operations  and  keep and  maintain  its  property  in
     compliance with all Environmental Laws, the violation of which could
     reasonably be expected to result in liability to the Company and its
     Subsidiaries  in  excess of $500,000 in the aggregate  (net  of  any
     payments under insurance policies or indemnity agreements which  the
     Company or such Subsidiary reasonably expects to receive).

          (b)   Upon the written request of the Agent or any Lender,  the
     Company  shall submit and cause each of its Subsidiaries to  submit,
     to  the  Agent  with  sufficient copies  for  each  Lender,  at  the
     Company's sole cost and expense, at reasonable intervals,  a  report
     providing  an update of the status of any environmental,  health  or
     safety  compliance,  hazard or liability  issue  identified  in  any
     notice  or  report  required pursuant to  subsection  7.03(e),  that
     could,  individually  or in the aggregate, result  in  liability  in
     excess of $500,000 (net of any payments under insurance policies  or
     indemnity agreements which the Company or such Subsidiary reasonably
     expects to receive).

7.12  Use  of Proceeds.  The Company shall use the proceeds of the  Loans
(a)  to  pay  certain  fees  and  expenses  related  to  the  transaction
contemplated  hereby;  (b) to refinance existing  Indebtedness;  (c)  for
working  capital and other general corporate purposes of the Company  and
its Subsidiaries; and (d) to finance Capital Expenditures.

7.13 Further Assurances.

          (a)   The  Company  shall ensure that all written  information,
     exhibits  and reports furnished to the Agent or the Lenders  do  not
     and will not contain any untrue statement of a material fact and  do
     not  and  will  not  omit to state any material  fact  or  any  fact
     necessary to make the statements contained therein not misleading in
     light of the circumstances in which made, and will promptly disclose
     to  the  Agent and the Lenders and correct any defect or error  that
     may  be  discovered  therein  or in any  Loan  Document  or  in  the
     execution, acknowledgment or recordation thereof.

          (b)   Promptly  upon  request  by the  Agent  or  the  Required
     Lenders,  the Company shall (and shall cause any of its Subsidiaries
     to)  do,  execute,  acknowledge, deliver, record,  re-record,  file,
     re-file,  register and re-register, any and all such  further  acts,
     deeds,   conveyances,  security  agreements,  assignments,  estoppel
     certificates,   financing  statements  and  continuations   thereof,
     termination   statements,   notices   of   assignment,    transfers,
     certificates,  assurances and other instruments the  Agent  or  such
     Lenders,  as  the case may be, may reasonably require from  time  to
     time in order (i) to carry out more effectively the purposes of this
     Agreement  or any other Loan Document, (ii) to subject to the  Liens
     created  by  any of the Collateral Documents any of the  properties,
     rights  or  interests  covered by any of the  Collateral  Documents,
     (iii)  to  perfect  and  maintain the  validity,  effectiveness  and
     priority  of any of the Collateral Documents and the Liens  intended
     to  be  created  thereby, and (iv) to better assure, convey,  grant,
     assign,  transfer, preserve, protect and confirm to  the  Agent  and
     Lenders  the  rights  granted or now or  hereafter  intended  to  be
     granted  to the Lenders under any Loan Document or under  any  other
     document executed in connection therewith.

7.14  Additional Guaranties and Personal Property Pledge.  Effective upon
any  Person  becoming  a Subsidiary, such Person shall:  (i)  join  as  a
guarantor under the Subsidiary Guaranty, as a debtor under the Subsidiary
Security Agreement pursuant to amendments or other instruments thereto in
form  and  substance  acceptable  to  the  Agent  and  (ii)  provide   an
intercompany note to the extent such exists to the Company which shall be
pledged  to the Agent pursuant to the Security Agreement; provided,  that
if  all Subsidiaries which are not a party to the Subsidiary Guaranty and
the Subsidiary Security Agreement hold 10% or more of the total assets of
the  Company  and its Subsidiaries, then such Subsidiary  shall  promptly
execute the Subsidiary Guaranty and the Subsidiary Security Agreement  so
that, upon such execution, such 10% threshold is no longer exceeded.  The
Company  shall  promptly  notify the Agent  at  any  time  at  which,  in
accordance  with this Section 7.14, any Subsidiary shall be  required  to
join as a guarantor under the Subsidiary Guaranty.

7.15 Additional Pledge and Security Interests.  Effective upon any Person
becoming  a  Subsidiary, the shareholder or shareholders  thereof,  shall
pledge  the stock or other equity interests thereof to the Agent pursuant
to  documentation  reasonably acceptable to the Agent;  and  shall  grant
Liens  on  all  of  its other Collateral consistent with  the  Subsidiary
Security Agreement.

7.16 Government Contracts.  The Company shall (i) deliver or cause to  be
delivered  to  the  Agent a list in the form of  Schedule  7.18  of  each
Government  Contract  and Government Subcontract which  has  a  remaining
contract  value  in  excess of $500,000, and any amendments  thereto,  to
which  the Company or any of its Subsidiaries is a party and (ii)  notify
the  Agent of (A) the name and address of any surety with respect to  any
such  Government Contract or Subcontract to which the Company or  any  of
its Subsidiaries is a party and (B) the cancellation or early termination
of any of such Government Contracts or, Subcontracts.

                              ARTICLE VIII

                           NEGATIVE COVENANTS

     So  long as any Lender shall have any Commitment hereunder,  or  any
Loan  or  other  Obligation shall remain unpaid or  unsatisfied,  or  any
Letter  of  Credit shall remain outstanding, unless the Required  Lenders
waive compliance in writing:

8.01 Limitation on Liens.  The Company shall not, and shall not suffer or
permit  any  Subsidiary to, directly or indirectly, make, create,  incur,
assume  or suffer to exist any Lien upon or with respect to any  part  of
its  property,  whether now owned or hereafter acquired, other  than  the
following ("Permitted Liens"):

          (a)   any  Lien  existing on property of  the  Company  or  any
     Subsidiary  on  the  Closing Date and set  forth  in  Schedule  8.01
     securing or reflecting Indebtedness outstanding on such date and any
     Liens  hereafter  incurred securing all renewals and  extensions  of
     such Indebtedness;

          (b)  any Lien created under any Loan Document;

          (c)   Liens  for taxes, fees, assessments or other governmental
     charges  which are not delinquent or remain payable without penalty,
     or  to  the extent that non-payment thereof is permitted by  Section
     7.07,  provided  that no notice of lien has been filed  or  recorded
     under the Code;

          (d)    carriers',   warehousemen's,   mechanics',   landlords',
     materialmen's,  repairmen's or other similar Liens  arising  in  the
     ordinary  course  of  business which are not  delinquent  or  remain
     payable  without penalty or which are being contested in good  faith
     and by appropriate proceedings, which proceedings have the effect of
     preventing the forfeiture or sale of the property subject thereto;

          (e)  Liens (other than any Lien imposed by ERISA) consisting of
     pledges  or deposits required in the ordinary course of business  in
     connection  with workers' compensation, unemployment  insurance  and
     other social security legislation;

          (f)   Liens  on the property of the Company or its Subsidiaries
     securing (i) the non-delinquent performance of bids, trade contracts
     (other than for borrowed money), leases, statutory obligations, (ii)
     Contingent Obligations in connection with performance bonds,  Surety
     Bonds  and  appeal bonds, and (iii) other non-delinquent obligations
     of  a like nature, in each case, incurred in the ordinary course  of
     business;  provided that all such Liens in the aggregate  could  not
     reasonably be expected to cause a Material Adverse Effect;

          (g)   easements, rights-of-way, restrictions and other  similar
     encumbrances incurred in the ordinary course of business  which,  in
     the  aggregate, are not substantial in amount, and which do  not  in
     any  case materially detract from the value of the property  subject
     thereto  or  materially interfere with the ordinary conduct  of  the
     businesses of the Company and its Subsidiaries;

          (h)  Liens securing obligations in respect of capital leases on
     assets subject to such leases, provided that such capital leases are
     otherwise permitted hereunder;

          (i)   Liens arising solely by virtue of any statutory or common
     law  provision  relating to banker's liens,  rights  of  set-off  or
     similar  rights and remedies as to deposit accounts or  other  funds
     maintained with a creditor depository institution; provided that (i)
     such deposit account is not a dedicated cash collateral account  and
     is  not subject to restrictions against access by the Company or any
     Subsidiary  in excess of those set forth by regulations  promulgated
     by  the  FRB, and (ii) such deposit account is not intended  by  the
     Company  or  any Subsidiary to provide collateral to the  depository
     institution; and

          (j)   Liens in favor of customs and revenue authorities arising
     as a matter of law to secure payment of customs duties in connection
     with the importation of goods

8.02  Disposition of Assets.  The Company shall not, and shall not suffer
or permit any Subsidiary to, directly or indirectly, (x) issue any equity
interests of any Subsidiary to any Person which is not the Company  or  a
Subsidiary  or  (y)  sell, assign, lease, convey, transfer  or  otherwise
dispose  of  (whether in one or a series of transactions)  any  property,
including accounts and notes receivable, with or without recourse  (each,
an  "Asset  Disposition"), or enter into any agreement to do any  of  the
foregoing, except:

          (a)   dispositions of inventory, or used, worn-out  or  surplus
     equipment, all in the ordinary course of business;

          (b)  the sale of equipment to the extent that such equipment is
     exchanged   for  credit  against  the  purchase  price  of   similar
     replacement  equipment, or the proceeds of such sale are  reasonably
     promptly   applied  to  the  purchase  price  of  such   replacement
     equipment;

          (c)   Asset  Dispositions by any Subsidiary to any Wholly-Owned
     Subsidiary that is party to the Subsidiary Guaranty; and

          (d)  Asset Disposition of Cafe Plaid.

8.03  Consolidations and Mergers.  The Company shall not, and  shall  not
suffer  or permit any Subsidiary to, merge, consolidate with or into,  or
convey,  transfer,  lease  or  otherwise  dispose  of  (whether  in   one
transaction or in a series of transactions) all or substantially  all  of
its  assets (whether now owned or hereafter acquired) to or in  favor  of
any Person, except:

          (a)   any Subsidiary may merge with the Company, provided  that
     (i) the Company shall be the continuing or surviving corporation, or
     with any one or more Subsidiaries, and (ii) if any transaction shall
     be   between  a  Subsidiary  and  a  Wholly-Owned  Subsidiary,   the
     Wholly-Owned  Subsidiary  shall  be  the  continuing  or   surviving
     corporation;

          (b)   another Person organized under the laws of any  state  of
     the United States may merge with or consolidate into the Company  or
     any  Subsidiary so long as (i) no Default or Event of Default  shall
     have occurred and be continuing either before or after giving effect
     to  such  transaction (determined in respect of Sections 8.16,  8.17
     and 8.18 on a pro forma basis as of the last day of the prior fiscal
     quarter),  (ii)  the  Company or such Subsidiary  is  the  surviving
     Person,  and  (iii)  all  applicable legal  requirements  have  been
     satisfied; and

          (c)   any Subsidiary may sell all or substantially all  of  its
     assets (upon voluntary liquidation or otherwise), to the Company  or
     another Wholly-Owned Subsidiary.

8.04  Loans and Investments.  The Company shall not purchase or  acquire,
or  suffer or permit any Subsidiary to purchase or acquire, or  make  any
commitment  therefor,  any  capital  stock,  equity  interest,   or   any
obligations  or other securities of, or any interest in, any  Person,  or
make  or  commit to make any Acquisitions, or make or commit to make  any
advance,  loan,  extension of credit or capital contribution  to  or  any
other  investment in, any Person including any Affiliate of  the  Company
(together, "Investments"), except for:

          (a)   Investments held by the Company or any Subsidiary in  the
     form of cash equivalents or short term marketable securities;

          (b)   extensions of credit in the nature of accounts receivable
     or  notes  receivable arising from the sale or  lease  of  goods  or
     services in the ordinary course of business;

          (c)    Investments  by  the  Company  or  any   Subsidiary   in
     Wholly-Owned  Subsidiaries  party  to  the  Subsidiary  Guaranty  or
     unsecured loans made by any Subsidiary to the Company;

          (d)   Investments  constituting Permitted Swap  Obligations  or
     payments or advances under Swap Contracts relating to Permitted Swap
     Obligations;

          (e)   advances to vendors and customers of the Company and  its
     Subsidiaries, or suppliers to such vendors, to enable such  vendors,
     customers  and suppliers to purchase goods or parts to be  processed
     and  sold to the Company and its Subsidiaries in the ordinary course
     of business and consistent with past practices;

          (f)   Investments  (including  debt  obligations)  received  in
     connection  with the bankruptcy or reorganization of  suppliers  and
     customers and in settlement of delinquent obligations of, and  other
     disputes  with,  customers and suppliers  arising  in  the  ordinary
     course of business;

          (g)   Investments of a nature not contemplated by the foregoing
     clauses  hereof that are outstanding as of the Closing Date and  set
     forth in Schedule 8.04 hereto; and

          (h)    other  Investments  not  exceeding  $500,000.00  in  the
     aggregate after the Closing Date.

8.05  Limitation on Indebtedness.  The Company shall not, and  shall  not
suffer  or  permit  any Subsidiary to, create, incur, assume,  suffer  to
exist,  or otherwise become or remain directly or indirectly liable  with
respect to, any Indebtedness, except:

          (a)  Indebtedness incurred pursuant to this Agreement;

          (b)    Indebtedness   consisting  of   Contingent   Obligations
     permitted pursuant to Section 8.08;

          (c)  Indebtedness existing on the Closing Date and set forth in
     Schedule 8.05, and all renewals and extensions of such Indebtedness;

          (d)   Indebtedness incurred in connection with leases permitted
     pursuant to Section 8.09;

          (e)   (i)   unsecured Indebtedness owed to the Company  by  any
     Subsidiary so long as it is (A) evidenced by a note pledged  to  the
     Agent  and  (B)  incurred in accordance with Section 8.04  and  (ii)
     unsecured  Indebtedness owed by the Company or any Subsidiary  to  a
     Subsidiary  so  long  as it is incurred in accordance  with  Section
     8.04; and

          (f)   other Indebtedness with an aggregate principal amount not
     to exceed $500,000.00 at any time outstanding.

8.06 Transactions with Affiliates.  The Company shall not, and shall  not
suffer or permit any Subsidiary to, enter into any transaction (including
purchasing  property or services from or selling property or services  to
any  Affiliate  of  the  Company that is not a  subsidiary,  unless  such
transaction  is  not otherwise prohibited by this Agreement,  is  entered
into upon fair and reasonable arm's length terms and conditions (or terms
and  conditions more favorable to the Company) which are fully  disclosed
to the Agent, and is in accordance with all applicable laws.

8.07  Use  of Proceeds.  The Company shall not, and shall not  suffer  or
permit any Subsidiary to, use any portion of the proceeds of any Loan  or
any  Letter of Credit, directly or indirectly, (i) to purchase  or  carry
Margin  Stock, (ii) to repay or otherwise refinance indebtedness  of  the
Company  or others incurred to purchase or carry Margin Stock,  (iii)  to
extend credit for the purpose of purchasing or carrying any Margin Stock,
or  (iv)  to  acquire any security in any transaction that is subject  to
Section 13 or 14 of the Exchange Act.

8.08 Contingent Obligations.  The Company shall not, and shall not suffer
or permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except:

          (a)   endorsements for collection or deposit  in  the  ordinary
     course of business;

          (b)  Permitted Swap Obligations;

          (c)  Contingent Obligations of the Company and its Subsidiaries
     existing as of the Closing Date and listed in Schedule 8.08;

          (d)  Contingent Obligations with respect to Indebtedness of the
     Company's  Wholly-Owned Subsidiaries permitted pursuant  to  Section
     8.05;

          (e)   Contingent Obligations with respect to Surety Instruments
     incurred by the Company and its Subsidiaries (including on behalf of
     third parties) in the ordinary course of business; and

          (f)   other  Contingent Obligations not exceeding at  any  time
     $500,000.00  in  the  aggregate in respect of the  Company  and  its
     Subsidiaries together.

8.09  Lease Obligations.  The Company shall not, and shall not suffer  or
permit  any Subsidiary to, create or suffer to exist any obligations  for
the  payment of rent for any property under lease or agreement to  lease,
except for:

          (a)  leases of the Company and of Subsidiaries in existence  on
     the Closing Date and any renewal, extension or refinancing thereof;

          (b)   operating  leases for real or personal  property  entered
     into by the Company or any Subsidiary after the Closing Date in  the
     ordinary course of business; and

          (c)  capital leases other than those permitted under clause (a)
     of this Section, entered into by the Company or any Subsidiary after
     the  Closing Date to finance the acquisition of equipment;  provided
     that  the  annual rental payments for all such capital leases  shall
     not exceed in any fiscal year $500,000.00.

8.10 Restricted Payments.  The Company shall not, and shall not suffer or
permit  any Subsidiary to, declare or make any dividend payment or  other
distribution   of  assets,  properties,  cash,  rights,  obligations   or
securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital
stock  or any warrants, rights or options to acquire such shares, now  or
hereafter   outstanding  (collectively,  "Restricted  Equity  Payments");
except  that  any Subsidiary may declare and make dividend  payments  and
other  distributions  to its shareholders on a pro  rata  basis  and  the
Company may:

          (a)   declare and make dividend payments or other distributions
     payable solely in its common stock;

          (b)   declare and make dividend payments or other distributions
     necessary to make tax payments actually made to the U.S. as a result
     of the Company's income; and

          (c)  purchase, redeem or otherwise acquire shares of its common
     stock  or  warrants or options to acquire any such shares  with  the
     proceeds  received from the substantially concurrent  issue  of  new
     shares of its common stock.

8.11 ERISA.  The Company shall not, and shall not suffer or permit any of
its  ERISA  Affiliates  to:   (a) engage in a prohibited  transaction  or
violation of the fiduciary responsibility rules with respect to any  Plan
which has resulted or could reasonably expected to result in liability of
the Company in an aggregate amount in excess of $1,000,000; or (b) engage
in  a  transaction that could be subject to Section 4069  or  4212(c)  of
ERISA.

8.12 Change in Business.  The Company shall not, and shall not suffer  or
permit  any  Subsidiary  to,  engage in any  material  line  of  business
substantially different from those lines of business carried  on  by  the
Company and its Subsidiaries on the date hereof.

8.13 Accounting Changes.  The Company shall not, and shall not suffer  or
permit  any  Subsidiary to, (a) make any significant change in accounting
treatment or reporting practices, except (i) as required by GAAP, (ii)  a
change  in  the  depreciation method employed thereby  to  straight  line
depreciation,  (iii) a change in a Subsidiary's accounting  treatment  or
reporting  practices  to  conform the accounting practices  or  reporting
practices  of  newly  acquired Subsidiaries to the methods  used  by  the
Company, and (iv) any other change which does not affect the calculations
required to determine compliance with Section 8.16, 8.17 or 8.18, or  (b)
change the fiscal year of the Company or of any Subsidiary.

8.14  Amendments to Charter and Agreements.  The Company  will  not,  nor
will  it  permit  any  Subsidiary to,(a) directly or  indirectly  prepay,
defease  or  in substance defease, purchase, redeem, retire or  otherwise
acquire, any such Indebtedness,(b) make any amendment or modification  to
any  terms  or provisions of its Certificate or Articles of Incorporation
or bylaws which is materially adverse to the Agent or the Lenders without
the prior written consent of the Agent or (c) issue any preferred stock.

8.15 Net Worth.  Effective as of the fiscal quarter ending July 31, 2000,
and  for each fiscal quarter thereafter, the Company shall not permit its
consolidated Net Worth as determined on the last day of each such  fiscal
quarter  to  be less than the sum of (a) $34,000,000.00, plus  (b)  fifty
percent (50%) of the positive consolidated net income of the Company  for
each such fiscal quarter.

8.16  Leverage Ratio.  Effective as of the first fiscal quarter of  2002,
and  continuing  through the third fiscal quarter of  2002,  the  Company
shall  not permit its Leverage Ratio as determined as of the last day  of
each  such  fiscal  quarter to be greater than  3.25:1.00  for  any  such
period,  and  effective  as of the fourth fiscal  quarter  of  2002,  and
continuing thereafter, the Company shall not permit its Leverage Ratio as
determined  as of the last day of each such fiscal quarter to be  greater
than 2.00:1.00 for any such period.

8.17  Fixed  Charge  Coverage Ratio.  Effective as of  the  first  fiscal
quarter of 2002, and continuing through the third fiscal quarter of 2002,
the  Company shall not permit its Fixed Charge Coverage Ratio  determined
as  of the last day of each fiscal quarter to be less than 1.00:1.00  for
any  such period, and effective as of the fourth fiscal quarter of  2002,
and  continuing thereafter, the Company shall not permit its Fixed Charge
Coverage Ratio determined as of the last day of each fiscal quarter to be
less than 1.10:1.00 for any such period.

8.18 Capital Expenditures.

          (a)   The  Company  will not, and will not permit  any  of  its
     Subsidiaries  to,  make any Capital Expenditures,  except  that  (i)
     during the fiscal year ending February 3, 2001, the Company and  its
     Subsidiaries may make Capital Expenditures so long as the  aggregate
     amount  so  made  by  the  Company  and  its  Subsidiaries   (on   a
     consolidated  basis)  during  such  fiscal  year  does  not   exceed
     $2,500,000.00 for such fiscal year, and (ii) during the fiscal  year
     of   2001,  the  Company  and  its  Subsidiaries  may  make  Capital
     Expenditures so long as the aggregate amount so made by the  Company
     and  its  Subsidiaries (on a consolidated basis) during such  fiscal
     year does not exceed $2,500,000.00 for such fiscal year.

8.19  Minimum EBITDA.  The Company shall not allow its EBITDA to be  less
than  $(500,000.00) for the second fiscal quarter of 2001, and less  than
$2,200,000.00  for the third fiscal quarter of 2001 and thereafter  on  a
fiscal  quarter  basis.   If the Compliance Certificate  for  the  fourth
fiscal  quarter of 2001, certifies compliance with the minimum EBITDA  of
$2,200,000.00  for such fiscal quarter, the Company shall  no  longer  be
obligated to comply with this Section 8.19.

8.20  Restrictive Agreements.  The Company shall not, nor shall it permit
any  of  its  Subsidiaries  to,  enter  into  any  indenture,  agreement,
instrument or other arrangement which directly or indirectly prohibits or
restrains,  or has the effect of prohibiting or restraining,  or  imposes
materially adverse conditions upon, the ability of any Subsidiary to  (a)
pay  dividends  or make other distributions (i) on its Capital  Stock  or
(ii)  with respect to any other interest or participation in, or measured
by,  its  profits,  (b)  make loans or advances to  the  Company  or  any
Subsidiary,  (c)  repay  loans  or  advances  from  the  Company  or  any
Subsidiary or (d) transfer any of its properties or assets to the Company
or any Subsidiary.

                               ARTICLE IX

                            EVENTS OF DEFAULT

9.01  Event of Default.  Any of the following shall constitute an  "Event
of Default":

          (a)   Non-Payment.  The Company fails to pay, (i) when  and  as
     required to be paid herein, any amount of principal of any  Loan  or
     of  any L/C Obligation, or (ii) within five (5) days after the  same
     becomes due, any interest, fee or any other amount payable hereunder
     or under any other Loan Document; or

          (b)    Representation  or  Warranty.   Any  representation   or
     warranty by the Company or any Subsidiary made or deemed made herein
     or  in  any  other  Loan Document, or contained in any  certificate,
     document  or  financial  or  other statement  by  the  Company,  any
     Subsidiary, or any Responsible Officer, furnished at any time  under
     this Agreement, or in or under any other Loan Document, is incorrect
     in any material respect on or as of the date made or deemed made; or

          (c)   Specific  Defaults.   The Company  fails  to  perform  or
     observe  any term, covenant or agreement contained in any of Section
     7.01, 7.02, 7.03 or 7.09 or in Article VIII; or

          (d)   Other  Defaults.   The Company or  any  Subsidiary  party
     thereto  fails  to  perform or observe any other  term  or  covenant
     contained  in  this Agreement or any other Loan Document,  and  such
     default  shall continue unremedied for a period of thirty (30)  days
     after  the  date upon which written notice thereof is given  to  the
     Company by the Agent or any Lender; or

          (e)    Cross-Default.   (i)  The  Company  or  any   Subsidiary
     (A)  fails  to  make any payment in respect of any  Indebtedness  or
     Contingent  Obligation (other than in respect  of  Swap  Contracts),
     having an aggregate principal amount (including undrawn committed or
     available amounts and including amounts owing to all creditors under
     any   combined  or  syndicated  credit  arrangement)  of  more  than
     $500,000.00  when  due  (whether  by  scheduled  maturity,  required
     prepayment,  acceleration, demand, or otherwise)  and  such  failure
     continues  after  the  applicable grace or notice  period,  if  any,
     specified  in the relevant document on the date of such failure;  or
     (B) fails to perform or observe any other condition or covenant,  or
     any  other event shall occur or condition exist, under any agreement
     or  instrument  relating  to  any such  Indebtedness  or  Contingent
     Obligation, and such failure continues after the applicable grace or
     notice  period,  if any, specified in the relevant document  on  the
     date  of  such  failure  if the effect of  such  failure,  event  or
     condition  is to cause, or to permit the holder or holders  of  such
     Indebtedness  or  beneficiary or beneficiaries of such  Indebtedness
     (or  a  trustee  or  agent on behalf of such holder  or  holders  or
     beneficiary  or  beneficiaries) to cause  such  Indebtedness  to  be
     declared to be due and payable, or to be required to be repurchased,
     prior  to  its  stated  maturity, or such Contingent  Obligation  to
     become payable or cash collateral in respect thereof to be demanded;
     (ii)  there occurs under any Swap Contract an Early Termination Date
     (as  defined in such Swap Contract) resulting from (1) any event  of
     default  under  such Swap Contract as to which the  Company  or  any
     Subsidiary  is  the  Defaulting  Party  (as  defined  in  such  Swap
     Contract) or (2) any Termination Event (as so defined) as  to  which
     the  Company or any Subsidiary is an Affected Party (as so  defined)
     and, in either event, the Swap Termination Value owed by the Company
     or  such  Subsidiary as a result thereof is greater than $500,000.00
     or  (iii) the Company or any Subsidiary fails to perform or  observe
     any  condition  or  covenant under any contract  providing  for  the
     issuance  of,  or  reimbursement of amounts in  respect  of,  Surety
     Instruments  (other  than Non-Surety L/C's),  which  in  such  event
     requires  the  making of payments in excess of  $500,000.00  in  the
     aggregate,  net of the proceeds of insurance policies and  indemnity
     agreements in favor of the Company or any Subsidiary and received or
     reasonably expected to be received thereby; or

          (f)   Insolvency; Voluntary Proceedings.  The  Company  or  any
     Subsidiary (i) ceases or fails to be solvent, or generally fails  to
     pay,  or  admits in writing its inability to pay, its debts as  they
     become due, subject to applicable grace periods, if any, whether  at
     stated maturity or otherwise; (ii) voluntarily ceases to conduct its
     business  in  the  ordinary course; (iii) commences  any  Insolvency
     Proceeding  with  respect to itself; or (iv)  takes  any  action  to
     effectuate or authorize any of the foregoing; or

          (g)   Involuntary Proceedings.  (i) Any involuntary  Insolvency
     Proceeding  is  commenced  or  filed  against  the  Company  or  any
     Subsidiary, or any writ, judgment, warrant of attachment,  execution
     or  similar process, is issued or levied against a substantial  part
     of  the  Company's  or  any Subsidiary's properties,  and  any  such
     proceeding  or  petition  shall not  be  dismissed,  or  such  writ,
     judgment, warrant of attachment, execution or similar process  shall
     not  be  released,  vacated or fully bonded  within  60  days  after
     commencement,  filing or levy; (ii) the Company  or  any  Subsidiary
     admits  the  material allegations of a petition against  it  in  any
     Insolvency  Proceeding,  or an order for relief  (or  similar  order
     under  non-U.S.  law)  is ordered in any Insolvency  Proceeding;  or
     (iii) the Company or any Subsidiary acquiesces in the appointment of
     a  receiver, trustee, custodian, conservator, liquidator,  mortgagee
     in  possession  (or  agent therefor), or other  similar  Person  for
     itself or a substantial portion of its property or business; or

          (h)   ERISA.  (i) An ERISA Event shall occur with respect to  a
     Pension  Plan  or  Multiemployer Plan which has  resulted  or  could
     reasonably be expected to result in liability of the Company or  any
     ERISA  Affiliate  under Title IV of ERISA to such  Pension  Plan  or
     Multiemployer  Plan or to the PBGC in an aggregate  amount  for  all
     such  Pension Plans and Multiemployer Plans in excess of $1,000,000;
     (ii)  the  aggregate amount of Unfunded Pension Liability among  all
     Pension Plans and Multiemployer Plans at any time exceeds $5,000,000
     (determined, in respect of Multiemployer Plans, by reference to  the
     Unfunded  Pension  Liability for which  the  Company  or  any  ERISA
     Affiliate may be liable) and could reasonably be expected to have  a
     Material Adverse Effect; or (iii) the Company or any ERISA Affiliate
     shall  fail  to pay when due, after the expiration of any applicable
     grace period, any installment payment with respect to its withdrawal
     liability under Section 4201 of ERISA under a Multiemployer Plan  in
     an aggregate amount in excess of $1,000,000; or

          (i)    Monetary   Judgments.   One  or  more  non-interlocutory
     judgments,  non-interlocutory orders, decrees or arbitration  awards
     is  entered against the Company or any Subsidiary involving  in  the
     aggregate  a  liability  (to the extent not covered  by  independent
     third-party  insurance  as  to which the insurer  does  not  dispute
     coverage)  as  to  any  single or related  series  of  transactions,
     incidents or conditions, of $500,000.00 or more, and the same  shall
     remain  unsatisfied,  unvacated and unstayed pending  appeal  for  a
     period of 30 days after the entry thereof; or

          (j)   Non-Monetary Judgments.  Any non-monetary judgment, order
     or  decree  is  entered against the Company or any Subsidiary  which
     does  or  would  reasonably be expected to have a  Material  Adverse
     Effect, and there shall be any period of 30 consecutive days  during
     which a stay of enforcement of such judgment or order, by reason  of
     a pending appeal or otherwise, shall not be in effect; or

          (k)  Change of Control.  There occurs any Change of Control; or

          (l)   Loss of Licenses.  Any Governmental Authority revokes  or
     fails  to  renew any license, permit or franchise of the Company  or
     any  Subsidiary,  or the Company or any Subsidiary  for  any  reason
     loses  any  license,  permit or franchise, or  the  Company  or  any
     Subsidiary suffers the imposition of any restraining order,  escrow,
     suspension  or  impound of funds in connection with  any  proceeding
     (judicial or administrative) with respect to any license, permit  or
     franchise  and  any  of  the foregoing has or  could  reasonably  be
     expected to have a Material Adverse Effect; or

          (m)   Guarantor Defaults.  Any Guarantor fails in any  material
     respect to perform or observe any term, covenant or agreement in the
     Subsidiary  Guaranty; or the Subsidiary Guaranty is for  any  reason
     partially  (including  with respect to future  advances)  or  wholly
     revoked or invalidated, or otherwise ceases to be in full force  and
     effect, or any Guarantor or any other Person contests in any  manner
     the  validity or enforceability thereof or denies that  it  has  any
     further  liability or obligation thereunder; or any event  described
     at subsections (f) or (g) of this Section occurs with respect to any
     Guarantor; or

          (n)  Collateral.

               (i)   any  material  provision of any Collateral  Document
          shall  for  any  reason cease to be valid  and  binding  on  or
          enforceable against the Company or any Subsidiary party thereto
          or  the Company or any Subsidiary shall so state in writing  or
          bring  an  action  to  limit  its  obligations  or  liabilities
          thereunder; or

               (ii)  any Collateral Document shall for any reason  (other
          than  pursuant  to the terms thereof) cease to create  a  valid
          security   interest  in  a  material  part  of  the  Collateral
          purported to be covered thereby or such security interest shall
          for  any  reason  cease to be a perfected  and  first  priority
          security interest subject only to Permitted Liens.

9.02  Remedies.  If any Event of Default occurs, the Agent shall, at  the
request of, or may, with the consent of, the Required Lenders,

          (a)   declare the Commitment of each Lender to make  Loans  and
     any  obligation  of  the Issuer to Issue Letters  of  Credit  to  be
     terminated,  whereupon  such Commitments  and  obligation  shall  be
     terminated;

          (b)   declare  an amount equal to the maximum aggregate  amount
     that  is  or at any time thereafter may become available for drawing
     under  any  outstanding  Letters  of  Credit  (whether  or  not  any
     beneficiary shall have presented, or shall be entitled at such  time
     to  present,  the drafts or other documents required to  draw  under
     such  Letters  of  Credit) to be immediately due  and  payable,  and
     declare  the unpaid principal amount of all outstanding  Loans,  all
     interest accrued and unpaid thereon, and all other amounts owing  or
     payable hereunder or under any other Loan Document to be immediately
     due  and  payable,  without presentment, demand,  protest  or  other
     notice  of any kind (except as otherwise expressly provided herein),
     all of which are hereby expressly waived by the Company; and

          (c)   exercise on behalf of itself and the Lenders  all  rights
     and  remedies  available  to  it and  the  Lenders  under  the  Loan
     Documents  or  applicable  law; provided,  however,  that  upon  the
     occurrence  of  any  event specified in subsection  (f)  or  (g)  of
     Section  9.01 (in the case of clause (i) of subsection (g) upon  the
     expiration  of the 60-day period mentioned therein), the  obligation
     of  each  Lender to make Loans and any obligation of the  Issuer  to
     Issue Letters of Credit shall automatically terminate and the unpaid
     principal amount of all outstanding Loans and all interest and other
     amounts  as  aforesaid shall automatically become  due  and  payable
     without further act of the Agent, the Issuer or any Lender.

9.03 Rights Not Exclusive.  The rights provided for in this Agreement and
the  other  Loan  Documents are cumulative and are not exclusive  of  any
other  rights,  powers,  privileges or remedies provided  by  law  or  in
equity, or under any other instrument, document or agreement now existing
or hereafter arising.


                                ARTICLE X

                                THE AGENT

10.01     Appointment and Authorization; "Agent".

          (a)   Each Lender hereby irrevocably (subject to Section 10.09)
     appoints, designates and authorizes the Agent to take such action on
     its  behalf  under the provisions of this Agreement and  each  other
     Loan Document and to exercise such powers and perform such duties as
     are  expressly delegated to it by the terms of this Agreement or any
     other  Loan  Document, together with such powers as  are  reasonably
     incidental  thereto.  Notwithstanding any provision to the  contrary
     contained elsewhere in this Agreement or in any other Loan Document,
     the  Agent  shall  not  have any duties or responsibilities,  except
     those  expressly set forth herein, nor shall the Agent  have  or  be
     deemed  to have any fiduciary relationship with any Lender,  and  no
     implied  covenants, functions, responsibilities, duties, obligations
     or  liabilities shall be read into this Agreement or any other  Loan
     Document or otherwise exist against the Agent.  Without limiting the
     generality of the foregoing sentence, the use of the term "agent" in
     this  Agreement  with  reference to the Agent  is  not  intended  to
     connote  any  fiduciary  or other implied (or  express)  obligations
     arising under agency doctrine of any applicable law.  Instead,  such
     term is used merely as a matter of market custom, and is intended to
     create  or  reflect  only  an  administrative  relationship  between
     independent contracting parties.

          (b)   Each  Issuer  shall act on behalf  of  the  Lenders  with
     respect  to  any  Letters of Credit Issued by it and  the  documents
     associated therewith until such time and except for so long  as  the
     Agent  may agree at the request of the Required Lenders to  act  for
     such  Issuer  with  respect thereto; provided,  however,  that  such
     Issuer shall have all of the benefits and immunities (i) provided to
     the  Agent  in  this  Article X with respect to any  acts  taken  or
     omissions  suffered  by  the Issuer in connection  with  Letters  of
     Credit  Issued  by  it  or  proposed to be  Issued  by  it  and  the
     application and agreements for letters of credit pertaining  to  the
     Letters  of Credit as fully as if the term "Agent", as used in  this
     Article  X,  included  such Issuer with  respect  to  such  acts  or
     omissions, and (ii) as additionally provided in this Agreement  with
     respect to such Issuer.

10.02      Delegation of Duties.  The Agent may execute any of its duties
under  this  Agreement or any other Loan Document by or  through  agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Agent shall not be
responsible   for  the  negligence  or  misconduct  of   any   agent   or
attorney-in-fact that it selects with reasonable care.

10.03      Liability of Agent.  None of the Agent-Related  Persons  shall
(a)  be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document  or
the transactions contemplated hereby (except for its own gross negligence
or willful misconduct), or (b) be responsible in any manner to any of the
Lenders  for any recital, statement, representation or warranty  made  by
the Company or any Subsidiary or Affiliate of the Company, or any officer
thereof, contained in this Agreement or in any other Loan Document, or in
any  certificate,  report, statement or other  document  referred  to  or
provided  for  in, or received by the Agent under or in connection  with,
this  Agreement or any other Loan Document, or for the value of or  title
to   any   Collateral,  or  the  validity,  effectiveness,   genuineness,
enforceability  or  sufficiency  of this  Agreement  or  any  other  Loan
Document,  or  for any failure of the Company or any other party  to  any
Loan  Document  to perform its obligations hereunder or  thereunder.   No
Agent-Related  Person  shall be under any obligation  to  any  Lender  to
ascertain or to inquire as to the observance or performance of any of the
agreements  contained in, or conditions of, this Agreement or  any  other
Loan  Document,  or to inspect the properties, books or  records  of  the
Company or any of the Company's Subsidiaries or Affiliates.

10.04     Reliance by Agent.

          (a)   The  Agent shall be entitled to rely, and shall be  fully
     protected in relying, upon any writing, resolution, notice, consent,
     certificate,  affidavit,  letter,  telegram,  facsimile,  telex   or
     telephone  message,  statement  or 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, and upon advice  and
     statements  of  legal counsel (including counsel  to  the  Company),
     independent  accountants and other experts selected  by  the  Agent.
     The  Agent shall be fully justified in failing or refusing  to  take
     any action under this Agreement or any other Loan Document unless it
     shall  first  receive  such advice or concurrence  of  the  Required
     Lenders  as  it deems appropriate and, if it so requests,  it  shall
     first be indemnified to its satisfaction by the Lenders against  any
     and  all liability and expense which may be incurred by it by reason
     of taking or continuing to take any such action.  The Agent shall in
     all  cases  be  fully  protected in acting, or  in  refraining  from
     acting,  under  this  Agreement  or  any  other  Loan  Document   in
     accordance  with  a request or consent of the Required  Lenders  and
     such request and any action taken or failure to act pursuant thereto
     shall be binding upon all of the Lenders.

          (b)  For purposes of determining compliance with the conditions
     specified  in  Section  5.01, each Lender  that  has  executed  this
     Agreement shall be deemed to have consented to, approved or accepted
     or  to be satisfied with, each document or other matter either  sent
     by  the  Agent  to such Lender for consent, approval, acceptance  or
     satisfaction, or required thereunder to be consented to or  approved
     by or acceptable or satisfactory to such Lender.

10.05      Notice  of  Default.  The Agent shall not be  deemed  to  have
knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and
fees  required  to be paid to the Agent for the account of  the  Lenders,
unless the Agent shall have received written notice from a Lender or  the
Company referring to this Agreement, describing such Default or Event  of
Default and stating that such notice is a "notice of default".  The Agent
will  notify  the Lenders of its receipt of any such notice.   The  Agent
shall  take such action with respect to such Default or Event of  Default
as  may  be requested by the Required Lenders in accordance with  Article
IX;  provided, however, that unless and until the Agent has received  any
such  request,  the Agent may (but shall not be obligated to)  take  such
action,  or refrain from taking such action, with respect to such Default
or Event of Default as it shall deem advisable or in the best interest of
the Lenders.

10.06      Credit Decision.  Each Lender acknowledges that  none  of  the
Agent-Related Persons has made any representation or warranty to it,  and
that  no act by the Agent hereinafter taken, including any review of  the
affairs  of  the  Company  and  its  Subsidiaries,  shall  be  deemed  to
constitute any representation or warranty by any Agent-Related Person  to
any   Lender.   Each  Lender  represents  to  the  Agent  that  it   has,
independently  and  without reliance upon any  Agent-Related  Person  and
based  on  such  documents and information as it has deemed  appropriate,
made its own appraisal of and investigation into the business, prospects,
operations,  property, financial and other condition and creditworthiness
of  the  Company  and its Subsidiaries, the value of  and  title  to  any
Collateral,  and  all  applicable bank regulatory laws  relating  to  the
transactions contemplated hereby, and made its own decision to enter into
this  Agreement  and  to  extend credit to the Company  hereunder.   Each
Lender  also represents that it will, independently and without  reliance
upon any Agent-Related Person and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
analysis,  appraisals and decisions in taking or not taking action  under
this   Agreement  and  the  other  Loan  Documents,  and  to  make   such
investigations as it deems necessary to inform itself as to the business,
prospects,  operations,  property,  financial  and  other  condition  and
creditworthiness of the Company.  Except for notices, reports  and  other
documents expressly herein required to be furnished to the Lenders by the
Agent, the Agent shall not have any duty or responsibility to provide any
Lender  with  any  credit or other information concerning  the  business,
prospects,  operations,  property,  financial  and  other  condition   or
creditworthiness of the Company which may come into the possession of any
of the Agent-Related Persons.

10.07      Indemnification  of Agent.  Whether or  not  the  transactions
contemplated  hereby  are consummated, the Lenders shall  indemnify  upon
demand the Agent-Related Persons (to the extent not reimbursed by  or  on
behalf  of the Company and without limiting the obligation of the Company
to  do  so), in accordance with such Lender's Pro Rata Share of all Loans
and  Commitments,  from and against any and all Indemnified  Liabilities;
provided, however, that no Lender shall be liable for the payment to  the
Agent-Related  Persons  of  any portion of such  Indemnified  Liabilities
resulting  from  such  Person's gross negligence or  willful  misconduct.
Without  limitation  of the foregoing, each Lender  shall  reimburse  the
Agent  upon  demand for its ratable share of any costs  or  out-of-pocket
expenses  (including Attorney Costs) incurred by the Agent in  connection
with  the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings
or   otherwise)   of,   or  legal  advice  in  respect   of   rights   or
responsibilities under, this Agreement, any other Loan Document,  or  any
document  contemplated by or referred to herein, to the extent  that  the
Agent is not reimbursed for such expenses by or on behalf of the Company.
The  undertaking  in  this  Section shall  survive  the  payment  of  all
Obligations hereunder and the resignation or replacement of the Agent.

10.08     Agent in Individual Capacity.  BofA and its Affiliates may make
loans  to,  issue  letters of credit for the account of, accept  deposits
from,  acquire equity interests in and generally engage in  any  kind  of
banking,  trust, financial advisory, underwriting or other business  with
the  Company and its Subsidiaries and Affiliates as though BofA were  not
the  Agent or an Issuer hereunder and without notice to or consent of the
Lenders.  The Lenders acknowledge that, pursuant to such activities, BofA
or  its  Affiliates may receive information regarding the Company or  its
Affiliates  (including information that may be subject to confidentiality
obligations  in favor of the Company or such Subsidiary) and  acknowledge
that  the  Agent shall be under no obligation to provide such information
to  them.  With respect to its Loans, BofA shall have the same rights and
powers under this Agreement as any other Lender and may exercise the same
as though it were not the Agent or an Issuer.

10.09      Successor  Agent.  The Agent may, and at the  request  of  the
Required  Lenders  shall, resign as Agent upon 30  days'  notice  to  the
Lenders.  If the Agent resigns under this Agreement, the Required Lenders
shall  appoint from among the Lenders a successor agent for  the  Lenders
subject,  so  long  as  no  Event of Default has  occurred  and  is  then
continuing,  to  the  consent  of  the  Company,  which  shall   not   be
unreasonably  withheld or delayed.  If no successor  agent  is  appointed
prior  to  the effective date of the resignation of the Agent, the  Agent
may  appoint,  after  consulting with the  Lenders  and  the  Company,  a
successor  agent  from  among the Lenders.  Upon the  acceptance  of  its
appointment  as  successor agent hereunder, such  successor  agent  shall
succeed  to all the rights, powers and duties of the retiring  Agent  and
the term "Agent" shall mean such successor agent and the retiring Agent's
appointment,  powers and duties as Agent shall be terminated.  After  any
retiring Agent's resignation hereunder as Agent, the provisions  of  this
Article X and Sections 11.04 and 11.05 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 no successor agent has accepted appointment as Agent
by  the  date  which  is 30 days following a retiring Agent's  notice  of
resignation,   the   retiring  Agent's  resignation  shall   nevertheless
thereupon  become  effective and the Lenders shall  perform  all  of  the
duties  of  the Agent hereunder until such time, if any, as the  Required
Lenders appoint a successor agent as provided for above.  Notwithstanding
the  foregoing,  however, BofA may not be removed as  the  Agent  at  the
request of the Required Lenders unless BofA shall also simultaneously  be
replaced as an "Issuer" (if any letters of credit Issued by BofA are then
outstanding)  hereunder pursuant to documentation in form  and  substance
reasonably satisfactory to BofA.

10.10     Withholding Tax.

          (a)   (i)  If any Lender is a "foreign corporation, partnership
     or  trust"  within  the meaning of the Code and such  Lender  claims
     exemption  from,  or  a  reduction of  U.S.  withholding  tax  under
     Sections  1441 or 1442 of the Code, such Lender agrees with  and  in
     favor of the Agent and the Company, to deliver to the Agent and  the
     Company:

               (A)   if  such  Lender  claims an  exemption  from,  or  a
          reduction of, withholding tax under a United States tax treaty,
          two  properly  completed and executed copies of IRS  Form  1001
          before  the payment of any interest in the first calendar  year
          and before the payment of any interest in each third succeeding
          calendar  year  during which interest may be  paid  under  this
          Agreement;

               (B)   if such Lender claims that interest paid under  this
          Agreement is exempt from United States withholding tax  because
          it  is  effectively  connected with a United  States  trade  or
          business  of  such Lender, two properly completed and  executed
          copies  of IRS Form 4224 before the payment of any interest  is
          due  in  the  first  taxable year of such Lender  and  in  each
          succeeding  taxable year of such Lender during  which  interest
          may be paid under this Agreement; and

               (C)  such other form or forms as may be required under the
          Code  or  other  laws of the United States as  a  condition  to
          exemption from, or reduction of, United States withholding tax.

     Such  Lender agrees to promptly notify the Agent and the Company  of
     any change in circumstances which would modify or render invalid any
     claimed exemption or reduction.

               (ii)  if  any  foreign Lender claims exemption  from  U.S.
          federal withholding tax under Section 871(h) or 881(c)  of  the
          Code  with  respect to payments of "portfolio  interest",  such
          Lender agrees with and in favor of the Agent and the Company to
          deliver  to  the  Agent and the Company  a  Form  W-8,  or  any
          subsequent versions thereof or successors thereto (and, if such
          Lender  delivers  a  Form W-8, a certificate representing  that
          such  Lender is not a "bank" for purposes of Section 881(c)  of
          the  Code, is not a 10 percent shareholder (within the  meaning
          of  Section 871(h)(3)(B) of the Code) of the Company and is not
          a controlled foreign corporation related to the Company (within
          the meaning of Section 864(d)(4) of the Code)).

          (b)   If  any  Lender claims exemption from, or  reduction  of,
     withholding  tax under a United States tax treaty by  providing  IRS
     Form 1001 and such Lender sells, assigns, grants a participation in,
     or otherwise transfers all or part of the Obligations of the Company
     to  such  Lender,  such Lender agrees to notify  the  Agent  of  the
     percentage amount in which it is no longer the beneficial  owner  of
     Obligations  of the Company to such Lender.  To the extent  of  such
     percentage amount, the Agent will treat such Lender's IRS Form  1001
     as no longer valid.

          (c)   If  any  Lender  claiming exemption  from  United  States
     withholding  tax  by  filing IRS Form 4224  with  the  Agent  sells,
     assigns,  grants a participation in, or otherwise transfers  all  or
     part  of the Obligations of the Company to such Lender, such  Lender
     agrees  to  undertake  sole responsibility for  complying  with  the
     withholding  tax requirements imposed by Sections 1441 and  1442  of
     the Code.

          (d)  If any Lender is entitled to a reduction in the applicable
     withholding tax, the Agent may withhold from any interest payment to
     such  Lender an amount equivalent to the applicable withholding  tax
     after taking into account such reduction.  However, if the forms  or
     other  documentation required by subsection (a) of this Section  are
     not  delivered  to the Agent, then the Agent may withhold  from  any
     interest  payment to such Lender not providing such forms  or  other
     documentation an amount equivalent to the applicable withholding tax
     imposed by Sections 1441 and 1442 of the Code, without reduction.

          (e)   If  the  IRS or any other Governmental Authority  of  the
     United  States or other jurisdiction asserts a claim that the  Agent
     did  not  properly  withhold tax from amounts paid  to  or  for  the
     account  of  any  Lender  (because  the  appropriate  form  was  not
     delivered  or  was  not properly executed, or  because  such  Lender
     failed  to  notify  the  Agent of a change  in  circumstances  which
     rendered  the  exemption  from,  or reduction  of,  withholding  tax
     ineffective,  or  for any other reason) such Lender shall  indemnify
     the Agent fully for all amounts paid, directly or indirectly, by the
     Agent  as  tax  or otherwise, including penalties and interest,  and
     including  any  taxes  imposed by any jurisdiction  on  the  amounts
     payable to the Agent under this Section, together with all costs and
     expenses (including Attorney Costs).  The obligation of the  Lenders
     under  this  subsection shall survive the payment of all Obligations
     and the resignation or replacement of the Agent.

10.11     Collateral Matters.

          (a)   The  Agent  is authorized on behalf of all  the  Lenders,
     without  the necessity of any notice to or further consent from  the
     Lenders,  from time to time to take any action with respect  to  any
     Collateral  or  the Collateral Documents which may be  necessary  to
     perfect  and maintain perfected the security interest in  and  Liens
     upon the Collateral granted pursuant to the Collateral Documents.

          (b)  The Lenders irrevocably authorize the Agent, at its option
     and in its discretion, to release any Lien granted to or held by the
     Agent  upon  any Collateral (i) upon termination of the  Commitments
     and payment in full of all Loans and all other Obligations known  to
     the  Agent  and  payable  under this Agreement  or  any  other  Loan
     Document; (ii) constituting property sold or to be sold or  disposed
     of  as  part  of  or  in  connection with any disposition  permitted
     hereunder; (iii) constituting property in which the Company  or  any
     Subsidiary owned no interest at the time the Lien was granted or  at
     any  time  thereafter;  (iv) constituting  property  leased  to  the
     Company  or any Subsidiary under a lease which has expired  or  been
     terminated  in  a transaction permitted under this Agreement  or  is
     about  to expire and which has not been, and is not intended by  the
     Company   or   such   Subsidiary  to  be,   renewed   or   extended;
     (v)  consisting  of an instrument evidencing Indebtedness  or  other
     debt instrument, if the indebtedness evidenced thereby has been paid
     in  full; or (vi) if approved, authorized or ratified in writing  by
     the  Required  Lenders or all the Lenders, as the case  may  be,  as
     provided in subsection 11.01(f).  Upon request by the Agent  at  any
     time,  the Lenders will confirm in writing the Agent's authority  to
     release  particular types or items of Collateral  pursuant  to  this
     subsection  10.11(b),  provided  that  the  absence  of   any   such
     confirmation for whatever reason shall not affect the Agent's rights
     under this Section 10.11.

          (c)   Each Lender agrees with and in favor of each other (which
     agreement  shall  not  be for the benefit  of  the  Company  or  any
     Subsidiary) that the Company's obligation to such Lender under  this
     Agreement  and  the other Loan Documents is not  and  shall  not  be
     secured by any real property collateral now or hereafter acquired by
     such Lender.


                               ARTICLE XI

                              MISCELLANEOUS

11.01      Amendments  and  Waivers.   No  amendment  or  waiver  of  any
provision  of this Agreement or any other Loan Document, and  no  consent
with respect to any departure by the Company or any applicable Subsidiary
therefrom,  shall be effective unless the same shall be  in  writing  and
signed by the Required Lenders (or by the Agent at the written request of
the  Required Lenders) and the Company and acknowledged by the Agent, and
then  any  such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however,
that  no such waiver, amendment, or consent shall, unless in writing  and
signed  by all the Lenders and the Company and acknowledged by the Agent,
do any of the following:

          (a)   increase  or  extend the Commitment  of  any  Lender  (or
     reinstate any Commitment terminated pursuant to Section 9.02);

          (b)   postpone or delay any date fixed by this Agreement or any
     other Loan Document for any payment of principal, interest, fees  or
     other amounts due to the Lenders (or any of them) hereunder or under
     any  other  Loan Document including without limitation any mandatory
     prepayment required pursuant to subsection 2.09(b);

          (c)  reduce the principal of, or the rate of interest specified
     herein  on any Loan, or (subject to clause (iii) below) any fees  or
     other amounts payable hereunder or under any other Loan Document;

          (d)   change  the  percentage  of the  Commitments  or  of  the
     aggregate unpaid principal amount of the Loans which is required for
     the  Lenders or any of them to take any action hereunder  or  reduce
     the percentage specified in the definition of "Required Lenders" or,
     without  the  consent of each Revolving Lender, "Required  Revolving
     Lenders"; or

          (e)   amend  this  Section, or Section 2.16, or  any  provision
     herein providing for consent or other action by all Lenders; or

          (f)   release all or substantially all of the Collateral except
     as  otherwise may be provided in the Collateral Documents or  except
     where  the  consent  of  the Required Lenders only  is  specifically
     provided for; or

          (g)  release any or all of the Guarantors;

     and,  provided  further, that (i) no amendment,  waiver  or  consent
     shall, unless in writing and signed by the Issuer in addition to the
     Required Lenders or all the Lenders, as the case may be, affect  the
     rights  or  duties of the Issuer under this Agreement  or  any  L/C-
     Related  Document relating to any Letter of Credit Issued or  to  be
     Issued by it, (ii) no amendment, waiver or consent shall, unless  in
     writing  and signed by the Agent in addition to the Required Lenders
     or  all the Lenders, as the case may be, affect the rights or duties
     of  the  Agent under this Agreement or any other Loan Document,  and
     (iii)  no amendment, waiver or consent shall, unless in writing  and
     signed  by the Swing Line Lender in addition to the Required Lenders
     or  all the Lenders, as the case may be, affect the rights or duties
     of  the  Swing  Line Lender under this Agreement or any  other  Loan
     Document  ,  and (iv) the Fee Letter may be amended,  or  rights  or
     privileges  thereunder waived, in a writing executed by the  parties
     thereto.

11.02     Notices.

          (a)   All  notices, requests, consents, approvals, waivers  and
     other  communications  shall be in writing  (including,  unless  the
     context  expressly  otherwise provides, by  facsimile  transmission,
     provided that any matter transmitted by the Company by facsimile (i)
     shall  be immediately confirmed by a telephone call to the recipient
     at  the  number  specified  on Schedule 11.02,  and  (ii)  shall  be
     followed  promptly by delivery of a hard copy original thereof)  and
     mailed,  faxed  or  delivered, to the address  or  facsimile  number
     specified  for  notices on Schedule 11.02; or, as  directed  to  the
     Company  or  the Agent, to such other address as shall be designated
     by  such  party  in a written notice to the other  parties,  and  as
     directed  to  any  other party, at such other address  as  shall  be
     designated by such party in a written notice to the Company and  the
     Agent.

          (b)   All such notices, requests and communications shall, when
     transmitted  by  overnight  delivery, or faxed,  be  effective  when
     delivered  for  overnight  (next-day) delivery,  or  transmitted  in
     legible  form  by facsimile machine, respectively, or if  mailed  or
     delivered,  upon delivery; except that notices pursuant  to  Article
     II,  III  or  X  to the Agent shall not be effective until  actually
     received  by the Agent, and notices pursuant to Article III  to  any
     Issuer shall not be effective until actually received by such Issuer
     at the address specified on Schedule 11.02.

          (c)   Any  agreement  of the Agent and the  Lenders  herein  to
     receive certain notices by telephone or facsimile is solely for  the
     convenience  and at the request of the Company.  The Agent  and  the
     Lenders  shall  be entitled to rely on the authority of  any  Person
     purporting  to be, a Person authorized by the Company to  give  such
     notice and the Agent and the Lenders shall not have any liability to
     the  Company or other Person on account of any action taken  or  not
     taken  by  the Agent or the Lenders in reliance upon such telephonic
     or  facsimile  notice.  The obligation of the Company to  repay  the
     Loans and L/C Obligations shall not be affected in any way or to any
     extent  by  any  failure  by the Agent and the  Lenders  to  receive
     written  confirmation of any telephonic or facsimile notice  or  the
     receipt by the Agent and the Lenders of a confirmation which  is  at
     variance  with the terms understood by the Agent and the Lenders  to
     be contained in the telephonic or facsimile notice.

11.03     No Waiver; Cumulative Remedies.  No failure to exercise and  no
delay  in exercising, on the part of the Agent or any Lender, any  right,
remedy,  power or privilege hereunder, shall operate as a waiver thereof;
nor  shall any single or partial exercise of any right, remedy, power  or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

11.04     Costs and Expenses.  The Company shall:

          (a)   whether or not the transactions contemplated  hereby  are
     consummated,  pay or reimburse BofA (including in  its  capacity  as
     Agent and an Issuer) within five Business Days after demand (subject
     to  subsection  5.01(e))  for  all  reasonable  costs  and  expenses
     incurred by BofA (including in its capacity as Agent and Issuer)  in
     connection    with    the   development,   preparation,    delivery,
     administration,  syndication and execution of,  and  any  amendment,
     supplement, waiver or modification to (in each case, whether or  not
     consummated),  this  Agreement, any  Loan  Document  and  any  other
     documents  prepared  in connection herewith or  therewith,  and  the
     consummation  of the transactions contemplated hereby  and  thereby,
     including  reasonable Attorney Costs incurred by BofA (including  in
     its capacity as Agent and an Issuer) with respect thereto, except to
     the  extent  the Loan Documents specifically provide  that  fees  or
     expenses are to be paid by the Agent;

          (b)   pay  or  reimburse the Agent and each Lender within  five
     Business Days after demand (subject to subsection 5.01(e))  for  all
     reasonable costs and expenses (including Attorney Costs) incurred by
     them  in connection with the enforcement, attempted enforcement,  or
     preservation of any rights or remedies under this Agreement  or  any
     other  Loan Document during the existence of an Event of Default  or
     after  acceleration of the Loans (including in connection  with  any
     "workout" or restructuring regarding the Loans, and including in any
     Insolvency Proceeding or appellate proceeding); and

          (c)  pay or reimburse BofA (including in its capacity as Agent)
     within  five  Business  Days  after demand  (subject  to  subsection
     5.01(e))  for all reasonable appraisal, audit (including  collateral
     audits),   environmental  inspection  and  review   (including   the
     allocated cost of such internal services), search and filing  costs,
     fees  and expenses, incurred or sustained by BofA (including in  its
     capacity as Agent) in connection with the matters referred to  under
     subsections (a) and (b) of this Section.

11.05     Company Indemnification.

          (a)   The  Company shall indemnify, defend and hold the  Agent-
     Related  Persons,  and  each  Lender  and  each  of  its  respective
     officers,     directors,    employees,    counsel,    agents     and
     attorneys-in-fact (each, an "Indemnified Person") harmless from  and
     against  any  and  all  liabilities, obligations,  losses,  damages,
     penalties,  actions, judgments, suits, costs, charges, expenses  and
     disbursements  (including Attorney Costs)  of  any  kind  or  nature
     whatsoever  which may at any time (including at any  time  following
     repayment of the Loans, the termination of the Letters of Credit and
     the  termination,  resignation  or  replacement  of  the  Agent   or
     replacement of any Lender or assignment by any Lender of  its  Loans
     or  Commitments) be imposed on, incurred by or asserted against  any
     Indemnified  Person in any way relating to or arising  out  of  this
     Agreement or any document contemplated by or referred to herein,  or
     the transactions contemplated hereby, or any action taken or omitted
     by any such Person under or in connection with any of the foregoing,
     including   with  respect  to  any  investigation,   litigation   or
     proceeding   (including  any  Insolvency  Proceeding  or   appellate
     proceeding) related to or arising out of this Agreement or the Loans
     or  Letters of Credit or the use of the proceeds thereof or  related
     to  any  Offshore Currency transactions entered into  in  connection
     herewith,  whether or not any Indemnified Person is a party  thereto
     (all  the  foregoing, collectively, the "Indemnified  Liabilities");
     provided, that the Company shall have no obligation hereunder to any
     Indemnified Person with respect to Indemnified Liabilities resulting
     from  the gross negligence or willful misconduct of such Indemnified
     Person.  The agreements in this Section shall survive payment of all
     other Obligations.

          (b)  (i)  The Company shall indemnify, defend and hold harmless
     each  Indemnified Person, from and against any and all  liabilities,
     obligations, losses, damages, penalties, actions, judgments,  suits,
     costs, charges, expenses or disbursements (including Attorney  Costs
     and  the  allocated cost of internal environmental audit  or  review
     services),  which  may  be  incurred by  or  asserted  against  such
     Indemnified Person in connection with or arising out of any  pending
     or threatened investigation, litigation or proceeding, or any action
     reasonably  taken  by any Person, with respect to any  Environmental
     Claim  arising  out of or related to any property,  whether  or  not
     subject  to  a  mortgage in favor of the Agent  or  any  Lender,  or
     arising  out of or related to any operations of the Company  or  any
     Subsidiary.  No action taken by legal counsel chosen by the Agent or
     any  Lender  in defending against any such investigation, litigation
     or  proceeding  or  requested remedial, removal or  response  action
     shall vitiate or in any way impair the Company's obligation and duty
     hereunder to indemnify and hold harmless the Agent and each Lender.

               (ii)  In  no  event shall any site visit, observation,  or
          testing  by the Agent or any Lender (or any contractee  of  the
          Agent  or  any Lender) be deemed a representation  or  warranty
          that  Hazardous  Materials are or are not present  in,  on,  or
          under,  the site, or that there has been or shall be compliance
          with  any Environmental Law.  Neither the Company nor any other
          Person  is entitled to rely on any site visit, observation,  or
          testing by the Agent or any Lender.  Neither the Agent nor  any
          Lender  owes  any duty of care to protect the  Company  or  any
          other  Person  against, or to inform the Company or  any  other
          party   of,  any  Hazardous  Materials  or  any  other  adverse
          condition  affecting any site or property.  The  Agent  or  any
          Lender  may, at its discretion, disclose to the Company or  any
          other Person any report or findings made as a result of, or  in
          connection with, any site visit, observation, or testing by the
          Agent  or any Lender.  The Company understands and agrees  that
          the Agent and the Lenders make no warranty or representation to
          the  Company or any other Person regarding the truth,  accuracy
          or  completeness  of any such report or findings  that  may  be
          disclosed.   The Company also understands that, depending  upon
          the  results of any site visit, observation or testing  by  the
          Agent  or any Lender and disclosed to the Company, the  Company
          may have a legal obligation to notify one or more environmental
          agencies  of  the results and that such reporting  requirements
          are  site-specific  and  are to be  evaluated  by  the  Company
          without advice or assistance from the Agent or any Lender.

          (c)   Survival; Defense.  The obligations in this Section shall
     survive  payment of all other Obligations.  At the election  of  any
     Indemnified Person, the Company shall defend such Indemnified Person
     using  legal  counsel  reasonably satisfactory to  such  Indemnified
     Person  in  such  Person's sole discretion, at  the  sole  cost  and
     expense of the Company.  All amounts owing under this Section  shall
     be paid within 30 days after demand.

11.06      Marshalling; Payments Set Aside.  Neither the  Agent  nor  the
Lenders shall be under any obligation to marshall any assets in favor  of
the Company or any other Person or against or in payment of any or all of
the  Obligations.  To the extent that the Company makes a payment to  the
Agent or the Lenders, or the Agent or the Lenders exercise their right of
set-off,  and such payment or the proceeds of such set-off  or  any  part
thereof  are  subsequently  invalidated, declared  to  be  fraudulent  or
preferential, set aside or required (including pursuant to any settlement
entered into by the Agent or such Lender in its discretion) to be  repaid
to  a  trustee,  receiver  or any other party,  in  connection  with  any
Insolvency  Proceeding  or otherwise, then (a)  to  the  extent  of  such
recovery  the  obligation  or  part thereof  originally  intended  to  be
satisfied shall be revived and continued in full force and effect  as  if
such payment had not been made or such set-off had not occurred, and  (b)
each Lender severally agrees to pay to the Agent upon demand its pro rata
share of any amount so recovered from or repaid by the Agent.

11.07     Successors and Assigns.  The provisions of this Agreement shall
be  binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Company may not assign
or transfer any of its rights or obligations under this Agreement without
the prior written consent of the Agent and each Lender.

11.08     Assignments, Participations, etc.

          (a)  Any Lender may, with the written consent of the Company at
     all times other than during the existence of an Event of Default and
     the  Agent, the Swing Line Lender and, in respect of assignments  of
     Revolving Loans or a Revolving Loan Commitment, each Issuer with  an
     outstanding   Letter  of  Credit,  which  consents  shall   not   be
     unreasonably withheld or delayed, at any time assign and delegate to
     one or more Eligible Assignees (each an "Assignee") all, or any part
     of  all, of the Loans, the Commitments, the L/C Obligations and  the
     other  rights and obligations of such Lender hereunder, in a minimum
     amount  $5,000,000.00, the total amount of such Lender's outstanding
     Loans  and/or Commitments (provided that (x) no written  consent  of
     the Company, the Agent, the Swing Line Lender or any Issuer shall be
     required  in  connection with any assignment  and  delegation  by  a
     Lender  to an Eligible Assignee that is an Affiliate of such  Lender
     or any Approved Fund, (y) no consent of the Swing Line Lender or any
     Issuer shall be required in respect of any assignment and delegation
     consisting  solely of Term Loans and (z) assignments  must  be  made
     ratably  as  between  the  Revolving  Loans  and  the  Term  Loans);
     provided,  however, that the Company and the Agent may  continue  to
     deal  solely  and directly with such Lender in connection  with  the
     interest so assigned to an Assignee until (i) written notice of such
     assignment,  together  with  payment  instructions,  addresses   and
     related  information with respect to the Assignee, shall  have  been
     given  to the Company and the Agent by such Lender and the Assignee;
     (ii)  such  Lender  and  its Assignee shall have  delivered  to  the
     Company  and the Agent an Assignment and Acceptance in the  form  of
     Exhibit  D ("Assignment and Acceptance") together with any  Note  or
     Notes  subject to such assignment and (iii) the assignor  Lender  or
     Assignee  has  paid to the Agent a processing fee in the  amount  of
     $3,500.00; provided, that in the case of contemporaneous assignments
     by  a  Lender  to more than one fund managed by the same  investment
     advisor,  only  a single fee of $3,500.00 shall be payable  for  all
     such contemporaneous assignments.

          (b)   From  and  after  the date that the  Agent  notifies  the
     assignor Lender that it has received (and, if required, provided its
     consent  with respect to) an executed Assignment and Acceptance  and
     payment  of  the above-referenced processing fee, (i)  the  Assignee
     thereunder  shall be a party hereto and, to the extent  that  rights
     and   obligations  hereunder  (including  without   limitation   any
     obligations  under Section 10.11) have been assigned to it  pursuant
     to  such  Assignment  and  Acceptance, shall  have  the  rights  and
     obligations  of  a  Lender under the Loan Documents,  and  (ii)  the
     assignor  Lender  shall, to the extent that rights  and  obligations
     hereunder  and under the other Loan Documents have been assigned  by
     it pursuant to such Assignment and Acceptance, relinquish its rights
     and be released from its obligations under the Loan Documents.

          (c)   Within five Business Days after its receipt of notice  by
     the Agent that it has received an executed Assignment and Acceptance
     and  payment of the processing fee, (and, if required, provided that
     it  consents  to  such  assignment  in  accordance  with  subsection
     11.08(a)),  the Company shall execute and deliver to the  Agent  new
     Notes evidencing such Assignee's assigned Loans and Commitment  and,
     if  the assignor Lender has retained a portion of its Loans and  its
     Commitment, replacement Notes in the principal amount of  the  Loans
     retained  by the assignor Lender (such Notes to be in exchange  for,
     but  not in payment of, the Notes held by such Lender).  Immediately
     upon  each  Assignee's making its processing fee payment  under  the
     Assignment  and  Acceptance, this Agreement shall be  deemed  to  be
     amended  to the extent, but only to the extent, necessary to reflect
     the  addition  of the Assignee and the resulting adjustment  of  the
     Commitments  arising  therefrom. The Commitment  allocated  to  each
     Assignee  shall reduce such Commitments of the assigning Lender  pro
     tanto.

          (d)   The  Agent  shall maintain a copy of each Assignment  and
     Acceptance delivered to it and a register for the recordation of the
     names  and  addresses  of the Lenders and the  Commitments  of,  and
     principal  amount of the Loans owing to, each Lender  from  time  to
     time.   The  entries  in such register shall be conclusive,  in  the
     absence  of  manifest  error, and the Company,  the  Agent  and  the
     Lenders  shall  treat  each person whose name is  recorded  in  such
     register  as  the  owner of the Commitments and the  Loans  recorded
     therein  for all purposes of this Agreement.  The register shall  be
     available  for  inspection  by the Company,  any  Lender  and  their
     representatives, at any reasonable time and from time to  time  upon
     reasonable prior notice.

          (e)   Any Lender may at any time sell to one or more commercial
     banks   or   other  Persons  not  Affiliates  of  the   Company   (a
     "Participant") participating interests in any Loans, the  Commitment
     of  that  Lender  and  the  other  interests  of  that  Lender  (the
     "Originating Lender") hereunder and under the other Loan  Documents;
     provided,  however,  that (i) the originating  Lender's  obligations
     under  this  Agreement shall remain unchanged, (ii) the  originating
     Lender  shall remain solely responsible for the performance of  such
     obligations,  (iii)  the Company, each Issuer and  the  Agent  shall
     continue to deal solely and directly with the originating Lender  in
     connection  with  the  originating Lender's rights  and  obligations
     under  this  Agreement  and the other Loan Documents,  and  (iv)  no
     Lender  shall  transfer  or grant any participating  interest  under
     which the Participant has rights to approve any amendment to, or any
     consent or waiver with respect to, this Agreement or any other  Loan
     Document,  except  to the extent such amendment, consent  or  waiver
     would  require  unanimous  consent of the Lenders  as  described  in
     clause (a) (but only in respect of any increase of any Commitment of
     any  Originating Lender), (b) or (c) of the first proviso to Section
     11.01. In the case of any such participation, the Participant  shall
     be  entitled  to  the benefit of Sections 4.01, 4.03  and  11.05  as
     though  it  were also a Lender hereunder, and if amounts outstanding
     under this Agreement are due and unpaid, or shall have been declared
     or shall have become due and payable upon the occurrence of an Event
     of  Default, each Participant shall be deemed to have the  right  of
     set-off  in  respect of its participating interest in amounts  owing
     under  this  Agreement to the same extent as if the  amount  of  its
     participating interest were owing directly to it as a  Lender  under
     this Agreement.

          (f)  Notwithstanding any other provision in this Agreement, (i)
     any Lender may at any time create a security interest in, or pledge,
     all  or  any  portion  of  its rights under  and  interest  in  this
     Agreement  and the Notes held by it in favor of any Federal  Reserve
     Bank  in  accordance with Regulation A of the FRB or  U.S.  Treasury
     Regulation 31 CFR 203.14, and such Federal Reserve Bank may  enforce
     such  pledge  or  security interest in any  manner  permitted  under
     applicable  law and (ii) any Lender that is a fund that  invests  in
     bank  loans  may, without the consent of the Agent or  the  Company,
     pledge  all or any portion of its rights under and interest in  this
     Agreement  to any trustee or to any other representative of  holders
     of  obligations owed or securities issued by such fund  as  security
     for  such obligations or securities; provided, that any transfer  to
     any  Person upon the enforcement of such pledge or security interest
     may only be made subject to Section 11.08.

11.09      Confidentiality.  Each Lender agrees to take and to cause  its
Affiliates  to  take normal and reasonable precautions and  exercise  due
care to maintain the confidentiality of all information provided to it by
the  Company or any Subsidiary, or by the Agent on the Company's or  such
Subsidiary's behalf, under this Agreement or any other Loan Document, and
neither it nor any of its Affiliates shall use any such information other
than in connection with or in enforcement of this Agreement and the other
Loan  Documents  or in connection with other business  now  or  hereafter
existing  or contemplated with the Company or any Subsidiary;  except  to
the extent such information (i) was or becomes generally available to the
public  other  than  as  a result of disclosure  by  the  Lender  or  its
Affiliates, or (ii) was or becomes available on a  non-confidential basis
from  a  source other than the Company, provided that such source is  not
bound  by  a  confidentiality agreement with the  Company  known  to  the
Lender;  provided, however, that any Lender may disclose such information
(A)  at  the  request or pursuant to any requirement of any  Governmental
Authority  to  which  the  Lender is subject or  in  connection  with  an
examination  of  such  Lender  by any such  authority;  (B)  pursuant  to
subpoena or other court process; (C) when required to do so in accordance
with  the  provisions of any applicable Requirement of Law;  (D)  to  the
extent   reasonably  required  in  connection  with  any  litigation   or
proceeding  to which the Agent, any Lender or their respective Affiliates
may  be  party; (E) to the extent reasonably required in connection  with
the  exercise  of any remedy hereunder or under any other Loan  Document;
(F)   to  such  Lender's  independent  auditors  and  other  professional
advisors;  (G)  to  any  Participant or Assignee,  actual  or  potential,
provided  that  such  Person agrees in writing to keep  such  information
confidential to the same extent required of the Lenders hereunder; (H) as
to any Lender or its Affiliate, as expressly permitted under the terms of
any  other  document or agreement regarding confidentiality to which  the
Company or any Subsidiary is party or is deemed party with such Lender or
such   Affiliate;  (I)  to  its  Affiliates;  and  (J)  to  the  National
Association of Insurance Commissioners or any similar organization or any
nationally  recognized rating agency that requires access to  information
about  such  Lender's  investment portfolio in  connection  with  ratings
issued with respect to such Lender.

11.10     Set-off.  In addition to any rights and remedies of the Lenders
provided  by  law, if an Event of Default exists or the Loans  have  been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Company, any such notice being waived by  the
Company to the fullest extent permitted by law, to set off and apply  any
and  all  deposits  (general or special, time or demand,  provisional  or
final) at any time held by, and other indebtedness at any time owing  by,
such  Lender  to or for the credit or the account of the Company  against
any  and all Obligations owing to such Lender, now or hereafter existing,
irrespective of whether or not the Agent or such Lender shall  have  made
demand  under  this  Agreement or any Loan  Document  and  although  such
Obligations may be contingent or unmatured.  Each Lender agrees  promptly
to  notify  the  Company  and  the  Agent  after  any  such  set-off  and
application made by such Lender; provided, however, that the  failure  to
give  such  notice  shall not affect the validity  of  such  set-off  and
application.

11.11     Automatic Debits of Fees.  With respect to any commitment  fee,
arrangement fee, letter of credit fee or other fee, or any other cost  or
expense  (including Attorney Costs) due and payable  to  the  Agent,  any
Issuer,  BofA or under the Loan Documents, the Company hereby irrevocably
authorizes BofA to debit any deposit account of the Company with BofA  in
an  amount  such that the aggregate amount debited from all such  deposit
accounts  does  not  exceed such fee or other cost or expense;  provided,
that  so long as no Event of Default has occurred and is continuing, BofA
has given notice to the Company thereof not later than 9:00 a.m. (Central
time) on the date of such debit.  If there are insufficient funds in such
deposit  accounts to cover the amount of the fee or other cost or expense
then  due,  such debits will be reversed so as not to create an overdraft
(in  whole  or  in part, in BofA's sole discretion) and such  amount  not
debited  shall be deemed to be unpaid.  No such debit under this  Section
shall be deemed a set-off.

11.12      Notification of Addresses, Lending Offices, Etc.  Each  Lender
shall  notify the Agent in writing of any changes in the address to which
notices  to  the Lender should be directed, of addresses of  any  Lending
Office, of payment instructions in respect of all payments to be made  to
it  hereunder and of such other administrative information as  the  Agent
shall reasonably request.

11.13     Counterparts.  This Agreement may be executed in any number  of
separate  counterparts, each of which, when so executed, shall be  deemed
an  original, and all of said counterparts taken together shall be deemed
to constitute but one and the same instrument.

11.14      Severability.   The  illegality  or  unenforceability  of  any
provision  of  this  Agreement or any instrument  or  agreement  required
hereunder  shall  not  in  any  way affect  or  impair  the  legality  or
enforceability  of  the  remaining provisions of this  Agreement  or  any
instrument or agreement required hereunder.

11.15     No Third Parties Benefited.  This Agreement is made and entered
into  for  the  sole  protection and legal benefit of  the  Company,  the
Lenders,  the  Agent and the Agent-Related Persons, and  their  permitted
successors and assigns, and no other Person shall be a direct or indirect
legal  beneficiary of, or have any direct or indirect cause of action  or
claim  in  connection  with, this Agreement or  any  of  the  other  Loan
Documents.

11.16     Governing Law and Arbitration.

          (a)   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY,  AND
     CONSTRUED  IN  ACCORDANCE WITH, THE LAW OF  THE  STATE  OF  OKLAHOMA
     (WITHOUT  REGARD TO PRINCIPLES OF CONFLICTS OF LAW OF  THAT  STATE);
     PROVIDED HOWEVER ANY ISSUE OR ISSUES RELATING TO THE AMOUNT OR  RATE
     OF  INTEREST  THAT MAY BE LAWFULLY CONTRACTED FOR,  CHARGED,  TAKEN,
     RESERVED,  OR  RECEIVED HEREUNDER OR UNDER ANY  OF  THE  OTHER  LOAN
     DOCUMENTS  SHALL  BE GOVERNED AND CONSTRUED IN ACCORDANCE  WITH  THE
     LAWS   OF   THE  STATE  OF  OKLAHOMA;  PROVIDED  FURTHER  THAT   THE
     ADMINISTRATIVE  AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS  ARISING
     UNDER FEDERAL LAW.

          (b)   ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN  OR  AMONG
     THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF
     OR   RELATING  TO  THIS  AGREEMENT,  OR  ANY  RELATED  AGREEMENT  OR
     INSTRUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED
     TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE  WITH
     THE  FEDERAL  ARBITRATION ACT (OR IF NOT APPLICABLE, THE  APPLICABLE
     STATE  LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION
     OF  COMMERCIAL  DISPUTES  OF  J.A.M.S./ENDISPUTE  OR  ANY  SUCCESSOR
     THEREOF  ("J.A.M.S.") AND THE "SPECIAL RULES" SET FORTH  BELOW.   IN
     THE  EVENT  OF  ANY INCONSISTENCY, THE SPECIAL RULES SHALL  CONTROL.
     JUDGMENT  UPON  ANY ARBITRATION AWARD MAY BE ENTERED  IN  ANY  COURT
     HAVING  JURISDICTION.   ANY PARTY TO THIS  AGREEMENT  MAY  BRING  AN
     ACTION,  INCLUDING  A  SUMMARY OR EXPEDITED  PROCEEDING,  TO  COMPEL
     ARBITRATION  OF  ANY  CONTROVERSY OR CLAIM TO WHICH  THIS  AGREEMENT
     APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

          SPECIAL  RULES.   THE  ARBITRATION SHALL BE  CONDUCTED  IN  THE
     COUNTY  OF OKLAHOMA, OKLAHOMA AND ADMINISTERED BY J.A.M.S  WHO  WILL
     APPOINT  AN  ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY  PRECLUDED
     FROM  ADMINISTERING  THE ARBITRATION, THEN THE AMERICAN  ARBITRATION
     ASSOCIATION WILL SERVE.  ALL ARBITRATION HEARINGS WILL BE  COMMENCED
     WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER THE ARBITRATOR
     SHALL  ONLY,  UPON A SHOWING OF CAUSE, BE PERMITTED  TO  EXTENT  THE
     COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

          RESERVATION  OF RIGHTS.  NOTHING IN THIS ARBITRATION  PROVISION
     SHALL  BE  DEEMED  TO (I) LIMIT THE APPLICABILITY OF  ANY  OTHERWISE
     APPLICABLE  STATUTES  OF  LIMITATIONS  OR  REPOSE  AND  ANY  WAIVERS
     CONTAINED  IN THIS INSTRUMENT, AGREEMENT OR DOCUMENT; OR (II)  BE  A
     WAIVER  BY  ANY LENDER OR THE AGENT, OF THE PROTECTION  AFFORDED  TO
     THEM BY 12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW;
     OR  (III) LIMIT THE RIGHT OF ANY LENDER OR THE AGENT HERETO  (A)  TO
     EXERCISE  SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF  OR
     (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTIES COLLATERAL,
     OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
     AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE
     APPOINTMENT  OF  A RECEIVER, THE AGENT MAY EXERCISE SUCH  SELF  HELP
     RIGHTS,  FORECLOSE UPON SUCH PROPERTY OR OBTAIN SUCH PROVISIONAL  OR
     ANCILLARY  REMEDIES  BEFORE, DURING OR AFTER  THE  PENDENCY  OF  ANY
     ARBITRATION   PROCEEDING  BROUGHT  PURSUANT  TO   THIS   INSTRUMENT,
     AGREEMENT OR DOCUMENT.  NEITHER THIS EXERCISE OF SELF HELP  REMEDIES
     NOR  THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE  OR
     PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER  OF  THE
     RIGHT  OF  ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION,  TO
     ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING  RESORT
     TO SUCH REMEDIES.

          IN  THE  EVENT THAT THE FOREGOING ARBITRATION PROVISION IS  NOT
     UPHELD  FOR ANY REASON AND THE PARTIES RESORT TO A COURT OF  LAW  TO
     SETTLE  THEIR DISPUTE, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
     WAIVES  ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND OR CAUSE  OF
     ACTION ARISING UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, OR
     IN  ANY  WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
     OF  THE  PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR  THE  LOAN
     DOCUMENTS,  OR  THE TRANSACTIONS RELATED HERETO OR THERETO,  WHETHER
     NOW  EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT
     OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
     ANY  SUCH CLAIM, DEMAND OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
     TRIAL  WITHOUT  A  JURY, AND THAT ANY PARTY  MAY  FILE  AN  ORIGINAL
     COUNTERPART  OR  COPY OF THIS AGREEMENT WITH ANY  COURT  AS  WRITTEN
     EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
     RIGHT TO TRIAL BY JURY.

11.17     Entire Agreement.  This Agreement, together with the other Loan
Documents,  embodies  the  entire agreement and understanding  among  the
Company,  the  Lenders  and  the  Agent,  and  supersedes  all  prior  or
contemporaneous agreements and understandings of such Persons, verbal  or
written, relating to the subject matter hereof and thereof.

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

                              HAROLD'S STORES, INC.,
                              an Oklahoma corporation

                              By:
                              Name:
                              Title:


                              BANK OF AMERICA, N.A.,
                              a  national  banking  association  formerly
                              NationsBank, N.A. as Agent

                              By:
                              Name:
                              Title:


                              BANK OF AMERICA, N.A.,
                              a  national  banking  association  formerly
                              NationsBank, N.A., as a Lender and as Swing
                              Line Lender

                              By:
                              Name:
                              Title:


                              Schedule 2.01

Term Loan Commitment

Bank of America, N.A.                                  $

                                                  $

                                                  $



Revolving Loan Commitment

Bank of America, N.A.                                  $

                                                  $

                                                  $