<PAGE>

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

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                                  $160,000,000

                                CREDIT AGREEMENT

                         DATED AS OF DECEMBER 22, 2004,

                                      AMONG

                            SFBC INTERNATIONAL, INC.,
                                  AS BORROWER,

                          THE GUARANTORS PARTY HERETO,
                            AS SUBSIDIARY GUARANTORS,

                            THE LENDERS PARTY HERETO
                                       AND
                               UBS SECURITIES LLC,
                           AS ARRANGER AND BOOKRUNNER,

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                              AS SYNDICATION AGENT,

                                 SOVEREIGN BANK,
                             AS DOCUMENTATION AGENT,

                                       AND

                            UBS AG, STAMFORD BRANCH,
           AS ISSUING BANK, ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

                                       AND

                              UBS LOAN FINANCE LLC,
                               AS SWINGLINE LENDER

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                                      Page
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<S>         <C>                                                                                                              <C>
                                                            ARTICLE I

                                                           DEFINITIONS

1.01        Defined Terms...................................................................................................   2
1.02        Classification of Loans and Borrowings..........................................................................  33
1.03        Terms Generally.................................................................................................  33
1.04        Accounting Terms; GAAP..........................................................................................  33
1.05        Resolution of Drafting Ambiguities..............................................................................  33

                                                           ARTICLE II

                                                           THE CREDITS

2.01        Commitments.....................................................................................................  33
2.02        Loans...........................................................................................................  34
2.03        Borrowing Procedure.............................................................................................  35
2.04        Evidence of Debt; Repayment of Loans............................................................................  36
2.05        Fees............................................................................................................  36
2.06        Interest on Loans...............................................................................................  37
2.07        Termination and Reduction of Commitments........................................................................  38
2.08        Interest Elections..............................................................................................  39
2.09        Amortization of Term Borrowings.................................................................................  40
2.10        Optional and Mandatory Prepayments of Loans.....................................................................  40
2.11        Alternate Rate of Interest......................................................................................  43
2.12        Yield Protection................................................................................................  43
2.13        Breakage Payments...............................................................................................  45
2.14        Payments Generally; Pro Rata Treatment; Sharing of Setoffs......................................................  45
2.15        Taxes...........................................................................................................  47
2.16        Mitigation Obligations; Replacement of Lenders..................................................................  48
2.17        Swingline Loans.................................................................................................  49
2.18        Letters of Credit...............................................................................................  51

                                                           ARTICLE III

                                                 REPRESENTATIONS AND WARRANTIES

3.01        Organization; Powers............................................................................................  56
3.02        Authorization; Enforceability...................................................................................  56
3.03        No Conflicts....................................................................................................  57
3.04        Financial Statements; Projections...............................................................................  57
3.05        Properties......................................................................................................  58
3.06        Intellectual Property...........................................................................................  59
3.07        Equity Interests and Subsidiaries...............................................................................  59
</TABLE>

                                      -i-
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<TABLE>
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Section                                                                                                                      Page
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<S>         <C>                                                                                                              <C>
3.08        Litigation; Compliance with Laws................................................................................  60
3.09        Agreements......................................................................................................  60
3.10        Federal Reserve Regulations.....................................................................................  60
3.11        Investment Company Act; Public Utility Holding Company Act......................................................  60
3.12        Use of Proceeds.................................................................................................  60
3.13        Taxes...........................................................................................................  61
3.14        No Material Misstatements.......................................................................................  61
3.15        Labor Matters...................................................................................................  61
3.16        Solvency........................................................................................................  61
3.17        Employee Benefit Plans..........................................................................................  62
3.18        Environmental Matters...........................................................................................  62
3.19        Insurance.......................................................................................................  64
3.20        Security Documents..............................................................................................  64
3.21        Acquisition Documents; Representations and Warranties in Acquisition Agreement..................................  65
3.22        Anti-Terrorism Law..............................................................................................  65

                                                           ARTICLE IV

                                                CONDITIONS TO CREDIT EXTENSIONS

4.01        Conditions to Initial Credit Extension..........................................................................  66
4.02        Conditions to All Credit Extensions.............................................................................  71

                                                           ARTICLE V

                                                     AFFIRMATIVE COVENANTS

5.01        Financial Statements, Reports, etc..............................................................................  72
5.02        Litigation and Other Notices....................................................................................  75
5.03        Existence; Businesses and Properties............................................................................  75
5.04        Insurance.......................................................................................................  76
5.05        Obligations and Taxes...........................................................................................  77
5.06        Employee Benefits...............................................................................................  77
5.07        Maintaining Records; Access to Properties and Inspections; Annual Meetings......................................  78
5.08        Use of Proceeds.................................................................................................  78
5.09        Compliance with Environmental Laws; Environmental Reports.......................................................  78
5.10        Interest Rate Protection........................................................................................  79
5.11        Additional Collateral; Additional Guarantors....................................................................  79
5.12        Security Interests; Further Assurances..........................................................................  80
5.13        Information Regarding Collateral................................................................................  81
5.14        Affirmative Covenants with Respect to Leases....................................................................  81

                                                           ARTICLE VI

                                                       NEGATIVE COVENANTS

6.01        Indebtedness....................................................................................................  82
6.02        Liens...........................................................................................................  83
6.03        Sale and Leaseback Transactions.................................................................................  85
6.04        Investment, Loan and Advances...................................................................................  85
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
Section                                                                                                                      Page
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<S>         <C>                                                                                                              <C>
6.05        Mergers and Consolidations......................................................................................  86
6.06        Asset Sales.....................................................................................................  87
6.07        Acquisitions....................................................................................................  88
6.08        Dividends.......................................................................................................  88
6.09        Transactions with Affiliates....................................................................................  89
6.10        Financial Covenants.............................................................................................  89
6.11        Modifications of Organizational Documents and Other Documents, etc..............................................  91
6.12        Limitation on Certain Restrictions on Subsidiaries..............................................................  91
6.13        Limitation on Issuance of Capital Stock.........................................................................  92
6.14        Limitation on Creation of Subsidiaries..........................................................................  92
6.15        Business........................................................................................................  92
6.16        Limitation on Accounting Changes................................................................................  92
6.17        Fiscal Year.....................................................................................................  92
6.18        Lease Obligations...............................................................................................  93
6.19        No Further Negative Pledge......................................................................................  93
6.20        Anti-Terrorism Law; Anti-Money Laundering.......................................................................  93
6.21        Embargoed Person................................................................................................  93
6.22        Post-Closing Requirements.......................................................................................  94

                                                          ARTICLE VII

                                                           GUARANTEE

7.01        The Guarantee...................................................................................................  94
7.02        Obligations Unconditional.......................................................................................  94
7.03        Reinstatement...................................................................................................  95
7.04        Subrogation; Subordination......................................................................................  96
7.05        Remedies........................................................................................................  96
7.06        Instrument for the Payment of Money.............................................................................  96
7.07        Continuing Guarantee............................................................................................  96
7.08        General Limitation on Guarantee Obligations.....................................................................  96
7.09        Release of Guarantors...........................................................................................  96

                                                          ARTICLE VIII

                                                       EVENTS OF DEFAULT

8.01        Events of Default...............................................................................................  97
8.02        Rescission.....................................................................................................   99
8.03        Application of Proceeds........................................................................................  100

                                                           ARTICLE IX

                                       THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

9.01        Appointment and Authority......................................................................................  100
9.02        Rights as a Lender.............................................................................................  101
9.03        Exculpatory Provisions.........................................................................................  101
9.04        Reliance by Agent..............................................................................................  102
9.05        Delegation of Duties...........................................................................................  102
</TABLE>

                                     -iii-
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<CAPTION>
Section                                                                                                                      Page
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<S>         <C>                                                                                                              <C>
9.06        Resignation of Agent...........................................................................................  102
9.07        Non-Reliance on Agent and Other Lenders........................................................................  103
9.08        No Other Duties, etc...........................................................................................  103

                                                           ARTICLE X

                                                         MISCELLANEOUS

10.01       Notices........................................................................................................  103
10.02       Waivers; Amendment.............................................................................................  106
10.03       Expenses; Indemnity; Damage Waiver.............................................................................  108
10.04       Successors and Assigns.........................................................................................  110
10.05       Survival of Agreement..........................................................................................  112
10.06       Counterparts; Integration; Effectiveness; Electronic Execution.................................................  113
10.07       Severability...................................................................................................  113
10.08       Right of Setoff................................................................................................  113
10.09       Governing Law; Jurisdiction; Consent to Service of Process.....................................................  114
10.10       Waiver of Jury Trial...........................................................................................  114
10.11       Headings.......................................................................................................  114
10.12       Treatment of Certain Information; Confidentiality..............................................................  114
10.13       USA PATRIOT Act Notice.........................................................................................  115
10.14       Interest Rate Limitation.......................................................................................  115
10.15       Lender Addendum................................................................................................  116
</TABLE>

                                      -iv-
<PAGE>



ANNEXES

Annex I                         Applicable Margin
Annex II                        Amortization Table

SCHEDULES

Schedule 1.01(a)                Refinancing Indebtedness to Be Repaid
Schedule 1.01(b)                Subsidiary Guarantors
Schedule 3.03                   Governmental Approvals; Compliance with Laws
Schedule 3.09                   Material Agreements
Schedule 3.13                   Tax Matters
Schedule 3.19                   Insurance
Schedule 3.21                   Acquisition Documents
Schedule 4.01(j)                Local Counsel
Schedule 4.01(q)(vi)            Landlord Access Agreements
Schedule 4.01(r)(iii)           Title Insurance Amounts
Schedule 6.01(b)                Existing Indebtedness
Schedule 6.04(b)                Existing Investments
Schedule 6.15                   Business

EXHIBITS

Exhibit A                       Form of Administrative Questionnaire
Exhibit B                       Form of Assignment and Assumption
Exhibit C                       Form of Borrowing Request
Exhibit D                       Form of Compliance Certificate
Exhibit E                       Form of Interest Election Request
Exhibit F                       Form of Joinder Agreement
Exhibit G                       Form of Landlord Access Agreement
Exhibit H                       Form of LC Request
Exhibit I                       Form of Lender Addendum
Exhibit J                       Form of Mortgage
Exhibit K-1                     Form of Term Note
Exhibit K-2                     Form of Revolving Note
Exhibit K-3                     Form of Swingline Note
Exhibit L-1                     Form of Perfection Certificate
Exhibit L-2                     Form of Perfection Certificate Supplement
Exhibit M                       Form of Security Agreement
Exhibit N-1                     Form of Opinion of Company Counsel
Exhibit N-2                     Form of Opinion of Local Counsel
Exhibit O                       Form of Solvency Certificate
Exhibit P                       Form of Intercompany Note
Exhibit Q                       Form of Non-Bank Certificate

                                      -v-
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT (this "AGREEMENT") dated as of December 22, 2004,
among SFBC INTERNATIONAL, INC., a Delaware corporation ("BORROWER"), the
Subsidiary Guarantors (such term and each other capitalized term used but not
defined herein having the meaning given to it in Article I), the Lenders, UBS
SECURITIES LLC, as lead arranger (in such capacity, "ARRANGER"), SOVEREIGN BANK,
as documentation agent (in such capacity, "DOCUMENTATION AGENT"), GENERAL
ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity,
"SYNDICATION AGENT"), UBS LOAN FINANCE LLC, as swingline lender (in such
capacity, "SWINGLINE LENDER"), and UBS AG, STAMFORD BRANCH, as issuing bank (in
such capacity, "ISSUING BANK"), as administrative agent (in such capacity,
"ADMINISTRATIVE AGENT") for the Lenders and as collateral agent (in such
capacity, "COLLATERAL AGENT") for the Secured Parties and the Issuing Bank.

                              W I T N E S S E T H:

            WHEREAS, the Borrower has entered into an Agreement and Plan of
Merger, dated as of November 2, 2004 (as amended, supplemented or otherwise
modified from time to time in accordance with the provisions hereof and thereof,
the "ACQUISITION AGREEMENT"), with PharmaNet, Inc., a Delaware corporation (the
"ACQUIRED BUSINESS") and SFBC Sub 2004, Inc., a Delaware corporation and a
direct, wholly-owned subsidiary of the Borrower ("MERGER SUB"), to acquire (the
"ACQUISITION") all the outstanding Equity Interests of the Acquired Business.

            WHEREAS, the Acquisition will be effected by a merger (the "MERGER")
of Merger Sub with and into the Acquired Business, with the Acquired Business
surviving the Merger.

            WHEREAS, the Equity Financing shall be consummated simultaneously
herewith.

            WHEREAS, Borrower has requested the Lenders to extend credit in the
form of (a) Term Loans on the Closing Date, in an aggregate principal amount not
in excess of $120.0 million, and (b) Revolving Loans at any time and from time
to time prior to the Revolving Maturity Date, in an aggregate principal amount
at any time outstanding not in excess of $40.0 million, of which no more than
$8.7 million may be drawn on the Closing Date.

            WHEREAS, Borrower has requested the Swingline Lender to make
Swingline Loans, at any time and from time to time prior to the Revolving
Maturity Date, in an aggregate principal amount at any time outstanding not in
excess of $2.5 million.

            WHEREAS, Borrower has requested the Issuing Bank to issue letters of
credit, in an aggregate face amount at any time outstanding not in excess of
$5.0 million, to support payment obligations incurred in the ordinary course of
business by Borrower and its Subsidiaries.

            WHEREAS, the proceeds of the Loans are to be used in accordance with
Section 3.12.

            NOW, THEREFORE, the Lenders are willing to extend such credit to
Borrower and the Issuing Bank is willing to issue letters of credit for the
account of Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

<PAGE>

                                   ARTICLE I

                                   DEFINITIONS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings specified below:

            "ABR", when used in reference to any Loan or Borrowing, is used when
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

            "ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

            "ABR LOAN" shall mean any ABR Term Loan or ABR Revolving Loan.

            "ABR REVOLVING LOAN" shall mean any Revolving Loan bearing interest
at a rate determined by reference to the Alternate Base Rate in accordance with
the provisions of Article II.

            "ABR TERM LOAN" shall mean any Term Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

            "ACQUIRED BUSINESS" shall have the meaning assigned to such term in
the first recital hereto.

            "ACQUISITION" shall have the meaning assigned to such term in the
first recital hereto.

            "ACQUISITION AGREEMENT" shall have the meaning assigned to such term
in the first recital hereto.

            "ACQUISITION CONSIDERATION" shall mean the purchase consideration
for any Permitted Acquisition and all other payments by Borrower or any of its
Subsidiaries in exchange for, or as part of, or in connection with, any
Permitted Acquisition, whether paid in cash or by exchange of Equity Interests
or of properties or otherwise and whether payable at or prior to the
consummation of such Permitted Acquisition or deferred for payment at any future
time, whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing the purchase price
and any assumptions of Indebtedness, "earn-outs" and other agreements to make
any payment the amount of which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income, cash flow or profits
(or the like) of any person or business; provided that any such future payment
that is subject to a contingency shall be considered Acquisition Consideration
only to the extent of the reserve, if any, required under GAAP at the time of
such sale to be established in respect thereof by Borrower or any of its
Subsidiaries.

            "ACQUISITION DOCUMENTS" shall mean the collective reference to the
Acquisition Agreement and the other documents listed on Schedule 3.21.

            "ADJUSTED LIBOR RATE" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, (a) an interest rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) determined by the
Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing
in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves
(if any) for such Eurodollar Borrowing for such Interest Period.

                                      -2-
<PAGE>

            "ADMINISTRATIVE AGENT" shall have the meaning assigned to such term
in the preamble hereto and includes each other person appointed as the successor
pursuant to Article X.

            "ADMINISTRATIVE AGENT FEE" shall have the meaning assigned to such
term in Section 2.05(b).

            "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in substantially the form of Exhibit A.

            "AFFILIATE" shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
person specified; provided, however, that, for purposes of Section 6.09, the
term "Affiliate" shall also include (i) any person that directly or indirectly
owns more than 10% of any class of Equity Interests of the person specified or
(ii) any person that is an executive officer or director of the person
specified.

            "AGENTS" shall mean the Administrative Agent and the Collateral
Agent; and "AGENT" shall mean any of them.

            "AGREEMENT" shall have the meaning assigned to such term in the
preamble hereto.

            "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
greater of (a) the Base Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%. If the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Base
Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Base Rate or the Federal Funds Effective Rate,
respectively.

            "ANTI-TERRORISM LAWS" shall have the meaning assigned to such term
in Section 3.22.

            "APPLICABLE FEE" shall mean, for any day, with respect to any
Commitment, the applicable percentage set forth in Annex I under the caption
"Applicable Fee".

            "APPLICABLE MARGIN" shall mean, for any day, with respect to any
Revolving Loan or Term Loan, as the case may be, the applicable percentage set
forth in Annex I under the appropriate caption.

            "APPLICABLE PERCENTAGE" shall mean, with respect to any Lender, the
percentage of the total Loans and Commitments represented by such Lender's Loans
and Commitments.

            "APPROVED FUND" shall mean any Fund that is administered or managed
by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.

            "ARRANGER" shall have the meaning assigned to such term in the
preamble hereto.

                                      -3-
<PAGE>

            "ASSET SALE" shall mean (a) any conveyance, sale, lease, sublease,
assignment, transfer or other disposition (including by way of merger or
consolidation and including any Sale and Leaseback Transaction) of any property
excluding sales of inventory and dispositions of cash equivalents, in each case,
in the ordinary course of business, by Borrower or any of its Subsidiaries and
(b) any issuance or sale of any Equity Interests of any Subsidiary of Borrower,
in each case, to any person other than (i) Borrower, (ii) any Subsidiary
Guarantor or (iii) other than for purposes of Section 6.06, any other
Subsidiary.

            "ASSIGNMENT AND ASSUMPTION" shall mean an assignment and assumption
entered into by a Lender and an Eligible Assignee (with the consent of any party
whose consent is required by Section 10.04(b)), and accepted by the
Administrative Agent, in substantially the form of Exhibit B, or any other form
approved by the Administrative Agent.

            "ATTRIBUTABLE INDEBTEDNESS" shall mean, when used with respect to
any Sale and Leaseback Transaction, as at the time of determination, the present
value (discounted at a rate equivalent to Borrower's then-current weighted
average cost of funds for borrowed money as at the time of determination,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in any such Sale
and Leaseback Transaction.

            "BAILEE LETTER" shall have the meaning assigned thereto in the
Security Agreement.

            "BASE RATE" shall mean, for any day, a rate per annum that is equal
to the corporate base rate of interest established by the Administrative Agent
from time to time; each change in the Base Rate shall be effective on the date
such change is effective. The corporate base rate is not necessarily the lowest
rate charged by the Administrative Agent to its customers.

            "BOARD" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "BOARD OF DIRECTORS" shall mean, with respect to any person, (i) in
the case of any corporation, the board of directors of such person, (ii) in the
case of any limited liability company, the board of managers of such person,
(iii) in the case of any partnership, the Board of Directors of the general
partner of such person and (iv) in any other case, the functional equivalent of
the foregoing.

            "BORROWER" shall have the meaning assigned to such term in the
preamble hereto.

            "BORROWING" shall mean (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Swingline Loan.

            "BORROWING REQUEST" shall mean a request by Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.

            "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day on which banks in New York City are authorized or required by law to
close; provided, however, that when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

                                      -4-
<PAGE>

            "CAPITAL EXPENDITURES" shall mean, for any period, without
duplication, the increase during that period in the gross property, plant or
equipment account in the consolidated balance sheet of Borrower and its
Subsidiaries, determined in accordance with GAAP, whether such increase is due
to purchase of properties for cash or financed by the incurrence of
Indebtedness, but excluding expenditures made in connection with the
replacement, substitution or restoration of property pursuant to Section
2.10(f).

            "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations
of such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "CASH EQUIVALENTS" shall mean, as to any person, (a) securities
issued, or directly, unconditionally and fully guaranteed or insured, by the
United States or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition by such
person; (b) time deposits and certificates of deposit of any Lender or any
commercial bank having, or which is the principal banking subsidiary of a bank
holding company organized under the laws of the United States, any state thereof
or the District of Columbia having, capital and surplus aggregating in excess of
$500.0 million and a rating of "A" (or such other similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act) with maturities of not more than
one year from the date of acquisition by such person; (c) repurchase obligations
with a term of not more than 30 days for underlying securities of the types
described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (b) above, which repurchase obligations are
secured by a valid perfected security interest in the underlying securities; (d)
commercial paper issued by any person incorporated in the United States rated at
least A-1 or the equivalent thereof by Standard & Poor's Rating Service or at
least P-1 or the equivalent thereof by Moody's Investors Service Inc., and in
each case maturing not more than one year after the date of acquisition by such
person; (e) investments in money market funds substantially all of whose assets
are comprised of securities of the types described in clauses (a) through (d)
above; and (f) demand deposit accounts maintained in the ordinary course of
business.

            "CASH INTEREST EXPENSE" shall mean, for any period, Consolidated
Interest Expense for such period, less the sum of (a) interest on any debt paid
by the increase in the principal amount of such debt including by issuance of
additional debt of such kind, (b) items described in clause (c) or, other than
to the extent paid in cash, clause (g) of the definition of "Consolidated
Interest Expense" and (c) gross interest income of Borrower and its Subsidiaries
for such period.

            "CASUALTY EVENT" shall mean any loss of title or any loss of or
damage to or destruction of, or any condemnation or other taking (including by
any Governmental Authority) of, any property of Borrower or any of its
Subsidiaries. "Casualty Event" shall include but not be limited to any taking of
all or any part of any Real Property of any person or any part thereof, in or by
condemnation or other eminent domain proceedings pursuant to any Requirement of
Law, or by reason of the temporary requisition of the use or occupancy of all or
any part of any Real Property of any person or any part thereof by any
Governmental Authority, civil or military, or any settlement in lieu thereof.

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq and all implementing regulations.

                                      -5-
<PAGE>

            A "CHANGE IN CONTROL" shall be deemed to have occurred if:

            (a) at any time a change of control occurs under the Senior Notes;

            (b) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner
      (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
      for purposes of this clause such person or group shall be deemed to have
      "beneficial ownership" of all securities that such person or group has the
      right to acquire, whether such right is exercisable immediately or only
      after the passage of time), directly or indirectly, of Voting Stock of
      Borrower representing more than 35% of the voting power of the total
      outstanding Voting Stock of Borrower; or

            (c) during any period of two consecutive years, individuals who at
      the beginning of such period constituted the Board of Directors of
      Borrower (together with any new directors whose election to such Board of
      Directors or whose nomination for election was approved by a vote of a
      majority of the members of the Board of Directors of Borrower, which
      members comprising such majority are then still in office and were either
      directors at the beginning of such period or whose election or nomination
      for election was previously so approved) cease for any reason to
      constitute a majority of the Board of Directors of Borrower.

            For purposes of this definition, a person shall not be deemed to
have beneficial ownership of Equity Interests subject to a stock purchase
agreement, merger agreement or similar agreement until the consummation of the
transactions contemplated by such agreement.

            "CHANGE IN LAW" shall mean the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking into effect of
any law, treaty, order, policy, rule or regulation, (b) any change in any law,
treaty, order, policy, rule or regulation or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.

            "CHARGES" shall have the meaning assigned to such term in Section
10.14.

            "CLASS," when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans or Swingline Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Commitment, Term Loan
Commitment or Swingline Commitment, in each case, under this Agreement, of which
such Loan, Borrowing or Commitment shall be a part.

            "CLOSING DATE" shall mean the date of the initial Credit Extension
hereunder.

            "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

            "COLLATERAL" shall mean, collectively, all of the Security Agreement
Collateral, the Mortgaged Property and all other property of whatever kind and
nature subject or purported to be subject from time to time to a Lien under any
Security Document.

            "COLLATERAL AGENT" shall have the meaning assigned to such term in
the preamble hereto.

                                      -6-
<PAGE>

            "COMMERCIAL LETTER OF CREDIT" shall mean any letter of credit or
similar instrument issued for the purpose of providing credit support in
connection with the purchase of materials, goods or services by Borrower or any
of its Subsidiaries in the ordinary course of their businesses.

            "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Commitment, Term Loan Commitment or Swingline Commitment.

            "COMMITMENT FEE" shall have the meaning assigned to such term in
Section 2.05.

            "COMPANIES" shall mean Borrower and its Subsidiaries; and "COMPANY"
shall mean any one of them.

            "COMPLIANCE CERTIFICATE" shall mean a certificate of a Financial
Officer substantially in the form of Exhibit D.

            "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean that certain
confidential information memorandum dated as of November, 2004.

            "CONSOLIDATED AMORTIZATION EXPENSE" shall mean, for any period, the
amortization expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

            "CONSOLIDATED CURRENT ASSETS" shall mean, as at any date of
determination, the total assets of Borrower and its Subsidiaries which may
properly be classified as current assets on a consolidated balance sheet of
Borrower and its Subsidiaries in accordance with GAAP, excluding cash and Cash
Equivalents.

            "CONSOLIDATED CURRENT LIABILITIES" shall mean, as at any date of
determination, the total liabilities of Borrower and its Subsidiaries which may
properly be classified as current liabilities (other than the current portion of
any Loans) on a consolidated balance sheet of Borrower and its Subsidiaries in
accordance with GAAP.

            "CONSOLIDATED DEPRECIATION EXPENSE" shall mean, for any period, the
depreciation expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

            "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated Net
Income for such period, adjusted by (x) adding thereto, in each case only to the
extent (and in the same proportion) deducted in determining such Consolidated
Net Income (and with respect to the portion of Consolidated Net Income
attributable to any Subsidiary of Borrower only if a corresponding amount would
be permitted at the date of determination to be distributed to Borrower by such
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its Organizational Documents and all agreements, instruments and
Requirements of Law applicable to such Subsidiary or its equityholders):

            (a) Consolidated Interest Expense for such period,

            (b) Consolidated Amortization Expense for such period,

            (c) Consolidated Depreciation Expense for such period,

                                      -7-
<PAGE>

            (d) Consolidated Tax Expense for such period, and

            (e) the aggregate amount of all other non-cash charges reducing
      Consolidated Net Income (excluding any non-cash charge that results in an
      accrual of a reserve for cash charges in any future period) for such
      period, and

(y) subtracting therefrom the aggregate amount of all non-cash items increasing
Consolidated Net Income (other than the accrual of revenue or recording of
receivables in the ordinary course of business) for such period.

            Other than for purposes of calculating Excess Cash Flow,
Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to
the Acquisition, any Permitted Acquisition and Asset Sales (other than any
dispositions in the ordinary course of business) consummated at any time on or
after the first day of the Test Period thereof as if the Acquisition and each
such Permitted Acquisition had been effected on the first day of such period and
as if each such Asset Sale had been consummated on the day prior to the first
day of such period; provided that, for the purpose of determining Consolidated
EBITDA for any period of four fiscal quarters including the quarters ending June
30, 2004 and September 30, 2004, Consolidated EBITDA shall be deemed to be (i)
$14.6 million, for the quarter ending June 30, 2004, and (ii) $14.2 million, for
the quarter ending September 30, 2004.

            "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, for any Test
Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b)
Consolidated Fixed Charges for such Test Period.

            "CONSOLIDATED FIXED CHARGES" shall mean, for any period, the sum,
without duplication, of

            (a) Consolidated Interest Expense for such period;

            (b) the aggregate amount of Capital Expenditures for such period;

            (c) all cash payments in respect of income taxes made during such
      period (net of any cash refund in respect of income taxes actually
      received during such period);

            (d) the principal amount of all scheduled amortization payments on
      all Indebtedness (including the principal component of all Capital Lease
      Obligations, but excluding such amortization payments on Indebtedness
      incurred to finance Capital Expenditures included in clause (b) above in
      such period or any prior period) of Borrower and its Subsidiaries for such
      period (as determined on the first day of the respective period);

            (e) the product of (i) all cash dividend payments on any series of
      Disqualified Capital Stock of Borrower or any of its Subsidiaries (other
      than dividend payments to Borrower or any of its Subsidiaries) multiplied
      by (ii) a fraction, the numerator of which is one and the denominator of
      which is one minus the then current combined federal, state and local
      statutory tax rate of Borrower and its Subsidiaries, expressed as a
      decimal;

            (f) the product of (i) all cash dividend payments on any Preferred
      Stock (other than Disqualified Capital Stock) of Borrower or any of its
      Subsidiaries (other than dividend payments to any Subsidiary of the
      Borrower) multiplied by (ii) a fraction, the numerator of which is one

                                      -8-
<PAGE>

      and the denominator of which is one minus the then current combined
      federal, state and local statutory tax rate of Borrower and its
      Subsidiaries, expressed as a decimal; and

            (g) the aggregate amount of all earnout payments made in connection
      with the acquisition of NDS and Clinical Pharmacology pursuant to
      contractual arrangements entered into with the respective sellers as part
      of the consideration given to such sellers for such acquistions where the
      amounts of such payments are based upon, and are dependent upon, the
      businesses acquired pursuant to such acquisitions achieving meaningful
      revenue, earnings or other performance target levels agreed upon in good
      faith by Borrower and such sellers;

provided that, for the purposes of determining the Consolidated Fixed Charge
Coverage Ratio for the fiscal quarters ending March 31, 2005, June 30, 2005 and
September 30, 2005, Consolidated Fixed Charges for the relevant period shall be
deemed to equal Consolidated Fixed Charges for such fiscal quarter (and, in the
case of the latter two such determinations, each previous fiscal quarter
commencing after December 31, 2004) multiplied by 4, 2 and 4/3, respectively.

            "CONSOLIDATED FUNDED INDEBTEDNESS" shall mean, all Indebtedness
(excluding Indebtedness described in clause (k) in the definition of
"Indebtedness") of Borrower and its Subsidiaries that matures more than one year
from the date of its creation or matures within one year from such date but is
renewable or extendible, at the option of Borrower and its Subsidiaries, to a
date more than one year from such date or arises under a revolving credit or
similar agreement that obligates the lender or lenders to extend credit during a
period of more than one year from such date, including all current maturities
and current sinking fund payments in respect of such Indebtedness whether or not
required to be paid within one year from the date of its creation and, in the
case of Borrower, Indebtedness in respect of the Loans.

            "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of
determination, the aggregate amount of all Indebtedness and all LC Exposure of
Borrower and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP.

            "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any Test
Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y)
Consolidated Interest Expense for such Test Period.

            "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the
total consolidated interest expense of Borrower and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP plus, without
duplication:

            (a) imputed interest on Capital Lease Obligations and Attributable
      Indebtedness of Borrower and its Subsidiaries for such period;

            (b) commissions, discounts and other fees and charges owed by
      Borrower or any of its Subsidiaries with respect to letters of credit
      securing financial obligations, bankers' acceptance financing and
      receivables financings for such period;

            (c) amortization of debt issuance costs, debt discount or premium
      and other financing fees and expenses incurred by Borrower or any of its
      Subsidiaries for such period;

            (d) cash contributions to any employee stock ownership plan or
      similar trust made by Borrower or any of its Subsidiaries to the extent
      such contributions are used by such plan or

                                      -9-
<PAGE>

      trust to pay interest or fees to any person (other than Borrower or a
      Wholly Owned Subsidiary) in connection with Indebtedness incurred by such
      plan or trust for such period;

            (e) all interest paid or payable with respect to discontinued
      operations of Borrower or any of its Subsidiaries for such period;

            (f) the interest portion of any deferred payment obligations of
      Borrower or any of its Subsidiaries for such period; and

            (g) all interest on any Indebtedness of Borrower or any of its
      Subsidiaries of the type described in clause (f) or (k) of the definition
      of "Indebtedness" for such period;

provided that, for the purposes of determining the Consolidated Interest
Coverage Ratio for the fiscal quarters ending March 31, 2005, June 30, 2005 and
September 30, 2005, Consolidated Interest Expense for the relevant period shall
be deemed to equal Consolidated Interest Expense for such fiscal quarter (and,
in the case of the latter two such determinations, each previous fiscal quarter
commencing after December 31, 2004) multiplied by 4, 2 and 4/3, respectively.

            Consolidated Interest Expense shall be calculated on a Pro Forma
Basis to give effect to any Indebtedness incurred, assumed or permanently repaid
or extinguished during the relevant Test Period in connection with the
Acquisition, any Permitted Acquisitions and Asset Sales (other than any
dispositions in the ordinary course of business) as if such incurrence,
assumption, repayment or extinguishing had been effected on the first day of
such period.

            "CONSOLIDATED NET INCOME" shall mean, for any period, the
consolidated net income (or loss) of Borrower and its Subsidiaries determined on
a consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

            (a) the net income (or loss) of any person (other than a Subsidiary
      of Borrower) in which any person other than Borrower and its Subsidiaries
      has an ownership interest, except to the extent that cash in an amount
      equal to any such income has actually been received by Borrower or
      (subject to clause (b) below) any of its Subsidiaries during such period;

            (b) the net income of any Subsidiary of Borrower during such period
      to the extent that the declaration or payment of dividends or similar
      distributions by such Subsidiary of that income is not permitted by
      operation of the terms of its Organizational Documents or any agreement,
      instrument or Requirement of Law applicable to that Subsidiary during such
      period, except that Borrower's equity in net loss of any such Subsidiary
      for such period shall be included in determining Consolidated Net Income;

            (c) any gain (or loss), together with any related provisions for
      taxes on any such gain (or the tax effect of any such loss), realized
      during such period by Borrower or any of its Subsidiaries upon any Asset
      Sale (other than any dispositions in the ordinary course of business) by
      Borrower or any of its Subsidiaries;

            (d) gains and losses due solely to fluctuations in currency values
      and the related tax effects determined in accordance with GAAP for such
      period;

            (e) earnings resulting from any reappraisal, revaluation or write-up
      of assets;

                                      -10-
<PAGE>

            (f) unrealized gains and losses with respect to Hedging Obligations
      for such period; and

            (g) any extraordinary gain (or extraordinary loss), together with
      any related provision for taxes on any such gain (or the tax effect of any
      such loss), recorded or recognized by Borrower or any of its Subsidiaries
      during such period.

            "CONSOLIDATED TAX EXPENSE" shall mean, for any period, the tax
expense of Borrower and its Subsidiaries, for such period, determined on a
consolidated basis in accordance with GAAP.

            "CONTESTED COLLATERAL LIEN CONDITIONS" shall mean, with respect to
any Permitted Lien of the type described in clauses (a), (b), (d) and (e) of
Section 6.02, the following conditions:

            (a) Borrower shall cause any proceeding instituted contesting such
      Lien to stay the sale or forfeiture of any portion of the Collateral on
      account of such Lien;

            (b) at the option and at the request of the Administrative Agent, to
      the extent such Lien is in an amount in excess of $100,000, the
      appropriate Loan Party shall maintain cash reserves in an amount
      sufficient to pay and discharge such Lien and the Administrative Agent's
      reasonable estimate of all interest and penalties related thereto; and

            (c) such Lien shall in all respects be subject and subordinate in
      priority to the Lien and security interest created and evidenced by the
      Security Documents, except if and to the extent that the Requirement of
      Law creating, permitting or authorizing such Lien provides that such Lien
      is or must be superior to the Lien and security interest created and
      evidenced by the Security Documents.

            "CONTINGENT OBLIGATION" shall mean, as to any person, any
obligation, agreement, understanding or arrangement of such person guaranteeing
or intended to guarantee any Indebtedness, leases, dividends or other
obligations ("PRIMARY OBLIGATIONS") of any other person (the "PRIMARY OBLIGOR")
in any manner, whether directly or indirectly, including any obligation of such
person, whether or not contingent, (a) to purchase any such primary obligation
or any property constituting direct or indirect security therefor; (b) to
advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor; (c) 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; (d) with respect
to bankers' acceptances, letters of credit and similar credit arrangements,
until a reimbursement obligation arises (which reimbursement obligation shall
constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof; provided, however,
that the term "Contingent Obligation" shall not include endorsements of
instruments for deposit or collection in the ordinary course of business or any
product warranties. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made (or, if less,
the maximum amount of such primary obligation for which such person may be
liable, whether singly or jointly, pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
person is required to perform thereunder) as determined by such person in good
faith.

                                      -11-
<PAGE>

            "CONTROL" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative thereto.

            "CONTROL AGREEMENT" shall have the meaning assigned to such term in
the Security Agreement.

            "CREDIT EXTENSION" shall mean, as the context may require, (i) the
making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or
the amendment, extension or renewal of any existing Letter of Credit, by the
Issuing Bank.

            "DEBT ISSUANCE" shall mean the incurrence by Borrower or any of its
Subsidiaries of any Indebtedness after the Closing Date (other than as permitted
by Section 6.01).

            "DEBT SERVICE" shall mean, for any period, Cash Interest Expense for
such period plus scheduled principal amortization of all Indebtedness for such
period.

            "DEFAULT" shall mean any event, occurrence or condition which is, or
upon notice, lapse of time or both would constitute, an Event of Default.

            "DEFAULT RATE" shall have the meaning assigned to such term in
Section 2.06(c).

            "DISQUALIFIED CAPITAL STOCK" shall mean any Equity Interest which,
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event, (a) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the first anniversary of the Final Maturity Date, (b) is
convertible into or exchangeable (unless at the sole option of the issuer
thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a)
above, in each case at any time on or prior to the first anniversary of the
Final Maturity Date, or (c) contains any repurchase obligation which may come
into effect prior to payment in full of all Obligations; provided, however, that
any Equity Interests that would not constitute Disqualified Capital Stock but
for provisions thereof giving holders thereof (or the holders of any security
into or for which such Equity Interests is convertible, exchangeable or
exercisable) the right to require the issuer thereof to redeem such Equity
Interests upon the occurrence of a change in control or an asset sale occurring
prior to the first anniversary of the Final Maturity Date shall not constitute
Disqualified Capital Stock if such Equity Interests provide that the issuer
thereof will not redeem any such Equity Interests pursuant to such provisions
prior to the repayment in full of the Obligations.

            "DIVIDEND" with respect to any person shall mean that such person
has declared or paid a dividend or returned any equity capital to the holders of
its Equity Interests or authorized or made any other distribution, payment or
delivery of property (other than Qualified Capital Stock of such person) or cash
to the holders of its Equity Interests as such, or redeemed, retired, purchased
or otherwise acquired, directly or indirectly, for consideration any of its
Equity Interests outstanding (or any options or warrants issued by such person
with respect to its Equity Interests), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for consideration any of the Equity Interests of such
person outstanding (or any options or warrants issued by such person with
respect to its Equity Interests). Without limiting the foregoing, "Dividends"
with respect to any person shall also include all payments made or required to
be made by such person with

                                      -12-
<PAGE>

respect to any stock appreciation rights, plans, equity incentive or achievement
plans or any similar plans or setting aside of any funds for the foregoing
purposes.

            "DOCUMENTATION AGENT" shall have the meaning assigned to such term
in the preamble hereto.

            "DOLLARS" or "$" shall mean lawful money of the United States.

            "DOMESTIC SUBSIDIARY" shall mean any Subsidiary that is organized or
existing under the laws of the United States, any state thereof or the District
of Columbia.

            "ELIGIBLE ASSIGNEE" shall mean (a) if the assignment does not
include assignment of a Revolving Commitment, (i) any Lender, (ii) an Affiliate
of any Lender, (iii) an Approved Fund and (iv) any other person approved by the
Administrative Agent (such approval not to be unreasonably withheld or delayed)
and (b) if the assignment includes assignment of a Revolving Commitment, (i) any
Revolving Lender, (ii) an Affiliate of any Revolving Lender, (iii) an Approved
Fund of a Revolving Lender and (iv) any other person approved by the
Administrative Agent, the Issuing Bank, the Swingline Lender and Borrower (each
such approval not to be unreasonably withheld or delayed); provided that (x) no
approval of Borrower shall be required during the continuance of a Default or
during the primary syndication of the Commitments and Loans by the Arranger
until the completion of the primary syndication (as determined by the Arranger)
and (y) "Eligible Assignee" shall not include Borrower or any of its Affiliates
or Subsidiaries or any natural person.

            "EMBARGOED PERSON" shall have the meaning assigned to such term in
Section 6.21.

            "ENVIRONMENT" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface and
subsurface strata, natural resources, the workplace, and any other area or
medium in any Environmental Law.

            "ENVIRONMENTAL CLAIM" shall mean any claim, notice, demand, order,
action, suit, proceeding or other communication alleging liability for or
obligation with respect to any investigation, remediation, removal, cleanup,
response, corrective action, damages to natural resources, personal injury,
property damage, fines, penalties or other costs resulting from, related to or
arising out of (i) the presence, Release or threatened Release in or into the
Environment of Hazardous Material at any location or (ii) any violation or
alleged violation of any Environmental Law, and shall include any claim seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from, related to or arising out of the presence,
Release or threatened Release of Hazardous Material or alleged injury or threat
of injury to health, safety or the Environment.

            "ENVIRONMENTAL LAW" shall mean any and all present and future
treaties, laws, statutes, ordinances, regulations, rules, decrees, orders,
judgments, consent orders, consent decrees, code or other binding requirements,
and the common law, relating to protection of public health or the Environment,
the Release or threatened Release of Hazardous Material, natural resources or
natural resource damages, or occupational safety or health.

            "ENVIRONMENTAL PERMIT" shall mean any permit, license, approval,
registration, notification, exemption, consent or other authorization required
by or from a Governmental Authority under Environmental Law.

            "EQUIPMENT" shall have the meaning assigned to such term in the
Security Agreement.

                                      -13-
<PAGE>

            "EQUITY FINANCING" shall mean the cash equity investment in Borrower
by the Equity Investors on or prior to the Closing Date, in an amount not less
than $7.0 million on terms and conditions satisfactory to the Administrative
Agent.

            "EQUITY INTEREST" shall mean, with respect to any person, any and
all shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or nonvoting), of equity of such
person, including, if such person is a partnership, partnership interests
(whether general or limited) and 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 property of, such partnership, whether outstanding on the
date hereof or issued after the Closing Date, but excluding debt securities
convertible or exchangeable into such equity.

            "EQUITY INVESTORS" shall mean management and employees of Borrower
reasonably satisfactory to the Administrative Agent and the Arranger.

            "EQUITY ISSUANCE" shall mean, without duplication, any issuance or
sale by Borrower after the Closing Date of any Equity Interests in Borrower
(including any Equity Interests issued upon exercise of any warrant or option)
or any warrants or options to purchase Equity Interests; provided, however, that
an Equity Issuance shall not include any Preferred Stock Issuance or Debt
Issuance.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

            "ERISA AFFILIATE" shall mean, with respect to any person, any trade
or business (whether or not incorporated) that, together with such person, is
treated as a single employer under Section 414 of the Code.

            "ERISA EVENT" shall mean (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan (other than an event for which the 30-day notice period is waived by
regulation); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the failure to make by its due date a
required installment under Section 412(m) of the Code with respect to any Plan
or the failure to make any required contribution to a Multiemployer Plan; (d)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a
plan administrator of any notice relating to the intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan, or the occurrence of
any event or condition which could reasonably be expected to constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan; (g) the incurrence by any Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal from any Plan or
Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (i) the "substantial
cessation of operations" within the meaning of Section 4062(e) of ERISA with
respect to a Plan; (j) the making of any amendment to any Plan which could
result in the imposition of a lien or the posting of a bond or other security;
and (k) the occurrence of a nonexempt prohibited transaction (within the meaning
of Section 4975 of the Code or Section 406 of ERISA) or any other failure by any
Company or one of its ERISA Affiliates to comply with the

                                      -14-
<PAGE>

applicable provisions of ERISA or the Code (or the regulations and published
interpretations thereunder) which could reasonably be expected to result in
liability to any Company.

            "EURODOLLAR BORROWING" shall mean a Borrowing comprised of
Eurodollar Loans.

            "EURODOLLAR LOAN" shall mean any Eurodollar Revolving Loan or
Eurodollar Term Loan.

            "EURODOLLAR REVOLVING BORROWING" shall mean a Borrowing comprised of
Eurodollar Revolving Loans.

            "EURODOLLAR REVOLVING LOAN" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Adjusted LIBOR Rate in
accordance with the provisions of Article II.

            "EURODOLLAR TERM BORROWING" shall mean a Borrowing comprised of
Eurodollar Term Loans.

            "EURODOLLAR TERM LOAN" shall mean any Term Loan bearing interest at
a rate determined by reference to the Adjusted LIBOR Rate in accordance with the
provisions of Article II.

            "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Section 8.01.

            "EXCESS AMOUNT" shall have the meaning assigned to such term in
Section 2.10(h).

            "EXCESS CASH FLOW" shall mean, for any Excess Cash Flow Period,
Consolidated EBITDA for such Excess Cash Flow Period, minus, without
duplication:

            (a) Debt Service for such Excess Cash Flow Period;

            (b) any voluntary prepayments of Term Loans and any permanent
      voluntary reductions to the Revolving Commitments to the extent that an
      equal amount of the Revolving Loans simultaneously is repaid, in each case
      so long as such amounts are not already reflected in Debt Service, during
      such Excess Cash Flow Period;

            (c) Capital Expenditures during such Excess Cash Flow Period
      (excluding Capital Expenditures made in such Excess Cash Flow Period where
      a certificate in the form contemplated by the following clause (d) was
      previously delivered) that are paid in cash;

            (d) Capital Expenditures that Borrower or any of its Subsidiaries
      shall, during such Excess Cash Flow Period, become obligated to make but
      that are not made during such Excess Cash Flow Period; provided that
      Borrower shall deliver a certificate to the Administrative Agent not later
      than 90 days after the end of such Excess Cash Flow Period, signed by a
      Responsible Officer of Borrower and certifying that such Capital
      Expenditures will be made in the following Excess Cash Flow Period;

            (e) the aggregate amount of Investments made in cash during such
      period pursuant to Sections 6.04(e) and (l);

                                      -15-
<PAGE>

            (f) taxes of Borrower and its Subsidiaries that were paid in cash
      during such Excess Cash Flow Period or will be paid within six months
      after the end of such Excess Cash Flow Period and for which reserves have
      been established;

            (g) the absolute value of the difference, if negative, of the amount
      of Net Working Capital at the end of the prior Excess Cash Flow Period
      over the amount of Net Working Capital at the end of such Excess Cash Flow
      Period;

            (h) losses excluded from the calculation of Consolidated Net Income
      by operation of clause (c) or (g) of the definition thereof that are paid
      in cash during such Excess Cash Flow Period; and

            (i) to the extent added to determine Consolidated EBITDA, all items
      that did not result from a cash payment to Borrower or any of its
      Subsidiaries on a consolidated basis during such Excess Cash Flow Period;

provided that any amount deducted pursuant to any of the foregoing clauses that
will be paid after the close of such Excess Cash Flow Period shall not be
deducted again in a subsequent Excess Cash Flow Period; plus, without
duplication:

            (i) the difference, if positive, of the amount of Net Working
      Capital at the end of the prior Excess Cash Flow Period over the amount of
      Net Working Capital at the end of such Excess Cash Flow Period;

            (ii) all proceeds received during such Excess Cash Flow Period of
      any Indebtedness to the extent used to finance any Capital Expenditure
      (other than Indebtedness under this Agreement to the extent there is no
      corresponding deduction to Excess Cash Flow above in respect of the use of
      such borrowings);

            (iii) to the extent any permitted Capital Expenditures referred to
      in clause (d) above do not occur in the Excess Cash Flow Period specified
      in the certificate of Borrower provided pursuant to clause (d) above, such
      amounts of Capital Expenditures that were not so made in the Excess Cash
      Flow Period specified in such certificates;

            (iv) any return on or in respect of Investments received in cash
      during such period, which Investments were made pursuant to Section
      6.04(e) or (l);

            (v) income or gain excluded from the calculation of Consolidated Net
      Income by operation of clause (c) or (g) of the definition thereof that is
      realized in cash during such Excess Cash Flow Period (except to the extent
      such gain is subject to Section 2.10(c), (d), (e) or (f)); and

            (vi) to the extent subtracted in determining Consolidated EBITDA,
      all items that did not result from a cash payment by Borrower or any of
      its Subsidiaries on a consolidated basis during such Excess Cash Flow
      Period.

            "EXCESS CASH FLOW PERIOD" shall mean (i) the period taken as one
accounting period from January 1, 2005 and ending on December 31, 2005 and (ii)
each fiscal year of Borrower thereafter.

            "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

                                      -16-
<PAGE>

            "EXCLUDED TAXES" shall mean, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of Borrower hereunder, (a) taxes imposed
on or measured by its overall net income (however denominated), franchise taxes
imposed on it (in lieu of net income taxes) and branch profits taxes imposed on
it, by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is located
and (b) in the case of a Foreign Lender (other than an assignee pursuant to a
request by Borrower under Section 2.16), any U.S. federal withholding tax that
is imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new lending office) or is
attributable to such Foreign Lender's failure to comply with Section 2.15(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from Borrower with respect to such withholding tax
pursuant to Section 2.15(a).

            "EXECUTIVE ORDER" shall have the meaning assigned to such term in
Section 3.22(a).

            "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System of the United States arranged by federal funds brokers,
as published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for the day for such transactions received by
the Administrative Agent from three federal funds brokers of recognized standing
selected by it.

            "FEE LETTER" shall mean the confidential Fee Letter, dated November
2, 2004, among Borrower, UBS Loan Finance LLC and UBS Securities LLC.

            "FEES" shall mean the Commitment Fees, the Administrative Agent
Fees, the LC Participation Fees and the Fronting Fees.

            "FINAL MATURITY DATE" shall mean the latest of the Revolving
Maturity Date and the Term Loan Maturity Date.

            "FINANCIAL OFFICER" of any person shall mean the chief financial
officer, principal accounting officer, treasurer or controller of such person.

            "FIRREA" shall mean the Federal Institutions Reform, Recovery and
Enforcement Act of 1989, as amended.

            "FOREIGN LENDER" shall mean any Lender that is not, for United
States federal income tax purposes, (i) an individual who is a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
treated as a corporation or partnership created or organized in or under the
laws of the United States, or any political subdivision thereof, (iii) an estate
whose income is subject to U.S. federal income taxation regardless of its source
or (iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust and one or more United States
persons have the authority to control all substantial decisions of such trust.

            "FOREIGN PLAN" shall mean any employee benefit plan, program,
policy, arrangement or agreement maintained or contributed to by any Company
with respect to employees employed outside the United States.

                                      -17-
<PAGE>

            "FOREIGN SUBSIDIARY" shall mean a Subsidiary that is organized under
the laws of a jurisdiction other than the United States or any state thereof or
the District of Columbia.

            "FRONTING FEE" shall have the meaning assigned to such term in
Section 2.05(c).

            "FUND" shall mean any person that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

            "GAAP" shall mean generally accepted accounting principles in the
United States applied on a consistent basis.

            "GOVERNMENTAL AUTHORITY" shall mean the government of the United
States of America or any other nation, or of any political subdivision thereof,
whether state, provincial or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).

            "GOVERNMENTAL REAL PROPERTY DISCLOSURE REQUIREMENTS" shall mean any
Requirement of Law of any Governmental Authority requiring notification of the
buyer, lessee, mortgagee, assignee or other transferee of any Real Property,
facility, establishment or business, or notification, registration or filing to
or with any Governmental Authority, in connection with the sale, lease,
mortgage, assignment or other transfer (including any transfer of control) of
any Real Property, facility, establishment or business, of the actual or
threatened presence or Release in or into the Environment, or the use, disposal
or handling of Hazardous Material on, at, under or near the Real Property,
facility, establishment or business to be sold, leased, mortgaged, assigned or
transferred.

            "GUARANTEED OBLIGATIONS" shall have the meaning assigned to such
term in Section 7.01.

            "GUARANTEES" shall mean the guarantees issued pursuant to Article
VII by the Subsidiary Guarantors.

            "HAZARDOUS MATERIALS" shall mean the following: hazardous
substances; hazardous wastes; polychlorinated biphenyls ("PCBs") or any
substance or compound containing PCBs; asbestos or any asbestos-containing
materials in any form or condition; radon or any other radioactive materials
including any source, special nuclear or by-product material; urea formaldehyde
foam; petroleum, petroleum products, gasoline, crude oil or any fraction
thereof; and any other pollutant or contaminant or chemicals, wastes, materials,
compounds, constituents or substances, subject to regulation or which can give
rise to liability under any Environmental Laws.

            "HEDGING AGREEMENT" shall mean any swap, cap, collar, forward
purchase or similar agreements or arrangements dealing with interest rates,
currency exchange rates or commodity prices, either generally or under specific
contingencies.

            "HEDGING OBLIGATIONS" shall mean obligations under or with respect
to Hedging Agreements.

                                      -18-
<PAGE>

            "INDEBTEDNESS" of any person shall mean, without duplication, (a)
all obligations of such person for borrowed money or advances; (b) all
obligations of such person evidenced by bonds, debentures, notes or similar
instruments; (c) all obligations of such person upon which interest charges are
customarily paid or accrued; (d) all obligations of such person under
conditional sale or other title retention agreements relating to property
purchased by such person; (e) all obligations of such person issued or assumed
as the deferred purchase price of property or services (excluding trade accounts
payable and accrued obligations incurred in the ordinary course of business on
normal trade terms and not overdue by more than 90 days); (f) all Indebtedness
of others secured by any Lien on property owned or acquired by such person,
whether or not the obligations secured thereby have been assumed, but limited to
the fair market value of such property; (g) all Capital Lease Obligations,
Purchase Money Obligations and synthetic lease obligations of such person; (h)
all Hedging Obligations to the extent required to be reflected on a balance
sheet of such person; (i) all Attributable Indebtedness of such person; (j) all
obligations of such person for the reimbursement of any obligor in respect of
letters of credit, letters of guaranty, bankers' acceptances and similar credit
transactions; and (k) all Contingent Obligations of such person in respect of
Indebtedness or obligations of others of the kinds referred to in clauses (a)
through (j) above. The Indebtedness of any person shall include the Indebtedness
of any other entity (including any partnership in which such person is a general
partner) to the extent such person is liable therefor as a result of such
person's ownership interest in or other relationship with such entity, except
(other than in the case of general partner liability) to the extent that terms
of such Indebtedness expressly provide that such person is not liable therefor.

            "INDEMNIFIED TAXES" shall mean all Taxes other than Excluded Taxes.

            "INDEMNITEE" shall have the meaning assigned to such term in Section
10.03(b).

            "INFORMATION" shall have the meaning assigned to such term in
Section 10.12.

            "INSURANCE POLICIES" shall mean the insurance policies and coverages
required to be maintained by each Loan Party which is an owner of Mortgaged
Property with respect to the applicable Mortgaged Property pursuant to Section
5.04 and all renewals and extensions thereof.

            "INSURANCE REQUIREMENTS" shall mean, collectively, all provisions of
the Insurance Policies, all requirements of the issuer of any of the Insurance
Policies and all orders, rules, regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon each Loan Party which is an owner of Mortgaged Property
and applicable to the Mortgaged Property or any use or condition thereof.

            "INTELLECTUAL PROPERTY" shall have the meaning assigned to such term
in Section 3.06(a).

            "INTERCOMPANY NOTE" shall mean a promissory note substantially in
the form of Exhibit P.

            "INTEREST ELECTION REQUEST" shall mean a request by Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.08(b), substantially in the form of Exhibit E.

            "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR Loan
(including Swingline Loans), the last Business Day of each March, June,
September and December to occur during any period in which such Loan is
outstanding, (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar

                                      -19-
<PAGE>

Loan with an Interest Period of more than three months' duration, each day prior
to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period, (c) with respect
to any Revolving Loan or Swingline Loan, the Revolving Maturity Date or such
earlier date on which the Revolving Commitments are terminated and (d) with
respect to any Term Loan, the Term Loan Maturity Date.

            "INTEREST PERIOD" shall mean, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as Borrower may elect; provided that (a) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

            "INVESTMENTS" shall have the meaning assigned to such term in
Section 6.04.

            "ISSUING BANK" shall mean, as the context may require, (a) UBS AG,
Stamford Branch, in its capacity as issuer of Letters of Credit issued by it;
(b) any other Lender that may become an Issuing Bank pursuant to Sections
2.18(j) and (k) in its capacity as issuer of Letters of Credit issued by such
Lender; or (c) collectively, all of the foregoing.

            "JOINDER AGREEMENT" shall mean a joinder agreement substantially in
the form of Exhibit F.

            "LANDLORD ACCESS AGREEMENT" shall mean a Landlord Access Agreement,
substantially in the form of Exhibit G, or such other form as may reasonably be
acceptable to the Administrative Agent.

            "LC COMMITMENT" shall mean the commitment of the Issuing Bank to
issue Letters of Credit pursuant to Section 2.18. The amount of the LC
Commitment shall initially be $5.0 million, but in no event exceed the Revolving
Commitment.

            "LC DISBURSEMENT" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

            "LC EXPOSURE" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all Reimbursement Obligations outstanding at such
time. The LC Exposure of any Revolving Lender at any time shall mean its Pro
Rata Percentage of the aggregate LC Exposure at such time.

            "LC PARTICIPATION FEE" shall have the meaning assigned to such term
in Section 2.05(c).

            "LC REQUEST" shall mean a request by Borrower in accordance with the
terms of Section 2.18(b) and substantially in the form of Exhibit H, or such
other form as shall be approved by the Administrative Agent.

                                      -20-
<PAGE>


            "LEASES" shall mean any and all leases, subleases, tenancies,
options, concession agreements, rental agreements, occupancy agreements,
franchise agreements, access agreements and any other agreements (including all
amendments, extensions, replacements, renewals, modifications and/or guarantees
thereof), whether or not of record and whether now in existence or hereafter
entered into, affecting the use or occupancy of all or any portion of any Real
Property.

            "LENDER ADDENDUM" shall mean with respect to any Lender on the
Closing Date, a lender addendum in the form of Exhibit I, to be executed and
delivered by such Lender on the Closing Date as provided in Section 10.15.

            "LENDERS" shall mean (a) the financial institutions that have become
a party hereto pursuant to a Lender Addendum and (b) any financial institution
that has become a party hereto pursuant to an assignment and Assumption, other
than, in each case, any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Assumption. Unless the context clearly
indicates otherwise, the term "Lenders" shall include the Swingline Lender.

            "LETTER OF CREDIT" shall mean any (i) Standby Letter of Credit and
(ii) Commercial Letter of Credit, in each case, issued or to be issued by an
Issuing Bank for the account of Borrower pursuant to Section 2.18.

            "LETTER OF CREDIT EXPIRATION DATE" shall mean the date which is
fifteen days prior to the Revolving Maturity Date.

            "LIBOR RATE" shall mean, with respect to any Eurodollar Borrowing
for any Interest Period, the rate per annum determined by the Administrative
Agent to be the arithmetic mean (rounded upward, if necessary, to the nearest
1/100th of 1%) of the offered rates for deposits in dollars with a term
comparable to such Interest Period that appears on the Telerate British Bankers
Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00
a.m., London, England time, on the second full Business Day preceding the first
day of such Interest Period; provided, however, that (i) if no comparable term
for an Interest Period is available, the LIBOR Rate shall be determined using
the weighted average of the offered rates for the two terms most nearly
corresponding to such Interest Period and (ii) if there shall at any time no
longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page,
"LIBOR Rate" shall mean, with respect to each day during each Interest Period
pertaining to Eurodollar Borrowings comprising part of the same Borrowing, the
rate per annum equal to the rate at which the Administrative Agent is offered
deposits in dollars at approximately 11:00 a.m., London, England time, two
Business Days prior to the first day of such Interest Period in the London
interbank market for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount comparable to its portion of
the amount of such Eurodollar Borrowing to be outstanding during such Interest
Period. "TELERATE BRITISH BANKERS ASSOC. INTEREST SETTLEMENT RATES PAGE" shall
mean the display designated as Page 3750 on the Telerate System Incorporated
Service (or such other page as may replace such page on such service for the
purpose of displaying the rates at which dollar deposits are offered by leading
banks in the London interbank deposit market).

            "LIEN" shall mean, with respect to any property, (a) any mortgage,
deed of trust, lien, pledge, encumbrance, claim, charge, assignment,
hypothecation, security interest or encumbrance of any kind or any arrangement
to provide priority or preference or any filing of any financing statement under
the UCC or any other similar notice of lien under any similar notice or
recording statute of any Governmental Authority, including any easement,
right-of-way or other encumbrance on title to Real Property, in each of the
foregoing cases whether voluntary or imposed by law, and any agreement to give
any of the foregoing; (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital

                                      -21-
<PAGE>

lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such property; and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

            "LOAN DOCUMENTS" shall mean this Agreement, the Letters of Credit,
the Notes (if any), the Security Documents and, solely for purposes of paragraph
(e) of Section 8.01, the Fee Letter.

            "LOAN PARTIES" shall mean Borrower and the Subsidiary Guarantors.

            "LOANS" shall mean, as the context may require, a Revolving Loan or
a Term Loan or a Swingline Loan (and shall include any Replacement Term Loans).

            "MARGIN STOCK" shall have the meaning assigned to such term in
Regulation U.

            "MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse effect
on the business, assets, results of operations, prospects or condition,
financial or otherwise, or liabilities of Borrower and its Subsidiaries, taken
as a whole; (b) material impairment of the ability of the Loan Parties to fully
and timely perform any of their obligations under any Loan Document; (c)
material impairment of the rights of or benefits or remedies available to the
Lenders or the Collateral Agent under any Loan Document; or (d) a material
adverse effect on the Collateral or the Liens in favor of the Collateral Agent
(for its benefit and for the benefit of the other Secured Parties) on the
Collateral or the priority of such Liens.

            "MAXIMUM RATE" shall have the meaning assigned to such term in
Section 10.14.

            "MERGER" shall have the meaning assigned to such term in the second
recital hereto.

            "MORTGAGE" shall mean an agreement, including, but not limited to, a
mortgage, deed of trust or any other document, creating and evidencing a Lien on
a Mortgaged Property, which shall be substantially in the form of Exhibit J or
other form reasonably satisfactory to the Collateral Agent, in each case, with
such schedules and including such provisions as shall be necessary to conform
such document to applicable local or foreign law or as shall be customary under
applicable local or foreign law.

            "MORTGAGED PROPERTY" shall mean (a) each Real Property identified as
a Mortgaged Property on Schedule 7 to the Perfection Certificate dated the
Closing Date and (b) each Real Property, if any, which shall be subject to a
Mortgage delivered after the Closing Date pursuant to Section 5.11(c).

            "MULTIEMPLOYER PLAN" shall mean a multiemployer plan within the
meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company
or any ERISA Affiliate is then making or accruing an obligation to make
contributions; (b) to which any Company or any ERISA Affiliate has within the
preceding five plan years made contributions; or (c) with respect to which any
Company could incur liability.

            "NET CASH PROCEEDS" shall mean:

            (a) with respect to any Asset Sale (other than any issuance or sale
      of Equity Interests), the cash proceeds received by Borrower or any of its
      Subsidiaries (including cash proceeds subsequently received (as and when
      received by Borrower or any of its Subsidiaries) in respect of non-cash
      consideration initially received) net of (i) selling expenses (including
      reasonable brokers' fees or commissions, legal, accounting and other
      professional and

                                      -22-
<PAGE>

      transactional fees, transfer and similar taxes and Borrower's good faith
      estimate of income taxes paid or payable in connection with such sale);
      (ii) amounts provided as a reserve, in accordance with GAAP, against (x)
      any liabilities under any indemnification obligations associated with such
      Asset Sale or (y) any other liabilities retained by Borrower or any of its
      Subsidiaries associated with the properties sold in such Asset Sale
      (provided that, to the extent and at the time any such amounts are
      released from such reserve, such amounts shall constitute Net Cash
      Proceeds); (iii) Borrower's good faith estimate of payments required to be
      made with respect to unassumed liabilities relating to the properties sold
      within 90 days of such Asset Sale (provided that, to the extent such cash
      proceeds are not used to make payments in respect of such unassumed
      liabilities within 90 days of such Asset Sale, such cash proceeds shall
      constitute Net Cash Proceeds); and (iv) the principal amount, premium or
      penalty, if any, interest and other amounts on any Indebtedness for
      borrowed money which is secured by a Lien on the properties sold in such
      Asset Sale (so long as such Lien was permitted to encumber such properties
      under the Loan Documents at the time of such sale) and which is repaid
      with such proceeds (other than any such Indebtedness assumed by the
      purchaser of such properties);

            (b) with respect to any Debt Issuance, any Equity Issuance or any
      other issuance or sale of Equity Interests by Borrower or any of its
      Subsidiaries, the cash proceeds thereof, net of customary fees,
      commissions, costs and other expenses incurred in connection therewith;
      and

            (c) with respect to any Casualty Event, the cash insurance proceeds,
      condemnation awards and other compensation received in respect thereof,
      net of all reasonable costs and expenses incurred in connection with the
      collection of such proceeds, awards or other compensation in respect of
      such Casualty Event.

            "NET WORKING CAPITAL" shall mean, at any time, Consolidated Current
Assets at such time minus Consolidated Current Liabilities at such time.

            "NOTES" shall mean any notes evidencing the Term Loans, Revolving
Loans or Swingline Loans issued pursuant to this Agreement, if any,
substantially in the form of Exhibit K-1, K-2 or K-3.

            "OBLIGATIONS" shall mean (a) obligations of Borrower and the other
Loan Parties from time to time arising under or in respect of the due and
punctual payment of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by Borrower and the other Loan
Parties under this Agreement in respect of any Letter of Credit, when and as
due, including payments in respect of Reimbursement Obligations, interest
thereon and obligations to provide cash collateral and (iii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of Borrower and the other Loan Parties under this
Agreement and the other Loan Documents and (b) the due and punctual performance
of all covenants, agreements, obligations and liabilities of Borrower and the
other Loan Parties under or pursuant to this Agreement and the other Loan
Documents.

            "OFAC" shall have the meaning assigned to such term in Section 3.22.

                                      -23-
<PAGE>

            "OFFICERS' CERTIFICATE" shall mean a certificate executed by the
chairman of the Board of Directors (if an officer), the chief executive officer
or the president and one of the Financial Officers, each in his or her official
(and not individual) capacity.

            "ORGANIZATIONAL DOCUMENTS" shall mean, with respect to any person,
(i) in the case of any corporation, the certificate of incorporation and by-laws
(or similar documents) of such person, (ii) in the case of any limited liability
company, the certificate of formation and operating agreement (or similar
documents) of such person, (iii) in the case of any limited partnership, the
certificate of formation and limited partnership agreement (or similar
documents) of such person, (iv) in the case of any general partnership, the
partnership agreement (or similar document) of such person and (v) in any other
case, the functional equivalent of the foregoing.

            "OTHER TAXES" shall mean all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or under any other Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.

            "PARTICIPANT" shall have the meaning assigned to such term in
Section 10.04(d).

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA.

            "PERFECTION CERTIFICATE" shall mean a certificate in the form of
Exhibit L-1 or any other form approved by the Collateral Agent, as the same
shall be supplemented from time to time by a Perfection Certificate Supplement
or otherwise.

            "PERFECTION CERTIFICATE SUPPLEMENT" shall mean a certificate
supplement in the form of Exhibit L-2 or any other form approved by the
Collateral Agent.

            "PERMITTED ACQUISITION" shall mean any transaction or series of
related transactions for the direct or indirect (a) acquisition of all or
substantially all of the property of any person, or of any business or division
of any person; (b) acquisition of in excess of 50% of the Equity Interests of
any person, and otherwise causing such person to become a Subsidiary of such
person; or (c) merger or consolidation or any other combination with any person,
if each of the following conditions is met:

            (i) no Default then exists or would result therefrom;

            (ii) after giving effect to such transaction on a Pro Forma Basis,
      (A) Borrower shall be in compliance with all covenants set forth in
      Section 6.10 as of the most recent Test Period (assuming, for purposes of
      Section 6.10, that such transaction, and all other Permitted Acquisitions
      consummated since the first day of the relevant Test Period for each of
      the financial covenants set forth in Section 6.10 ending on or prior to
      the date of such transaction, had occurred on the first day of such
      relevant Test Period), and (B) unless expressly approved by the
      Administrative Agent, the person or business to be acquired shall have
      generated positive cash flow for the Test Period most recently ended prior
      to the date of consummation of such acquisition;

            (iii) no Company shall, in connection with any such transaction,
      assume or remain liable with respect to any Indebtedness or other
      liability (including any material tax or ERISA liability) of the related
      seller or the business, person or properties acquired, except (A) to the

                                      -24-
<PAGE>

      extent permitted under Section 6.01 and (B) obligations not constituting
      Indebtedness incurred in the ordinary course of business and necessary or
      desirable to the continued operation of the underlying properties, and any
      other such liabilities or obligations not permitted to be assumed or
      otherwise supported by any Company hereunder shall be paid in full or
      released as to the business, persons or properties being so acquired on or
      before the consummation of such acquisition;

            (iv) the person or business to be acquired shall be, or shall be
      engaged in, a business of the type that Borrower and the Subsidiaries are
      permitted to be engaged in under Section 6.15 and the property acquired in
      connection with any such transaction shall be made subject to the Lien of
      the Security Documents and shall be free and clear of any Liens, other
      than Permitted Collateral Liens;

            (v) the Board of Directors of the person to be acquired shall not
      have indicated publicly its opposition to the consummation of such
      acquisition (which opposition has not been publicly withdrawn);

            (vi) all transactions in connection therewith shall be consummated
      in accordance with all applicable Requirements of Law;

            (vii) with respect to any transaction involving Acquisition
      Consideration of more than $2.0 million, unless the Administrative Agent
      shall otherwise agree, Borrower shall have provided the Administrative
      Agent and the Lenders with (A) historical financial statements for the
      last three fiscal years (or, if less, the number of years since formation)
      of the person or business to be acquired (audited if available without
      undue cost or delay) and unaudited financial statements thereof for the
      most recent interim period which are available, (B) reasonably detailed
      projections for the succeeding five years pertaining to the person or
      business to be acquired and updated projections for Borrower after giving
      effect to such transaction, (C) a reasonably detailed description of all
      material information relating thereto and copies of all material
      documentation pertaining to such transaction, and (D) all such other
      information and data relating to such transaction or the person or
      business to be acquired as may be reasonably requested by the
      Administrative Agent or the Required Lenders;

            (viii) at least 10 Business Days prior to the proposed date of
      consummation of the transaction, Borrower shall have delivered to the
      Agents and the Lenders an Officers' Certificate certifying that (A) such
      transaction complies with this definition (which shall have attached
      thereto reasonably detailed backup data and calculations showing such
      compliance), and (B) such transaction could not reasonably be expected to
      result in a Material Adverse Effect; and

            (ix) the aggregate amount of the cash portion of the Acquisition
      Consideration for all Permitted Acquisitions during any fiscal year of the
      Borrower shall not exceed $20.0 million, and the aggregate amount of the
      Acquisition Consideration for all Permitted Acquisitions since the Closing
      Date shall not exceed $50.0 million; provided that any Equity Interests
      constituting all or a portion of such Acquisition Consideration shall not
      have a cash dividend requirement on or prior to the Final Maturing Date.

            "PERMITTED COLLATERAL LIENS" means (a) in the case of Collateral
other than Mortgaged Property, (i) Contested Liens (as defined in the Security
Agreement) and (ii) the Liens described in clauses (a), (b), (c), (d), (e), (f),
(g), (h), (i), (j), (k) and (l) of Section 6.02 and (b) in the case of Mortgaged
Property, "Permitted Collateral Liens" shall mean the Liens described in clauses
(a), (b), (c),

                                      -25-
<PAGE>

(d) and (j) of Section 6.02; provided, however, on the Closing Date or upon the
date of delivery of each additional Mortgage under Section 5.11 or 5.12,
Permitted Collateral Liens shall mean only those Liens set forth in Schedule B
to the applicable Mortgage.

            "PERMITTED LIENS" shall have the meaning assigned to such term in
Section 6.02.

            "PERSON" shall mean any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

            "PLAN" shall mean any employee benefit plan that is covered by ERISA
which is maintained or contributed to by any Company or its ERISA Affiliate or
with respect to which any Company or ERISA Affiliate could incur liability
(including under Section 4069 of ERISA).

            "PREFERRED STOCK" shall mean, with respect to any person, any and
all preferred or preference Equity Interests (however designated) of such person
whether now outstanding or issued after the Closing Date.

            "PREFERRED STOCK ISSUANCE" shall mean the issuance or sale by
Borrower or any of its Subsidiaries of any Preferred Stock after the Closing
Date (other than as permitted by Section 6.01).

            "PREMISES" shall have the meaning assigned thereto in the applicable
Mortgage.

            "PRO FORMA BASIS" shall mean on a basis in accordance with GAAP and
Regulation S-X and otherwise reasonably satisfactory to the Administrative
Agent.

            "PRO RATA PERCENTAGE" of any Revolving Lender at any time shall mean
the percentage of the total Revolving Commitments of all Revolving Lenders
represented by such Lender's Revolving Commitment.

            "PROPERTY" shall mean any right, title or interest in or to property
or assets of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible and including Equity Interests or other ownership
interests of any person and whether now in existence or owned or hereafter
entered into or acquired, including all Real Property.

            "PROPERTY MATERIAL ADVERSE EFFECT" shall have the meaning assigned
thereto in the Mortgage.

            "PURCHASE MONEY OBLIGATION" shall mean, for any person, the
obligations of such person in respect of Indebtedness (including Capital Lease
Obligations) incurred for the purpose of financing all or any part of the
purchase price of any property (including Equity Interests of any person) or the
cost of installation, construction or improvement of any property and any
refinancing thereof; provided, however, that (i) such Indebtedness is incurred
within one year after such acquisition of such property by such person and (ii)
the amount of such Indebtedness does not exceed 100% of the cost of such
acquisition, installation, construction or improvement, as the case may be.

            "QUALIFIED CAPITAL STOCK" of any person shall mean any Equity
Interests of such person that are not Disqualified Capital Stock.

            "REAL PROPERTY" shall mean, collectively, all right, title and
interest (including any leasehold, mineral or other estate) in and to any and
all parcels of or interests in real property owned,

                                      -26-
<PAGE>

leased or operated by any person, whether by lease, license or other means,
together with, in each case, all easements, hereditaments and appurtenances
relating thereto, all improvements and appurtenant fixtures and equipment, all
general intangibles and contract rights and other property and rights incidental
to the ownership, lease or operation thereof.

            "REFINANCED TERM LOANS" shall have the meaning assigned to such term
in Section 10.02(e).

            "REFINANCING" shall mean the repayment in full and the termination
of any commitment to make extensions of credit under all of the outstanding
indebtedness of Borrower or any of its Subsidiaries listed on Schedule 1.01(a).

            "REGISTER" shall have the meaning assigned to such term in Section
10.04(c).

            "REGULATION D" shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "REGULATION S-X" shall mean Regulation S-X promulgated under the
Securities Act.

            "REGULATION T" shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "REGULATION U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "REGULATION X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "REIMBURSEMENT OBLIGATIONS" shall mean Borrower's obligations under
Section 2.18(e) to reimburse LC Disbursements.

            "RELATED PARTIES" shall mean, with respect to any person, such
person's Affiliates and the partners, directors, officers, employees, agents and
advisors of such person and of such person's Affiliates.

            "RELEASE" shall mean any spilling, leaking, seepage, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, disposing, depositing, dispersing, emanating or migrating of any
Hazardous Material in, into, onto or through the Environment.

            "REPLACEMENT TERM LOANS" shall have the meaning assigned to such
term in Section 10.02(e).

            "REQUIRED CLASS LENDERS" shall mean (i) with respect to Term Loans,
Lenders having more than 50% of all Term Loans outstanding and (ii) with respect
to Revolving Loans, Required Revolving Lenders.

            "REQUIRED LENDERS" shall mean Lenders having more than 50% of the
sum of all Loans outstanding, LC Exposure and unused Revolving and Term Loan
Commitments.

                                      -27-
<PAGE>

            "REQUIRED REVOLVING LENDERS" shall mean Lenders having more than 50%
of all Revolving Commitments or, after the Revolving Commitments have
terminated, more than 50% of all Revolving Exposure.

            "REQUIREMENTS OF LAW" shall mean, collectively, any and all
requirements of any Governmental Authority including any and all laws,
judgments, orders, decrees, ordinances, rules, regulations, statutes or case
law.

            "RESPONSE" shall mean (a) "response" as such term is defined in
CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat,
abate or in any other way address any Hazardous Material in the Environment;
(ii) prevent the Release or threat of Release, or minimize the further Release,
of any Hazardous Material; or (iii) perform studies and investigations in
connection with, or as a precondition to, or to determine the necessity of the
activities described in, clause (i) or (ii) above.

            "RESPONSIBLE OFFICER" of any person shall mean any executive officer
or Financial Officer of such person and any other officer or similar official
thereof with responsibility for the administration of the obligations of such
person in respect of this Agreement.

            "REVOLVING AVAILABILITY PERIOD" shall mean the period from and
including the Closing Date to but excluding the earlier of (i) the Business Day
preceding the Revolving Maturity Date and (ii) the date of termination of the
Revolving Commitments.

            "REVOLVING BORROWING" shall mean a Borrowing comprised of Revolving
Loans.

            "REVOLVING COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans hereunder up to the
amount set forth on Schedule I to the Lender Addendum executed and delivered by
such Lender, or in the Assignment and Assumption pursuant to which such Lender
assumed its Revolving Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.07 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
10.04. The aggregate amount of the Lenders' Revolving Commitments on the Closing
Date is $40.0 million.

            "REVOLVING EXPOSURE" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, plus the aggregate amount at such time of such Lender's LC
Exposure, plus the Dollar Equivalent of the aggregate amount at such of such
Lender's Swingline Exposure.

            "REVOLVING LENDER" shall mean a Lender with a Revolving Commitment.

            "REVOLVING LOAN" shall mean a Loan made by the Lenders to Borrower
pursuant to Section 2.01(b). Each Revolving Loan shall either be an ABR
Revolving Loan or a Eurodollar Revolving Loan.

            "REVOLVING MATURITY DATE" shall mean the date which is five years
after the Closing Date or, if such date is not a Business Day, the first
Business Day thereafter, provided that, in the event that the aggregate
principal amount of the Senior Notes have not been refinanced on or prior to
February 1, 2009 such that no principal payment is due under such refinancing
under any circumstance prior to the date that is the seventh anniversary of the
Closing Date, the Revolving Maturity Date shall be February 15, 2009.

                                      -28-
<PAGE>

            "SALE AND LEASEBACK TRANSACTION" has the meaning assigned to such
term in Section 6.03.

            "SARBANES-OXLEY ACT" shall mean the United States Sarbanes-Oxley Act
of 2002, as amended, and all rules and regulations promulgated thereunder.

            "SECURED OBLIGATIONS" shall mean (a) the Obligations, (b) the due
and punctual payment and performance of all obligations of Borrower and the
other Loan Parties under each Hedging Agreement entered into with any
counterparty that is a Secured Party and (c) the due and punctual payment and
performance of all obligations in respect of overdrafts and related liabilities
owed to any Lender, any Affiliate of a Lender, the Administrative Agent or the
Collateral Agent arising from treasury, depositary and cash management services
or in connection with any automated clearinghouse transfer of funds.

            "SECURED PARTIES" shall mean, collectively, the Administrative
Agent, the Collateral Agent, each other Agent, the Lenders and each party to a
Hedging Agreement relating to the Loans if at the date of entering into such
Hedging Agreement such person was a Lender or an Affiliate of a Lender and such
person executes and delivers to the Administrative Agent a letter agreement in
form and substance acceptable to the Administrative Agent pursuant to which such
person (i) appoints the Collateral Agent as its agent under the applicable Loan
Documents and (ii) agrees to be bound by the provisions of Sections 10.03 and
10.09.

            "SECURITIES ACT" shall mean the Securities Act of 1933.

            "SECURITIES COLLATERAL" shall have the meaning assigned to such term
in the Security Agreement.

            "SECURITY AGREEMENT" shall mean a Security Agreement substantially
in the form of Exhibit M among the Loan Parties and Collateral Agent for the
benefit of the Secured Parties.

            "SECURITY AGREEMENT COLLATERAL" shall mean all property pledged or
granted as collateral pursuant to the Security Agreement delivered (a) on the
Closing Date or (b) thereafter pursuant to Section 5.11.

            "SECURITY DOCUMENTS" shall mean the Security Agreement, the
Mortgages and each other security document or pledge agreement delivered in
accordance with applicable local or foreign law to grant a valid, perfected
security interest in any property as collateral for the Secured Obligations, and
all UCC or other financing statements or instruments of perfection required by
this Agreement, the Security Agreement, any Mortgage or any other such security
document or pledge agreement to be filed with respect to the security interests
in property and fixtures created pursuant to the Security Agreement or any
Mortgage and any other document or instrument utilized to pledge or grant or
purport to pledge or grant a security interest or lien on any property as
collateral for the Secured Obligations.

            "SENIOR NOTE AGREEMENT" shall mean any indenture, note purchase
agreement or other agreement pursuant to which the Senior Notes are issued as in
effect on the date hereof and thereafter amended from time to time subject to
the requirements of this Agreement.

            "SENIOR NOTE DOCUMENTS" shall mean the Senior Notes, the Senior Note
Agreement and all other documents executed and delivered with respect to the
Senior Notes or the Senior Note Agreement.

                                      -29-
<PAGE>

            "SENIOR NOTES" shall mean Borrower's 2.25% Convertible Senior
Unsecured Notes due 2024 issued pursuant to the Senior Note Agreement and any
registered notes issued by Borrower in exchange for, and as contemplated by,
such notes with substantially identical terms as such notes.

            "STANDBY LETTER OF CREDIT" shall mean any standby letter of credit
or similar instrument issued for the purpose of supporting (a) workers'
compensation liabilities of Borrower or any of its Subsidiaries, (b) the
obligations of third-party insurers of Borrower or any of its Subsidiaries
arising by virtue of the laws of any jurisdiction requiring third-party insurers
to obtain such letters of credit or (c) performance, payment, deposit or surety
obligations of Borrower or any of its Subsidiaries if required by a Requirement
of Law or in accordance with custom and practice in the industry.

            "STATUTORY RESERVES" shall mean for any Interest Period for any
Eurodollar Borrowing, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under Regulation D by member banks of the United
States Federal Reserve System in New York City with deposits exceeding one
billion dollars against "Eurocurrency liabilities" (as such term is used in
Regulation D). Eurodollar Borrowings shall be deemed to constitute Eurodollar
liabilities and to be subject to such reserve requirements without benefit of or
credit for proration, exceptions or offsets which may be available from time to
time to any Lender under Regulation D.

            "SUBSIDIARY" shall mean, with respect to any person (the "PARENT")
at any date, (i) any person the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, (ii)
any other corporation, limited liability company, association or other business
entity of which securities or other ownership interests representing more than
50% of the voting power of all Equity Interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Board of Directors
thereof are, as of such date, owned, controlled or held by the parent and/or one
or more subsidiaries of the parent, (iii) any partnership (a) the sole general
partner or the managing general partner of which is the parent and/or one or
more subsidiaries of the parent or (b) the only general partners of which are
the parent and/or one or more subsidiaries of the parent and (iv) any other
person that is otherwise Controlled by the parent and/or one or more
subsidiaries of the parent. Unless the context requires otherwise, "Subsidiary"
refers to a Subsidiary of Borrower.

            "SUBSIDIARY GUARANTOR" shall mean each Subsidiary listed on Schedule
1.01(b), and each other Subsidiary that is or becomes a party to this Agreement
pursuant to Section 5.11.

            "SURVEY" shall mean a survey of any Mortgaged Property (and all
improvements thereon) which is (a)(i) prepared by a surveyor or engineer
licensed to perform surveys in the jurisdiction where such Mortgaged Property is
located, (ii) dated (or redated) not earlier than six months prior to the date
of delivery thereof unless there shall have occurred within six months prior to
such date of delivery any exterior construction on the site of such Mortgaged
Property or any easement, right of way or other interest in the Mortgaged
Property has been granted or become effective through operation of law or
otherwise with respect to such Mortgaged Property which, in either case, can be
depicted on a survey, in which events, as applicable, such survey shall be dated
(or redated) after the completion of such construction or if such construction
shall not have been completed as of such date of delivery, not earlier than 20
days prior to such date of delivery, or after the grant or effectiveness of any
such easement, right of way or other interest in the Mortgaged Property, (iii)
certified by the surveyor (in a manner reasonably acceptable to the
Administrative Agent) to the Administrative Agent, the Collateral Agent and the
Title Company, (iv) complying in all respects with the minimum detail
requirements of the American Land Title Association as such requirements are in
effect on the date of preparation of such survey and

                                      -30-
<PAGE>

(v) sufficient for the Title Company to remove all standard survey exceptions
from the title insurance policy (or commitment) relating to such Mortgaged
Property and issue the endorsements of the type required by Section 4.01(r)(iii)
or (b) otherwise acceptable to the Collateral Agent.

            "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.17, as the same may be reduced from
time to time pursuant to Section 2.07 or Section 2.17. The amount of the
Swingline Commitment shall initially be $2.5 million but in no event exceed the
Revolving Commitment.

            "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure
of any Revolving Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.

            "SWINGLINE LENDER" shall have the meaning assigned to such term in
the preamble hereto.

            "SWINGLINE LOAN" shall mean any loan made by the Swingline Lender
pursuant to Section 2.17.

            "SYNDICATION AGENT" shall have the meaning assigned to such term in
the preamble hereto.

            "TAX RETURN" shall mean all returns, statements, filings,
attachments and other documents or certifications required to be filed in
respect of Taxes.

            "TAXES" shall mean all present or future taxes, levies, imposts,
duties, deductions, withholdings, assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.

            "TERM BORROWING" shall mean a Borrowing comprised of Term Loans.

            "TERM LOAN" shall mean the term loans made by the Lenders to
Borrower pursuant to Section 2.01(a)(ii). Each Term Loan shall be either an ABR
Term Loan or a Eurodollar Term Loan.

            "TERM LOAN COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make a Term Loan hereunder on the Closing
Date in the amount set forth on Schedule I to the Lender Addendum executed and
delivered by such Lender, or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its Term Loan Commitment, as applicable, as the
same may be (a) reduced from time to time pursuant to Section 2.07 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The initial aggregate amount of the Lenders'
Term Loan Commitments is $120.0 million.

            "TERM LOAN LENDER" shall mean a Lender with a Term Loan Commitment
or an outstanding Term Loan.

            "TERM LOAN MATURITY DATE" shall mean the date which is six years
after the Closing Date or, if such date is not a Business Day, the first
Business Day thereafter, provided that, in the event that the aggregate
principal amount of the Senior Notes have not been refinanced on or prior to
February 1, 2009 such that no principal payment is due under such refinancing
under any circumstance

                                      -31-
<PAGE>

prior to the date that is the seventh anniversary of the Closing Date, the Term
Loan Maturity Date shall be February 15, 2009.

            "TERM LOAN REPAYMENT DATE" shall have the meaning assigned to such
term in Section 2.09.

            "TEST PERIOD" shall mean, at any time, the four consecutive fiscal
quarters of Borrower then last ended (in each case taken as one accounting
period) for which financial statements have been or are required to be delivered
pursuant to Section 5.01(a) or (b).

            "TITLE COMPANY" shall mean any title insurance company as shall be
retained by Borrower and reasonably acceptable to the Administrative Agent.

            "TITLE POLICY" shall have the meaning assigned to such term in
Section 4.01(r)(iii).

            "TOTAL LEVERAGE RATIO" shall mean, at any date of determination, the
ratio of Consolidated Indebtedness on such date to Consolidated EBITDA for the
Test Period then most recently ended.

            "TRANSACTION DOCUMENTS" shall mean the Acquisition Documents and the
Loan Documents.

            "TRANSACTIONS" shall mean, collectively, the transactions to occur
on or prior to the Closing Date pursuant to the Transaction Documents, including
(a) the consummation of the Acquisition; (b) the execution, delivery and
performance of the Loan Documents and the initial borrowings hereunder; (c) the
Refinancing; (d) the Equity Financing; and (e) the payment of all fees and
expenses to be paid on or prior to the Closing Date and owing in connection with
the foregoing.

            "TRANSFERRED GUARANTOR" shall have the meaning assigned to such term
in Section 7.09.

            "TYPE," when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBOR Rate or the
Alternate Base Rate.

            "UCC" shall mean the Uniform Commercial Code as in effect from time
to time (except as otherwise specified) in any applicable state or jurisdiction.

            "UNITED STATES" shall mean the United States of America.

            "VOTING STOCK" shall mean, with respect to any person, any class or
classes of Equity Interests pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the Board of Directors of such person.

            "WHOLLY OWNED SUBSIDIARY" shall mean, as to any person, (a) any
corporation 100% of whose capital stock (other than directors' qualifying
shares) is at the time owned by such person and/or one or more Wholly Owned
Subsidiaries of such person and (b) any partnership, association, joint venture,
limited liability company or other entity in which such person and/or one or
more Wholly Owned Subsidiaries of such person have a 100% equity interest at
such time.

                                      -32-
<PAGE>

            "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

            1.02 CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to
by Class (e.g., a "Revolving Borrowing," "Borrowing of Term Loans") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

            1.03 TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." The word "will"
shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise (a) any definition of or reference to any
Loan Document, agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein), (b) any
reference herein to any person shall be construed to include such person's
successors and assigns, (c) the words "herein," "hereof" and "hereunder," and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any
reference to any law or regulation herein shall refer to such law or regulation
as amended, modified or supplemented from time to time, (f) the words "asset"
and "property" shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights and (g) "on," when used with
respect to the Mortgaged Property or any property adjacent to the Mortgaged
Property, means "on, in, under, above or about."

            1.04 ACCOUNTING TERMS; GAAP. Except as otherwise expressly provided
herein, all financial statements to be delivered pursuant to this Agreement
shall be prepared in accordance with GAAP as in effect from time to time and all
terms of an accounting or financial nature shall be construed and interpreted in
accordance with GAAP, as in effect on the date hereof unless otherwise agreed to
by Borrower and the Required Lenders.

            1.05 RESOLUTION OF DRAFTING AMBIGUITIES. Each Loan Party
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery of the Loan Documents to which it is a party, that it
and its counsel reviewed and participated in the preparation and negotiation
hereof and thereof and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation hereof or thereof.

                                   ARTICLE II

                                   THE CREDITS

            2.01 COMMITMENTS. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Lender agrees,
severally and not jointly:

            (a) to make a Term Loan to Borrower on the Closing Date in the
      principal amount not to exceed its Term Loan Commitment; and

                                      -33-
<PAGE>

            (b) to make Revolving Loans to Borrower, at any time and from time
      to time on or after the Closing Date until the earlier of the Revolving
      Maturity Date and the termination of the Revolving Commitment of such
      Lender in accordance with the terms hereof, in an aggregate principal
      amount at any time outstanding that will not result in such Lender's
      Revolving Exposure exceeding such Lender's Revolving Commitment.

            Amounts paid or prepaid in respect of Term Loans may not be
reborrowed. Within the limits set forth in clause (b) above and subject to the
terms, conditions and limitations set forth herein, Borrower may borrow, pay or
prepay and reborrow Revolving Loans.

      2.02 LOANS.

            (a) Each Loan (other than Swingline Loans) shall be made as part of
a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their applicable Commitments; provided that the failure of any Lender to make
its Loan shall not in itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be responsible for
the failure of any other Lender to make any Loan required to be made by such
other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x)
ABR Loans comprising any Borrowing shall be in an aggregate principal amount
that is (i) an integral multiple of $1.0 million and not less than $5.0 million
or (ii) equal to the remaining available balance of the applicable Commitments
and (y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate
principal amount that is (i) an integral multiple of $1.0 million and not less
than $5.0 million or (ii) equal to the remaining available balance of the
applicable Commitments.

            (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as Borrower may request
pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan; provided that any exercise of such option shall not affect the
obligation of Borrower to repay such Loan in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same time;
provided that Borrower shall not be entitled to request any Borrowing that, if
made, would result in more than five Eurodollar Borrowings outstanding hereunder
at any one time. For purposes of the foregoing, Borrowings having different
Interest Periods, regardless of whether they commence on the same date, shall be
considered separate Borrowings.

            (c) Except with respect to Loans deemed made pursuant to Section
2.18(e)(ii), each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to such
account in New York City as the Administrative Agent may designate not later
than 11:00 a.m., New York City time, and the Administrative Agent shall promptly
credit the amounts so received to an account as directed by Borrower in the
applicable Borrowing Request maintained with the Administrative Agent or, if a
Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Lenders.

            (d) Unless the Administrative Agent shall have received notice from
a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above, and the Administrative Agent may, in
reliance upon such assumption, make available to Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available, then, to the extent that such Lender shall not have made such portion
available to

                                      -34-

<PAGE>

the Administrative Agent, each of such Lender and Borrower severally agrees to
repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of Borrower, the interest rate applicable at the time
to the Loans comprising such Borrowing and (ii) in the case of such Lender, the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement, and Borrower's obligation to
repay the Administrative Agent such corresponding amount pursuant to this
Section 2.02(d) shall cease.

            (e) Notwithstanding any other provision of this Agreement, Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Revolving Maturity Date or Term Loan Maturity Date.

      2.03 Borrowing Procedure. To request a Revolving Borrowing or Term
Borrowing, Borrower shall deliver, by hand delivery or telecopier, a duly
completed and executed Borrowing Request to the Administrative Agent (i) in the
case of a Eurodollar Borrowing in dollars, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (ii)
in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time,
on the date of the proposed Borrowing. Each Borrowing Request shall be
irrevocable and shall specify the following information in compliance with
Section 2.02:

            (a) whether the requested Borrowing is to be a Borrowing of
      Revolving Loans or Term Loans;

            (b) the aggregate amount of such Borrowing;

            (c) the date of such Borrowing, which shall be a Business Day;

            (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
      Borrowing;

            (e) in the case of a Eurodollar Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period";

            (f) the location and number of Borrower's account to which funds are
      to be disbursed, which shall comply with the requirements of Section
      2.02(c); and

            (g) that the conditions set forth in Sections 4.02(b) - (d) have
      been satisfied as of the date of the notice.

            If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then Borrower
shall be deemed to have selected an Interest Period of one month's duration.
Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                                      -35-

<PAGE>

      2.04 EVIDENCE OF DEBT; REPAYMENT OF LOANS.

            (a) Promise to Repay. Borrower hereby unconditionally promises to
pay (i) to the Administrative Agent for the account of each Term Loan Lender,
the principal amount of each Term Loan of such Term Loan Lender as provided in
Section 2.09 and (ii) to the Administrative Agent for the account of each
Revolving Lender, the then unpaid principal amount of each Revolving Loan of
such Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline
Lender, the then unpaid principal amount of each Swingline Loan on the earlier
of the Revolving Maturity Date and the first date after such Swingline Loan is
made that is the 15th or last day of a calendar month and is at least two
Business Days after such Swingline Loan is made; provided that on each date that
a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that
were outstanding on the date such Borrowing was requested.

            (b) Lender and Administrative Agent Records. Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement. The
Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Type and Class thereof and the Interest
Period applicable thereto; (ii) the amount of any principal or interest due and
payable or to become due and payable from Borrower to each Lender hereunder; and
(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender's share thereof. The entries made in
the accounts maintained pursuant to this paragraph shall be prima facie evidence
of the existence and amounts of the obligations therein recorded; provided that
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligations of Borrower
to repay the Loans in accordance with their terms.

            (c) Promissory Notes. Any Lender by written notice to Borrower (with
a copy to the Administrative Agent) may request that Loans of any Class made by
it be evidenced by a promissory note. In such event, Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in the form of Exhibit K-1, K-2 or K-3, as the case may be. Thereafter,
the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment pursuant to Section 10.04) be represented by
one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).

      2.05 FEES.

            (a) Commitment Fee. Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee (a "COMMITMENT FEE") equal
to the Applicable Fee per annum on the average daily unused amount of each
Commitment of such Lender during the period from and including the date hereof
to but excluding the date on which such Commitment terminates. Accrued
Commitment Fees shall be payable in arrears (A) on the last Business Day of
March, June, September and December of each year, commencing on the first such
date to occur after the date hereof, and (B) on the date on which such
Commitment terminates. Commitment Fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the

                                      -36-

<PAGE>

outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

            (b) Administrative Agent Fees. Borrower agrees to pay to the
Administrative Agent, for its own account, the administrative fees set forth in
the Fee Letter or such other fees payable in the amounts and at the times
separately agreed upon between Borrower and the Administrative Agent (the
"ADMINISTRATIVE AGENT FEES").

            (c) LC and Fronting Fees. Borrower agrees to pay (i) to the
Administrative Agent for the account of each Revolving Lender a participation
fee ("LC PARTICIPATION FEE") with respect to its participations in Letters of
Credit, which shall accrue at a rate equal to the Applicable Margin from time to
time used to determine the interest rate on Eurodollar Revolving Loans pursuant
to Section 2.06 on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to Reimbursement Obligations) during
the period from and including the Closing Date to but excluding the later of the
date on which such Lender's Revolving Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee ("FRONTING FEE"), which shall accrue at the rate of 0.25% per annum
on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including
the Closing Date to but excluding the later of the date of termination of the
Revolving Commitments and the date on which there ceases to be any LC Exposure,
as well as the Issuing Bank's customary fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be
payable in arrears (i) on the last Business Day of March, June, September and
December of each year, commencing on the first such date to occur after the
Closing Date, and (ii) on the date on which the Revolving Commitments terminate.
Any such fees accruing after the date on which the Revolving Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand
therefor. All LC Participation Fees and Fronting Fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

            (d) All Fees shall be paid on the dates due, in immediately
available funds in dollars, to the Administrative Agent for distribution, if and
as appropriate, among the Lenders, except that Borrower shall pay the Fronting
Fees directly to the Issuing Bank. Once paid, none of the Fees shall be
refundable under any circumstances.

      2.06  INTEREST ON LOANS.

            (a) ABR Loans. Subject to the provisions of Section 2.06(c), the
Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear
interest at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin in effect from time to time.

            (b) Eurodollar Loans. Subject to the provisions of Section 2.06(c),
the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per
annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for
such Borrowing plus the Applicable Margin in effect from time to time.

            (c) Default Rate. Notwithstanding the foregoing, during a Default,
all Obligations shall, to the extent permitted by applicable law, bear interest,
after as well as before judgment, at a per annum rate equal to (i) in the case
of principal of or interest on any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section 2.06 or
(ii) in the case of

                                      -37-

<PAGE>

any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided
in Section 2.06(a) (in either case, the "DEFAULT Rate").

            (d) Interest Payment Dates. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan; provided that
(i) interest accrued pursuant to Section 2.06(c) shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan or a Swingline Loan), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

            (e) Interest Calculation. All interest hereunder shall be computed
on the basis of a year of 360 days, except that interest computed by reference
to the Alternate Base Rate calculated based on the Base Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or Adjusted
LIBOR Rate shall be determined by the Administrative Agent in accordance with
the provisions of this Agreement and such determination shall be conclusive
absent manifest error.

      2.07 TERMINATION AND REDUCTION OF COMMITMENTS.

            (a) Termination of Commitments. The Term Loan Commitments shall
automatically terminate at 5:00 p.m., New York City time, on the Closing Date.
The Revolving Commitments, the Swingline Commitment and the LC Commitment shall
automatically terminate on the Revolving Maturity Date. Notwithstanding the
foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New
York City time, on December 30, 2004, if the initial Credit Extension shall not
have occurred by such time.

            (b) Optional Terminations and Reductions. At its option, Borrower
may at any time terminate, or from time to time permanently reduce, the
Commitments of any Class; provided that (i) each reduction of the Commitments of
any Class shall be in an amount that is an integral multiple of $1.0 million and
not less than $5.0 million and (ii) the Revolving Commitments shall not be
terminated or reduced if, after giving effect to any concurrent prepayment of
the Revolving Loans in accordance with Section 2.10, the aggregate amount of
Revolving Exposures would exceed the aggregate amount of Revolving Commitments.

            (c) Borrower Notice. Borrower shall notify the Administrative Agent
in writing of any election to terminate or reduce the Commitments under Section
2.07(b) at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

                                      -38-

<PAGE>

      2.08 INTEREST ELECTIONS.

            (a) Generally. Each Revolving Borrowing and Term Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the
case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section. Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. Notwithstanding anything to the contrary, Borrower shall not
be entitled to request any conversion or continuation that, if made, would
result in more than five Eurodollar Borrowings outstanding hereunder at any one
time. This Section shall not apply to Swingline Borrowings, which may not be
converted or continued.

            (b) Interest Election Notice. To make an election pursuant to this
Section, Borrower shall deliver, by hand delivery or telecopier, a duly
completed and executed Interest Election Request to the Administrative Agent not
later than the time that a Borrowing Request would be required under Section
2.03 if Borrower were requesting a Revolving Borrowing or Term Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each Interest Election Request shall be irrevocable. Each Interest
Election Request shall specify the following information in compliance with
Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, or if outstanding Borrowings are being combined,
      allocation to each resulting Borrowing (in which case the information to
      be specified pursuant to clauses (iii) and (iv) below shall be specified
      for each resulting Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing; and

            (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "INTEREST PERIOD".

            If any such Interest Election Request requests a Eurodollar
Borrowing but does not specify an Interest Period, then Borrower shall be deemed
to have selected an Interest Period of one month's duration.

            Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (c) Automatic Conversion to ABR Borrowing. If an Interest Election
Request with respect to a Eurodollar Borrowing is not timely delivered prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing
is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing, the
Administrative Agent or the Required Lenders may require, by notice to Borrower,
that (i) no outstanding Borrowing may be

                                      -39-

<PAGE>

converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

      2.09 AMORTIZATION OF TERM BORROWINGS. Borrower shall pay to the
Administrative Agent, for the account of the Lenders, on the dates set forth on
Annex II, or if any such date is not a Business Day, on the immediately
preceding Business Day (each such date, a "TERM LOAN REPAYMENT DATE"), a
principal amount of the Term Loans equal to the amount set forth on Annex II for
such date (as adjusted from time to time pursuant to Section 2.10(h)), together
in each case with accrued and unpaid interest on the principal amount to be paid
to but excluding the date of such payment. To the extent not previously paid,
all Term Loans shall be due and payable on the Term Loan Maturity Date.

      2.10 OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS.

            (a) Optional Prepayments. Borrower shall have the right at any time
and from time to time to prepay any Borrowing, in whole or in part, subject to
the requirements of this Section 2.10; provided that each partial prepayment
shall be in an amount that is an integral multiple of $1.0 million.

            (b) Revolving Loan Prepayments.

            (i) In the event of the termination of all the Revolving
      Commitments, Borrower shall, on the date of such termination, repay or
      prepay all its outstanding Revolving Borrowings and all outstanding
      Swingline Loans and replace all outstanding Letters of Credit or cash
      collateralize all outstanding Letters of Credit in accordance with the
      procedures set forth in Section 2.18(i).

            (ii) In the event of any partial reduction of the Revolving
      Commitments, then (x) at or prior to the effective date of such reduction,
      the Administrative Agent shall notify Borrower and the Revolving Lenders
      of the sum of the Revolving Exposures after giving effect thereto and (y)
      if the sum of the Revolving Exposures would exceed the aggregate amount of
      Revolving Commitments after giving effect to such reduction, then Borrower
      shall, on the date of such reduction, first, repay or prepay Swingline
      Loans, second, repay or prepay Revolving Borrowings and third, replace
      outstanding Letters of Credit or cash collateralize outstanding Letters of
      Credit in accordance with the procedures set forth in Section 2.18(i), in
      an aggregate amount sufficient to eliminate such excess.

            (iii) In the event that the sum of all Lenders' Revolving Exposures
      exceeds the Revolving Commitments then in effect, Borrower shall, without
      notice or demand, immediately first, repay or prepay Revolving Borrowings,
      and second, replace outstanding Letters of Credit or cash collateralize
      outstanding Letters of Credit in accordance with the procedures set forth
      in Section 2.18(i), in an aggregate amount sufficient to eliminate such
      excess.

            (iv) In the event that the aggregate LC Exposure exceeds the LC
      Commitment then in effect, Borrower shall, without notice or demand,
      immediately replace outstanding Letters of Credit or cash collateralize
      outstanding Letters of Credit in accordance with the procedures set forth
      in Section 2.18(i), in an aggregate amount sufficient to eliminate such
      excess.

            (c) Asset Sales. Not later than one Business Day following the
receipt of any Net Cash Proceeds of any Asset Sale by Borrower or any of its
Subsidiaries, Borrower shall make prepayments in accordance with Sections
2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds;
provided that:

                                      -40-

<PAGE>

            (i) no such prepayment shall be required under this Section
      2.10(c)(i) with respect to (A) any Asset Sale permitted by Section
      6.06(a), (B) the disposition of property which constitutes a Casualty
      Event, or (C) Asset Sales for fair market value resulting in no more than
      $100,000 in Net Cash Proceeds per Asset Sale (or series of related Asset
      Sales); provided that (x) clause (C) shall not apply in the case of any
      Asset Sale described in clause (b) of the definition thereof and (y) no
      such prepayment pursuant to this Section 2.10(c)(i) will be required to be
      made during any fiscal year of Borrower until the earlier of the last day
      of such fiscal year and the date the aggregate Net Cash Proceeds required
      to be applied pursuant to this Section 2.10(c)(i) and not yet so applied
      equals $1,000,000, at which time all such Net Cash Proceeds shall be so
      applied; and

            (ii) so long as no Default shall then exist or would arise therefrom
      and the aggregate of such Net Cash Proceeds of Asset Sales shall not
      exceed $2.5 million in any fiscal year of Borrower, such proceeds shall
      not be required to be so applied on such date to the extent that Borrower
      shall have delivered an Officers' Certificate to the Administrative Agent
      on or prior to such date stating that such Net Cash Proceeds are expected
      to be reinvested in fixed or capital assets within 180 days following the
      date of such Asset Sale (which Officers' Certificate shall set forth the
      estimates of the proceeds to be so expended); provided that if all or any
      portion of such Net Cash Proceeds is not so reinvested within such 180-day
      period, such unused portion shall be applied on the last day of such
      period as a mandatory prepayment as provided in this Section 2.10(c);
      provided, further, that if the property subject to such Asset Sale
      constituted Collateral, then all property purchased with the Net Cash
      Proceeds thereof pursuant to this subsection shall be made subject to the
      Lien of the applicable Security Documents in favor of the Collateral
      Agent, for its benefit and for the benefit of the other Secured Parties in
      accordance with Sections 5.11 and 5.12.

            (d) Debt Issuance or Preferred Stock Issuance. Not later than one
Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance
or Preferred Stock Issuance by Borrower or any of its Subsidiaries, Borrower
shall make prepayments in accordance with Sections 2.10(h) and (i) in an
aggregate amount equal to 100% of such Net Cash Proceeds.

            (e) Equity Issuance. Not later than one Business Day following the
receipt of any Net Cash Proceeds of any Equity Issuance, Borrower shall make
prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount
equal to 50% of such Net Cash Proceeds; provided that, notwithstanding the
foregoing, the initial $5,000,000 of the aggregate Net Cash Proceeds from the
issuance of Equity Interests pursuant to the exercise of options granted to
employees pursuant to any of the Borrower's employee stock purchase plans shall
be excluded from the foregoing requirement.

            (f) Casualty Events. Not later than one Business Day following the
receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its
Subsidiaries, Borrower shall make prepayments in accordance with Sections
2.10(h) and (i) in an aggregate amount equal to 100% of such Net Cash Proceeds;
provided that:

            (i) so long as no Default shall then exist or arise therefrom, such
      proceeds shall not be required to be so applied on such date to the extent
      that (A) in the event such Net Cash Proceeds shall not exceed $2.5
      million, Borrower shall have delivered an Officers' Certificate to the
      Administrative Agent on or prior to such date stating that such proceeds
      are expected to be used, or (B) in the event that such Net Cash Proceeds
      exceed $2.5 million, the Administrative Agent has elected by notice to
      Borrower on or prior to such date to require such proceeds to be used, in
      each case, to repair, replace or restore any property in respect of which
      such Net Cash

                                      -41-

<PAGE>

      Proceeds were paid or to reinvest in other fixed or capital assets, no
      later than 180 days following the date of receipt of such proceeds;
      provided that if the property subject to such Casualty Event constituted
      Collateral under the Security Documents, then all property purchased with
      the Net Cash Proceeds thereof pursuant to this subsection shall be made
      subject to the Lien of the applicable Security Documents in favor of the
      Collateral Agent, for its benefit and for the benefit of the other Secured
      Parties in accordance with Sections 5.11 and 5.12; and

            (ii) if any portion of such Net Cash Proceeds shall not be so
      applied within such 180-day period, such unused portion shall be applied
      on the last day of such period as a mandatory prepayment as provided in
      this Section 2.10(f).

            (g) Excess Cash Flow. No later than the earlier of (i) 90 days after
the end of each Excess Cash Flow Period and (ii) the date on which the financial
statements with respect to such fiscal year in which such Excess Cash Flow
Period occurs are delivered pursuant to Section 5.01(a), Borrower shall make
prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount
equal to 50% of Excess Cash Flow for the Excess Cash Flow Period then ended.

            (h) Application of Prepayments. Prior to any optional or mandatory
prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be
prepaid and shall specify such selection in the notice of such prepayment
pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h).
Any prepayments of Term Loans pursuant to Section 2.10(c), (d), (e), (f) or (g)
shall be applied to reduce scheduled prepayments required under Section 2.09 on
a pro rata basis among the prepayments remaining to be made on each Term Loan
Repayment Date. After application of mandatory prepayments of Term Loans
described above in this Section 2.10(h) and to the extent there are mandatory
prepayment amounts remaining after such application, the Revolving Commitments
shall be permanently reduced ratably among the Revolving Lenders in accordance
with their applicable Revolving Commitments in an aggregate amount equal to such
excess, and Borrower shall comply with Section 2.10(b).

            Amounts to be applied pursuant to this Section 2.10 to the
prepayment of Term Loans and Revolving Loans shall be applied, as applicable,
first to reduce outstanding ABR Term Loans and ABR Revolving Loans,
respectively. Any amounts remaining after each such application shall be applied
to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as applicable.
Notwithstanding the foregoing, if the amount of any prepayment of Loans required
under this Section 2.10 shall be in excess of the amount of the ABR Loans at the
time outstanding (an "EXCESS AMOUNT"), only the portion of the amount of such
prepayment as is equal to the amount of such outstanding ABR Loans shall be
immediately prepaid and, at the election of Borrower, the Excess Amount shall be
either (A) deposited in an escrow account on terms satisfactory to the
Collateral Agent and applied to the prepayment of Eurodollar Loans on the last
day of the then next-expiring Interest Period for Eurodollar Loans; provided
that (i) interest in respect of such Excess Amount shall continue to accrue
thereon at the rate provided hereunder for the Loans which such Excess Amount is
intended to repay until such Excess Amount shall have been used in full to repay
such Loans and (ii) at any time while a Default has occurred and is continuing,
the Administrative Agent may, and upon written direction from the Required
Lenders shall, apply any or all proceeds then on deposit to the payment of such
Loans in an amount equal to such Excess Amount or (B) prepaid immediately,
together with any amounts owing to the Lenders under Section 2.13.

            (i) Notice of Prepayment. Borrower shall notify the Administrative
Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by written notice of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York

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<PAGE>

City time, three Business Days before the date of prepayment, (ii) in the case
of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City
time, one Business Day before the date of prepayment and (iii) in the case of
prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time,
on the date of prepayment. Each such notice shall be irrevocable; provided that,
if a notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.07(c), then such
notice of prepayment may be revoked if such termination is revoked in accordance
with Section 2.07(c). Each such notice shall specify the prepayment date, the
principal amount of each Borrowing or portion thereof to be prepaid and, in the
case of a mandatory prepayment, a reasonably detailed calculation of the amount
of such prepayment. Promptly following receipt of any such notice (other than a
notice relating solely to Swingline Loans), the Administrative Agent shall
advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of a Credit
Extension of the same Type as provided in Section 2.02, except as necessary to
apply fully the required amount of a mandatory prepayment. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall
be accompanied by accrued interest to the extent required by Section 2.06.

      2.11 ALTERNATE RATE OF INTEREST. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be final and conclusive absent manifest error) that adequate and
      reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for
      such Interest Period; or

            (b) the Administrative Agent is advised in writing by the Required
      Lenders that the Adjusted LIBOR Rate for such Interest Period will not
      adequately and fairly reflect the cost to such Lenders of making or
      maintaining their Loans included in such Borrowing for such Interest
      Period;

then the Administrative Agent shall give written notice thereof to Borrower and
the Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies Borrower and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.

      2.12 YIELD PROTECTION.

            (a) Increased Costs Generally. If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit,
      compulsory loan, insurance charge or similar requirement against assets
      of, deposits with or for the account of, or credit extended or
      participated in, by any Lender (except any reserve requirement reflected
      in the Adjusted LIBOR Rate) or the Issuing Bank;

            (ii) subject any Lender or the Issuing Bank to any tax of any kind
      whatsoever with respect to this Agreement, any Letter of Credit, any
      participation in a Letter of Credit or any Eurodollar Loan made by it, or
      change the basis of taxation of payments to such Lender or the Issuing
      Bank in respect thereof (except for Indemnified Taxes or Other Taxes
      covered by

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<PAGE>

      Section 2.15 and any change in the rate of tax on the overall net income
      of such Lender or the Issuing Bank); or

            (iii) impose on any Lender or the Issuing Bank or the London
      interbank market any other condition, cost or expense affecting this
      Agreement or Eurodollar Loans made by such Lender or any Letter of Credit
      or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender, the
Issuing Bank or such Lender's or the Issuing Bank's holding company, if any, of
participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or any other amount), then, upon
request of such Lender or the Issuing Bank, Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

            (b) Capital Requirements. If any Lender or the Issuing Bank
determines (in good faith, but in its sole absolute discretion) that any Change
in Law affecting such Lender or the Issuing Bank or any lending office of such
Lender or such Lender's or the Issuing Bank's holding company, if any, regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's or the Issuing Bank's capital or on the capital of such
Lender's or the Issuing Bank's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the Issuing Bank, to a level below that which such Lender or
the Issuing Bank or such Lender's or the Issuing Bank's holding company could
have achieved but for such Change in Law (taking into consideration such
Lender's or the Issuing Bank's policies and the policies of such Lender's or the
Issuing Bank's holding company with respect to capital adequacy), then from time
to time Borrower will pay to such Lender or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the
Issuing Bank or such Lender's or the Issuing Bank's holding company for any such
reduction suffered.

            (c) Certificates for Reimbursement. A certificate of a Lender or the
Issuing Bank setting forth the amount or amounts necessary to compensate such
Lender or the Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section 2.12 and delivered to Borrower
shall be conclusive absent manifest error. Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

            (d) Delay in Requests. Failure or delay on the part of any Lender or
the Issuing Bank to demand compensation pursuant to this Section 2.12 shall not
constitute a waiver of such Lender's or the Issuing Bank's right to demand such
compensation; provided that Borrower shall not be required to compensate a
Lender or the Issuing Bank pursuant to this Section for any increased costs
incurred or reductions suffered more than nine months prior to the date that
such Lender or the Issuing Bank, as the case may be, notifies Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender's or the Issuing Bank's intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine-month period referred to above shall be extended to
include the period of retroactive effect thereof).

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<PAGE>

      2.13 BREAKAGE PAYMENTS. In the event of (a) the payment or prepayment,
whether optional or mandatory, of any principal of any Eurodollar Loan earlier
than the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion of any Eurodollar Loan
earlier than the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan
on the date specified in any notice delivered pursuant hereto or (d) the
assignment of any Eurodollar Loan earlier than the last day of the Interest
Period applicable thereto as a result of a request by Borrower pursuant to
Section 2.16(b), then, in any such event, Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBOR Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the Eurodollar
market. A certificate of any Lender setting forth in reasonable detail any
amount or amounts that such Lender is entitled to receive pursuant to this
Section 2.13 shall be delivered to Borrower (with a copy to the Administrative
Agent) and shall be conclusive and binding absent manifest error. Borrower shall
pay such Lender the amount shown as due on any such certificate within five days
after receipt thereof.

      2.14 PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SETOFFS.

            (a) Payments Generally. Borrower shall make each payment required to
be made by it hereunder or under any other Loan Document (whether of principal,
interest, fees or Reimbursement Obligations, or of amounts payable under Section
2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly
required hereunder or under such other Loan Document for such payment (or, if no
such time is expressly required, prior to 2:00 p.m., New York City time), on the
date when due, in immediately available funds, without setoff, deduction or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 677
Washington Boulevard, Stamford, Connecticut, except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made
directly to the persons entitled thereto and payments pursuant to other Loan
Documents shall be made to the persons specified therein. The Administrative
Agent shall distribute any such payments received by it for the account of any
other person to the appropriate recipient promptly following receipt thereof. If
any payment under any Loan Document shall be due on a day that is not a Business
Day, unless specified otherwise, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars, except as expressly specified
otherwise.

            (b) Pro Rata Treatment.

            (i) Each payment by Borrower of interest in respect of the Loans
      shall be applied to the amounts of such obligations owing to the Lenders
      pro rata according to the respective amounts then due and owing to the
      Lenders.

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<PAGE>

            (ii) Each payment on account of principal of the Term Loans pursuant
      to Section 2.09 shall be allocated among the Term Loan Lenders pro rata
      based on the principal amount of such Term Loans held by such Term Loan
      Lenders. Each payment by Borrower on account of principal of the Revolving
      Borrowings shall be made pro rata according to the respective outstanding
      principal amounts of the Revolving Loans then held by the Revolving
      Lenders.

            (c) Insufficient Funds. If at any time insufficient funds are
received by and available to the Administrative Agent to pay fully all amounts
of principal, Reimbursement Obligations, interest and fees then due hereunder,
such funds shall be applied (i) first, toward payment of interest and fees then
due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, toward
payment of principal and Reimbursement Obligations then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and Reimbursement Obligations then due to such parties.

            (d) Sharing of Set-Off. If any Lender (and/or the Issuing Bank,
which shall be deemed a "Lender" for purposes of this Section 2.14(d)) shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans or other Obligations
resulting in such Lender's receiving payment of a proportion of the aggregate
amount of its Loans and accrued interest thereon or other Obligations greater
than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact,
and (b) purchase (for cash at face value) participations in the Loans and such
other obligations of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and other amounts owing them,
provided that:

            (i) if any such participations are purchased and all or any portion
      of the payment giving rise thereto is recovered, such participations shall
      be rescinded and the purchase price restored to the extent of such
      recovery, without interest; and

            (ii) the provisions of this paragraph shall not be construed to
      apply to (x) any payment made by Borrower pursuant to and in accordance
      with the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Loans or participations in LC Disbursements to any assignee
      or participant, other than to Borrower or any Subsidiary thereof (as to
      which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable Requirements of Law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation; provided that, in purchasing such
participation, such Lender shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in this Section 2.14(d). If under
applicable bankruptcy, insolvency or any similar law any Secured Party receives
a secured claim in lieu of a setoff or counterclaim to which this Section
2.14(d) applies, such Secured Party shall to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the
rights to which the Secured Party is entitled under this Section 2.14(d) to
share in the benefits of the recovery of such secured claim.

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<PAGE>

            (e) Borrower Default. Unless the Administrative Agent shall have
received notice from Borrower prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that Borrower will not make such payment, the Administrative Agent may
assume that Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if Borrower has
not in fact made such payment, then each of the Lenders or the Issuing Bank, as
the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or the Issuing Bank with
interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

            (f) Lender Default. If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.02(c), 2.14(e), 2.17(d),
2.18(d), 2.18(e) or 10.02(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

      2.15 TAXES.

            (a) Payments Free of Taxes. Any and all payments by or on account of
any obligation of Borrower hereunder or under any other Loan Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes; provided that if Borrower shall be required by applicable
Requirements of Law to deduct any Indemnified Taxes (including any Other Taxes)
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) Borrower shall make such
deductions and (iii) Borrower shall timely pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable Requirements of
Law.

            (b) Payment of Other Taxes by Borrower. Without limiting the
provisions of paragraph (a) above, Borrower shall timely pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable Requirements
of Law.

            (c) Indemnification by Borrower. Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Bank, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the Issuing Bank, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to Borrower by a Lender or the
Issuing Bank (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error.

            (d) Evidence of Payments. As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority

                                      -47-

<PAGE>

evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

            (e) Status of Lenders. Any Foreign Lender shall, to the extent it
may lawfully do so, deliver to Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date
on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the request of Borrower or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:

            (i) duly completed copies of Internal Revenue Service Form W-8BEN
      claiming eligibility for benefits of an income tax treaty to which the
      United States of America is a party,

            (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under Section 881(c) of the Code, (x) a
      certificate, in substantially the form of Exhibit Q, or any other form
      approved by the Administrative Agent, to the effect that such Foreign
      Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
      Code and (y) duly completed copies of Internal Revenue Service Form
      W-8BEN, or

            (iv) any other form prescribed by applicable Requirements of Law as
      a basis for claiming exemption from or a reduction in United States
      Federal withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable Requirements of Law to
      permit Borrower to determine the withholding or deduction required to be
      made.

            (f) Treatment of Certain Refunds. If the Administrative Agent, a
Lender or the Issuing Bank determines, in its sole discretion, that it has
received a refund of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by Borrower or with respect to which Borrower has paid
additional amounts pursuant to this Section, it shall pay to Borrower an amount
equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by Borrower under this Section with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing
Bank, as the case may be, and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund); provided that
Borrower, upon the request of the Administrative Agent, such Lender or the
Issuing Bank, agrees to repay the amount paid over to Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the Issuing Bank in the
event the Administrative Agent, such Lender or the Issuing Bank is required to
repay such refund to such Governmental Authority. This paragraph shall not be
construed to require the Administrative Agent, any Lender or the Issuing Bank to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to Borrower or any other person. Notwithstanding
anything to the contrary, in no event will any Lender be required to pay any
amount to Borrower the payment of which would place such Lender in a less
favorable net after-tax position than such Lender would have been in if the
additional amounts giving rise to such refund of any Indemnified Taxes or Other
Taxes had never been paid.

      2.16 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

            (a) Designation of a Different Lending Office. If any Lender
requests compensation under Section 2.12, or requires Borrower to pay any
additional amount to any Lender or any

                                      -48-

<PAGE>

Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment. A certificate setting forth
such costs and expenses submitted by such Lender to Borrower shall be conclusive
absent manifest error.

            (b) Replacement of Lenders. If any Lender requests compensation
under Section 2.12, or if Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 2.15, or if any Lender defaults in its obligation to fund Loans
hereunder, or if Borrower exercises its replacement rights under Section
10.02(d), then Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 10.04), all of its interests, rights and
obligations under this Agreement and the other Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that:

            (i) Borrower shall have paid to the Administrative Agent the
      processing and recordation fee specified in Section 10.04(b);

            (ii) such Lender shall have received payment of an amount equal to
      the outstanding principal of its Loans and participations in LC
      Disbursements and Swingline Loans, accrued interest thereon, accrued fees
      and all other amounts payable to it hereunder and under the other Loan
      Documents (including any amounts under Section 2.13), from the assignee
      (to the extent of such outstanding principal and accrued interest and
      fees) or Borrower (in the case of all other amounts);

            (iii) in the case of any such assignment resulting from a claim for
      compensation under Section 2.12 or payments required to be made pursuant
      to Section 2.15, such assignment will result in a reduction in such
      compensation or payments thereafter; and

            (iv) such assignment does not conflict with applicable Requirements
      of Law.

A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling Borrower to require such assignment and delegation cease
to apply.

      2.17 SWINGLINE LOANS.

            (a) Swingline Commitment. Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to Borrower
from time to time during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $2.5 million
or (ii) the sum of the total Revolving Exposures exceeding the total Revolving
Commitments; provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan.

                                      -49-

<PAGE>

Within the foregoing limits and subject to the terms and conditions set forth
herein, Borrower may borrow, repay and reborrow Swingline Loans.

            (b) Swingline Loans. To request a Swingline Loan, Borrower shall
deliver, by hand delivery or telecopier, a duly completed and executed Borrowing
Request to the Administrative Agent and the Swingline Lender, not later than
2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each
such notice shall be irrevocable and shall specify the requested date (which
shall be a Business Day) and the amount of the requested Swingline Loan. Each
Swingline Loan shall be an ABR Loan. The Swingline Lender shall make each
Swingline Loan available to Borrower by means of a credit to the general deposit
account of Borrower with the Swingline Lender (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City
time, on the requested date of such Swingline Loan. Borrower shall not request a
Swingline Loan if at the time of or immediately after giving effect to the
Extension of Credit contemplated by such request a Default has occurred and is
continuing or would result therefrom. Swingline Loans shall be made in minimum
amounts of $1.0 million and integral multiples of $500,000 above such amount.

            (c) Prepayment. Borrower shall have the right at any time and from
time to time to repay any Swingline Loan, in whole or in part, upon giving
written notice to the Swingline Lender and the Administrative Agent before 12:00
(noon), New York City time, on the proposed date of repayment.

            (d) Participations. The Swingline Lender may at any time in its
discretion by written notice given to the Administrative Agent (provided such
notice requirement shall not apply if the Swingline Lender and the
Administrative Agent are the same entity) not later than 11:00 a.m., New York
City time, on the next succeeding Business Day following such notice require the
Revolving Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans then outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Revolving Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Revolving Lender, specifying in such notice such Lender's Pro
Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Pro Rata Percentage of such Swingline Loan or Loans. Each
Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever (so long as such
payment shall not cause such Lender's Revolving Exposure to exceed such Lender's
Revolving Commitment). Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.02(c) with respect to Loans made by such
Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify Borrower of any
participations in any Swingline Loan acquired by the Revolving Lenders pursuant
to this paragraph, and thereafter payments in respect of such Swingline Loan
shall be made to the Administrative Agent and not to the Swingline Lender. Any
amounts received by the Swingline Lender from Borrower (or other party on behalf
of Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent. Any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph, as their interests may appear. The purchase of participations

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<PAGE>

in a Swingline Loan pursuant to this paragraph shall not relieve Borrower of any
default in the payment thereof.

      2.18 LETTERS OF CREDIT.

            (a) General. Subject to the terms and conditions set forth herein,
Borrower may request the Issuing Bank, and the Issuing Bank agrees, to issue
Letters of Credit for its own account or the account of a Subsidiary in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Revolving Availability Period (provided
that Borrower shall be a co-applicant, and be jointly and severally liable, with
respect to each Letter of Credit issued for the account of a Subsidiary). The
Issuing Bank shall have no obligation to issue, and Borrower shall not request
the issuance of, any Letter of Credit at any time if after giving effect to such
issuance, the LC Exposure would exceed the LC Commitment or the total Revolving
Exposure would exceed the total Revolving Commitments. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by Borrower to, or entered into by Borrower with, the Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.

            (b) Request for Issuance, Amendment, Renewal, Extension; Certain
Conditions and Notices. To request the issuance of a Letter of Credit or the
amendment, renewal or extension of an outstanding Letter of Credit, Borrower
shall deliver, by hand or telecopier (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank), an LC
Request to the Issuing Bank and the Administrative Agent not later than 11:00
a.m. on the third Business Day preceding the requested date of issuance,
amendment, renewal or extension (or such later date and time as is acceptable to
the Issuing Bank).

            A request for an initial issuance of a Letter of Credit shall
specify in form and detail satisfactory to the Issuing Bank:

            (i) the proposed issuance date of the requested Letter of Credit
      (which shall be a Business Day);

            (ii) the amount thereof;

            (iii) the expiry date thereof (which shall not be later than the
      close of business on the Letter of Credit Expiration Date);

            (iv) the name and address of the beneficiary thereof;

            (v) whether the Letter of Credit is to be issued for its own account
      or for the account of one of its Subsidiaries (provided that Borrower
      shall be a co-applicant, and therefore jointly and severally liable, with
      respect to each Letter of Credit issued for the account of a Subsidiary);

            (vi) the documents to be presented by such beneficiary in connection
      with any drawing thereunder;

            (vii) the full text of any certificate to be presented by such
      beneficiary in connection with any drawing thereunder; and

            (viii) such other matters as the Issuing Bank may require.

                                      -51-

<PAGE>

            A request for an amendment, renewal or extension of any outstanding
Letter of Credit shall specify in form and detail satisfactory to the Issuing
Bank:

            (i) the Letter of Credit to be amended, renewed or extended;

            (ii) the proposed date of amendment, renewal or extension thereof
      (which shall be a Business Day);

            (iii) the nature of the proposed amendment, renewal or extension;
      and

            (iv) such other matters as the Issuing Bank may require.

If requested by the Issuing Bank, Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and, upon issuance, amendment, renewal or extension of each
Letter of Credit, Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension, (i) the LC
Exposure shall not exceed the LC Commitment, (ii) the total Revolving Exposures
shall not exceed the total Revolving Commitments and (iii) the conditions set
forth in Article IV in respect of such issuance, amendment, renewal or extension
shall have been satisfied. Unless the Issuing Bank shall agree otherwise, no
Letter of Credit shall be in an initial amount less than $100,000, in the case
of a Commercial Letter of Credit, or $500,000, in the case of a Standby Letter
of Credit.

            Upon the issuance of any Letter of Credit or amendment, renewal,
extension or modification to a Letter of Credit, the Issuing Bank shall promptly
notify the Administrative Agent, who shall promptly notify each Revolving
Lender, thereof, which notice shall be accompanied by a copy of such Letter of
Credit or amendment, renewal, extension or modification to a Letter of Credit
and the amount of such Lender's respective participation in such Letter of
Credit pursuant to Section 2.18(d). On the first Business Day of each calendar
month, the Issuing Bank shall provide to the Administrative Agent a report
listing all outstanding Letters of Credit and the amounts and beneficiaries
thereof and the Administrative Agent shall promptly provide such report to each
Revolving Lender.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) in the case of a Standby Letter
of Credit, (x) the date which is one year after the date of the issuance of such
Standby Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (y) the Letter of Credit
Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the
date that is 180 days after the date of issuance of such Commercial Letter of
Credit (or, in the case of any renewal or extension thereof, 180 days after such
renewal or extension) and (y) the Letter of Credit Expiration Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby irrevocably grants to each Revolving Lender, and each Revolving Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Revolving Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Revolving Lender's Pro Rata Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date
due as provided in Section 2.18(e), or of any reimbursement payment required to
be refunded to Borrower for any reason. Each Revolving Lender acknowledges and

                                      -52-

<PAGE>

agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, or expiration, termination or
cash collateralization of any Letter of Credit and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement.

            (i) If the Issuing Bank shall make any LC Disbursement in respect of
      a Letter of Credit, Borrower shall reimburse such LC Disbursement by
      paying to the Issuing Bank an amount equal to such LC Disbursement not
      later than 3:00 p.m., New York City time, on the date that such LC
      Disbursement is made if Borrower shall have received notice of such LC
      Disbursement prior to 11:00 a.m., New York City time, on such date, or, if
      such notice has not been received by Borrower prior to such time on such
      date, then not later than 3:00 p.m., New York City time, on the Business
      Day immediately following the day that Borrower receives such notice;
      provided that Borrower may, subject to the conditions to borrowing set
      forth herein, request in accordance with Section 2.03 that such payment be
      financed with ABR Revolving Loans or Swingline Loans in an equivalent
      amount and, to the extent so financed, Borrower's obligation to make such
      payment shall be discharged and replaced by the resulting ABR Revolving
      Loans or Swingline Loans.

            (ii) If Borrower fails to make such payment when due, the Issuing
      Bank shall notify the Administrative Agent and the Administrative Agent
      shall notify each Revolving Lender of the applicable LC Disbursement, the
      payment then due from Borrower in respect thereof and such Revolving
      Lender's Pro Rata Percentage thereof. Each Revolving Lender shall pay by
      wire transfer of immediately available funds to the Administrative Agent
      not later than 2:00 p.m., New York City time, on such date (or, if such
      Revolving Lender shall have received such notice later than 12:00 noon,
      New York City time, on any day, not later than 11:00 a.m., New York City
      time, on the immediately following Business Day), an amount equal to such
      Revolving Lender's Pro Rata Percentage of the unreimbursed LC Disbursement
      in the same manner as provided in Section 2.02(c) with respect to
      Revolving Loans made by such Revolving Lender, and the Administrative
      Agent will promptly pay to the Issuing Bank the amounts so received by it
      from the Revolving Lenders. The Administrative Agent will promptly pay to
      the Issuing Bank any amounts received by it from Borrower pursuant to the
      above paragraph prior to the time that any Revolving Lender makes any
      payment pursuant to the preceding sentence and any such amounts received
      by the Administrative Agent from Borrower thereafter will be promptly
      remitted by the Administrative Agent to the Revolving Lenders that shall
      have made such payments and to the Issuing Bank, as appropriate.

            (iii) If any Revolving Lender shall not have made its Pro Rata
      Percentage of such LC Disbursement available to the Administrative Agent
      as provided above, each of such Revolving Lender and Borrower severally
      agrees to pay interest on such amount, for each day from and including the
      date such amount is required to be paid in accordance with the foregoing
      to but excluding the date such amount is paid, to the Administrative Agent
      for the account of the Issuing Bank at (i) in the case of Borrower, the
      rate per annum set forth in Section 2.18(h) and (ii) in the case of such
      Lender, at a rate determined by the Administrative Agent in accordance
      with banking industry rules or practices on interbank compensation.

                                      -53-

<PAGE>

            (f) Obligations Absolute. The Reimbursement Obligation of Borrower
as provided in Section 2.18(e) shall be absolute, unconditional and irrevocable,
and shall be paid and performed strictly in accordance with the terms of this
Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement, or
any term or provision therein; (ii) any draft or other document presented under
a Letter of Credit being proved to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect; (iii) payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or other document that fails to comply with the
terms of such Letter of Credit; (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section 2.18, constitute a legal or equitable discharge of,
or provide a right of setoff against, the obligations of Borrower hereunder; (v)
the fact that a Default shall have occurred and be continuing; or (vi) any
material adverse change in the business, property, results of operations,
prospects or condition, financial or otherwise, of Borrower and its
Subsidiaries. None of the Agents, the Lenders, the Issuing Bank or any of their
Affiliates shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by Borrower to the extent permitted by applicable Requirements of Law) suffered
by Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
give written notice to the Administrative Agent and Borrower of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve Borrower of its Reimbursement Obligation to the Issuing Bank
and the Revolving Lenders with respect to any such LC Disbursement (other than
with respect to the timing of such Reimbursement Obligation set forth in Section
2.18(e)).

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made, the unpaid amount thereof shall bear
interest payable on demand, for each day from and including the date such LC
Disbursement is made to but excluding the date that Borrower reimburses such LC
Disbursement, at the rate per annum determined pursuant to Section 2.06(c).
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the

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<PAGE>

date of payment by any Revolving Lender pursuant to Section 2.18(e) to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such
payment.

            (i) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, Borrower shall deposit on terms and in accounts
satisfactory to the Collateral Agent, in the name of the Collateral Agent and
for the benefit of the Revolving Lenders, an amount in cash equal to the LC
Exposure as of such date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to Borrower described in Section 8.01(g) or (h). Funds so deposited
shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of outstanding Reimbursement
Obligations or, if the maturity of the Loans has been accelerated (but subject
to the consent of Revolving Lenders with LC Exposure representing greater than
50% of the total LC Exposure), be applied to satisfy other Obligations of
Borrower under this Agreement. If Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount plus any accrued interest or realized profits with respect to such
amounts (to the extent not applied as aforesaid) shall be returned to Borrower
within three Business Days after all Events of Default have been cured or
waived.

            (j) Additional Issuing Banks. Borrower may, at any time and from
time to time, designate one or more additional Revolving Lenders to act as an
issuing bank under the terms of this Agreement, with the consent of the
Administrative Agent (which consent shall not be unreasonably withheld), the
Issuing Bank and such Revolving Lender(s). Any Lender designated as an issuing
bank pursuant to this paragraph (j) shall be deemed (in addition to being a
Revolving Lender) to be the Issuing Bank with respect to Letters of Credit
issued or to be issued by such Revolving Lender, and all references herein and
in the other Loan Documents to the term "Issuing Bank" shall, with respect to
such Letters of Credit, be deemed to refer to such Revolving Lender in its
capacity as Issuing Bank, as the context shall require.

            (k) Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign as Issuing Bank hereunder at any time upon at least 30 days' prior notice
to the Lenders, the Administrative Agent and Borrower. The Issuing Bank may be
replaced at any time by written agreement among Borrower, each Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing Bank or any such
additional Issuing Bank. At the time any such resignation or replacement shall
become effective, Borrower shall pay all unpaid fees accrued for the account of
the replaced Issuing Bank pursuant to Section 2.05(c). From and after the
effective date of any such resignation or replacement or addition, as
applicable, (i) the successor or additional Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued by it thereafter and (ii) references herein to
the term "Issuing Bank" shall be deemed to refer to such successor or such
addition or to any previous Issuing Bank, or to such successor or such addition
and all previous Issuing Banks, as the context shall require. After the
resignation or replacement of an Issuing Bank hereunder, the replaced Issuing
Bank shall remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such resignation or replacement, but shall not be
required to issue additional Letters of Credit. If at any time there is more

                                      -55-

<PAGE>

than one Issuing Bank hereunder, Borrower may, in its discretion, select which
Issuing Bank is to issue any particular Letter of Credit.

            (l) Other. The Issuing Bank shall be under no obligation to 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 Issuing
      Bank from issuing such Letter of Credit, or any Requirement of Law
      applicable to the Issuing Bank or any request or directive (whether or not
      having the force of law) from any Governmental Authority with jurisdiction
      over the Issuing Bank shall prohibit, or request that the Issuing Bank
      refrain from, the issuance of letters of credit generally or such Letter
      of Credit in particular or shall impose upon the Issuing Bank with respect
      to such Letter of Credit any restriction, reserve or capital requirement
      (for which the Issuing Bank is not otherwise compensated hereunder) not in
      effect on the Closing Date, or shall impose upon the Issuing Bank any
      unreimbursed loss, cost or expense which was not applicable on the Closing
      Date and which the Issuing Bank in good faith deems material to it; or

            (ii) the issuance of such Letter of Credit would violate one or more
      policies of the Issuing Bank.

The Issuing Bank shall be under no obligation to amend any Letter of Credit if
(A) the Issuing Bank would have no obligation at such time to issue such Letter
of Credit in its amended form under the terms hereof, or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of
Credit.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

            Each Loan Party represents and warrants to the Administrative Agent,
the Collateral Agent, the Issuing Bank and each of the Lenders (with references
to the Companies being references thereto after giving effect to the
Transactions unless otherwise expressly stated) that:

      3.01 ORGANIZATION; POWERS. Each Company (a) is duly organized and validly
existing under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to carry on its business as now conducted and to
own and lease its property and (c) is qualified and in good standing (to the
extent such concept is applicable in the applicable jurisdiction) to do business
in every jurisdiction where such qualification is required, except in such
jurisdictions where the failure to so qualify or be in good standing,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. There is no existing default under any Organizational
Document of any Company or any event which, with the giving of notice or passage
of time or both, would constitute a default by any party thereunder.

      3.02 AUTHORIZATION; ENFORCEABILITY. The Transactions to be entered into by
each Loan Party are within such Loan Party's powers and have been duly
authorized by all necessary action on the part of such Loan Party. This
Agreement has been duly executed and delivered by each Loan Party and
constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,

                                      -56-

<PAGE>

moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

      3.03 NO CONFLICTS. Except as set forth on Schedule 3.03, the Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect, (ii) filings necessary to
perfect Liens created by the Loan Documents and (iii) consents, approvals,
registrations, filings, permits or actions the failure to obtain or perform
which could not reasonably be expected to result in a Material Adverse Effect,
(b) will not violate the Organizational Documents of any Company, (c) will not
violate any Requirement of Law, (d) will not violate or result in a default or
require any consent or approval under any indenture, agreement or other
instrument binding upon any Company or its property, or give rise to a right
thereunder to require any payment to be made by any Company, except for
violations, defaults or the creation of such rights that could not reasonably be
expected to result in a Material Adverse Effect, and (e) will not result in the
creation or imposition of any Lien on any property of any Company, except Liens
created by the Loan Documents and Permitted Liens.

      3.04 FINANCIAL STATEMENTS; PROJECTIONS.

            (a) Historical Financial Statements. Borrower has heretofore
delivered to the Lenders the consolidated balance sheets and related statements
of income, stockholders' equity and cash flows of Borrower and the Acquired
Business (i) as of and for the fiscal years ended December 31, 2001, December
31, 2002 and December 31, 2003, audited by and accompanied by the unqualified
opinion of Grant Thornton LLP, with respect to the Borrower, and KPMG LLP (for
the 2001 and 2002 fiscal years) and PricewaterhouseCoopers LLC (for the 2003
fiscal year) with respect to the Acquired Business, in each case, independent
public accountants, and (ii) as of and for the nine-month period ended September
30, 2004 and for the comparable period of the preceding fiscal year, in each
case, certified by the chief financial officer of Borrower. Such financial
statements and all financial statements delivered pursuant to Sections 5.01(a),
(b) and (c) have been prepared in accordance with GAAP and present fairly the
financial condition and results of operations and cash flows of Borrower and the
Acquired Business, as applicable, as of the dates and for the periods to which
they relate.

            (b) No Liabilities. Except as set forth in the financial statements
referred to in Section 3.04(a), there are no liabilities of any Company of any
kind, whether accrued, contingent, absolute, determined, determinable or
otherwise, which could reasonably be expected to result in a Material Adverse
Effect, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in such a liability, other than
liabilities under the Loan Documents and the Senior Note Documents. Since
December 31, 2003, there has been no event, change, circumstance or occurrence
that, individually or in the aggregate, has had or could reasonably be expected
to result in a Material Adverse Effect.

            (c) Pro Forma Financial Statements. Borrower has heretofore
delivered to the Lenders Borrower's unaudited pro forma consolidated balance
sheet and statements of income and cash flows and pro forma EBITDA, for the
fiscal year ended December 31, 2003, and as of and for each of the fiscal
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and for the
four-quarter period ended September 30, 2004, in each case after giving effect
to the Transactions as if they had occurred on such date in the case of the
balance sheet and as of the beginning of all periods presented in the case of
the statements of income and cash flows. Such pro forma financial statements
have been prepared in good faith by the Loan Parties, based on the assumptions
stated therein (which assumptions are believed by the Loan Parties on the date
hereof and on the Closing Date to be reasonable), are based on the best
information available to the Loan Parties as of the date of delivery thereof,
accurately reflect

                                      -57-

<PAGE>

all adjustments required to be made to give effect to the Transactions
(including such other adjustments reasonably satisfactory to the Administrative
Agent), and present fairly in all material respects the pro forma consolidated
financial position and results of operations of Borrower as of such date and for
such periods, assuming that the Transactions had occurred at such dates (in each
case, subject to the absence of footnotes).

            (d) Forecasts. The forecasts of financial performance of Borrower
and its subsidiaries furnished to the Lenders have been prepared in good faith
by Borrower and based on assumptions believed by Borrower to reasonable.

      3.05 PROPERTIES.

            (a) Generally. Each Company has good title to, or valid leasehold
interests in, all its property material to its business, free and clear of all
Liens except for, in the case of Collateral, Permitted Collateral Liens and, in
the case of all other material property, Permitted Liens and minor
irregularities or deficiencies in title that, individually or in the aggregate,
do not interfere with its ability to conduct its business as currently conducted
or to utilize such property for its intended purpose. The property of the
Companies, taken as a whole, (i) is in good operating order, condition and
repair (ordinary wear and tear excepted) and (ii) constitutes all the property
which is required for the business and operations of the Companies as presently
conducted.

            (b) Real Property. Schedule 7 to the Perfection Certificate dated
the Closing Date contain a true and complete list of each interest in (i) Real
Property owned by any Company as of the date hereof and describes the type of
interest therein held by such Company and whether such owned Real Property is
leased and if leased whether the underlying Lease contains any option to
purchase all or any portion of such Real Property or any interest therein or
contains any right of first refusal relating to any sale of such Real Property
or any portion thereof or interest therein and (ii) Real Property located in the
United States and material Real Property located outside the United States, in
each case leased, subleased or otherwise occupied or utilized by any Company, as
lessee, sublessee, franchisee or licensee, as of the date hereof and describes
the type of interest therein held by such Company and, in each of the cases
described in clauses (i) and (ii) of this Section 3.05(b), whether any Lease
requires the consent of the landlord or tenant thereunder, or other party
thereto, to the Transactions.

            (c) No Casualty Event. No Company has received any notice of, nor
has any knowledge of, the occurrence or pendency or contemplation of any
Casualty Event affecting all or any portion of its property. No Mortgage
encumbers improved Real Property that is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having
special flood hazards within the meaning of the National Flood Insurance Act of
1968 unless flood insurance available under such Act has been obtained in
accordance with Section 5.04.

            (d) Collateral. Each Company owns or has rights to use all of the
Collateral and all rights with respect to any of the foregoing used in,
necessary for or material to each Company's business as currently conducted. The
use by each Company of such Collateral and all such rights with respect to the
foregoing do not infringe on the rights of any person other than such
infringement which could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect. No claim has been made and
remains outstanding that any Company's use of any Collateral does or may violate
the rights of any third party that could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

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<PAGE>

      3.06 INTELLECTUAL PROPERTY.

            (a) Ownership/No Claims. Each Loan Party owns, or is licensed to
use, all patents, patent applications, trademarks, trade names, servicemarks,
copyrights, technology, trade secrets, proprietary information, domain names,
know-how and processes necessary for the conduct of its business as currently
conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or
license which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No claim has been asserted and
is pending by any person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does any Loan Party know of any valid basis for any such claim.
The use of such Intellectual Property by each Loan Party does not infringe the
rights of any person, except for such claims and infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

            (b) Registrations. Except pursuant to licenses and other user
agreements entered into by each Loan Party in the ordinary course of business
that are listed in Schedule 13(a) or 13(b) to the Perfection Certificate, on and
as of the date hereof (i) each Loan Party owns and possesses the right to use,
and has done nothing to authorize or enable any other person to use, any
copyright, patent or trademark (as such terms are defined in the Security
Agreement) listed in Schedule 13(a) or 13(b) to the Perfection Certificate and
(ii) all registrations listed in Schedule 13(a) or 13(b) to the Perfection
Certificate are valid and in full force and effect.

            (c) No Violations or Proceedings. To each Loan Party's knowledge, on
and as of the date hereof, there is no material violation by others of any right
of such Loan Party with respect to any copyright, patent or trademark listed in
Schedule 13(a) or 13(b) to the Perfection Certificate, pledged by it under the
name of such Loan Party.

      3.07 EQUITY INTERESTS AND SUBSIDIARIES.

            (a) Equity Interests. Schedules 1(a) and 10 to the Perfection
Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries
of Borrower and their jurisdictions of organization as of the Closing Date and
(ii) the number of each class of its Equity Interests authorized, and the number
outstanding, on the Closing Date and the number of shares covered by all
outstanding options, warrants, rights of conversion or purchase and similar
rights at the Closing Date. All Equity Interests of each Company are duly and
validly issued and are fully paid and non-assessable, and, other than the Equity
Interests of Borrower, are owned by Borrower, directly or indirectly through
Wholly Owned Subsidiaries. Each Loan Party is the record and beneficial owner
of, and has good and marketable title to, the Equity Interests pledged by it
under the Security Agreement, free of any and all Liens, rights or claims of
other persons, except the security interest created by the Security Agreement,
and there are no outstanding warrants, options or other rights to purchase, or
shareholder, voting trust or similar agreements outstanding with respect to, or
property that is convertible into, or that requires the issuance or sale of, any
such Equity Interests.

            (b) No Consent of Third Parties Required. No consent of any person
including any other general or limited partner, any other member of a limited
liability company, any other shareholder or any other trust beneficiary is
necessary or reasonably desirable (from the perspective of a secured party) in
connection with the creation, perfection or first priority status of the
security interest of the Collateral Agent in any Equity Interests pledged to the
Collateral Agent for the benefit of the Secured Parties under the Security
Agreement or the exercise by the Collateral Agent of the voting or other rights
provided for in the Security Agreement or the exercise of remedies in respect
thereof.

                                      -59-

<PAGE>

            (c) Organizational Chart. An accurate organizational chart, showing
the ownership structure of Borrower and each Subsidiary on the Closing Date, and
after giving effect to the Transactions, is set forth on Schedule 10 to the
Perfection Certificate dated the Closing Date.

      3.08 LITIGATION; COMPLIANCE WITH LAWS. There are no actions, suits or
proceedings at law or in equity by or before any Governmental Authority now
pending or, to the knowledge of any Company, threatened against or affecting any
Company or any business, property or rights of any Company (i) that involve any
Loan Document or any of the Transactions or (ii) as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect. Except for matters covered by Section 3.18,
no Company or any of its property is in violation of, nor will the continued
operation of its property as currently conducted violate, any Requirements of
Law (including any zoning or building ordinance, code or approval or any
building permits) or any restrictions of record or agreements affecting any
Company's Real Property or is in default with respect to any Requirement of Law,
where such violation or default, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

      3.09 AGREEMENTS. No Company is a party to any agreement or instrument or
subject to any corporate or other constitutional restriction that has resulted
or could reasonably be expected to result in a Material Adverse Effect. No
Company is in default in any manner under any provision of any indenture or
other agreement or instrument evidencing Indebtedness, or any other agreement or
instrument to which it is a party or by which it or any of its property is or
may be bound, where such default could reasonably be expected to result in a
Material Adverse Effect, and no condition exists which, with the giving of
notice or the lapse of time or both, would constitute such a default. Schedule
3.09 accurately and completely lists all material agreements (other than leases
of Real Property set forth on Schedule 7 to the Perfection Certificate dated the
Closing Date) to which any Company is a party which are in effect on the date
hereof in connection with the operation of the business conducted thereby and
Borrower has delivered to the Administrative Agent complete and correct copies
of all such material agreements, including any amendments, supplements or
modifications with respect thereto, and all such agreements are in full force
and effect, or has filed copies of such agreements in public filings with the
U.S. Securities and Exchange Commission.

      3.10 FEDERAL RESERVE REGULATIONS. No Company is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan
or any Letter of Credit will be used, whether directly or indirectly, and
whether immediately, incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions of the regulations of
the Board, including Regulation T, U or X. The pledge of the Securities
Collateral pursuant to the Security Agreement does not violate such regulations.

      3.11 INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT. No
Company is (a) an "investment company" or a company "controlled" by an
"investment company," as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, or (b) a "holding company," an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.

      3.12 USE OF PROCEEDS. Borrower will use the proceeds of (a) the Term
Loans, to effect the Acquisition and pay related fees and expenses and (b) the
Revolving Loans and Swingline Loans on and after the Closing Date to effect the
Refinancing in an aggregate amount not to exceed $5.0 million on the Closing
Date and for general corporate purposes (including to effect Permitted
Acquisitions); provided that, the proceeds of the Revolving Loans and Swingline
Loans may not be used to make cash payments

                                      -60-

<PAGE>

to the holders of the Senior Notes upon the conversion of the Senior Notes in
accordance with the Senior Notes Agreement.

      3.13 TAXES. Except as set forth on Schedule 3.13, each Company has (a)
timely filed or caused to be timely filed all federal Tax Returns and all
material state, local and foreign Tax Returns or materials required to have been
filed by it and all such Tax Returns are true and correct in all material
respects and (b) duly and timely paid, collected or remitted or caused to be
duly and timely paid, collected or remitted all Taxes (whether or not shown on
any Tax Return) due and payable, collectible or remittable by it and all
assessments received by it, except Taxes (i) that are being contested in good
faith by appropriate proceedings and for which such Company has set aside on its
books adequate reserves in accordance with GAAP and (ii) which could not,
individually or in the aggregate, have a Material Adverse Effect. Each Company
has made adequate provision in accordance with GAAP for all Taxes not yet due
and payable. Each Company is unaware of any proposed or pending tax assessments,
deficiencies or audits that could be reasonably expected to, individually or in
the aggregate, result in a Material Adverse Effect. No Company has ever been a
party to any understanding or arrangement constituting a "tax shelter" within
the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of
the Code, or has ever "participated" in a "reportable transaction" within the
meaning of Treasury Regulation Section 1.6011-4, except as could not be
reasonably expected to, individually or in the aggregate, result in a Material
Adverse Effect.

      3.14 NO MATERIAL MISSTATEMENTS. No information, report, financial
statement, certificate, Borrowing Request, LC Request, exhibit or schedule
furnished by or on behalf of any Company to the Administrative Agent or any
Lender in connection with the negotiation of any Loan Document or included
therein or delivered pursuant thereto, taken as a whole, or the Confidential
Information Memorandum contained or contains any material misstatement of fact
or omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were or are made,
not misleading as of the date such information is dated or certified; provided
that to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection, each Company
represents only that it acted in good faith and utilized reasonable assumptions
and due care in the preparation of such information, report, financial
statement, exhibit or schedule.

      3.15 LABOR MATTERS. As of the date hereof and the Closing Date, there are
no strikes, lockouts or slowdowns against any Company pending or, to the
knowledge of any Company, threatened. The hours worked by and payments made to
employees of any Company have not been in violation of the Fair Labor Standards
Act of 1938, as amended, or any other applicable federal, state, local or
foreign law dealing with such matters in any manner which could reasonably be
expected to result in a Material Adverse Effect. All payments due from any
Company, or for which any claim may be made against any Company, on account of
wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of such Company except where the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect. The consummation of the Transactions will not give rise to any
right of termination or right of renegotiation on the part of any union under
any collective bargaining agreement to which any Company is bound.

      3.16 SOLVENCY. Immediately after the consummation of the Transactions to
occur on the Closing Date and immediately following the making of each Loan and
after giving effect to the application of the proceeds of each Loan, (a) the
fair value of the properties of each Loan Party (individually and on a
consolidated basis with its Subsidiaries) will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of each Loan Party (individually and on a consolidated basis with
its Subsidiaries) will be greater than the amount that

                                      -61-

<PAGE>

will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Loan Party (individually and
on a consolidated basis with its Subsidiaries) will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) each Loan Party (individually
and on a consolidated basis with its Subsidiaries) will not have unreasonably
small capital with which to conduct its business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.

      3.17 EMPLOYEE BENEFIT PLANS. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in liability of any Company or any of its
ERISA Affiliates or the imposition of a Lien on any of the property of any
Company, which liability or Lien could in any event have a Material Adverse
Effect. The present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$250,000 the fair market value of the property of all such underfunded Plans.
Using actuarial assumptions and computation methods consistent with subpart I of
subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or
its ERISA Affiliates to all Multiemployer Plans in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Multiemployer Plan, could not reasonably be expected to result in a
Material Adverse Effect.

            To the extent applicable, each Foreign Plan has been maintained in
substantial compliance with its terms and with the requirements of any and all
applicable Requirements of Law and has been maintained, where required, in good
standing with applicable regulatory authorities. No Company has incurred any
material obligation in connection with the termination of or withdrawal from any
Foreign Plan. The present value of the accrued benefit liabilities (whether or
not vested) under each Foreign Plan which is funded, determined as of the end of
the most recently ended fiscal year of the respective Company on the basis of
actuarial assumptions, each of which is reasonable, did not exceed the current
value of the property of such Foreign Plan, and for each Foreign Plan which is
not funded, the obligations of such Foreign Plan are properly accrued.

      3.18 ENVIRONMENTAL MATTERS.

            (a) Except as, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect:

            (i) The Companies and their businesses, operations and Real Property
      are in compliance with, and the Companies have no liability under, any
      applicable Environmental Law; and, under the currently effective business
      plan of the Companies, no expenditures or operational adjustments will be
      required in order to comply with applicable Environmental Laws during the
      next five years;

            (ii) The Companies have obtained all Environmental Permits required
      for the conduct of their businesses and operations, and the ownership,
      operation and use of their property, under Environmental Law, all such
      Environmental Permits are valid and in good standing, the Companies and
      their businesses are in compliance with all and have not violated any such
      Environmental Permits and, under the currently effective business plan of
      the Companies, no expenditures or operational adjustments will be required
      in order to renew or modify such Environmental Permits during the next
      five years;

                                      -62-

<PAGE>

            (iii) There has been no Release or threatened Release of Hazardous
      Material on, at, under or from any Real Property or facility presently or
      formerly owned, leased or operated by the Companies or their predecessors
      in interest that could result in liability by the Companies under any
      applicable Environmental Law;

            (iv) There is no Environmental Claim pending or, to the knowledge of
      the Companies, threatened against the Companies, or relating to the Real
      Property currently or formerly owned, leased or operated by the Companies
      or relating to the operations of the Companies or their predecessors in
      interest (including, without limitation, the transportation, treatment or
      disposal of any Hazardous Material at any location), and there are no
      actions, activities, circumstances, conditions, events or incidents
      (including, without limitation, any written request for information under
      or relating to the federal CERCLA or any similar Environmental Law) that
      could form the basis of such an Environmental Claim; and

            (v) No person with an indemnity or contribution obligation to the
      Companies relating to compliance with or liability under Environmental Law
      is in default with respect to such obligation.

            (b) Except as set forth in Schedule 3.18:

            (i) No Company is obligated to perform any action or otherwise incur
      any expense under Environmental Law pursuant to any order, decree,
      judgment or agreement by which it is bound or has assumed by contract,
      agreement or operation of law, and no Company is conducting or financing
      any Response pursuant to any Environmental Law with respect to any Real
      Property or any other location;

            (ii) No Real Property or facility owned, operated or leased by the
      Companies and, to the knowledge of the Companies, no Real Property or
      facility formerly owned, operated or leased by the Companies or any of
      their predecessors in interest is (i) listed or proposed for listing on
      the National Priorities List promulgated pursuant to CERCLA or (ii) listed
      on the Comprehensive Environmental Response, Compensation and Liability
      Information System promulgated pursuant to CERCLA or (iii) included on any
      similar list maintained by any Governmental Authority including any such
      list relating to petroleum;

            (iii) No Lien has been recorded or, to the knowledge of any Company,
      threatened under any Environmental Law with respect to any Real Property
      or other assets of the Companies;

            (iv) The execution, delivery and performance of this Agreement and
      the consummation of the transactions contemplated hereby will not require
      any notification, registration, filing, reporting, disclosure,
      investigation, remediation or cleanup pursuant to any Governmental Real
      Property Disclosure Requirements or any other applicable Environmental
      Law; and

            (v) The Companies have made available to the Lenders all material
      records and files in the possession, custody or control of, or otherwise
      reasonably available to, the Companies concerning compliance with or
      liability under Environmental Law, including those concerning the actual
      or suspected existence of Hazardous Material at Real Property or
      facilities currently or formerly owned, operated, leased or used by the
      Companies.

                                      -63-

<PAGE>

      3.19 INSURANCE. Schedule 3.19 sets forth a true, complete and correct
description of all insurance maintained by each Company as of the Closing Date.
All insurance maintained by the Companies is in full force and effect, all
premiums have been duly paid, no Company has received notice of violation or
cancellation thereof, the Premises, and the use, occupancy and operation
thereof, comply in all material respects with all Insurance Requirements, and
there exists no default under any Insurance Requirement. Each Company has
insurance in such amounts and covering such risks and liabilities as are
customary for companies of a similar size engaged in similar businesses in
similar locations.

      3.20 SECURITY DOCUMENTS.

            (a) Security Agreement. The Security Agreement is effective to
create in favor of the Collateral Agent for the benefit of the Secured Parties,
legal, valid and enforceable Liens on, and security interests in, the Security
Agreement Collateral and, when (i) financing statements and other filings in
appropriate form are filed in the offices specified on Schedule 7 to the
Perfection Certificate and (ii) upon the taking of possession or control by the
Collateral Agent of the Security Agreement Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by each Security
Agreement), the Liens created by the Security Agreement shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of
the grantors thereunder in the Security Agreement Collateral (other than such
Security Agreement Collateral in which a security interest cannot be perfected
under the UCC as in effect at the relevant time in the relevant jurisdiction),
in each case subject to no Liens other than Permitted Collateral Liens.

            (b) Copyright Office Filing. When the Security Agreement or a short
form thereof is filed in the United States Copyright Office, the Liens created
by such Security Agreement shall constitute fully perfected Liens on, and
security interests in, all right, title and interest of the grantors thereunder
in the Registered Copyrights and Registered Copyright Licenses (each as defined
in such Security Agreement), in each case subject to no Liens other than
Permitted Collateral Liens.

            (c) Mortgages. Each Mortgage is effective to create, in favor of the
Collateral Agent, for its benefit and the benefit of the Secured Parties, legal,
valid and enforceable first priority Liens on, and security interests in, all of
the Loan Parties' right, title and interest in and to the Mortgaged Properties
thereunder and the proceeds thereof, subject only to Permitted Collateral Liens
or other Liens acceptable to the Collateral Agent, and when the Mortgages are
filed in the offices specified on Schedule 6 to the Perfection Certificate dated
the Closing Date (or, in the case of any Mortgage executed and delivered after
the date thereof in accordance with the provisions of Sections 5.11 and 5.12,
when such Mortgage is filed in the offices specified in the local counsel
opinion delivered with respect thereto in accordance with the provisions of
Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens
on, and security interests in, all right, title and interest of the Loan Parties
in the Mortgaged Properties and the proceeds thereof, in each case prior and
superior in right to any other person, other than Liens permitted by such
Mortgage.

            (d) Valid Liens. Each Security Document delivered pursuant to
Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective
to create in favor of the Collateral Agent, for the benefit of the Secured
Parties, legal, valid and enforceable Liens on, and security interests in, all
of the Loan Parties' right, title and interest in and to the Collateral
thereunder, and when all appropriate filings or recordings are made in the
appropriate offices as may be required under applicable law, such Security
Document will constitute fully perfected Liens on, and security interests in,
all right, title and interest of the Loan Parties in such Collateral, in each
case subject to no Liens other than the applicable Permitted Collateral Liens.

                                      -64-

<PAGE>

      3.21 ACQUISITION DOCUMENTS; REPRESENTATIONS AND WARRANTIES IN ACQUISITION
AGREEMENT. Schedule 3.21 lists (i) each exhibit, schedule, annex or other
attachment to the Acquisition Agreement and (ii) each agreement, certificate,
instrument, letter or other document contemplated by the Acquisition Agreement
or any item referred to in clause (i) to be entered into, executed or delivered
or to become effective in connection with the Acquisition or otherwise entered
into, executed or delivered in connection with the Acquisition. The Lenders have
been furnished true and complete copies of each Acquisition Document to the
extent executed and delivered on or prior to the Closing Date. All
representations and warranties of each Company set forth in the Acquisition
Agreement were true and correct in all material respects as of the time such
representations and warranties were made and shall be true and correct in all
material respects as of the Closing Date as if such representations and
warranties were made on and as of such date, unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date.

      3.22 ANTI-TERRORISM LAW. (a) No Loan Party and, to the knowledge of the
Loan Parties, none of its Affiliates is in violation of any Requirement of Law
relating to terrorism or money laundering ("ANTI-TERRORISM LAWS"), including
Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001
(the "EXECUTIVE ORDER"), and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56.

            (b) No Loan Party and to the knowledge of the Loan Parties, no
Affiliate or broker or other agent of any Loan Party acting or benefiting in any
capacity in connection with the Loans is any of the following:

            (i) a person that is listed in the annex to, or is otherwise subject
      to the provisions of, the Executive Order;

            (ii) a person owned or controlled by, or acting for or on behalf of,
      any person that is listed in the annex to, or is otherwise subject to the
      provisions of, the Executive Order;

            (iii) a person with which any Lender is prohibited from dealing or
      otherwise engaging in any transaction by any Anti-Terrorism Law;

            (iv) a person that commits, threatens or conspires to commit or
      supports "terrorism" as defined in the Executive Order; or

            (v) a person that is named as a "specially designated national and
      blocked person" on the most current list published by the U.S. Treasury
      Department Office of Foreign Assets Control ("OFAC") at its official
      website or any replacement website or other replacement official
      publication of such list.

            (c) No Loan Party and, to the knowledge of the Loan Parties, no
broker or other agent of any Loan Party acting in any capacity in connection
with the Loans (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any person
described in paragraph (b) above, (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant
to the Executive Order, or (iii) engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.

                                      -65-

<PAGE>

                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

      4.01 CONDITIONS TO INITIAL CREDIT EXTENSION. The obligation of each Lender
and, if applicable, each Issuing Bank to fund the initial Credit Extension
requested to be made by it shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this Section 4.01.

            (a) Loan Documents. All legal matters incident to this Agreement,
      the Credit Extensions hereunder and the other Loan Documents shall be
      satisfactory to the Lenders, to the Issuing Bank and to the Administrative
      Agent and there shall have been delivered to the Administrative Agent an
      executed counterpart of each of the Loan Documents and the Perfection
      Certificate.

            (b) Corporate Documents. The Administrative Agent shall have
      received:

            (i) a certificate of the secretary or assistant secretary of each
      Loan Party dated the Closing Date, certifying (A) that attached thereto is
      a true and complete copy of each Organizational Document of such Loan
      Party certified (to the extent applicable) as of a recent date by the
      Secretary of State of the state of its organization, (B) that attached
      thereto is a true and complete copy of resolutions duly adopted by the
      Board of Directors of such Loan Party authorizing the execution, delivery
      and performance of the Loan Documents to which such person is a party and,
      in the case of Borrower, the borrowings hereunder, and that such
      resolutions have not been modified, rescinded or amended and are in full
      force and effect and (C) as to the incumbency and specimen signature of
      each officer executing any Loan Document or any other document delivered
      in connection herewith on behalf of such Loan Party (together with a
      certificate of another officer as to the incumbency and specimen signature
      of the secretary or assistant secretary executing the certificate in this
      clause (i));

            (ii) a certificate as to the good standing of each Loan Party (in
      so-called "long-form" if available) as of a recent date, from such
      Secretary of State (or other applicable Governmental Authority); and

            (c) such other documents as the Lenders, the Issuing Bank or the
      Administrative Agent may reasonably request.

            (d) Officers' Certificate. The Administrative Agent shall have
      received a certificate, dated the Closing Date and signed by the chief
      executive officer and the chief financial officer of Borrower, confirming
      compliance with the conditions precedent set forth in this Section 4.01
      and Sections 4.02(b), (c) and (d).

            (e) Financings and Other Transactions, Etc.

            (i) The Transactions shall have been consummated or shall be
      consummated simultaneously on the Closing Date, in each case in all
      material respects in accordance with the terms hereof and the terms of the
      Transaction Documents, without the waiver or amendment of any such terms
      not approved by the Administrative Agent, the Arranger and the Lenders
      other than any waiver or amendment thereof that is not materially adverse
      to the interests of the Lenders.

                                      -66-

<PAGE>

            (ii) The Equity Financing shall have been consummated. The terms of
      the Equity Financing shall not require any payments or other distributions
      of cash or property in respect thereof other than payments in kind, or any
      purchases, redemptions or other acquisitions thereof for cash or property
      other than payments in kind, in each case prior to the payment in full of
      all obligations under the Loan Documents, except as permitted by the Loan
      Documents.

            (iii) The Lenders shall be satisfied with the management,
      capitalization, the terms and conditions of any equity arrangements and
      the corporate or other organizational structure of the Companies (after
      giving effect to the Transactions) and any indemnities, employment and
      other arrangements entered into in connection with the Transactions.

            (iv) The Refinancing shall have been consummated in full to the
      satisfaction of the Lenders with all liens in favor of the existing
      lenders being unconditionally released; the Administrative Agent shall
      have received a "pay-off" letter in form and substance reasonably
      satisfactory to the Administrative Agent with respect to all debt being
      refinanced in the Refinancing; and the Administrative Agent shall have
      received from any person holding any Lien securing any such debt, such UCC
      termination statements, mortgage releases, releases of assignments of
      leases and rents, releases of security interests in Intellectual Property
      and other instruments, in each case in proper form for recording, as the
      Administrative Agent shall have reasonably requested to release and
      terminate of record the Liens securing such debt.

            (f) Financial Statements; Pro Forma Balance Sheet; Projections. The
      Lenders shall have received and shall be satisfied with the form and
      substance of the financial statements described in Section 3.04 and with
      the forecasts of the financial performance of Borrower, the Acquired
      Business and their respective Subsidiaries.

            (g) Indebtedness and Minority Interests. After giving effect to the
      Transactions and the other transactions contemplated hereby, no Company
      shall have outstanding any Indebtedness or preferred stock other than (i)
      the Loans and Credit Extensions hereunder, (ii) the Senior Notes, (iii)
      the Indebtedness listed on Schedule 6.01(b) and (iv) Indebtedness owed to
      Borrower or any Subsidiary Guarantor.

            (h) The consolidated combined EBITDA of Borrower and the Acquired
      Business for the four-quarter period ending on September 30, 2004 shall
      not be less than $49.7 million.

            (i) The ratio of pro forma consolidated total combined Indebtedness
      of Borrower and the Acquired Business at the Closing Date to the
      consolidated combined EBITDA of Borrower and the Acquired Business for
      Borrower's most recently ended four fiscal quarters for which financial
      statements are available shall not exceed 5.6 to 1.0.

            (j) Opinions of Counsel. The Administrative Agent shall have
      received, (i) on behalf of itself, the other Agents, the Arranger, the
      Lenders and the Issuing Bank, a favorable written opinion of (A) Buchanan
      Ingersoll PC, special New York counsel for the Loan Parties, substantially
      to the effect set forth in Exhibit N-1, (B) each local counsel listed on
      Schedule 4.01(j), substantially to the effect set forth in Exhibit N-2,
      and (C) Buchanan Ingersoll PC, special FDA counsel for the Loan Parties,
      in each case (1) dated the Closing Date, (2) addressed to the Agents, the
      Issuing Bank and the Lenders, (3) covering such other matters relating to
      the Loan Documents and the Transactions as the Administrative Agent shall
      reasonably request, and (4) in the case of clause (C), covering such
      matters under the purview of the U.S. Food and Drug Administration as the
      Administrative Agent shall reasonably request,

                                      -67-

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      and (ii) a copy of each legal opinion delivered under the other
      Transaction Documents, accompanied by reliance letters from the party
      delivering such opinion authorizing the Agents, Lenders and the Issuing
      Bank to rely thereon as if such opinion were addressed to them.

            (k) Solvency Certificate and Other Reports. The Lenders shall have
      received all other reports and opinions of appraisers, consultants or
      other advisors retained by it to review the business, operation or
      condition of Borrower and its subsidiaries giving effect to the
      Transactions, and shall be satisfied with such reports and opinions. The
      Administrative Agent shall have received a solvency certificate in the
      form of Exhibit O, dated the Closing Date and signed by the chief
      financial officer of Borrower.

            (l) Requirements of Law. The Lenders shall be satisfied that
      Borrower, its Subsidiaries and the Transactions shall be in full
      compliance with all material Requirements of Law, including Regulations T,
      U and X of the Board, and shall have received satisfactory evidence of
      such compliance reasonably requested by them.

            (m) Consents. The Lenders shall be satisfied that all requisite
      Governmental Authorities and material third parties shall have approved or
      consented to the Transactions, and there shall be no governmental or
      judicial action, actual or threatened, that has or would have, singly or
      in the aggregate, a reasonable likelihood of restraining, preventing or
      imposing burdensome conditions on the Transactions or the other
      transactions contemplated hereby.

            (n) Litigation. There shall be no litigation, public or private, or
      administrative proceedings, governmental investigation or other legal or
      regulatory developments, actual or threatened, that, singly or in the
      aggregate, could reasonably be expected to result in a Material Adverse
      Effect, or could materially and adversely affect the ability of Borrower
      and the Subsidiaries to fully and timely perform their respective
      obligations under the Transaction Documents, or the ability of the parties
      to consummate the financings contemplated hereby or the other
      Transactions.

            (o) Sources and Uses. The sources and uses of the Loans shall be as
      set forth in Section 3.12.

            (p) Fees. The Arranger and Administrative Agent shall have received
      all Fees and other amounts due and payable on or prior to the Closing
      Date, including, to the extent invoiced, reimbursement or payment of all
      out-of-pocket expenses (including the reasonable legal fees and expenses
      of Simpson Thacher & Bartlett LLP, special counsel to the Agents, and the
      reasonable fees and expenses of any local counsel, foreign counsel,
      appraisers, consultants and other advisors) required to be reimbursed or
      paid by Borrower hereunder or under any other Loan Document.

            (q) Personal Property Requirements. The Collateral Agent shall have
      received:

            (i) all certificates, agreements or instruments representing or
      evidencing the Securities Collateral accompanied by instruments of
      transfer and stock powers undated and endorsed in blank;

            (ii) the Intercompany Note executed by and among Borrower and each
      of its Subsidiaries, accompanied by instruments of transfer undated and
      endorsed in blank;

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<PAGE>

            (iii) Subject to Section 6.22, all other certificates, agreements,
      including instruments necessary to perfect the Collateral Agent's security
      interest in all Chattel Paper, all Instruments and all Investment Property
      of each Loan Party (as each such term is defined in the Security Agreement
      and to the extent required by the Security Agreement);

            (iv) UCC financing statements in appropriate form for filing under
      the UCC, filings with the United States Patent and Trademark Office and
      United States Copyright Office and such other documents under applicable
      Requirements of Law in each jurisdiction as may be necessary or
      appropriate or, in the opinion of the Collateral Agent, desirable to
      perfect the Liens created, or purported to be created, by the Security
      Documents and, with respect to all UCC financing statements required to be
      filed pursuant to the Loan Documents, evidence satisfactory to the
      Administrative Agent that Borrower has retained, at its sole cost and
      expense, a service provider acceptable to the Administrative Agent for the
      tracking of all such financing statements and notification to the
      Administrative Agent, of, among other things, the upcoming lapse or
      expiration thereof;

            (v) certified copies of UCC, United States Patent and Trademark
      Office and United States Copyright Office, tax and judgment lien searches,
      bankruptcy and pending lawsuit searches or equivalent reports or searches,
      each of a recent date listing all effective financing statements, lien
      notices or comparable documents that name any Loan Party as debtor and
      that are filed in those state and county jurisdictions in which any
      property of any Loan Party is located and the state and county
      jurisdictions in which any Loan Party is organized or maintains its
      principal place of business and such other searches that the Collateral
      Agent deems necessary or appropriate, none of which encumber the
      Collateral covered or intended to be covered by the Security Documents
      (other than Permitted Collateral Liens or any other Liens acceptable to
      the Collateral Agent);

            (vi) with respect to each location set forth on Schedule
      4.01(q)(iv), a Landlord Access Agreement or Bailee Letter, as applicable;
      provided that no such Landlord Access Agreement shall be required with
      respect to any Real Property that could not be obtained after the Loan
      Party that is the lessee or owner of the inventory or other personal
      property Collateral stored with the bailee thereof, as applicable, shall
      have used all commercially reasonable efforts to do so; and

            (vii) evidence acceptable to the Collateral Agent of payment or
      arrangements for payment by the Loan Parties of all applicable recording
      taxes, fees, charges, costs and expenses required for the recording of the
      Security Documents.

            (r) Real Property Requirements. The Collateral Agent shall have
      received:

            (i) a Mortgage encumbering each Mortgaged Property in favor of the
      Collateral Agent, for the benefit of the Secured Parties, duly executed
      and acknowledged by each Loan Party that is the owner of or holder of any
      interest in such Mortgaged Property, and otherwise in form for recording
      in the recording office of each applicable political subdivision where
      each such Mortgaged Property is situated, together with such certificates,
      affidavits, questionnaires or returns as shall be required in connection
      with the recording or filing thereof to create a lien under applicable
      Requirements of Law, and such financing statements and any other
      instruments necessary to grant a mortgage lien under the laws of any
      applicable jurisdiction, all of which shall be in form and substance
      reasonably satisfactory to Collateral Agent;

                                      -69-

<PAGE>

            (ii) with respect to each Mortgaged Property, such consents,
      approvals, amendments, supplements, estoppels, tenant subordination
      agreements or other instruments as necessary to consummate the
      Transactions or as shall reasonably be deemed necessary by the Collateral
      Agent in order for the owner or holder of the fee or leasehold interest
      constituting such Mortgaged Property to grant the Lien contemplated by the
      Mortgage with respect to such Mortgaged Property;

            (iii) with respect to each Mortgage, a policy of title insurance (or
      marked up title insurance commitment having the effect of a policy of
      title insurance) insuring the Lien of such Mortgage as a valid first
      mortgage Lien on the Mortgaged Property and fixtures described therein in
      the amount equal to not less than 110% of the fair market value of such
      Mortgaged Property and fixtures, which fair market value is set forth on
      Schedule 4.01(r)(iii), which policy (or such marked-up commitment) (each,
      a "TITLE POLICY") shall (A) be issued by the Title Company, (B) to the
      extent necessary, include such reinsurance arrangements (with provisions
      for direct access, if necessary) as shall be reasonably acceptable to the
      Collateral Agent, (C) contain a "tie-in" or "cluster" endorsement, if
      available under applicable law (i.e., policies which insure against losses
      regardless of location or allocated value of the insured property up to a
      stated maximum coverage amount), (D) have been supplemented by such
      endorsements (or where such endorsements are not available, opinions of
      special counsel, architects or other professionals reasonably acceptable
      to the Collateral Agent) as shall be reasonably requested by the
      Collateral Agent (including endorsements on matters relating to usury,
      first loss, last dollar, zoning, contiguity, revolving credit, doing
      business, non-imputation, public road access, survey, variable rate,
      environmental lien, subdivision, mortgage recording tax, separate tax lot,
      revolving credit, and so-called comprehensive coverage over covenants and
      restrictions), and (E) contain no exceptions to title other than
      exceptions acceptable to the Collateral Agent;

            (iv) with respect to each Mortgaged Property, such affidavits,
      certificates, information (including financial data) and instruments of
      indemnification (including a so-called "gap" indemnification) as shall be
      required to induce the Title Company to issue the Title Policy/ies and
      endorsements contemplated above;

            (v) evidence reasonably acceptable to the Collateral Agent of
      payment by Borrower of all Title Policy premiums, search and examination
      charges, escrow charges and related charges, mortgage recording taxes,
      fees, charges, costs and expenses required for the recording of the
      Mortgages and issuance of the Title Policies referred to above;

            (vi) with respect to each Real Property or Mortgaged Property,
      copies of all Leases in which Borrower or any Subsidiary holds the
      lessor's interest or other agreements relating to possessory interests, if
      any. To the extent any of the foregoing affect any Mortgaged Property,
      such agreement shall be subordinate to the Lien of the Mortgage to be
      recorded against such Mortgaged Property, either expressly by its terms or
      pursuant to a subordination, non-disturbance and attornment agreement, and
      shall otherwise be acceptable to the Collateral Agent;

            (vii) with respect to each Mortgaged Property, each Company shall
      have made all notifications, registrations and filings, to the extent
      required by, and in accordance with, all Governmental Real Property
      Disclosure Requirements applicable to such Mortgaged Property;

            (viii) Surveys with respect to each Mortgaged Property; and

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<PAGE>

            (ix) a completed Federal Emergency Management Agency Standard Flood
      Hazard Determination with respect to each Mortgaged Property.

            (s) Insurance. The Administrative Agent shall have received a copy
      of, or a certificate as to coverage under, the insurance policies required
      by Section 5.04 and the applicable provisions of the Security Documents,
      each of which shall be endorsed or otherwise amended to include a
      "standard" or "New York" lender's loss payable or mortgagee endorsement
      (as applicable) and shall name the Collateral Agent, on behalf of the
      Secured Parties, as additional insured, in form and substance satisfactory
      to the Administrative Agent.

            (t) USA PATRIOT Act. The Lenders shall have received, sufficiently
      in advance of the Closing Date, all documentation and other information
      required by bank regulatory authorities under applicable "know your
      customer" and anti-money laundering rules and regulations, including
      without limitation the United States PATRIOT Act (Title III of Pub. L.
      107-56 (signed into law October 26, 2001)), including without limitation,
      the information described in Section 10.13.

      4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
and each Issuing Bank to make any Credit Extension (including the initial Credit
Extension) shall be subject to, and to the satisfaction of, each of the
conditions precedent set forth below.

            (a) Notice. The Administrative Agent shall have received a Borrowing
      Request as required by Section 2.03 (or such notice shall have been deemed
      given in accordance with Section 2.03) if Loans are being requested or, in
      the case of the issuance, amendment, extension or renewal of a Letter of
      Credit, the Issuing Bank and the Administrative Agent shall have received
      an LC Request as required by Section 2.18(b) or, in the case of the
      Borrowing of a Swingline Loan, the Swingline Lender and the Administrative
      Agent shall have received a Borrowing Request as required by Section
      2.17(b).

            (b) No Default. Borrower and each other Loan Party shall be in
      compliance in all material respects with all the terms and provisions set
      forth herein and in each other Loan Document on its part to be observed or
      performed, and, at the time of and immediately after giving effect to such
      Credit Extension and the application of the proceeds thereof, no Default
      shall have occurred and be continuing on such date.

            (c) Representations and Warranties. Each of the representations and
      warranties made by any Loan Party set forth in Article III hereof or in
      any other Loan Document shall be true and correct in all material respects
      (except that any representation and warranty that is qualified as to
      "materiality" or "Material Adverse Effect" shall be true and correct in
      all respects) on and as of the date of such Credit Extension with the same
      effect as though made on and as of such date, except to the extent such
      representations and warranties expressly relate to an earlier date.

            (d) No Legal Bar. No order, judgment or decree of any Governmental
      Authority shall purport to restrain any Lender from making any Loans to be
      made by it. No injunction or other restraining order shall have been
      issued, shall be pending or noticed with respect to any action, suit or
      proceeding seeking to enjoin or otherwise prevent the consummation of, or
      to recover any damages or obtain relief as a result of, the transactions
      contemplated by this Agreement or the making of Loans hereunder.

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<PAGE>

            Each of the delivery of a Borrowing Request or an LC Request and the
acceptance by Borrower of the proceeds of such Credit Extension shall constitute
a representation and warranty by Borrower and each other Loan Party that on the
date of such Credit Extension (both immediately before and after giving effect
to such Credit Extension and the application of the proceeds thereof) the
conditions contained in Sections 4.02(b) - (d) have been satisfied. Borrower
shall provide such information (including calculations in reasonable detail of
the covenants in Section 6.10) as the Administrative Agent may reasonably
request to confirm that the conditions in Sections 4.02(b) - (d) have been
satisfied.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

            Each Loan Party warrants, covenants and agrees with each Lender that
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, each Loan Party will, and will cause
each of its Subsidiaries to:

      5.01 FINANCIAL STATEMENTS, REPORTS, ETC. Furnish to the Administrative
Agent and each Lender:

            (a) Annual Reports. As soon as available and in any event within 90
      days (or such earlier date on which Borrower is required to file a Form
      10-K under the Exchange Act) after the end of each fiscal year, beginning
      with the fiscal year ending December 31, 2004, (i) the consolidated
      balance sheet of Borrower as of the end of such fiscal year and related
      consolidated statements of income, cash flows and stockholders' equity for
      such fiscal year, in comparative form with such financial statements as of
      the end of, and for, the preceding fiscal year, and notes thereto, all
      prepared in accordance with Regulation S-X and accompanied by an opinion
      of Grant Thornton LLP or other independent public accountants of
      recognized national standing reasonably satisfactory to the Administrative
      Agent (which opinion shall not be qualified as to scope or contain any
      going concern or other qualification), stating that such financial
      statements fairly present, in all material respects, the consolidated
      financial condition, results of operations and cash flows of Borrower as
      of the dates and for the periods specified in accordance with GAAP, (ii) a
      consolidating balance sheet and statement of income and, to the extent
      available, a statement of cash flows, separating out Borrower and the
      Subsidiaries, (iii) a management report in a form reasonably satisfactory
      to the Administrative Agent setting forth (A) statement of income items
      and Consolidated EBITDA of Borrower for such fiscal year, showing
      variance, by dollar amount and percentage, from amounts for the previous
      fiscal year and budgeted amounts and (B) key operational information and
      statistics for such fiscal year consistent with internal and industry-wide
      reporting standards, and (iv) a narrative report and management's
      discussion and analysis, in a form reasonably satisfactory to the
      Administrative Agent, of the financial condition and results of operations
      of Borrower for such fiscal year, as compared to amounts for the previous
      fiscal year and budgeted amounts (it being understood that the information
      required by clause (i) may be furnished in the form of a Form 10-K and
      such information shall be deemed satisfactory for purposes hereof);

            (b) Quarterly Reports. As soon as available and in any event within
      45 days (or such earlier date on which Borrower is required to file a Form
      10-Q under the Exchange Act)

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<PAGE>

      after the end of each of the first three fiscal quarters of each fiscal
      year, beginning with the fiscal quarter ending March 31, 2005, (i) the
      consolidated balance sheet of Borrower as of the end of such fiscal
      quarter and related consolidated statements of income and cash flows for
      such fiscal quarter and for the then elapsed portion of the fiscal year,
      in comparative form with the consolidated statements of income and cash
      flows for the comparable periods in the previous fiscal year, and notes
      thereto, all prepared in accordance with Regulation S-X under the
      Securities Act and accompanied by a certificate of a Financial Officer
      stating that such financial statements fairly present, in all material
      respects, the consolidated financial condition, results of operations and
      cash flows of Borrower as of the date and for the periods specified in
      accordance with GAAP consistently applied, and on a basis consistent with
      audited financial statements referred to in clause (a) of this Section,
      subject to normal year-end audit adjustments, (ii) a consolidating balance
      sheet and statement of income and, to the extent available, a statement of
      cash flows, separating out Borrower and the Subsidiaries, (iii) a
      management report in a form reasonably satisfactory to the Administrative
      Agent setting forth (A) statement of income items and Consolidated EBITDA
      of Borrower for such fiscal quarter and for the then elapsed portion of
      the fiscal year, showing variance, by dollar amount and percentage, from
      amounts for the comparable periods in the previous fiscal year and
      budgeted amounts and (B) key operational information and statistics for
      such fiscal quarter and for the then elapsed portion of the fiscal year
      consistent with internal and industry-wide reporting standards, and (iv) a
      narrative report and management's discussion and analysis, in a form
      reasonably satisfactory to the Administrative Agent, of the financial
      condition and results of operations for such fiscal quarter and the then
      elapsed portion of the fiscal year, as compared to the comparable periods
      in the previous fiscal year and budgeted amounts (it being understood that
      the information required by clause (i) may be furnished in the form of a
      Form 10-Q and such information shall be deemed satisfactory for purposes
      hereof);

            (c) Monthly Reports. Within 30 days after the end of each of the
      first two months of each fiscal quarter, (i) the consolidated balance
      sheet of Borrower as of the end of such two months and the related
      consolidated statement of income and, to the extent available, a statement
      of cash flows, of Borrower for such month and for the then elapsed portion
      of the fiscal year, in comparative form with the consolidated statement of
      income and, to the extent available, a statement of cash flows, for the
      comparable periods in the previous fiscal year, accompanied by a
      certificate of a Financial Officer stating that such financial statements
      fairly present, in all material respects, the consolidated results of
      operations and cash flows of Borrower as of the date and for the periods
      specified in accordance with GAAP consistently applied, subject to normal
      year-end audit adjustments and (ii) a management report in a form
      reasonably satisfactory to the Administrative Agent setting forth (A)
      statement of income items and Consolidated EBITDA of Borrower for such
      month and for the then elapsed portion of the fiscal year, showing
      variance, by dollar amount and percentage, from amounts for the comparable
      periods in the previous fiscal year and budgeted amounts and (B) key
      operational information and statistics for such month and for the then
      elapsed portion of the fiscal year consistent with internal and
      industry-wide reporting standards; provided that Borrower shall not be
      required to include immaterial subsidiaries of the Acquired Business in
      any monthly report delivered hereunder for any month ending prior to April
      1, 2005;

            (d) Financial Officer's Certificate. (i) Concurrently with any
      delivery of financial statements under Section 5.01(a) or (b), a
      Compliance Certificate (A) certifying that no Default has occurred or, if
      such a Default has occurred, specifying the nature and extent thereof and
      any corrective action taken or proposed to be taken with respect thereto,
      (B) beginning with the fiscal quarter ending March 31, 2005, setting forth
      computations in reasonable detail satisfactory to the

                                      -73-

<PAGE>

      Administrative Agent demonstrating compliance with the covenants contained
      in Sections 6.07(f) and 6.10 and, concurrently with any delivery of
      financial statements under Section 5.01(a) above, setting forth Borrower's
      calculation of Excess Cash Flow and (C) showing a reconciliation of
      Consolidated EBITDA to the net income set forth on the statement of
      income; and (ii) concurrently with any delivery of financial statements
      under Section 5.01(a) above, beginning with the fiscal year ending
      December 31, 2005, a report of the accounting firm opining on or
      certifying such financial statements stating that in the course of its
      regular audit of the financial statements of Borrower and its
      Subsidiaries, which audit was conducted in accordance with generally
      accepted auditing standards, such accounting firm obtained no knowledge
      that any Default insofar as it relates to financial or accounting matters
      has occurred or, if in the opinion of such accounting firm such a Default
      has occurred, specifying the nature and extent thereof;

            (e) Financial Officer's Certificate Regarding Collateral.
      Concurrently with any delivery of financial statements under Section
      5.01(a), a certificate of a Financial Officer setting forth the
      information required pursuant to the Perfection Certificate Supplement or
      confirming that there has been no change in such information since the
      date of the Perfection Certificate or latest Perfection Certificate
      Supplement;

            (f) Public Reports. Promptly after the same become publicly
      available, copies of all periodic and other reports, proxy statements and
      other materials filed by any Company with the Securities and Exchange
      Commission, or any Governmental Authority succeeding to any or all of the
      functions of said Commission, or with any national securities exchange, or
      distributed to holders of its Indebtedness pursuant to the terms of the
      documentation governing such Indebtedness (or any trustee, agent or other
      representative therefor), as the case may be;

            (g) Management Letters. Promptly after the receipt thereof by any
      Company, a copy of any "management letter" received by any such person
      from its certified public accountants and the management's responses
      thereto;

            (h) Budgets. Within 30 days after the beginning of each fiscal year,
      a budget for Borrower in form reasonably satisfactory to the
      Administrative Agent, but to include balance sheets, statements of income
      and sources and uses of cash, for (i) each month of such fiscal year
      prepared in detail and (ii) each fiscal year thereafter, through and
      including the fiscal year in which the Final Maturity Date occurs,
      prepared in summary form, in each case, with appropriate presentation and
      discussion of the principal assumptions upon which such budgets are based,
      accompanied by the statement of a Financial Officer of Borrower to the
      effect that the budget of Borrower is a reasonable estimate for the
      periods covered thereby and, promptly when available, any significant
      revisions of such budget;

            (i) Organization. Concurrently with any delivery of financial
      statements under Section 5.01(a), an accurate organizational chart as
      required by Section 3.07(c), or confirmation that there are no changes to
      Schedule 10 to the Perfection Certificate;

            (j) Organizational Documents. Promptly provide copies of any
      Organizational Documents that have been amended or modified in accordance
      with the terms hereof and deliver a copy of any notice of default given or
      received by any Company under any Organizational Document within 15 days
      after such Company gives or receives such notice; and

            (k) Other Information. Promptly, from time to time, such other
      information regarding the operations, business affairs and financial
      condition of any Company, or compliance

                                      -74-

<PAGE>

      with the terms of any Loan Document, as the Administrative Agent or any
      Lender may reasonably request.

      5.02 LITIGATION AND OTHER NOTICES. Furnish to the Administrative Agent and
each Lender written notice of the following promptly (and, in any event, within
three Business Days of the occurrence thereof):

            (a) any Default, specifying the nature and extent thereof and the
      corrective action (if any) taken or proposed to be taken with respect
      thereto;

            (b) the filing or commencement of, or any threat or notice of
      intention of any person to file or commence, any action, suit, litigation
      or proceeding, whether at law or in equity by or before any Governmental
      Authority, (i) against any Company or any Affiliate thereof that could
      reasonably be expected to result in a Material Adverse Effect or (ii) with
      respect to any Loan Document;

            (c) the occurrence of any event, or the identification of any set of
      facts or circumstances, arising under or relating to Environmental Laws or
      Hazardous Materials, that could reasonably be expected to result in loss,
      liability or other obligations of the Companies (including, without
      limitation: fines; penalties; settlement payments; costs and expenses;
      supplemental environmental projects; investigative and remedial costs;
      compliance costs; compensatory and punitive damages arising out of harm to
      person, property, or natural resources; capital costs; and operating
      costs) in an aggregate amount exceeding $500,000;

            (d) any development that has resulted in, or could reasonably be
      expected to result in a Material Adverse Effect;

            (e) the occurrence of Casualty Events in an aggregate amount
      exceeding $500,000; and

            (f) (i) the incurrence of any material Lien (other than Permitted
      Collateral Liens) on, or claim asserted against any of the Collateral or
      (ii) the occurrence of any other event which could materially affect the
      value of the Collateral.

      5.03 EXISTENCE; BUSINESSES AND PROPERTIES.

            (a) Do or cause to be done all things necessary to preserve, renew
and maintain in full force and effect its legal existence, except as otherwise
expressly permitted under Section 6.05 or Section 6.06 or, in the case of any
Subsidiary, where the failure to perform such obligations, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

            (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
privileges, franchises, authorizations, patents, copyrights, trademarks and
trade names material to the conduct of its business; maintain and operate such
business in substantially the manner in which it is presently conducted and
operated; comply with all material contractual obligations and all applicable
Requirements of Law (including taxation, ERISA and any and all zoning, building,
Environmental Law, ordinance, code or approval or any building permits or any
restrictions of record or agreements affecting the Real Property) and decrees
and orders of any Governmental Authority, whether now in effect or hereafter
enacted, except where the failure to comply, individually or in the aggregate,
could not reasonably be expected to result in a

                                      -75-

<PAGE>

Material Adverse Effect; pay and perform its obligations under all Leases and
Transaction Documents; and at all times maintain, preserve and protect all
property material to the conduct of such business and keep such property in good
repair, working order and condition (other than wear and tear occurring in the
ordinary course of business) and from time to time make, or cause to be made,
all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times; provided that
nothing in this Section 5.03(b) shall prevent (i) sales of property,
consolidations or mergers by or involving any Company in accordance with Section
6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as
a foreign corporation in any jurisdiction where such withdrawal, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect; or (iii) the abandonment by any Company of any rights,
franchises, licenses, trademarks, trade names, copyrights or patents that such
person reasonably determines are not useful to its business or no longer
commercially desirable.

      5.04 INSURANCE.

            (a) Generally. Keep its insurable property adequately insured at all
times by financially sound and reputable insurers; maintain such other
insurance, to such extent and against such risks as is customary with companies
in the same or similar businesses operating in the same or similar locations,
including insurance with respect to Mortgaged Properties and other properties
material to the business of the Companies against such casualties and
contingencies and of such types and in such amounts with such deductibles as is
customary in the case of similar businesses operating in the same or similar
locations, including (i) physical hazard insurance on an "all risk" basis, (ii)
commercial general liability against claims for bodily injury, death or property
damage covering any and all insurable claims, (iii) explosion insurance in
respect of any boilers, machinery or similar apparatus constituting Collateral,
(iv) business interruption insurance, (v) worker's compensation insurance and
such other insurance as may be required by any Requirement of Law and (vi) such
other insurance against risks as the Administrative Agent may from time to time
require (such policies to be in such form and amounts and having such coverage
as may be reasonably satisfactory to the Administrative Agent and the Collateral
Agent); provided that with respect to physical hazard insurance, neither the
Collateral Agent nor the applicable Company shall agree to the adjustment of any
claim thereunder without the consent of the other (such consent not to be
unreasonably withheld or delayed); provided, further, that no consent of any
Company shall be required during an Event of Default.

            (b) Requirements of Insurance. All such insurance shall (i) provide
that no cancellation, material reduction in amount or material change in
coverage thereof shall be effective until at least 30 days after receipt by the
Collateral Agent of written notice thereof, (ii) name the Collateral Agent as
mortgagee (in the case of property insurance) or additional insured on behalf of
the Secured Parties (in the case of liability insurance) or loss payee (in the
case of property insurance), as applicable, (iii) if reasonably requested by the
Collateral Agent, include a breach of warranty clause and (iv) be reasonably
satisfactory in all other respects to the Collateral Agent.

            (c) Notice to Agents. Notify the Administrative Agent and the
Collateral Agent immediately whenever any separate insurance concurrent in form
or contributing in the event of loss with that required to be maintained under
this Section 5.04 is taken out by any Company; and promptly deliver to the
Administrative Agent and the Collateral Agent a duplicate original copy of such
policy or policies.

            (d) Flood Insurance. With respect to each Mortgaged Property, obtain
flood insurance in such total amount as the Administrative Agent or the Required
Lenders may from time to time require, if at any time the area in which any
improvements located on any Mortgaged Property is

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designated a "flood hazard area" in any Flood Insurance Rate Map published by
the Federal Emergency Management Agency (or any successor agency), and otherwise
comply with the National Flood Insurance Program as set forth in the Flood
Disaster Protection Act of 1973, as amended from time to time.

            (e) Broker's Report. Deliver to the Administrative Agent and the
Collateral Agent and the Lenders a report of a reputable insurance broker with
respect to such insurance and such supplemental reports with respect thereto as
the Administrative Agent or the Collateral Agent may from time to time
reasonably request.

            (f) Mortgaged Properties. No Loan Party that is an owner of
Mortgaged Property shall take any action that is reasonably likely to be the
basis for termination, revocation or denial of any insurance coverage required
to be maintained under such Loan Party's respective Mortgage or that could be
the basis for a defense to any claim under any Insurance Policy maintained in
respect of the Premises, and each Loan Party shall otherwise comply in all
material respects with all Insurance Requirements in respect of the Premises;
provided, however, that each Loan Party may, at its own expense and after
written notice to the Administrative Agent, (i) contest the applicability or
enforceability of any such Insurance Requirements by appropriate legal
proceedings, the prosecution of which does not constitute a basis for
cancellation or revocation of any insurance coverage required under this Section
5.04 or (ii) cause the Insurance Policy containing any such Insurance
Requirement to be replaced by a new policy complying with the provisions of this
Section 5.04.

      5.05 OBLIGATIONS AND TAXES.

            (a) Payment of Obligations. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, services, materials and supplies or otherwise that, if unpaid,
might give rise to a Lien other than a Permitted Lien upon such properties or
any part thereof; provided that such payment and discharge shall not be required
with respect to any such Tax, assessment, charge, levy or claim so long as
(x)(i) the validity or amount thereof shall be contested in good faith by
appropriate proceedings timely instituted and diligently conducted and the
applicable Company shall have set aside on its books adequate reserves or other
appropriate provisions with respect thereto in accordance with GAAP, (ii) such
contest operates to suspend collection of the contested obligation, Tax,
assessment or charge and enforcement of a Lien other than a Permitted Lien and
(iii) in the case of Collateral, the applicable Company shall have otherwise
complied with the Contested Collateral Lien Conditions and (y) the failure to
pay could not reasonably be expected to result in a Material Adverse Effect.

            (b) Filing of Returns. Timely and correctly file all material Tax
Returns required to be filed by it. Withhold, collect and remit all Taxes that
it is required to collect, withhold or remit.

            (c) Tax Shelter Reporting. Borrower does not intend to treat the
Loans as being a "reportable transaction" within the meaning of Treasury
Regulation Section 1.6011-4. In the event Borrower determines to take any action
inconsistent with such intention, it will promptly notify the Administrative
Agent thereof.

      5.06 EMPLOYEE BENEFITS. (a) Comply in all material respects with the
applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent (x) as soon as possible after, and in any event within five
days after any Responsible Officer of any Company or any ERISA Affiliates of any

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Company knows or has reason to know that, any ERISA Event has occurred that,
alone or together with any other ERISA Event could reasonably be expected to
result in liability of the Companies or any of their ERISA Affiliates in an
aggregate amount exceeding $500,000 or the imposition of a Lien, a statement of
a Financial Officer of Borrower setting forth details as to such ERISA Event and
the action, if any, that the Companies propose to take with respect thereto, and
(y) upon request by the Administrative Agent, copies of (i) each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) filed by any
Company or any ERISA Affiliate with the Internal Revenue Service with respect to
each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii)
all notices received by any Company or any ERISA Affiliate from a Multiemployer
Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such
other documents or governmental reports or filings relating to any Plan (or
employee benefit plan sponsored or contributed to by any Company) as the
Administrative Agent shall reasonably request.

      5.07 MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS; ANNUAL
MEETINGS.

            (a) Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law are made of
all dealings and transactions in relation to its business and activities. Each
Company will permit any representatives designated by the Administrative Agent
or any Lender to visit and inspect the financial records and the property of
such Company at reasonable times and as often as reasonably requested and to
make extracts from and copies of such financial records, and permit any
representatives designated by the Administrative Agent or any Lender to discuss
the affairs, finances, accounts and condition of any Company with the officers
and employees thereof and advisors therefor (including independent accountants).

            (b) Within 150 days after the end of each fiscal year of the
Companies, at the request of the Administrative Agent or Required Lenders, hold
a meeting (at a mutually agreeable location, venue and time or, at the option of
the Administrative Agent, by conference call, the costs of such venue or call to
be paid by Borrower) with all Lenders who choose to attend such meeting, at
which meeting shall be reviewed the financial results of the previous fiscal
year and the financial condition of the Companies and the budgets presented for
the current fiscal year of the Companies.

      5.08 USE OF PROCEEDS. Use the proceeds of the Loans only for the purposes
set forth in Section 3.12 and request the issuance of Letters of Credit only for
the purposes set forth in the definition of Commercial Letter of Credit or
Standby Letter of Credit, as the case may be.

      5.09 COMPLIANCE WITH ENVIRONMENTAL LAWS; ENVIRONMENTAL REPORTS.

            (a) Comply, and cause all lessees and other persons occupying Real
Property of any Company to comply, in all material respects with all
Environmental Laws and Environmental Permits applicable to its operations and
Real Property; obtain and renew all material Environmental Permits applicable to
its operations and Real Property; generate, treat, use, store, release, dispose
of and otherwise manage Hazardous Materials in a manner that will not result in
material liability to any Company or materially affect any Real Property and
cause all lessees and other persons occupying Real Property of any Company to so
manage Hazardous Materials; promptly comply with all orders and directives of
all Governmental Authorities regarding Environmental Laws; and conduct all
Responses required by, and in accordance with, Environmental Laws; provided that
no Company shall be required to undertake any Response to the extent that its
obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances
in accordance with GAAP.

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            (b) If a Default has occurred or may reasonably be anticipated, at
the written request of the Administrative Agent or the Required Lenders through
the Administrative Agent, provide to the Lenders within 45 days after such
request (or such shorter period as the Administrative Agent may reasonably
request), at the expense of Borrower, an environmental assessment report (or,
where appropriate, series of environmental assessment reports) regarding any
Mortgaged Property specified by the Administrative Agent (and, if the Default is
caused in whole or in part by reason of a breach of Section 3.18 or 5.09(a),
regarding the matters relating to such breach or breaches), including, where
appropriate, any soil and/or groundwater sampling, prepared by an environmental
consulting firm reasonably proposed by the Administrative Agent, and, in form,
scope and substance, reasonably acceptable to the Administrative Agent.

      5.10 INTEREST RATE PROTECTION. No later than the 30th day after the
Closing Date, Borrower shall enter into, and for a minimum of three years
thereafter maintain, Hedging Agreements with terms and conditions acceptable to
the Administrative Agent that result in at least 50% of the aggregate principal
amount of Borrower's Consolidated Funded Indebtedness being effectively subject
to a fixed or maximum interest rate acceptable to the Administrative Agent.

      5.11 ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS.

            (a) Subject to this Section 5.11, with respect to any property
acquired after the Closing Date by any Loan Party that is intended to be subject
to the Lien created by any of the Security Documents but is not so subject,
promptly (and in any event within 30 days after the acquisition thereof) (i)
execute and deliver to the Administrative Agent and the Collateral Agent such
amendments or supplements to the relevant Security Documents or such other
documents as the Administrative Agent or the Collateral Agent shall deem
necessary or advisable to grant to the Collateral Agent, for its benefit and for
the benefit of the other Secured Parties, a Lien on such property subject to no
Liens other than Permitted Collateral Liens, and (ii) take all actions necessary
to cause such Lien to be duly perfected to the extent required by such Security
Document in accordance with all applicable Requirements of Law, including the
filing of financing statements in such jurisdictions as may be reasonably
requested by the Administrative Agent. Borrower shall otherwise take such
actions and execute and/or deliver to the Collateral Agent such documents as the
Administrative Agent or the Collateral Agent shall require to confirm the
validity, perfection and priority of the Lien of the Security Documents against
such after-acquired properties.

            (b) With respect to any person that is or becomes a Subsidiary after
the Closing Date, promptly (and in any event within 30 days after such person
becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if
any, representing all of the Equity Interests of such Subsidiary, together with
undated stock powers or other appropriate instruments of transfer executed and
delivered in blank by a duly authorized officer of the holder(s) of such Equity
Interests, and all intercompany notes owing from such Subsidiary to any Loan
Party together with instruments of transfer executed and delivered in blank by a
duly authorized officer of such Loan Party and (ii) cause such new Subsidiary
(A) to execute a Joinder Agreement or such comparable documentation to become a
Subsidiary Guarantor and a joinder agreement to the applicable Security
Agreement, substantially in the form annexed thereto or, in the case of a
Foreign Subsidiary, execute a security agreement compatible with the laws of
such Foreign Subsidiary's jurisdiction in form and substance reasonably
satisfactory to the Administrative Agent, and (B) to take all actions necessary
or advisable in the opinion of the Administrative Agent or the Collateral Agent
to cause the Lien created by the applicable Security Agreement to be duly
perfected to the extent required by such agreement in accordance with all
applicable Requirements of Law, including the filing of financing statements in
such jurisdictions as may be reasonably requested by the Administrative Agent or
the Collateral Agent. Notwithstanding the

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foregoing, (1) the Equity Interests required to be delivered to the Collateral
Agent pursuant to clause (i) of this Section 5.11(b) shall not include any
Equity Interests of a Foreign Subsidiary created or acquired after the Closing
Date and (2) no Foreign Subsidiary shall be required to take the actions
specified in clause (ii) of this Section 5.11(b), if, in the case of either
clause (1) or (2), doing so would constitute an investment of earnings in United
States property under Section 956 (or a successor provision) of the Code, which
investment would or could reasonably be expected to trigger a material increase
in the net income of a United States shareholder of such Subsidiary pursuant to
Section 951 (or a successor provision) of the Code, as reasonably determined by
the Administrative Agent; provided that this exception shall not apply to (A)
Voting Stock of any Subsidiary which is a first-tier controlled foreign
corporation (as defined in Section 957(a) of the Code) representing 66% of the
total voting power of all outstanding Voting Stock of such Subsidiary and (B)
100% of the Equity Interests not constituting Voting Stock of any such
Subsidiary, except that any such Equity Interests constituting "stock entitled
to vote" within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall
be treated as Voting Stock for purposes of this Section 5.11(b).

            (c) Promptly grant to the Collateral Agent, within 60 days of the
acquisition thereof, a security interest in and Mortgage on (i) each Real
Property owned in fee by such Loan Party as is acquired by such Loan Party after
the Closing Date and that, together with any improvements thereon, individually
has a fair market value of at least $500,000, and (ii) unless the Collateral
Agent otherwise consents, each leased Real Property of such Loan Party which
lease individually has a fair market value of at least $500,000, in each case,
as additional security for the Secured Obligations (unless the subject property
is already mortgaged to a third party to the extent permitted by Section 6.02).
Such Mortgages shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Administrative Agent and the
Collateral Agent and shall constitute valid and enforceable perfected Liens
subject only to Permitted Collateral Liens or other Liens acceptable to the
Collateral Agent. The Mortgages or instruments related thereto shall be duly
recorded or filed in such manner and in such places as are required by law to
establish, perfect, preserve and protect the Liens in favor of the Collateral
Agent required to be granted pursuant to the Mortgages and all taxes, fees and
other charges payable in connection therewith shall be paid in full. Such Loan
Party shall otherwise take such actions and execute and/or deliver to the
Collateral Agent such documents as the Administrative Agent or the Collateral
Agent shall require to confirm the validity, perfection and priority of the Lien
of any existing Mortgage or new Mortgage against such after-acquired Real
Property (including a Title Policy, a Survey and local counsel opinion (in form
and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent) in respect of such Mortgage).

      5.12 SECURITY INTERESTS; FURTHER ASSURANCES. Promptly, upon the reasonable
request of the Administrative Agent, the Collateral Agent or any Lender, at
Borrower's expense, execute, acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter register, file or record, or
cause to be registered, filed or recorded, in an appropriate governmental
office, any document or instrument supplemental to or confirmatory of the
Security Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
perfection and priority of the Liens on the Collateral covered thereby subject
to no other Liens except as permitted by the applicable Security Document, or
obtain any consents or waivers as may be necessary or appropriate in connection
therewith. Deliver or cause to be delivered to the Administrative Agent and the
Collateral Agent from time to time such other documentation, consents,
authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent as the
Administrative Agent and the Collateral Agent shall reasonably deem necessary to
perfect or maintain the Liens on the Collateral pursuant to the Security
Documents. Upon the exercise by the Administrative Agent, the Collateral Agent
or any Lender of any power, right, privilege or remedy pursuant to any Loan
Document which requires any consent, approval, registration, qualification or

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authorization of any Governmental Authority execute and deliver all
applications, certifications, instruments and other documents and papers that
the Administrative Agent, the Collateral Agent or such Lender may require. If
the Administrative Agent, the Collateral Agent or the Required Lenders determine
that they are required by a Requirement of Law to have appraisals prepared in
respect of the Real Property of any Loan Party constituting Collateral, Borrower
shall provide to the Administrative Agent appraisals that satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are
otherwise in form and substance satisfactory to the Administrative Agent and the
Collateral Agent.

      5.13 INFORMATION REGARDING COLLATERAL.

            (a) Not effect any change (i) in any Loan Party's legal name, (ii)
in the location of any Loan Party's chief executive office, (iii) in any Loan
Party's identity or organizational structure, (iv) in any Loan Party's Federal
Taxpayer Identification Number or organizational identification number, if any,
or (v) in any Loan Party's jurisdiction of organization (in each case, including
by merging with or into any other entity, reorganizing, dissolving, liquidating,
reorganizing or organizing in any other jurisdiction), until (A) it shall have
given the Collateral Agent and the Administrative Agent not less than 30 days'
prior written notice (in the form of an Officer's Certificate), or such lesser
notice period agreed to by the Collateral Agent, of its intention so to do,
clearly describing such change and providing such other information in
connection therewith as the Collateral Agent or the Administrative Agent may
reasonably request and (B) it shall have taken all action reasonably
satisfactory to the Collateral Agent to maintain the perfection and priority of
the security interest of the Collateral Agent for the benefit of the Secured
Parties in the Collateral, if applicable. Each Loan Party agrees to promptly
provide the Collateral Agent with certified Organizational Documents reflecting
any of the changes described in the preceding sentence. Each Loan Party also
agrees to promptly notify the Collateral Agent of any change in the location of
any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral is located (including the
establishment of any such new office or facility), other than changes in
location to a Mortgaged Property or a leased property subject to a Landlord
Access Agreement.

            (b) Concurrently with the delivery of financial statements pursuant
to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent
a Perfection Certificate Supplement and a certificate of a Financial Officer and
the chief legal officer of Borrower certifying that all UCC financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction necessary to protect and perfect the security interests and Liens
under the Security Documents for a period of not less than 18 months after the
date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period)..

      5.14 AFFIRMATIVE COVENANTS WITH RESPECT TO LEASES.

            (a) With respect to each Lease in which a Loan Party is a landlord,
the respective Loan Party shall perform all the obligations imposed upon the
landlord under such Lease and enforce all of the tenant's obligations
thereunder, except where the failure to so perform or enforce could not
reasonably be expected to result in a Property Material Adverse Effect.

            (b) With respect to each Lease in which a Loan Party is a tenant,
the respective Loan Party shall perform all the obligations imposed upon the
tenant under such Lease and enforce all of the

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landlord's obligations thereunder, except where the failure to so perform or
enforce could not reasonably be expected to result in a Material Adverse Effect.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

            Each Loan Party warrants, covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, no Loan Party will, nor will they
cause or permit any Subsidiaries to:

      6.01 INDEBTEDNESS. Incur, create, assume or permit to exist, directly or
indirectly, any Indebtedness, except

            (a) Indebtedness incurred under this Agreement and the other Loan
      Documents;

            (b) (i) Indebtedness outstanding on the Closing Date and listed on
      Schedule 6.01(b), (ii) refinancings or renewals thereof; provided that (A)
      any such refinancing Indebtedness is in an aggregate principal amount not
      greater than the aggregate principal amount of the Indebtedness being
      renewed or refinanced, plus the amount of any premiums required to be paid
      thereon and reasonable fees and expenses associated therewith, (B) such
      refinancing Indebtedness has a later or equal final maturity and longer or
      equal weighted average life than the Indebtedness being renewed or
      refinanced and (C) the covenants, events of default, subordination and
      other provisions thereof (including any guarantees thereof) shall be, in
      the aggregate, no less favorable to the Lenders than those contained in
      the Indebtedness being renewed or refinanced and (iii) the Senior Notes
      (including any notes issued in exchange therefor in accordance with the
      registration rights document entered into in connection with the issuance
      of the Senior Notes);

            (c) Indebtedness under Hedging Obligations with respect to interest
      rates, foreign currency exchange rates or commodity prices, in each case
      not entered into for speculative purposes; provided that if such Hedging
      Obligations relate to interest rates, (i) such Hedging Obligations relate
      to payment obligations on Indebtedness otherwise permitted to be incurred
      by the Loan Documents and (ii) the notional principal amount of such
      Hedging Obligations at the time incurred does not exceed the principal
      amount of the Indebtedness to which such Hedging Obligations relate;

            (d) Indebtedness permitted by Section 6.04(f);

            (e) Indebtedness in respect of Purchase Money Obligations and
      Capital Lease Obligations, and refinancings or renewals thereof, in an
      aggregate amount not to exceed $12.5 million at any time outstanding;

            (f) Indebtedness incurred by Foreign Subsidiaries in an aggregate
      amount not to exceed $1.0 million at any time outstanding;

            (g) Indebtedness in respect of bid, performance or surety bonds,
      workers' compensation claims, self-insurance obligations and bankers
      acceptances issued for the account

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      of any Company in the ordinary course of business, including guarantees or
      obligations of any Company with respect to letters of credit supporting
      such bid, performance or surety bonds, workers' compensation claims,
      self-insurance obligations and bankers acceptances (in each case other
      than for an obligation for money borrowed), in an aggregate amount not to
      exceed $1.0 million at any time outstanding;

            (h) Contingent Obligations of any Loan Party in respect of
      Indebtedness otherwise permitted under this Section 6.01;

            (i) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently (except in the case of daylight overdrafts) drawn against
      insufficient funds in the ordinary course of business; provided, however,
      that such Indebtedness is extinguished within five Business Days of
      incurrence;

            (j) Indebtedness arising in connection with endorsement of
      instruments for deposit in the ordinary course of business; and

            (k) unsecured Indebtedness of any Company in an aggregate amount not
      to exceed $1.0 million at any time outstanding.

      6.02 LIENS. Create, incur, assume or permit to exist, directly or
indirectly, any Lien on any property now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except the following
(collectively, the "PERMITTED LIENS"):

            (a) inchoate Liens for taxes, assessments or governmental charges or
      levies not yet due and payable or delinquent and Liens for taxes,
      assessments or governmental charges or levies, which (i) are being
      contested in good faith by appropriate proceedings for which adequate
      reserves have been established in accordance with GAAP, which proceedings
      (or orders entered in connection with such proceedings) have the effect of
      preventing the forfeiture or sale of the property subject to any such
      Lien, or (ii) in the case of any such charge or claim which has or may
      become a Lien against any of the Collateral, such Lien and the contest
      thereof shall satisfy the Contested Collateral Lien Conditions;

            (b) Liens in respect of property of any Company imposed by
      Requirements of Law, which were incurred in the ordinary course of
      business and do not secure Indebtedness for borrowed money, such as
      carriers', warehousemen's, materialmen's, landlords', workmen's,
      suppliers', repairmen's and mechanics' Liens and other similar Liens
      arising in the ordinary course of business, and (i) which do not in the
      aggregate materially detract from the value of the property of the
      Companies, taken as a whole, and do not materially impair the use thereof
      in the operation of the business of the Companies, taken as a whole, (ii)
      which, if they secure obligations that are then due and unpaid, are being
      contested in good faith by appropriate proceedings for which adequate
      reserves have been established in accordance with GAAP, which proceedings
      (or orders entered in connection with such proceedings) have the effect of
      preventing the forfeiture or sale of the property subject to any such
      Lien, and (iii) in the case of any such Lien which has or may become a
      Lien against any of the Collateral, such Lien and the contest thereof
      shall satisfy the Contested Collateral Lien Conditions;

            (c) easements, rights-of-way, restrictions (including zoning
      restrictions), covenants, licenses, encroachments, protrusions and other
      similar charges or encumbrances, and minor title deficiencies on or with
      respect to any Real Property, in each case whether now or hereafter in

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      existence, not (i) securing Indebtedness, (ii) individually or in the
      aggregate materially impairing the value or marketability of such Real
      Property or (iii) individually or in the aggregate materially interfering
      with the ordinary conduct of the business of the Companies at such Real
      Property;

            (d) Liens arising out of judgments, attachments or awards not
      resulting in a Default and in respect of which such Company shall in good
      faith be prosecuting an appeal or proceedings for review in respect of
      which there shall be secured a subsisting stay of execution pending such
      appeal or proceedings and, in the case of any such Lien which has or may
      become a Lien against any of the Collateral, such Lien and the contest
      thereof shall satisfy the Contested Collateral Lien Conditions;

            (e) Liens (other than any Lien imposed by ERISA) (x) imposed by
      Requirements of Law or deposits made in connection therewith in the
      ordinary course of business in connection with workers' compensation,
      unemployment insurance and other types of social security legislation, (y)
      incurred in the ordinary course of business to secure the performance of
      tenders, statutory obligations (other than excise taxes), surety, stay,
      customs and appeal bonds, statutory bonds, bids, leases, government
      contracts, trade contracts, performance and return of money bonds and
      other similar obligations (exclusive of obligations for the payment of
      borrowed money) or (z) arising by virtue of deposits made in the ordinary
      course of business to secure liability for premiums to insurance carriers;
      provided that (i) with respect to clauses (x), (y) and (z) of this
      paragraph (e), such Liens are for amounts not yet due and payable or
      delinquent or, to the extent such amounts are so due and payable, such
      amounts are being contested in good faith by appropriate proceedings for
      which adequate reserves have been established in accordance with GAAP,
      which proceedings for orders entered in connection with such proceedings
      have the effect of preventing the forfeiture or sale of the property
      subject to any such Lien, (ii) to the extent such Liens are not imposed by
      Requirements of Law, such Liens shall in no event encumber any property
      other than cash and Cash Equivalents, (iii) in the case of any such Lien
      against any of the Collateral, such Lien and the contest thereof shall
      satisfy the Contested Collateral Lien Conditions and (iv) the aggregate
      amount of deposits at any time pursuant to clause (y) and clause (z) of
      this paragraph (e) shall not exceed $500,000 in the aggregate;

            (f) Liens arising out of conditional sale, title retention,
      consignment or similar arrangements for the sale of goods entered into by
      any Company in the ordinary course of business in accordance with the past
      practices of such Company;

            (g) Liens securing Indebtedness incurred pursuant to Section
      6.01(e); provided that any such Liens attach only to the property being
      financed pursuant to such Indebtedness and do not encumber any other
      property of any Company;

            (h) bankers' Liens, rights of setoff and other similar Liens
      existing solely with respect to cash and Cash Equivalents on deposit in
      one or more accounts maintained by any Company, in each case granted in
      the ordinary course of business in favor of the bank or banks with which
      such accounts are maintained, securing amounts owing to such bank with
      respect to cash management and operating account arrangements, including
      those involving pooled accounts and netting arrangements; provided that,
      unless such Liens are non-consensual and arise by operation of law, in no
      case shall any such Liens secure (either directly or indirectly) the
      repayment of any Indebtedness;

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            (i) Liens on property of a person existing at the time such person
      is acquired or merged with or into or consolidated with any Company to the
      extent permitted hereunder (and not created in anticipation or
      contemplation thereof); provided that such Liens do not extend to property
      not subject to such Liens at the time of acquisition (other than
      improvements thereon) and are no more favorable to the lienholders than
      such existing Lien;

            (j) Liens granted pursuant to the Security Documents to secure the
      Secured Obligations;

            (k) licenses of Intellectual Property granted by any Company in the
      ordinary course of business and not interfering in any material respect
      with the ordinary conduct of business of the Companies;

            (l) the filing of UCC financing statements solely as a precautionary
      measure in connection with operating leases or consignment of goods;

            (m) Liens securing Indebtedness incurred pursuant to Section
      6.01(f); provided that (i) such Liens do not extend to, or encumber,
      property which constitutes Collateral and (ii) such Liens extend only to
      the property (or Equity Interests) of the Foreign Subsidiary incurring
      such Indebtedness; and

            (n) Liens incurred in the ordinary course of business of any Company
      with respect to obligations that do not in the aggregate exceed $500,000
      at any time outstanding, so long as such Liens, to the extent covering any
      Collateral, are junior to the Liens granted pursuant to the Security
      Documents;

provided, however, that no consensual Liens shall be permitted to exist,
directly or indirectly, on any Securities Collateral, other than Liens granted
pursuant to the Security Documents.

      6.03 SALE AND LEASEBACK TRANSACTIONS. Enter into any arrangement, directly
or indirectly, with any person whereby it shall sell or transfer any property,
real or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property which it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred (a "SALE AND LEASEBACK TRANSACTION") unless (i) the
sale of such property is permitted by Section 6.06 and (ii) any Liens arising in
connection with its use of such property are permitted by Section 6.02.

      6.04 INVESTMENT, LOAN AND ADVANCES. Directly or indirectly, lend money or
credit (by way of guarantee or otherwise) or make advances to any person, or
purchase or acquire any stock, bonds, notes, debentures or other obligations or
securities of, or any other interest in, or make any capital contribution to,
any other person, or purchase or own a futures contract or otherwise become
liable for the purchase or sale of currency or other commodities at a future
date in the nature of a futures contract (all of the foregoing, collectively,
"INVESTMENTS"), except that the following shall be permitted:

            (a) the Companies may consummate the Transactions in accordance with
      the provisions of the Transaction Documents;

            (b) Investments outstanding on the Closing Date and identified on
      Schedule 6.04(b);

                                      -85-

<PAGE>

            (c) the Companies may (i) acquire and hold accounts receivables
      owing to any of them if created or acquired in the ordinary course of
      business and payable or dischargeable in accordance with customary terms,
      (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse
      negotiable instruments held for collection in the ordinary course of
      business or (iv) make lease, utility and other similar deposits in the
      ordinary course of business;

            (d) Hedging Obligations incurred pursuant to Section 6.01(c);

            (e) loans and advances to directors, employees and officers of
      Borrower and the Subsidiaries for bona fide business purposes and to
      purchase Equity Interests of Borrower, in aggregate amount not to exceed
      $500,000 at any time outstanding; provided that no loans in violation of
      Section 402 of the Sarbanes-Oxley Act shall be permitted hereunder;

            (f) Investments (i) by Borrower in any Subsidiary Guarantor, (ii) by
      any Company in Borrower or any Subsidiary Guarantor, (iii) by a Subsidiary
      Guarantor in another Subsidiary Guarantor, (iv) by a Subsidiary that is
      not a Subsidiary Guarantor in any other Subsidiary that is not a
      Subsidiary Guarantor and (v) by Borrower or any Subsidiary Guarantor in a
      Foreign Subsidiary in an aggregate amount not to exceed $7.5 million at
      any time outstanding; provided that any Investment in the form of a loan
      or advance shall be evidenced by the Intercompany Note and, in the case of
      a loan or advance by a Loan Party, pledged by such Loan Party as
      Collateral pursuant to the Security Documents;

            (g) Investments in securities of trade creditors or customers in the
      ordinary course of business received upon foreclosure or pursuant to any
      plan of reorganization or liquidation or similar arrangement upon the
      bankruptcy or insolvency of such trade creditors or customers;

            (h) Permitted Acquisitions;

            (i) Investments in instruments issued by the Farm Credit Bureau of
      Canada with a rating of "AA" (or such other similar equivalent rating) or
      higher by at least one nationally recognized statistical rating
      organization (as defined in Rule 436 under the Securities Act) in an
      aggregate amount not to exceed $3.0 million at any time outstanding;

            (j) Investments in Auction Rate Certificates issued in the United
      States by Affiliates of the Administrative Agent with a rating of "AA" (or
      such other similar equivalent rating) or higher by at least one nationally
      recognized statistical rating organization (as defined in Rule 436 under
      the Securities Act) in an aggregate amount not to exceed $15.0 million at
      any time outstanding;

            (k) Investments made by Borrower or any Subsidiary as a result of
      consideration received in connection with an Asset Sale made in compliance
      with Section 6.06; and

            (l) other investments in an aggregate amount not to exceed $1.0
      million at any time outstanding.

      6.05 MERGERS AND CONSOLIDATIONS. Wind up, liquidate or dissolve its
affairs or enter into any transaction of merger or consolidation (or agree to do
any of the foregoing at any future time), except that the following shall be
permitted:

            (a) the Transactions as contemplated by the Transaction Documents;

                                      -86-

<PAGE>

            (b) Asset Sales in compliance with Section 6.06;

            (c) acquisitions in compliance with Section 6.07;

            (d) any Company may merge or consolidate with or into Borrower, any
      Subsidiary Guarantor or any Subsidiary that agrees to become a Subsidiary
      Guarantor (as long as Borrower is the surviving person in the case of any
      merger or consolidation involving Borrower, and a Subsidiary Guarantor is
      the surviving person and remains a Wholly Owned Subsidiary of Borrower in
      any other case); provided that the Lien on and security interest in such
      property granted or to be granted in favor of the Collateral Agent under
      the Security Documents shall be maintained or created in accordance with
      the provisions of Section 5.11 or Section 5.12, as applicable;

            (e) any Subsidiary may dissolve, liquidate or wind up its affairs at
      any time; provided that such dissolution, liquidation or winding up, as
      applicable, could not reasonably be expected to have a Material Adverse
      Effect; and

            (f) any Foreign Subsidiary may merger or consolidate with or into
      any other Foreign Subsidiary.

            To the extent the Required Lenders waive the provisions of this
Section 6.05 with respect to the sale of any Collateral, or any Collateral is
sold as permitted by this Section 6.05, such Collateral (unless sold to a
Company) shall be sold free and clear of the Liens created by the Security
Documents, and the Agents shall take all actions they deem appropriate in order
to effect the foregoing.

      6.06 ASSET SALES. Effect any Asset Sale, or agree to effect any Asset
Sale, except that the following shall be permitted:

            (a) disposition of used, worn out, obsolete or surplus property by
      any Company in the ordinary course of business (including any trade-in,
      swap or exchange of bioanalytical equipment) and the abandonment or other
      disposition of Intellectual Property that is, in the reasonable judgment
      of Borrower, no longer economically practicable to maintain or useful in
      the conduct of the business of the Companies taken as a whole;

            (b) Asset Sales; provided that the aggregate consideration received
      in respect of all Asset Sales pursuant to this clause (b) shall not exceed
      $2.5 million in any four consecutive fiscal quarters of Borrower;

            (c) leases and subleases of real or personal property in the
      ordinary course of business and in accordance with the applicable Security
      Documents;

            (d) the Transactions as contemplated by the Transaction Documents;

            (e) mergers and consolidations in compliance with Section 6.05; and

            (f) Investments in compliance with Section 6.04.

            To the extent the Required Lenders waive the provisions of this
Section 6.06 with respect to the sale of any Collateral, or any Collateral is
sold as permitted by this Section 6.06, such

                                      -87-

<PAGE>

Collateral (unless sold to a Company) shall be sold free and clear of the Liens
created by the Security Documents, and the Agents shall take all actions they
deem appropriate in order to effect the foregoing.

      6.07 ACQUISITIONS. Purchase or otherwise acquire (in one or a series of
related transactions) any part of the property (whether tangible or intangible)
of any person (or agree to do any of the foregoing at any future time), except
that the following shall be permitted:

            (a) Capital Expenditures by Borrower and the Subsidiaries shall be
      permitted to the extent permitted by Section 6.10(c);

            (b) purchases and other acquisitions of inventory, materials,
      equipment and intangible property in the ordinary course of business;

            (c) Investments in compliance with Section 6.04;

            (d) leases and subleases of real or personal property in the
      ordinary course of business and in accordance with the applicable Security
      Documents;

            (e) the Transactions as contemplated by the Transaction Documents;

            (f) Permitted Acquisitions; and

            (g) mergers and consolidations in compliance with Section 6.05;

provided that the Lien on and security interest in such property granted or to
be granted in favor of the Collateral Agent under the Security Documents shall
be maintained or created in accordance with the provisions of Section 5.11 or
Section 5.12, as applicable.

      6.08 DIVIDENDS. Authorize, declare or pay, directly or indirectly, any
Dividends with respect to any Company, except that the following shall be
permitted:

            (a) Dividends by any Company to Borrower or any Guarantor that is a
      Wholly Owned Subsidiary of Borrower;

            (b) the repurchase or redemption of Qualified Capital Stock of
      Borrower held by officers, directors or employees or former officers,
      directors or employees (or their transferees, estates or beneficiaries
      under their estates) of any Company, upon their death, disability,
      retirement, severance or termination of employment or service; provided
      that the aggregate cash consideration paid for all such redemptions and
      payments shall not exceed, in any fiscal year, $1,000,000; and

            (c) the repurchase of Borrower's outstanding common stock pursuant
      to the Borrower's stock buyback program described in Borrower's Form 10-K
      for the fiscal year ending December 31, 2003, provided that, (i) the
      aggregate cash consideration paid for all such repurchases shall not
      exceed, in any fiscal year, the excess, if any of (x) an amount equal to
      25% of Excess Cash Flow for the immediately preceding fiscal year less (y)
      an amount equal to the cash payments made by Borrower during such fiscal
      year to the holders of the Senior Notes upon the conversion of the Senior
      Notes in accordance with the Senior Note Agreement and (ii) on the date of
      any such repurchase, the Total Leverage Ratio on such date (after giving
      effect to such

                                      -88-

<PAGE>

      repurchase and the incurrence of any Indebtedness on such date) is at
      least 0.5x less than the maximum Total Leverage Ratio permitted on such
      date under Section 6.10(a).

      6.09 TRANSACTIONS WITH AFFILIATES. Enter into, directly or indirectly, any
transaction or series of related transactions, whether or not in the ordinary
course of business, with any Affiliate of any Company (other than between or
among Borrower and one or more Subsidiary Guarantors), other than on terms and
conditions at least as favorable to such Company as would reasonably be obtained
by such Company at that time in a comparable arm's-length transaction with a
person other than an Affiliate, except that the following shall be permitted:

            (a) Dividends permitted by Section 6.08;

            (b) Investments permitted by Sections 6.04(e) and (f);

            (c) reasonable director, officer and employee compensation
      (including bonuses) and other benefits (including retirement, health,
      stock option and other benefit plans) and indemnification arrangements, in
      each case approved by the Board of Directors of Borrower;

            (d) transactions with customers, clients, suppliers, joint venture
      partners or purchasers or sellers of goods and services, in each case in
      the ordinary course of business and otherwise not prohibited by the Loan
      Documents;

            (e) sales of Qualified Capital Stock of Borrower to Affiliates of
      Borrower not otherwise prohibited by the Loan Documents and the granting
      of registration and other customary rights in connection therewith;

            (f) any transaction with an Affiliate where the only consideration
      paid by any Loan Party is Qualified Capital Stock of Borrower;

            (g) the Transactions as contemplated by the Transaction Documents;
      and

            (h) transactions among Foreign Subsidiaries.

      6.10 FINANCIAL COVENANTS.

            (a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio,
at any date during any period set forth in the table below, to exceed the ratio
set forth opposite such period in the table below:

<TABLE>
<CAPTION>
           TEST PERIOD                   LEVERAGE RATIO
------------------------------------     --------------
<S>                                      <C>
Closing Date to March 31, 2005            5.75 to 1.00

April 1, 2005 to June 30, 2005            5.25 to 1.00

July 1, 2005 to September 30, 2005        5.00 to 1.00

October 1, 2005 to December 31, 2005      4.50 to 1.00

January 1, 2006 to March 31, 2006         4.00 to 1.00

April 1, 2006 to June 30, 2006            3.75 to 1.00
</TABLE>

                                      -89-

<PAGE>

<TABLE>
<CAPTION>
           TEST PERIOD                   LEVERAGE RATIO
------------------------------------     --------------
<S>                                      <C>
July 1, 2006 to September 30, 2006        3.50 to 1.00

October 1, 2006 to December 31, 2006      3.25 to 1.00

January 1, 2007 to March 31, 2007         3.00 to 1.00

April 1, 2007 to June 30, 2007            3.00 to 1.00

July 1, 2007 to September 30, 2007        2.75 to 1.00

October 1, 2007 to December 31, 2007      2.75 to 1.00

January 1, 2008 to March 31, 2008         2.50 to 1.00

April 1, 2008 to June 30, 2008            2.50 to 1.00

July 1, 2008 to September 30, 2008        2.25 to 1.00

October 1, 2008 to December 31, 2008      2.00 to 1.00

January 1, 2009 to March 31, 2009         1.75 to 1.00

April 1, 2009 to June 30, 2009            1.75 to 1.00

July 1, 2009 to September 30, 2009        1.75 to 1.00

October 1, 2009 and thereafter            1.50 to 1.00
</TABLE>

            (b) Minimum Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio, for any Test Period ending during any period set forth
in the table below, to be less than the ratio set forth opposite such period in
the table below:

<TABLE>
<CAPTION>
                                            INTEREST
             TEST PERIOD                 COVERAGE RATIO
------------------------------------     --------------
<S>                                      <C>
January 1, 2005 to March 31, 2005        4.25 to 1.00

April 1, 2005 to June 30, 2005           4.75 to 1.00

July 1, 2005 to September 30, 2005       5.00 to 1.00

October 1, 2005 to December 31, 2005     5.50 to 1.00

January 1, 2006 to March 31, 2006        6.00 to 1.00

April 1, 2006 to June 30, 2006           6.25 to 1.00

July 1, 2006 to September 30, 2006       6.50 to 1.00

October 1, 2006 to December 31, 2006     7.00 to 1.00

January 1, 2007 to March 31, 2007        7.25 to 1.00

April 1, 2007 and thereafter             8.00 to 1.00
</TABLE>

            (c) Minimum Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio, for any Test Period ending on or after March 31,
2005, to be less than 1.25 to 1.00.

                                      -90-

<PAGE>

            (d) Limitation on Capital Expenditures. Permit the aggregate amount
of Capital Expenditures made in any period set forth below, to exceed the amount
set forth opposite such period below:

<TABLE>
<CAPTION>
             PERIOD                      AMOUNT (IN MILLIONS)
------------------------------------     --------------------
<S>                                      <C>
January 1, 2005 to December 31, 2005        $15,500,000

January 1, 2006 to December 31, 2006        $22,000,000

January 1, 2007 to December 31, 2007        $25,250,000

January 1, 2008 to December 31, 2008        $27,500,000

January 1, 2009 and thereafter              $29,750,000
</TABLE>

      6.11 MODIFICATIONS OF ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS, ETC.
Directly or indirectly:

            (a) amend or modify, or permit the amendment or modification of, any
      provision of any Transaction Document in any manner that is adverse in any
      material respect to the interests of the Lenders; or

            (b) terminate, amend, modify (including electing to treat any
      Pledged Interests (as defined in the Security Agreement) as a "security"
      under Section 8-103 of the UCC) or change any of its Organizational
      Documents (including by the filing or modification of any certificate of
      designation) or any agreement to which it is a party with respect to its
      Equity Interests (including any stockholders' agreement), or enter into
      any new agreement with respect to its Equity Interests, other than any
      such amendments, modifications or changes or such new agreements which are
      not adverse in any material respect to the interests of the Lenders;
      provided that Borrower may issue such Equity Interests, so long as such
      issuance is not prohibited by Section 6.13 or any other provision of this
      Agreement, and may amend its Organizational Documents to authorize any
      such Equity Interests.

      6.12 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES. Directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends
or make any other distributions on its capital stock or any other interest or
participation in its profits owned by Borrower or any Subsidiary, or pay any
Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to
Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or
any Subsidiary, except for such encumbrances or restrictions existing under or
by reason of (i) applicable Requirements of Law; (ii) this Agreement and the
other Loan Documents; (iii) the Senior Note Documents as in effect on the
Closing Date; (iv) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of a Subsidiary; (v) customary
provisions restricting assignment of any agreement entered into by a Subsidiary
in the ordinary course of business; (vi) any holder of a Lien permitted by
Section 6.02 restricting the transfer of the property subject thereto; (vii)
customary restrictions and conditions contained in any agreement relating to the
sale of any property permitted under Section 6.06 pending the consummation of
such sale; (viii) any agreement in effect at the time such Subsidiary becomes a
Subsidiary of Borrower, so long as such agreement was not entered into in
connection with or in contemplation of such person becoming a Subsidiary of
Borrower; (ix) without affecting the Loan Parties' obligations under Section
5.11, customary provisions in partnership agreements, limited liability

                                      -91-

<PAGE>

company organizational governance documents, asset sale and stock sale
agreements and other similar agreements entered into in the ordinary course of
business that restrict the transfer of ownership interests in such partnership,
limited liability company or similar person; (x) restrictions on cash or other
deposits or net worth imposed by suppliers or landlords under contracts entered
into in the ordinary course of business; (xi) any instrument governing
Indebtedness assumed in connection with any Permitted Acquisition, which
encumbrance or restriction is not applicable to any person, or the properties or
assets of any person, other than the person or the properties or assets of the
person so acquired; (xii) in the case of any joint venture which is not a Loan
Party in respect of any matters referred to in clauses (b) and (c) above,
restrictions in such person's Organizational Documents or pursuant to any joint
venture agreement or stockholders agreements solely to the extent of the Equity
Interests of or property held in the subject joint venture or other entity; or
(xiii) any encumbrances or restrictions imposed by any amendments or
refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clauses (iii) or (viii)
above; provided that such amendments or refinancings are no more materially
restrictive with respect to such encumbrances and restrictions than those prior
to such amendment or refinancing.

      6.13 LIMITATION ON ISSUANCE OF CAPITAL STOCK.

            (a) With respect to Borrower, issue any Equity Interest that is not
Qualified Capital Stock.

            (b) With respect to any Subsidiary, issue any Equity Interest
(including by way of sales of treasury stock) or any options or warrants to
purchase, or securities convertible into, any Equity Interest, except (i) for
stock splits, stock dividends and additional issuances of Equity Interests which
do not decrease the percentage ownership of Borrower or any Subsidiaries in any
class of the Equity Interest of such Subsidiary; and (ii) Subsidiaries of
Borrower formed after the Closing Date in accordance with Section 6.14 may issue
Equity Interests to Borrower or the Subsidiary of Borrower which is to own such
Equity Interests. All Equity Interests issued in accordance with this Section
6.13(b) shall, to the extent required by Sections 5.11 and 5.12 or any Security
Agreement, be delivered to the Collateral Agent for pledge pursuant to the
applicable Security Agreement.

      6.14 LIMITATION ON CREATION OF SUBSIDIARIES. Establish, create or acquire
any additional Subsidiaries without the prior written consent of the Required
Lenders; provided that, without such consent, Borrower may (i) establish or
create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create
or acquire one or more Subsidiaries in connection with an Investment made
pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in
connection with a Permitted Acquisition, so long as, in each case, Section
5.11(b) shall be complied with.

      6.15 BUSINESS. Except as set forth on Schedule 6.15 hereto, engage
(directly or indirectly) in any business other than those businesses in which
Borrower and its Subsidiaries are engaged on the Closing Date as described in
the Confidential Information Memorandum (or, in the good faith judgment of the
Board of Directors, which are substantially related thereto or are reasonable
extensions thereof).

      6.16 LIMITATION ON ACCOUNTING CHANGES. Make or permit any change in
accounting policies or reporting practices, without the consent of the Required
Lenders, which consent shall not be unreasonably withheld, except changes that
are required by GAAP, Governmental Authority or applicable law.

      6.17 FISCAL YEAR. Change its fiscal year-end to a date other than December
31.

                                      -92-

<PAGE>

      6.18 LEASE OBLIGATIONS. Create, incur, assume or suffer to exist any
obligations as lessee for the rental or hire of real or personal property of any
kind under leases or agreements to lease having an original term of one year or
more that would cause the direct and contingent liabilities of Borrower and its
Subsidiaries, on a consolidated basis, in respect of all such obligations
payable in any period of 12 consecutive months to exceed an amount equal to
$15.0 million, which amount shall increase by $2.0 million on each anniversary
of the Closing Date.

      6.19 NO FURTHER NEGATIVE PLEDGE. Enter into any agreement, instrument,
deed or lease which prohibits or limits the ability of any Loan Party to create,
incur, assume or suffer to exist any Lien upon any of their respective
properties or revenues, whether now owned or hereafter acquired, or which
requires the grant of any security for an obligation if security is granted for
another obligation, except the following: (1) this Agreement and the other Loan
Documents; (2) covenants in documents creating Liens permitted by Section 6.02
prohibiting further Liens on the properties encumbered thereby; (3) the Senior
Note Documents as in effect on the Closing Date; (4) any other agreement that
does not restrict in any manner (directly or indirectly) Liens created pursuant
to the Loan Documents on any Collateral securing the Secured Obligations and
does not require the direct or indirect granting of any Lien securing any
Indebtedness or other obligation by virtue of the granting of Liens on or pledge
of property of any Loan Party to secure the Secured Obligations; and (5) any
prohibition or limitation that (a) exists pursuant to applicable Requirements of
Law, (b) consists of customary restrictions and conditions contained in any
agreement relating to the sale of any property permitted under Section 6.06
pending the consummation of such sale, (c) restricts subletting or assignment of
any lease governing a leasehold interest of Borrower or a Subsidiary, (d) exists
in any agreement in effect at the time such Subsidiary becomes a Subsidiary of
Borrower, so long as such agreement was not entered into in contemplation of
such person becoming a Subsidiary or (e) is imposed by any amendments or
refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clause (3) or (5)(d);
provided that such amendments and refinancings are no more materially
restrictive with respect to such prohibitions and limitations than those prior
to such amendment or refinancing.

      6.20 ANTI-TERRORISM LAW; ANTI-MONEY LAUNDERING.

            (a) Directly or indirectly, (i) knowingly conduct any business or
engage in making or receiving any contribution of funds, goods or services to or
for the benefit of any person described in Section 3.22, (ii) knowingly deal in,
or otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the
Loan Parties shall deliver to the Lenders any certification or other evidence
requested from time to time by any Lender in its reasonable discretion,
confirming the Loan Parties' compliance with this Section 6.20).

            (b) Cause or permit any of the funds of such Loan Party that are
used to repay the Loans to be derived from any unlawful activity with the result
that the making of the Loans would be in violation of any Requirement of Law.

      6.21 EMBARGOED PERSON. Cause or permit (a) any of the funds or properties
of the Loan Parties that are used to repay the Loans to constitute property of,
or be beneficially owned directly or indirectly by, any person subject to
sanctions or trade restrictions under United States law ("EMBARGOED PERSON" or
"EMBARGOED PERSONS") that is identified on (1) the "List of Specially Designated
Nationals and Blocked Persons" maintained by OFAC and/or on any other similar
list maintained by OFAC pursuant to any authorizing statute including, but not
limited to, the International Emergency Economic

                                      -93-
<PAGE>

Powers Act, 50 U.S.C. Sections 1701 et seq., The Trading with the Enemy Act, 50
U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated
thereunder, with the result that the investment in the Loan Parties (whether
directly or indirectly) is prohibited by a Requirement of Law, or the Loans made
by the Lenders would be in violation of a Requirement of Law, or (2) the
Executive Order, any related enabling legislation or any other similar Executive
Orders or (b) any Embargoed Person to have any direct or indirect interest, of
any nature whatsoever in the Loan Parties, with the result that the investment
in the Loan Parties (whether directly or indirectly) is prohibited by a
Requirement of Law or the Loans are in violation of a Requirement of Law.

      6.22 POST-CLOSING REQUIREMENTS. To the extent not delivered on the Closing
Date, fail to deliver on or prior to the date that is 30 days after the Closing
Date, Control Agreements necessary to perfect the Collateral Agent's security
interest in all Deposit Accounts (as defined in the Security Agreement) of each
Loan Party, provided that, Borrower shall not be required to deliver Control
Agreements with respect to the Deposit Account established at Commercial Bank
(Account No. 9041009266) and any petty cash account if the aggregate amount of
deposits in all such Deposit Accounts does not exceed $1.0 million at any one
time outstanding. Notwithstanding the foregoing, the Collateral Agent may, in
its reasonable discretion, extend the date for the foregoing deliveries for a
period of up to an additional 30 days.

                                   ARTICLE VII

                                    GUARANTEE

      7.01 THE GUARANTEE. The Subsidiary Guarantors hereby jointly and severally
guarantee, as a primary obligor and not as a surety to each Secured Party and
their respective successors and assigns, the prompt payment in full when due
(whether at stated maturity, by required prepayment, declaration, demand, by
acceleration or otherwise) of the principal of and interest (including any
interest, fees, costs or charges that would accrue but for the provisions of the
Title 11 of the United States Code after any bankruptcy or insolvency petition
under Title 11 of the United States Code) on the Loans made by the Lenders to,
and the Notes held by each Lender of, Borrower, and all other Secured
Obligations from time to time owing to the Secured Parties by any Loan Party
under any Loan Document or any Hedging Agreement entered into with a
counterparty that is a Secured Party, in each case strictly in accordance with
the terms thereof (such obligations being herein collectively called the
"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby jointly and
severally agree that if Borrower or other Subsidiary Guarantor(s) shall fail to
pay in full when due (whether at stated maturity, by acceleration or otherwise)
any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay
the same in cash, without any demand or notice whatsoever, and that in the case
of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

      7.02 OBLIGATIONS UNCONDITIONAL. The obligations of the Subsidiary
Guarantors under Section 7.01 shall constitute a guaranty of payment and to the
fullest extent permitted by applicable Requirements of Law, are absolute,
irrevocable and unconditional, joint and several, irrespective of the value,
genuineness, validity, regularity or enforceability of the Guaranteed
Obligations of Borrower under this Agreement, the Notes, if any, or any other
agreement or instrument referred to herein or therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Guaranteed Obligations, and, irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a
surety or Subsidiary Guarantor (except for payment in full). Without limiting
the generality of the foregoing, it is agreed that the occurrence of any

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one or more of the following shall not alter or impair the liability of the
Subsidiary Guarantors hereunder which shall remain absolute, irrevocable and
unconditional under any and all circumstances as described above:

            (i) at any time or from time to time, without notice to the
      Subsidiary Guarantors, the time for any performance of or compliance with
      any of the Guaranteed Obligations shall be extended, or such performance
      or compliance shall be waived;

            (ii) any of the acts mentioned in any of the provisions of this
      Agreement or the Notes, if any, or any other agreement or instrument
      referred to herein or therein shall be done or omitted;

            (iii) the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be amended in any
      respect, or any right under the Loan Documents or any other agreement or
      instrument referred to herein or therein shall be amended or waived in any
      respect or any other guarantee of any of the Guaranteed Obligations or any
      security therefor shall be released or exchanged in whole or in part or
      otherwise dealt with;

            (iv) any Lien or security interest granted to, or in favor of,
      Issuing Bank or any Lender or Agent as security for any of the Guaranteed
      Obligations shall fail to be perfected; or

            (v) the release of any other Subsidiary Guarantor pursuant to
      Section 7.09.

            The Subsidiary Guarantors hereby expressly waive diligence,
presentment, demand of payment, protest and all notices whatsoever, and any
requirement that any Secured Party exhaust any right, power or remedy or proceed
against Borrower under this Agreement or the Notes, if any, or any other
agreement or instrument referred to herein or therein, or against any other
person under any other guarantee of, or security for, any of the Guaranteed
Obligations. The Subsidiary Guarantors waive any and all notice of the creation,
renewal, extension, waiver, termination or accrual of any of the Guaranteed
Obligations and notice of or proof of reliance by any Secured Party upon this
Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Guarantee, and all dealings between Borrower and
the Secured Parties shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. This Guarantee shall be construed
as a continuing, absolute, irrevocable and unconditional guarantee of payment
without regard to any right of offset with respect to the Guaranteed Obligations
at any time or from time to time held by Secured Parties, and the obligations
and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned
or contingent upon the pursuit by the Secured Parties or any other person at any
time of any right or remedy against Borrower or against any other person which
may be or become liable in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right of
offset with respect thereto. This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon the
Subsidiary Guarantors and the successors and assigns thereof, and shall inure to
the benefit of the Lenders, and their respective successors and assigns,
notwithstanding that from time to time during the term of this Agreement there
may be no Guaranteed Obligations outstanding.

      7.03 REINSTATEMENT. The obligations of the Subsidiary Guarantors under
this Article VII shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of Borrower or other Loan Party in
respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise.

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      7.04 SUBROGATION; SUBORDINATION. Each Subsidiary Guarantor hereby agrees
that until the indefeasible payment and satisfaction in full in cash of all
Guaranteed Obligations and the expiration and termination of the Commitments of
the Lenders under this Agreement it shall waive any claim and shall not exercise
any right or remedy, direct or indirect, arising by reason of any performance by
it of its guarantee in Section 7.01, whether by subrogation or otherwise,
against Borrower or any other Subsidiary Guarantor of any of the Guaranteed
Obligations or any security for any of the Guaranteed Obligations. Any
Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) shall be
subordinated to such Loan Party's Secured Obligations in the manner set forth in
the Intercompany Note evidencing such Indebtedness.

      7.05 REMEDIES. The Subsidiary Guarantors jointly and severally agree that,
as between the Guarantors and the Lenders, the obligations of Borrower under
this Agreement and the Notes, if any, may be declared to be forthwith due and
payable as provided in Section 8.01 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section 8.01) for
purposes of Section 7.01, notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against Borrower and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by Borrower)
shall forthwith become due and payable by the Subsidiary Guarantors for purposes
of Section 7.01.

      7.06 INSTRUMENT FOR THE PAYMENT OF MONEY. Each Subsidiary Guarantor hereby
acknowledges that the guarantee in this Article VII constitutes an instrument
for the payment of money, and consents and agrees that any Lender or Agent, at
its sole option, in the event of a dispute by such Subsidiary Guarantor in the
payment of any moneys due hereunder, shall have the right to bring a
motion-action under New York CPLR Section 3213.

      7.07 CONTINUING GUARANTEE. The guarantee in this Article VII is a
continuing guarantee of payment, and shall apply to all Guaranteed Obligations
whenever arising.

      7.08 GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any action or
proceeding involving any state corporate limited partnership or limited
liability company law, or any applicable state, federal or foreign bankruptcy,
insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of any Subsidiary Guarantor under Section 7.01
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 7.01, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any
further action by such Subsidiary Guarantor, any Loan Party or any other person,
be automatically limited and reduced to the highest amount that is valid and
enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.

      7.09 RELEASE OF GUARANTORS. If, in compliance with the terms and
provisions of the Loan Documents, all or substantially all of the Equity
Interests or property of any Subsidiary Guarantor are sold or otherwise
transferred (a "TRANSFERRED GUARANTOR") to a person or persons, none of which is
Borrower or a Subsidiary, such Transferred Guarantor shall, upon the
consummation of such sale or transfer, be released from its obligations under
this Agreement (including under Section 10.03 hereof) and its obligations to
pledge and grant any Collateral owned by it pursuant to any Security Document
and, in the case of a sale of all or substantially all of the Equity Interests
of the Transferred Guarantor, the pledge of such Equity Interests to the
Collateral Agent pursuant to the Security Agreements shall be released, and the
Collateral Agent shall take such actions and execute and deliver such documents
as are

                                      -96-

<PAGE>

necessary to effect each release described in this Section 7.09 in accordance
with the relevant provisions of the Security Documents.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

      8.01 EVENTS OF DEFAULT. Upon the occurrence and during the continuance of
the following events ("EVENTS OF DEFAULT"):

            (a) default shall be made in the payment of any principal of any
      Loan or any Reimbursement Obligation when and as the same shall become due
      and payable, whether at the due date thereof (including a Term Loan
      Repayment Date) or at a date fixed for prepayment (whether voluntary or
      mandatory) thereof or by acceleration thereof or otherwise;

            (b) default shall be made in the payment of any interest on any Loan
      or any Fee or any other amount (other than an amount referred to in
      paragraph (a) above) due under any Loan Document, when and as the same
      shall become due and payable, and such default shall continue unremedied
      for a period of three Business Days;

            (c) any representation or warranty made or deemed made in or in
      connection with any Loan Document or the borrowings or issuances of
      Letters of Credit hereunder, or any representation, warranty, statement or
      information contained in any report, certificate, financial statement or
      other instrument furnished in connection with or pursuant to any Loan
      Document, shall prove to have been false or misleading in any material
      respect when so made, deemed made or furnished;

            (d) default shall be made in the due observance or performance by
      any Company of any covenant, condition or agreement contained in Section
      5.02(a) or 5.08 or in Article VI;

            (e) default shall be made in the due observance or performance by
      any Company of any covenant, condition or agreement contained in any Loan
      Document (other than those specified in paragraphs (a), (b) or (d)
      immediately above) and such default shall continue unremedied or shall not
      be waived for a period of 30 days after written notice thereof from the
      Administrative Agent or any Lender to Borrower;

            (f) any Company shall (i) fail to pay any principal or interest,
      regardless of amount, due in respect of any Indebtedness (other than the
      Obligations), when and as the same shall become due and payable beyond any
      applicable grace period, or (ii) fail to observe or perform any other
      term, covenant, condition or agreement contained in any agreement or
      instrument evidencing or governing any such Indebtedness if the effect of
      any failure referred to in this clause (ii) is to cause, or to permit the
      holder or holders of such Indebtedness or a trustee or other
      representative on its or their behalf (with or without the giving of
      notice, the lapse of time or both) to cause, such Indebtedness to become
      due prior to its stated maturity or become subject to a mandatory offer
      purchase by the obligor; provided that it shall not constitute an Event of
      Default pursuant to this paragraph (f) --- unless the aggregate amount of
      all such Indebtedness referred to in clauses (i) and (ii) exceeds $500,000
      at any one time (provided that, in the case of Hedging Obligations, the
      amount counted for this purpose shall be the amount payable by all
      Companies if such Hedging Obligations were terminated at such time);

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<PAGE>

            (g) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed in a court of competent jurisdiction seeking (i)
      relief in respect of any Company, or of a substantial part of the property
      of any Company, under Title 11 of the Code, as now constituted or
      hereafter amended, or any other federal, state or foreign bankruptcy,
      insolvency, receivership or similar law; (ii) the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar
      official for any Company or for a substantial part of the property of any
      Company; or (iii) the winding-up or liquidation of any Company; and such
      proceeding or petition shall continue undismissed for 60 days or an order
      or decree approving or ordering any of the foregoing shall be entered;

            (h) any Company shall (i) voluntarily commence any proceeding or
      file any petition seeking relief under Title 11 of the United States Code,
      as now constituted or hereafter amended, or any other federal, state or
      foreign bankruptcy, insolvency, receivership or similar law; (ii) consent
      to the institution of, or fail to contest in a timely and appropriate
      manner, any proceeding or the filing of any petition described in clause
      (g) above; (iii) apply for or consent to the appointment of a receiver,
      trustee, custodian, sequestrator, conservator or similar official for any
      Company or for a substantial part of the property of any Company; (iv)
      file an answer admitting the material allegations of a petition filed
      against it in any such proceeding; (v) make a general assignment for the
      benefit of creditors; (vi) become unable, admit in writing its inability
      or fail generally to pay its debts as they become due; (vii) take any
      action for the purpose of effecting any of the foregoing; or (viii) wind
      up or liquidate;

            (i) one or more judgments, orders or decrees for the payment of
      money in an aggregate amount in excess of $500,000 shall be rendered
      against any Company or any combination thereof and the same shall remain
      undischarged, unvacated or unbonded for a period of 30 consecutive days
      during which execution shall not be effectively stayed, or any action
      shall be legally taken by a judgment creditor to levy upon properties of
      any Company to enforce any such judgment;

            (j) one or more ERISA Events or noncompliance with respect to
      Foreign Plans shall have occurred that, in the reasonable judgment of the
      Required Lenders, when taken together with all other such ERISA Events and
      noncompliance with respect to Foreign Plans that have occurred, could
      reasonably be expected to result in liability of any Company and its ERISA
      Affiliates in an aggregate amount exceeding $500,000 or in the imposition
      of a Lien on any properties of a Company;

            (k) any security interest and Lien purported to be created by any
      Security Document shall cease to be in full force and effect, or shall
      cease to give the Collateral Agent, for the benefit of the Secured
      Parties, the Liens, rights, powers and privileges purported to be created
      and granted under such Security Document (including a perfected first
      priority security interest in and Lien on all of the Collateral thereunder
      (except as otherwise expressly provided in such Security Document)) in
      favor of the Collateral Agent, or shall be asserted by Borrower or any
      other Loan Party not to be a valid, perfected, first priority (except as
      otherwise expressly provided in this Agreement or such Security Document)
      security interest in or Lien on the Collateral covered thereby;

            (l) any Loan Document or any material provisions thereof shall at
      any time and for any reason be declared by a court of competent
      jurisdiction to be null and void, or a proceeding shall be commenced by
      any Loan Party or any other person, or by any Governmental Authority,
      seeking to establish the invalidity or unenforceability thereof (exclusive
      of questions of

                                      -98-

<PAGE>

      interpretation of any provision thereof), or any Loan Party shall
      repudiate or deny any portion of its liability or obligation for the
      Obligations;

            (m) there shall have occurred a Change in Control;

            (n) any Company shall be prohibited or otherwise restrained from
      conducting the business theretofore conducted by it in any manner that has
      or could reasonably be expected to result in a Material Adverse Effect by
      virtue of any determination, ruling, decision, decree or order of any
      court or Governmental Authority of competent jurisdiction; or

            (o) Borrower shall make cash payments to the holders of the Senior
      Notes upon the conversion of the Senior Notes in accordance with the
      Senior Note Agreement in an aggregate amount, in any fiscal year,
      exceeding the lesser of (i) $10.0 million and (ii) an amount equal to the
      sum of (A) an amount equal to the excess, if any, of an amount equal to
      25% of Excess Cash Flow for the immediately preceding fiscal year less the
      aggregate amount of cash consideration paid for repurchases of Borrower's
      common stock during such fiscal year in accordance with Section 6.08(c)
      plus (B) the aggregate amount of Net Cash Proceeds received by Borrower
      upon the exercise of options to purchase Borrower's common stock pursuant
      to Borrower's stock option plans which are not required to be applied to
      make prepayments pursuant to Section 2.10(e);

then, and in every such event (other than an event with respect to Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to Borrower, take either or both of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments and (ii) declare the Loans and Reimbursement Obligations then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans and Reimbursement Obligations so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and
all other Obligations of Borrower accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by Borrower and the Guarantors, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event, with respect to
Borrower described in paragraph (g) or (h) above, the Commitments shall
automatically terminate and the principal of the Loans and Reimbursement
Obligations then outstanding, together with accrued interest thereon and any
unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and
under any other Loan Document, shall automatically become due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by Borrower and the Subsidiary Guarantors,
anything contained herein or in any other Loan Document to the contrary
notwithstanding.

      8.02 RESCISSION. If at any time after termination of the Commitments or
acceleration of the maturity of the Loans, Borrower shall pay all arrears of
interest and all payments on account of principal of the Loans and Reimbursement
Obligations owing by it that shall have become due otherwise than by
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified herein) and all Defaults (other than
non-payment of principal of and accrued interest on the Loans due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant Section
10.02, then upon the written consent of the Required Lenders and written notice
to Borrower, the termination of the Commitments or the acceleration and their
consequences may be rescinded and annulled; but such action shall not affect any
subsequent Default or impair any right or remedy consequent thereon. The
provisions of the preceding sentence are intended merely to bind the Lenders and
the Issuing Bank to a decision that may be made at the election of the Required
Lenders, and such

                                      -99-

<PAGE>

provisions are not intended to benefit Borrower and do not give Borrower the
right to require the Lenders to rescind or annul any acceleration hereunder,
even if the conditions set forth herein are met.

      8.03 APPLICATION OF PROCEEDS. The proceeds received by the Collateral
Agent in respect of any sale of, collection from or other realization upon all
or any part of the Collateral pursuant to the exercise by the Collateral Agent
of its remedies shall be applied, in full or in part, together with any other
sums then held by the Collateral Agent pursuant to this Agreement, promptly by
the Collateral Agent as follows:

            (a) First, to the payment of all reasonable costs and expenses,
      fees, commissions and taxes of such sale, collection or other realization
      including compensation to the Collateral Agent and its agents and counsel,
      and all expenses, liabilities and advances made or incurred by the
      Collateral Agent in connection therewith and all amounts for which the
      Collateral Agent is entitled to indemnification pursuant to the provisions
      of any Loan Document, together with interest on each such amount at the
      highest rate then in effect under this Agreement from and after the date
      such amount is due, owing or unpaid until paid in full;

            (b) Second, to the payment of all other reasonable costs and
      expenses of such sale, collection or other realization including
      compensation to the other Secured Parties and their agents and counsel and
      all costs, liabilities and advances made or incurred by the other Secured
      Parties in connection therewith, together with interest on each such
      amount at the highest rate then in effect under this Agreement from and
      after the date such amount is due, owing or unpaid until paid in full;

            (c) Third, without duplication of amounts applied pursuant to
      clauses (a) and (b) above, to the indefeasible payment in full in cash,
      pro rata, of interest and other amounts constituting Obligations (other
      than principal and Reimbursement Obligations) and any fees, premiums and
      scheduled periodic payments due under Hedging Agreements constituting
      Secured Obligations and any interest accrued thereon, in each case equally
      and ratably in accordance with the respective amounts thereof then due and
      owing;

            (d) Fourth, to the indefeasible payment in full in cash, pro rata,
      of principal amount of the Obligations (including Reimbursement
      Obligations) and any breakage, termination or other payments under Hedging
      Agreements constituting Secured Obligations and any interest accrued
      thereon; and

            (e) Fifth, the balance, if any, to the person lawfully entitled
      thereto (including the applicable Loan Party or its successors or assigns)
      or as a court of competent jurisdiction may direct.

            In the event that any such proceeds are insufficient to pay in full
the items described in clauses (a) through (e) of this Section 8.03, the Loan
Parties shall remain liable, jointly and severally, for any deficiency.

                                   ARTICLE IX

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

      9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the Issuing Bank
hereby irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as the
Administrative Agent and the

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<PAGE>

Collateral Agent hereunder and under the other Loan Documents and authorizes
such Agents to take such actions on its behalf and to exercise such powers as
are delegated to such Agents by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent, the Collateral
Agent, the Lenders and the Issuing Bank, and neither Borrower nor any other Loan
Party shall have rights as a third party beneficiary of any of such provisions.

      9.02 RIGHTS AS A LENDER. Each person serving as an Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not an Agent and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated or unless the context
otherwise requires, include each person serving as an Agent hereunder in its
individual capacity. Such person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with Borrower or any Subsidiary
or other Affiliate thereof as if such person were not an Agent hereunder and
without any duty to account therefor to the Lenders.

      9.03 EXCULPATORY PROVISIONS. No Agent shall have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, no Agent:

            (i) shall be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing;

            (ii) shall have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that such
      Agent is required to exercise as directed in writing by the Required
      Lenders (or such other number or percentage of the Lenders as shall be
      expressly provided for herein or in the other Loan Documents); provided
      that such Agent shall not be required to take any action that, in its
      judgment or the judgment of its counsel, may expose such Agent to
      liability or that is contrary to any Loan Document or applicable
      Requirements of Law; and

            (iii) shall, except as expressly set forth herein and in the other
      Loan Documents, have any duty to disclose, and shall not be liable for the
      failure to disclose, any information relating to Borrower or any of its
      Affiliates that is communicated to or obtained by the person serving as
      such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Section
10.02) or (y) in the absence of its own gross negligence or willful misconduct.
No Agent shall be deemed to have knowledge of any Default unless and until
notice describing such Default is given to such Agent by Borrower, a Lender or
the Issuing Bank.

            No Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set

                                     -101-

<PAGE>

forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to such Agent. Without limiting the
generality of the foregoing, the use of the term "agent" in this Agreement with
reference to the Administrative Agent or the Collateral 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 us used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

      9.04 RELIANCE BY AGENT. Each Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper person. Each Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or
the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the Issuing Bank, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the Issuing Bank
unless the Administrative Agent shall have received notice to the contrary from
such Lender or the Issuing Bank prior to the making of such Loan or the issuance
of such Letter of Credit. Each Agent may consult with legal counsel (who may be
counsel for Borrower), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.

      9.05 DELEGATION OF DUTIES. Each Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by such Agent. Each
Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

      9.06 RESIGNATION OF AGENT. Each Agent may at any time give notice of its
resignation to the Lenders, the Issuing Bank and Borrower. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in
consultation with Borrower, to appoint a successor, which shall be a bank with
an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may
on behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting
the qualifications set forth above provided that if the Agent shall notify
Borrower and the Lenders that no qualifying person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents (except
that in the case of any collateral security held by the Collateral Agent on
behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the
retiring Collateral Agent shall continue to hold such collateral security as
nominee until such time as a successor Collateral Agent is appointed) and (2)
all payments, communications and determinations provided to be made by, to or
through an Agent shall instead be made by or to each Lender and the Issuing Bank
directly, until such time as the Required Lenders appoint a successor Agent as
provided for above in this paragraph. Upon the acceptance of a successor's
appointment as Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Agent, and the retiring Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in

                                     -102-

<PAGE>

this paragraph). The fees payable by Borrower to a successor Agent shall be the
same as those payable to its predecessor unless otherwise agreed between
Borrower and such successor. After the retiring Agent's resignation hereunder
and under the other Loan Documents, the provisions of this Article IX and
Section 10.03 shall continue in effect for the benefit of such retiring Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Agent was acting
as Agent.

      9.07 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender and the Issuing
Bank acknowledges that it has, independently and without reliance upon any Agent
or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the Issuing Bank also acknowledges that it will,
independently and without reliance upon any Agent or any other Lender and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

      9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Bookmanagers, Arrangers, Syndication Agent or
Documentation Agent listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
the Collateral Agent, a Lender or the Issuing Bank hereunder.

                                    ARTICLE X

                                  MISCELLANEOUS

      10.01 NOTICES.

            (a) Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in paragraph (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows:

            (i) if to any Loan Party, to Borrower at:

                          SFBC International, Inc.
                          11190 Biscayne Boulevard
                          Miami, Florida 33181
                          Attention: Chief Financial Officer
                          Telecopier No.: (305) 895-4204
                          Email: dnatan@SFBCI.com

                                     -103-

<PAGE>

            (ii) if to the Administrative Agent, the Collateral Agent, Swingline
      Lender or Issuing Bank, to it at:

                          UBS AG, Stamford Branch
                          677 Washington Boulevard
                          Stamford, Connecticut  06901
                          Attention: Juan Zuniga
                          Telecopier No.: (203) 719-5993
                          Email: juan.zuniga@ubs.com

            (iii) if to a Lender, to it at its address (or telecopier number)
      set forth in its Administrative Questionnaire; and

            (iv) if to the Swingline Lender, to it at:

                          UBS Loan Finance LLC
                          677 Washington Boulevard
                          Stamford, Connecticut  06901
                          Attention: Juan Zuniga
                          Telecopier No.: (203) 719-5993
                          Email: juan.zuniga@ubs.com

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in paragraph (b) below, shall be effective as provided in said
paragraph (b).

            (b) Electronic Communications. Notices and other communications to
the Lenders and the Issuing Bank hereunder may (subject to Section 10.01(d)) be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices to
any Lender or the Issuing Bank pursuant to Article II if such Lender or the
Issuing Bank, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication.
The Administrative Agent, the Collateral Agent or Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it (including as
set forth in Section 10.01(d)); provided that approval of such procedures may be
limited to particular notices or communications.

            Unless the Administrative Agent otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received upon
the sender's receipt of an acknowledgment from the intended recipient (such as
by the "return receipt requested" function, as available, return e-mail or other
written acknowledgment); provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

                                     -104-

<PAGE>

            (c) Change of Address, Etc. Any party hereto may change its address
or telecopier number for notices and other communications hereunder by notice to
the other parties hereto.

            (d) Posting. Each Loan Party hereby agrees that it will provide to
the Administrative Agent all information, documents and other materials that it
is obligated to furnish to the Administrative Agent pursuant to this Agreement
and any other Loan Document, including all notices, requests, financial
statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) relates to a request
for a new, or a conversion of an existing, Borrowing or other extension of
credit (including any election of an interest rate or interest period relating
thereto), (ii) relates to the payment of any principal or other amount due under
this Agreement prior to the scheduled date therefor, (iii) provides notice of
any Default under this Agreement or (iv) is required to be delivered to satisfy
any condition precedent to the effectiveness of this Agreement and/or any
borrowing or other extension of credit hereunder (all such non-excluded
communications, collectively, the "COMMUNICATIONS"), by transmitting the
Communications in an electronic/soft medium in a format reasonably acceptable to
the Administrative Agent at juan.zuniga@ubs.com or at such other e-mail
address(es) provided to Borrower from time to time or in such other form,
including hard copy delivery thereof, as the Administrative Agent shall require.
In addition, each Loan Party agrees to continue to provide the Communications to
the Administrative Agent in the manner specified in this Agreement or any other
Loan Document or in such other form, including hard copy delivery thereof, as
the Administrative Agent shall require. Nothing in this Section 10.01 shall
prejudice the right of the Agents, any Lender or any Loan Party to give any
notice or other communication pursuant to this Agreement or any other Loan
Document in any other manner specified in this Agreement or any other Loan
Document or as any such Agent shall require.

            To the extent consented to by the Administrative Agent in writing
from time to time, Administrative Agent agrees that receipt of the
Communications by the Administrative Agent at its e-mail address(es) set forth
above shall constitute effective delivery of the Communications to the
Administrative Agent for purposes of the Loan Documents; provided that Borrower
shall also deliver to the Administrative Agent an executed original of each
Compliance Certificate required to be delivered hereunder.

            Each Loan Party further agrees that Administrative Agent may make
the Communications available to the Lenders by posting the Communications on
Intralinks or a substantially similar electronic transmission system (the
"PLATFORM"). The Platform is provided "as is" and "as available." The Agents do
not warrant the accuracy or completeness of the Communications, or the adequacy
of the Platform and expressly disclaim liability for errors or omissions in the
communications. No warranty of any kind, express, implied or statutory,
including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from
viruses or other code defects, is made by any Agent in connection with the
Communications or the Platform. In no event shall the Administrative Agent or
any of its Related Parties have any liability to the Loan Parties, any Lender or
any other person for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Loan Party's or the Administrative
Agent's transmission of communications through the Internet, except to the
extent the liability of such person is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from such person's gross
negligence or willful misconduct.

                                     -105-

<PAGE>

      10.02 WAIVERS; AMENDMENT.

            (a) Generally. No failure or delay by any Agent, the Issuing Bank or
any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
each Agent, the Issuing Bank and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by this Section 10.02, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default, regardless of whether any Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time. No
notice or demand on Borrower in any case shall entitle Borrower to any other or
further notice or demand in similar or other circumstances.

            (b) Required Consents. Subject to Section 10.02(c), (d) and (e),
neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended, supplemented or modified except, in the case of
this Agreement, pursuant to an agreement or agreements in writing entered into
by Borrower and the Required Lenders or, in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the
Administrative Agent, the Collateral Agent (in the case of any Security
Document) and the Loan Party or Loan Parties that are party thereto, in each
case with the written consent of the Required Lenders; provided that no such
agreement shall be effective if the effect thereof would:

            (i) increase the Commitment of any Lender without the written
      consent of such Lender (it being understood that no amendment,
      modification, termination, waiver or consent with respect to any condition
      precedent, covenant or Default shall constitute an increase in the
      Commitment of any Lender);

            (ii) reduce the principal amount of any Loan or LC Disbursement or
      reduce the rate of interest thereon (other than interest pursuant to
      Section 2.06(c)), or reduce any Fees payable hereunder, or change the form
      or currency of payment of any Obligation, without the written consent of
      each Lender directly affected thereby (it being understood that any
      amendment or modification to the financial definitions in this Agreement
      shall not constitute a reduction in the rate of interest for purposes of
      this clause (ii));

            (iii) (A) change the scheduled final maturity of any Loan, or any
      scheduled date of payment of or the installment otherwise due on the
      principal amount of any Term Loan under Section 2.09, (B) postpone the
      date for payment of any Reimbursement Obligation or any interest or fees
      payable hereunder, (C) change the amount of, waive or excuse any such
      payment (other than waiver of any increase in the interest rate pursuant
      to Section 2.06(c)), or (D) postpone the scheduled date of expiration of
      any Commitment or any Letter of Credit beyond the Revolving Maturity Date,
      in any case, without the written consent of each Lender directly affected
      thereby;

            (iv) increase the maximum duration of Interest Periods hereunder,
      without the written consent of each Lender directly affected thereby;

                                     -106-

<PAGE>

            (v) permit the assignment or delegation by Borrower of any of its
      rights or obligations under any Loan Document, without the written consent
      of each Lender;

            (vi) release all or substantially all of the Subsidiary Guarantors
      from their Guarantee (except as expressly provided in Article VII), or
      limit their liability in respect of such Guarantee, without the written
      consent of each Lender;

            (vii) release all or a substantial portion of the Collateral from
      the Liens of the Security Documents or alter the relative priorities of
      the Secured Obligations entitled to the Liens of the Security Documents,
      in each case without the written consent of each Lender (it being
      understood that additional Classes of Loans consented to by the Required
      Lenders may be equally and ratably secured by the Collateral with the then
      existing Secured Obligations under the Security Documents);

            (viii) change Section 2.14(b), (c) or (d) in a manner that would
      alter the pro rata sharing of payments or setoffs required thereby or any
      other provision in a manner that would alter the pro rata allocation among
      the Lenders of Loan disbursements, including the requirements of Sections
      2.02(a), 2.17(d) and 2.18(d), without the written consent of each Lender
      directly affected thereby;

            (ix) change any provision of this Section 10.02(b) or Section
      10.02(c) or (d), without the written consent of each Lender directly
      affected thereby (except for additional restrictions on amendments or
      waivers for the benefit of Lenders of additional Classes of Loans
      consented to by the Required Lenders);

            (x) change the percentage set forth in the definition of "Required
      Lenders," "Required Class Lenders," "Required Revolving Lenders" or any
      other provision of any Loan Document (including this Section) specifying
      the number or percentage of Lenders (or Lenders of any Class) required to
      waive, amend or modify any rights thereunder or make any determination or
      grant any consent thereunder, without the written consent of each Lender
      (or each Lender of such Class, as the case may be), other than to increase
      such percentage or number or to give any additional Lender or group of
      Lenders such right to waive, amend or modify or make any such
      determination or grant any such consent;

            (xi) change the application of prepayments as among or between
      Classes under Section 2.10(h), without the written consent of the Required
      Class Lenders of each Class that is being allocated a lesser prepayment as
      a result thereof (it being understood that the Required Lenders may waive,
      in whole or in part, any prepayment so long as the application, as between
      Classes, of any portion of such prepayment that is still required to be
      made is not changed and, if additional Classes of Term Loans under this
      Agreement consented to by the Required Lenders are made, such new Term
      Loans may be included on a pro rata basis in the various prepayments
      required pursuant to Section 2.10(h));

            (xii) change or waive the application of prepayments of Term Loans
      of any Class set forth in Section 2.10(h) to the remaining scheduled
      amortization payments to be made thereon under Section 2.09, without the
      written consent of the Required Class Lenders of such Class;

            (xiii) change or waive any provision of Article X as the same
      applies to any Agent, or any other provision hereof as the same applies to
      the rights or obligations of any Agent, in each case without the written
      consent of such Agent;

                                     -107-

<PAGE>

            (xiv) change or waive any obligation of the Lenders relating to the
      issuance of or purchase of participations in Letters of Credit, without
      the written consent of the Administrative Agent and the Issuing Bank;

            (xv) change or waive any provision hereof relating to Swingline
      Loans (including the definition of "Swingline Commitment"), without the
      written consent of the Swingline Lender; or

            (xvi) expressly change or waive any condition precedent in Section
      4.02 to any Revolving Borrowing without the written consent of the
      Required Revolving Lenders;

provided, further, that any waiver, amendment or modification prior to the
completion of the primary syndication (as determined by the Arranger) may not be
effected without the written consent of the Arranger.

            (c) Collateral. Without the consent of any other person, the
applicable Loan Party or Parties and the Administrative Agent and/or Collateral
Agent may (in its or their respective sole discretion, or shall, to the extent
required by any Loan Document) enter into any amendment or waiver of any Loan
Document, or enter into any new agreement or instrument, to effect the granting,
perfection, protection, expansion or enhancement of any security interest in any
Collateral or additional property to become Collateral for the benefit of the
Secured Parties, or as required by local law to give effect to, or protect any
security interest for the benefit of the Secured Parties, in any property or so
that the security interests therein comply with applicable Requirements of Law.

            (d) Dissenting Lenders. If, in connection with any proposed change,
waiver, discharge or termination of the provisions of this Agreement as
contemplated by Section 10.02(b), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then Borrower shall have the right to replace all, but
not less than all, of such non-consenting Lender or Lenders (so long as all
non-consenting Lenders are so replaced) with one or more persons pursuant to
Section 2.16 so long as at the time of such replacement each such new Lender
consents to the proposed change, waiver, discharge or termination.

            (e) Refinanced Term Loans. In addition, notwithstanding the
foregoing, this Agreement may be amended with the written consent of the
Administrative Agent, Borrower and the Lenders providing the relevant
Replacement Term Loans (as defined below) to permit the refinancing of all
outstanding Term Loans ("REFINANCED TERM LOANS") with a replacement "C" term
loan tranche hereunder which shall constitute Term Loans hereunder ("REPLACEMENT
TERM LOANS"); provided that (a) the aggregate principal amount of Replacement
Term Loans shall not exceed the aggregate principal amount of Refinanced Term
Loans, (b) the Applicable Margin for Replacement Term Loans shall not be higher
than the Applicable Margin for Refinanced Term Loans, (c) the weighted average
life to maturity of Replacement Term Loans shall not be shorter than the
weighted average life to maturity of Refinanced Term Loans at the time of such
refinancing and (d) all other terms applicable to Replacement Term Loans shall
be substantially identical to, or less favorable to the Lenders providing
Replacement Term Loans than, those applicable to Refinanced Term Loans, except
to the extent necessary to provide for covenants and other terms applicable to
any period after the Final Maturity Date in effect immediately prior to such
refinancing.

      10.03 EXPENSES; INDEMNITY; DAMAGE WAIVER.

            (a) Costs and Expenses. Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent and their respective Affiliates

                                     -108-

<PAGE>

(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent and/or the Collateral Agent) in connection with the
syndication of the credit facilities provided for herein (including the
obtaining and maintaining of CUSIP numbers for the Loans), the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder, (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank
(including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank), in
connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under
this Section 10.03, or (B) in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit and (iv) all documentary and similar taxes and charges in
respect of the Loan Documents.

            (b) Indemnification by Borrower. Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any
sub-agent thereof) each Lender and the Issuing Bank, and each Related Party of
any of the foregoing persons (each such person being called an "INDEMNITEE")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or Release or threatened Release of Hazardous Materials on,
at, under or from any property owned, leased or operated by any Company at any
time, any violation of, noncompliance with, or liability or obligation under,
any Environmental Laws, any orders, requirements or demands of Governmental
Authorities relating to any Environmental Laws or Environmental Permits, or any
Environmental Claim related in any way to any Company, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by Borrower or any other Loan Party, and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee or (y) result from
a claim brought by Borrower or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.

            (c) Reimbursement by Lenders. To the extent that Borrower for any
reason fails to indefeasibly pay any amount required under paragraph (a) or (b)
of this Section 10.03 to be paid by it to the Administrative Agent (or any
sub-agent thereof), the Collateral Agent, the Swingline Lender, the Issuing Bank
or any Related Party of any of the foregoing, each Lender severally agrees to
pay to the

                                     -109-

<PAGE>

Administrative Agent (or any such sub-agent), the Collateral Agent (or any
sub-agent thereof), the Issuing Bank, the Swingline Lender or such Related
Party, as the case may be, such Lender's pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent (or any such sub-agent), the
Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Issuing
Bank in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent), the
Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing
Bank in connection with such capacity. The obligations of the Lenders under this
paragraph (c) are subject to the provisions of Section 2.14. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum of the total Revolving Exposure, outstanding Term Loans and unused
Commitments at the time.

            (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable Requirements of Law, no Loan Party shall assert, and
each Loan Party hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in paragraph (b) above shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby.

            (e) Payments. All amounts due under this Section shall be payable
not later than three Business Days after demand therefor.

      10.04 SUCCESSORS AND ASSIGNS.

            (a) Successors and Assigns Generally. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent, the
Collateral Agent, the Issuing Lender, the Swingline Lender and each Lender and
no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of paragraph (b) of this Section 10.04, (ii) by way of participation in
accordance with the provisions of paragraph (d) of this Section 10.04 or (iii)
by way of pledge or assignment of a security interest subject to the
restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by Borrower or any Lender shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in paragraph (d)
of this Section and, to the extent expressly contemplated hereby, the other
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

            (b) Assignments by Lenders. Any Lender may at any time assign to one
or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that

            (i) except in the case of any assignment made in connection with the
      primary syndication of the Commitment and Loans by the Arranger or an
      assignment of the entire

                                     -110-

<PAGE>

      remaining amount of the assigning Lender's Commitment and the Loans at the
      time owing to it or in the case of an assignment to a Lender or an
      Affiliate of a Lender or an Approved Fund with respect to a Lender, the
      aggregate amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the applicable Commitment is not then in
      effect, the principal outstanding balance of the Loans of the assigning
      Lender subject to each such assignment (determined as of the date the
      Assignment and Assumption with respect to such assignment is delivered to
      the Administrative Agent or, if "Trade Date" is specified in the
      Assignment and Assumption, as of the Trade Date) shall not be less than
      $2.5 million, in the case of any assignment in respect of Revolving Loans
      and/or Revolving Commitments, or $1.0 million, in the case of any
      assignment in respect of Term Loans and/or Term Loan Commitments, unless
      each of the Administrative Agent and, so long as no Default has occurred
      and is continuing, Borrower otherwise consent (each such consent not to be
      unreasonably withheld or delayed);

            (ii) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement with respect to the Loan or the Commitment assigned,
      except that this clause (ii) shall not prohibit any Lender from assigning
      all or a portion of its rights and obligations among separate tranches on
      a non-pro rata basis; and

            (iii) the parties to each assignment shall execute and deliver to
      the Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500, and the Eligible Assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to paragraph (c) of this Section 10.04, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (d) of this Section
10.04.

            (c) Register. The Administrative Agent, acting solely for this
purpose as an agent of Borrower, shall maintain at one of its offices in
Stamford, Connecticut a copy of each Assignment and Assumption delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal amounts of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the
"REGISTER"). The entries in the Register shall be conclusive, and Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by Borrower, the
Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with
respect to its own interest only), at any reasonable time and from time to time
upon reasonable prior notice.

                                     -111-

<PAGE>

            (d) Participations. Any Lender may at any time, without the consent
of, or notice to, Borrower, the Administrative Agent, the Issuing Bank or the
Swingline Lender sell participations to any person (other than a natural person
or Borrower or any of Borrower's Affiliates or Subsidiaries) (each, a
"PARTICIPANT") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the
Loans owing to it); provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) Borrower, the Administrative Agent and the Lenders and Issuing Bank
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement.

            Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce the Loan Documents and to approve any amendment, modification or waiver
of any provision of the Loan Documents; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause
(i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such
Participant. Subject to paragraph (e) of this Section, Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15
(subject to the requirements of those Sections) to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.14 as though it were a
Lender.

            (e) Limitations on Participant Rights. A Participant shall not be
entitled to receive any greater payment under Sections 2.12, 2.13 and 2.15 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrower's prior written consent.

            (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. In
the case of any Lender that is a fund that invests in bank loans, such Lender
may, without the consent of Borrower or the Administrative Agent, collaterally
assign or pledge all or any portion of its rights under this Agreement,
including the Loans and Notes or any other instrument evidencing its rights as a
Lender under this Agreement, to any holder of, trustee for, or any other
representative of holders of, obligations owed or securities issued, by such
fund, as security for such obligations or securities.

      10.05 SURVIVAL OF AGREEMENT. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Agents, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.12, 2.14, 2.15 and Article X shall survive and remain in full force
and effect regardless of the consummation of the transactions

                                     -112-

<PAGE>

contemplated hereby, the repayment of the Loans, the payment of the
Reimbursement Obligations, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision
hereof.

      10.06 COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION.

            (a) Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents, and any separate letter agreements with respect to fees payable
to the Administrative Agent, constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.

            (b) Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable Requirement of Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

      10.07 SEVERABILITY. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.

      10.08 RIGHT OF SETOFF. If an Event of Default shall have occurred and be
continuing, each Lender, the Issuing Bank, and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable Requirements of Law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Bank or any such
Affiliate to or for the credit or the account of Borrower or any other Loan
Party against any and all of the obligations of Borrower or such Loan Party now
or hereafter existing under this Agreement or any other Loan Document to such
Lender or the Issuing Bank, irrespective of whether or not such Lender or the
Issuing Bank shall have made any demand under this Agreement or any other Loan
Document and although such obligations of Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
Issuing Bank different from the branch or office holding such deposit or
obligated on such indebtedness. The rights of each Lender, the Issuing Bank and
their respective Affiliates under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender, the Issuing
Bank or their respective Affiliates may have. Each Lender and the Issuing Bank
agrees to notify Borrower and the Administrative Agent promptly after any such
setoff and application; provided that the failure to give such notice shall not
affect the validity of such setoff and application.

                                     -113-

<PAGE>

      10.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

            (a) Governing Law. This Agreement and the rights and obligations of
the parties under this Agreement shall be construed in accordance with and
governed by the law of the State of New York.

            (b) Submission to Jurisdiction. Each Loan Party hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
fullest extent permitted by applicable law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Loan Party or its properties in the courts of any jurisdiction.

            (c) Waiver of Venue. Each Loan Party hereby irrevocably and
unconditionally waives, to the fullest extent permitted by applicable
Requirements of Law, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in Section
10.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by applicable Requirements of Law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

            (d) Service of Process. Each party hereto irrevocably consents to
service of process in any action or proceeding arising out of or relating to any
Loan Document, in the manner provided for notices (other than telecopier) in
Section 10.01. Nothing in this Agreement or any other Loan Document will affect
the right of any party hereto to serve process in any other manner permitted by
applicable Requirements of Law.

      10.10 WAIVER OF JURY TRIAL. Each Loan Party hereby waives, to the fullest
extent permitted by applicable Requirements of Law, any right it may have to a
trial by jury in any legal proceeding directly or indirectly arising out of or
relating to this Agreement, any other Loan Document or the transactions
contemplated hereby (whether based on contract, tort or any other theory). Each
party hereto (a) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce the foregoing waiver and (b)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement by, among other things, the mutual waivers and
certifications in this Section.

      10.11 HEADINGS. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

      10.12 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Administrative Agent, the Lenders and the Issuing Bank agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates'

                                     -114-

<PAGE>

respective partners, directors, officers, employees, agents, advisors and other
representatives (it being understood that the persons to whom such disclosure is
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority purporting to have jurisdiction over it (including
any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable Requirements of Law or
by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section 10.12, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement, (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to Borrower and its obligations or (iii)
any rating agency for the purpose of obtaining a credit rating applicable to any
Lender, (g) with the consent of Borrower or (h) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Administrative Agent, any Lender, the
Issuing Bank or any of their respective Affiliates on a nonconfidential basis
from a source other than Borrower. For purposes of this Section, "INFORMATION"
means all information received from Borrower or any of its Subsidiaries relating
to Borrower or any of its Subsidiaries or any of their respective businesses,
other than any such information that is available to the Administrative Agent,
any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by
Borrower or any of its Subsidiaries; provided that, in the case of information
received from Borrower or any of its Subsidiaries after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such person has exercised the same degree of care to maintain the
confidentiality of such Information as such person would accord to its own
confidential information.

      10.13 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies Borrower that pursuant to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "ACT"), it is required to obtain, verify and record information that
identifies Borrower, which information includes the name, address and tax
identification number of Borrower and other information regarding Borrower that
will allow such Lender or the Administrative Agent, as applicable, to identify
Borrower in accordance with the Act. This notice is given in accordance with the
requirements of the Act and is effective as to the Lenders and the
Administrative Agent.

      10.14 INTEREST RATE LIMITATION. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other amounts which are treated as interest on such Loan
under applicable Requirements of Law (collectively, the "CHARGES"), shall exceed
the maximum lawful rate (the "MAXIMUM RATE") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable Requirements of Law, the rate of interest payable in
respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but
were not payable as a result of the operation of this Section shall be cumulated
and the interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

                                     -115-

<PAGE>

      10.15 LENDER ADDENDUM. Each Lender to become a party to this Agreement on
the date hereof shall do so by delivering to the Administrative Agent a Lender
Addendum duly executed by such Lender, Borrower and the Administrative Agent.

                            [Signature Pages Follow]

                                     -116-

<PAGE>

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

                                 SFBC INTERNATIONAL INC.

                                 By: /s/ David Natan
                                     -------------------------------------------
                                     Name: David Natan
                                     Title: Secretary

                                 11190 BISCAYNE, LLC

                                 By SFBC International, Inc., as its sole member

                                 By: /s/ David Natan
                                     -------------------------------------------
                                     Name: David Natan
                                     Title: Secretary

                                 CLINICAL PHARMACOLOGY INTERNATIONAL,
                                     INC.
                                 SFBC FT. MYERS, INC.
                                 SFBC ANALYTICAL LABORATORIES, INC.
                                 SFBC NEW DRUG SERVICES, INC.
                                 SOUTH FLORIDA KINETICS, INC.
                                 SFBC TAYLOR TECHNOLOGY, INC.
                                 SFBC SUB 2004, INC.

                                 By: /s/ David Natan
                                     -------------------------------------------
                                     Name: David Natan
                                     Title: Secretary

                                 PHARMANET, INC.
                                 PHARMANET (D.C.), INC.
                                 PHARMANET (C.A.), INC.
                                 PHARMANET, INC., a Pennsylvania corporation
                                 PHARMANET (I.L.), INC.
                                 PHARMASITE, INC.
                                 PHARMANET (NC), INC.
                                 PHARMANET (P.A.), INC.
                                 PHARMA HOLDINGS, INC.

                                 By: /s/ John P. Hamill
                                     -------------------------------------------
                                     Name: John P. Hamill
                                     Title: Vice President and Chief Financial
                                            Officer

                                      S-1

<PAGE>

                                 PHARMANET, LLC

                                 By PharmaNet, Inc., a Pennsylvania corporation,
                                    as its managing member

                                 By: /s/ John P. Hamill
                                     -------------------------------------------
                                     Name: John P. Hamill
                                     Title: Vice President and Chief Financial
                                            Officer

                                 By PharmaNet (C.A.), Inc., as its managing
                                    member

                                 By: /s/ John P. Hamill
                                     -------------------------------------------
                                     Name: John P. Hamill
                                     Title: Vice President and Chief Financial
                                            Officer

                                 PHARMASOFT, LLC

                                 By PharmaNet, LLC, as its sole member

                                 By: /s/ John P. Hamill
                                     -------------------------------------------
                                     Name: John P. Hamill
                                     Title: Vice President and Chief Financial
                                            Office

                                      S-2

<PAGE>

                                 UBS SECURITIES LLC, as Arranger

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 UBS AG, STAMFORD BRANCH, as Issuing Bank,
                                     Administrative Agent and Collateral Agent

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                      S-3

<PAGE>

                                 UBS AG, LOAN FINANCE LLC, as Swingline Lender

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                      S-4

<PAGE>

                                 GENERAL ELECTRIC CAPITAL CORPORATION, as
                                     Syndication Agent

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                      S-5

<PAGE>

                                 SOVEREIGN BANK, as Documentation Agent

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                      S-6

<PAGE>

                                                                         ANNEX I

                                APPLICABLE MARGIN

<TABLE>
<CAPTION>
 REVOLVING LOANS        TERM LOANS
-----------------    -----------------
EURODOLLAR   ABR     EURODOLLAR  ABR
----------  -----    ----------  -----
<S>         <C>      <C>         <C>
  2.75%     1.75%       3.00%    2.00%
</TABLE>

                                 APPLICABLE FEE

<TABLE>
<CAPTION>
AVAILABLE COMMITMENT   APPLICABLE FEE
--------------------   --------------
<S>                    <C>
      >or= 50%              0.75%
       <   50%              0.50%
</TABLE>

On any date, the "Available Commitment" under the revolving credit facility
shall be a percentage equal to (a) the total Revolving Commitments of all
Revolving Lenders in effect on such date minus the total Revolving Exposure of
all Revolving Lenders on such date divided by (b) the total Revolving
Commitments of all Revolving Lenders in effect on such date.

<PAGE>

                                                                        ANNEX II

                               AMORTIZATION TABLE

<TABLE>
<CAPTION>
                     TERM LOAN
       DATE           AMOUNT
------------------   ----------
<S>                  <C>
March 31, 2005       $2,500,000

June 30, 2005        $2,500,000

September 30, 2005   $2,500,000

December 31, 2005    $2,500,000

March 31, 2006       $3,750,000

June 30, 2006        $3,750,000

September 30, 2006   $3,750,000

December 31, 2006    $3,750,000

March 31, 2007       $3,750,000

June 30, 2007        $3,750,000

September 30, 2007   $3,750,000

December 31, 2007    $3,750,000

March 31, 2008       $6,250,000

June 30, 2008        $6,250,000

September 30, 2008   $6,250,000

December 31, 2008    $6,250,000

March 31, 2009       $6,250,000

June 30, 2009        $6,250,000

September 30, 2009   $6,250,000

December 31, 2009    $6,250,000

March 31, 2010       $7,500,000

June 30, 2010        $7,500,000

September 30, 2010   $7,500,000

December 22, 2010    $7,500,000
</TABLE>
<PAGE>

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

                                 SFBC INTERNATIONAL, INC.

                                 By:  /s/ David Natan
                                     -------------------------
                                     Name:  David Natan
                                     Title: Secretary

                                 11190 BISCAYNE, LLC

                                 By SFBC International, Inc., as its sole member

                                 By:  /s/ David Natan
                                    ----------------------
                                    Name:  David Natan
                                    Title: Secretary

                                 CLINICAL PHARMACOLOGY INTERNATIONAL,
                                    INC.
                                 SFBC FT. MYERS, INC.
                                 SFBC ANALYTICAL LABORATORIES, INC.
                                 SFBC NEW DRUG SERVICES, INC.
                                 SOUTH FLORIDA KINETICS, INC.
                                 SFBC TAYLOR TECHNOLOGY, INC.
                                 SFBC SUB 2004, INC

                                 BY:  /s/ David Natan
                                     ---------------------
                                     Name:  David Natan
                                     Title: Secretary

                                 PHARMANET, INC.
                                 PHARMANET (D.C.), INC.
                                 PHARMANET (C.A.), INC.
                                 PHARMANET, INC., a Pennsylvania corporation
                                 PHARMANET (IL.), INC.
                                 PHARMASITE, INC.
                                 PHARMANET (NC), INC.
                                 PHARMANET (P.A.), INC.
                                 PHARMA HOLDINGS, INC.

                                 By:  /s/ John P. Hamill
                                     ------------------------------------------
                                     Name:  John P. Hamill
                                     Title: Vice President and Chief Financial
                                            Officer

                      [Signature Page to Credit Agreement]

<PAGE>

                                PHARMANET, LLC

                                By PharmaNet, Inc., a Pennsylvania corporation,
                                   as its managing member

                                By:  /s/ John P.Hamil
                                    ------------------
                                    Name:  John P. Hamill
                                    Title: Vice President and Chief Financial
                                           Officer

                                By PharmaNet(C.A.), Inc., as its managing member

                                By:  /s/ John P. Hamill
                                    -------------------------------------------
                                    Name:  John P. Hamill
                                    Title: Vice President and Chief Financial
                                           Officer

                                PHARMASOFT, LLC

                                By PharmaNet, LLC as its sole member

                                By:  /s/ John P. Hamill
                                    -------------------------------------------
                                    Name:  John P. Hamill
                                    Title: Vice President and Chief Financial
                                           Officer

                      [Signature Page to Credit Agreement]

<PAGE>

                                     UBS SECURITIES LLC, as Arranger

                                 By:  /s/ Eric H. Coombs
                                     -----------------------------------
                                     Name:  Eric H. Coombs
                                     Title: Executive Director

                                 By:  /s/ [ILLEGIBLE]
                                     -----------------------
                                     Name:  [ILLEGIBLE]
                                     Title: [ILLEGIBLE]

                      [Signature Page to Credit Agreement]

<PAGE>

                                     USB LOAN FINANCE LLC, as Swingline Lender
                                     and as a Lender

                                 By : /s/ Wilfred V. Saini
                                     --------------------------
                                     Name:  Wilfred V. Saini
                                     Title: Director Banking Products
                                            Services, US

                                 By:  /s/ Joselin Fernandes
                                     ---------------------------
                                     Name:  Joselin Fernandes
                                     Title: Associate Director
                                            Banking Products
                                            Services,US

                      [Signature Page to Credit Agreement]

<PAGE>

                                     UBS AG, STAMFORD BRANCH, as Issuing Bank,
                                       Administrative Agent and Collateral Agent

                                 By : /s/ Wilfred V. Saini
                                     --------------------------
                                     Name:  Wilfred V. Saini
                                     Title: Director Banking Products
                                            Services, US

                                 By:  /s/ Joselin Fernandes
                                     ---------------------------
                                     Name:  Joselin Fernandes
                                     Title: Associate Director
                                            Banking Products
                                            Services,US

                      [Signature Page to Credit Agreement]

<PAGE>

                                 GENERAL ELECTRIC CAPITAL CORPORATION, as
                                     Syndication Agent

                                 By:  /s/ Jeffrey P. Hoffman
                                     -----------------------------------------
                                     Name:  Jeffrey P. Hoffman
                                     Title: Its Duly Authorized Signatory

                      [Signature Page to Credit Agreement]

<PAGE>

                                 SOVEREIGN BANK, as Documentation Agent

                                 By:  /s/ James R. Earnest
                                     -----------------------------------
                                     Name:  James R. Earnest
                                     Title: Vice President

                      [Signature Page to Credit Agreement]
<PAGE>

                                                                       EXHIBIT A

                                    [FORM OF]
                          ADMINISTRATIVE QUESTIONNAIRE

            ADMINISTRATIVE QUESTIONNAIRE -- SFBC INTERNATIONAL, INC.
<TABLE>
<S>                                                   <C>
LENDING INSTITUTION:_________________________________________________________________________________

Name for Signature Pages:____________________________________________________________________________
                          Will sign Credit Agreement:
                          Will come via Assignment:   Number of Days post-closing:___________________

Name for Signature Blocks:___________________________________________________________________________
Name for Publicity:__________________________________________________________________________________
Address:_____________________________________________________________________________________________
Main Telephone:______________________________________________________________________________________
Telex No./Answer back:_______________________________________________________________________________
_____________________________________________________________________________________________________

CONTACT-Credit            Name:______________________________________________________________________
                          Address:___________________________________________________________________

                          Telephone:_________________________________________________________________
                          Fax:_______________________________________________________________________

CONTACT-Operations        Name:______________________________________________________________________
                          Address:___________________________________________________________________

                          Telephone:_________________________________________________________________
                          Fax:_______________________________________________________________________
PAYMENT INSTRUCTIONS
_____________________________________________________________________________________________________

Bank Name:              _____________________________________________________________________________
ABA/Routing No.:        _____________________________________________________________________________
Account Name:           _____________________________________________________________________________
Account No.:            _____________________________________________________________________________
For further credit:     _____________________________________________________________________________
Account No.:            _____________________________________________________________________________
Attention:              _____________________________________________________________________________
Reference:              _____________________________________________________________________________

UBS AG, STAMFORD BRANCH, ADMINISTRATIVE DETAILS
_____________________________________________________________________________________________________

UBS AG, Stamford Branch                Account Administrator              Secondary Contact
677 Washington Boulevard               Attn:[      ]                      Attn:[      ]
Stamford, Connecticut 06901            Tel: [      ]                      Tel: [      ]
Main Telephone:(203) 719-3000          Fax: [      ]                      Fax: [      ]

Wire Instructions:                     The Agent's wire instructions will be disclosed at the time of closing.
</TABLE>

                                       A-1

<PAGE>

                                                                       EXHIBIT B

                                    [FORM OF]
                            ASSIGNMENT AND ASSUMPTION

            Reference is made to the Credit Agreement dated as of December 22,
2004 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT") among SFBC INTERNATIONAL, INC., a Delaware
corporation ("BORROWER"), the Subsidiary Guarantors (such term and each other
capitalized term used but not defined herein having the meaning given it in
Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC, as lead
arranger (in such capacity, "ARRANGER"), UBS LOAN FINANCE LLC, as swingline
lender (in such capacity, "SWINGLINE LENDER"), and UBS AG, STAMFORD BRANCH, as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT") for the Lenders,
collateral agent (in such capacity, "COLLATERAL AGENT") for the Secured Parties
and Issuing Bank.

            1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse,
from the Assignor, effective as of the Closing Date set forth below (but not
prior to the registration of the information contained herein in the Register
pursuant to Section 11.04(d) of the Credit Agreement), the interests set forth
below (the "ASSIGNED INTEREST") in the Assignor's rights and obligations under
the Credit Agreement and the other Loan Documents, including, without
limitation, the Swingline Commitment, Revolving Commitment and the Term Loans,
Swingline Loans, Revolving Loans and participations held by the Assignor in
Letters of Credit which are outstanding on the Closing Date. From and after the
Closing Date (i) the Assignee shall be a party to and be bound by the provisions
of the Credit Agreement and, to the extent of the interests assigned by this
Assignment and Assumption, have the rights and obligations of a Lender
thereunder and under the Loan Documents and (ii) the Assignor shall, to the
extent of the interests assigned by this Assignment and Assumption, relinquish
its rights and be released from its obligations under the Credit Agreement.

            2. The Assignor (i) warrants that it is the legal and beneficial
owner of the interest being assigned hereby free and clear of any adverse claim
and that its Commitment, and the outstanding balances of its Revolving Loans,
without giving effect to assignments thereof which have not become effective,
are as set forth in such Assignment and Assumption; (ii) except as set forth in
(i) above, the Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, or the financial condition of Borrower or any Subsidiary or
the performance or observance by Borrower or any Subsidiary of any of its
obligations under the Credit Agreement, any other Loan Document or any other
instrument or document furnished pursuant thereto

            3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Assumption; (b) confirms that it
has received a copy of the Credit Agreement, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent,
the Collateral Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the

                                       B-1

<PAGE>

Administrative Agent and the Collateral Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms thereof, together
with such powers as are incidental thereto; and (e) agrees that it will be bound
by the provisions of the Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.

            4. This Assignment and Assumption is being delivered to the
Administrative Agent together with (i) if the Assignee is a Foreign Lender, the
forms specified in Section 2.15(e) of the Credit Agreement, duly completed and
executed by such Assignee; (ii) if the Assignee is not already a Lender under
the Credit Agreement, an Administrative Questionnaire in the form of Exhibit A
to the Credit Agreement; and (iii) a processing and recordation fee of $3,500.

            5. This Assignment and Assumption shall be construed in accordance
with and governed by the law of the State of New York.

            6. Date of Assignment:

            7. Legal Name of Assignor:

            8. Legal Name of Assignee:

            9. Assignee's Address for Notices:

            10. Closing Date of Assignment (may not be fewer than five Business
Days after the Date of Assignment unless the Administrative Agent shall
otherwise agree):

            11. Percentage Assigned of Applicable Loan/Commitment:

<TABLE>
<CAPTION>
                                              Percentage Assigned of
                                              Applicable Loan/Commitment
                                              (set forth, to at least 8 decimals,
                                              as a percentage of the Loan and
                        Principal Amount      the aggregate Commitments of
Loan/Commitment         Assigned              all Lenders thereunder)
---------------         -------------------   -----------------------------------
<S>                     <C>                   <C>
Term Loans              $                     %
Revolving Loans         $                     %
Letters of Credit       $                     %
Swingline Loans         $                     %
</TABLE>

                            [Signature Page Follows]

                                       B-2

<PAGE>

                                 The terms set forth above are hereby agreed to:

                                 [               ],
                                   as Assignor

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 [               ],
                                   as Assignee

                                 By: ___________________________________________
                                     Name:
                                     Title:
Accepted:*

SFBC INTERNATIONAL, INC.

By:   ____________________________
      Name:
      Title:

UBS AG, STAMFORD BRANCH,
  as Administrative Agent and Issuing Bank

By:   ____________________________
      Name:
      Title:

By:   ____________________________
      Name:
      Title:

----------------
*    To be completed to the extent consent is required under Section 11.04(b) of
     the Credit Agreement.

                                       B-3

<PAGE>

                                                                       EXHIBIT C
                                    [FORM OF]
                                BORROWING REQUEST

UBS AG, Stamford Branch,
  as Administrative Agent for
the Lenders referred to below,
677 Washington Boulevard
Stamford, Connecticut 06901

Attention: [    ]
                          Re: SFBC INTERNATIONAL, INC.
                                                                          [Date]

Ladies and Gentlemen:

            Reference is made to the Credit Agreement dated as of December [ ],
2004 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT") among SFBC INTERNATIONAL, INC., a Delaware
corporation ("BORROWER"), the Subsidiary Guarantors (such term and each other
capitalized term used but not defined herein having the meaning given it in
Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC, as lead
arranger (in such capacity, "ARRANGER"), UBS LOAN FINANCE LLC, as swingline
lender (in such capacity, "SWINGLINE LENDER"), and UBS AG, STAMFORD BRANCH, as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT") for the Lenders,
collateral agent (in such capacity, "COLLATERAL AGENT") for the Secured Parties
and Issuing Bank. Borrower hereby gives you notice pursuant to Section 2.03 of
the Credit Agreement that it requests a Borrowing under the Credit Agreement,
and in that connection sets forth below the terms on which such Borrowing is
requested to be made:

(A) Class of Borrowing:                              [Revolving Borrowing]
                                                     [Term Borrowing]
                                                     [Swingline Loan]

(B) Principal amount of
              Borrowing:(1)                          ___________________________

(C) Date of Borrowing
              (which is a Business Day):             ___________________________

(D) Type of Borrowing:                               [ABR] [Eurodollar]

(E) Interest Period and the last day thereof:(2)     ___________________________

------------------
(1)   ABR and Eurodollar Loans must be in an amount that is at least $5,000,000
      and an integral multiple of $1,000,000 or equal to the remaining available
      balance of the applicable Commitments.

(2)   Shall be subject to the definition of "INTEREST PERIOD" in the Credit
      Agreement.

                                       C-1

<PAGE>

(F)   Funds are requested to be disbursed to Borrower's account with UBS AG,
      Stamford Branch (Account No.      ).

            Borrower hereby represents and warrants that the conditions to
lending specified in Sections 4.02(b), (c) and (d) of the Credit Agreement are
satisfied as of the date hereof.

                            [Signature Page Follows]

                                       C-2

<PAGE>

                                        SFBC INTERNATIONAL, INC.

                                        By:   ________________________________
                                              Name:
                                              Title: [Responsible Officer]

                                      C-3
<PAGE>

                                                                       EXHIBIT D

                                    [FORM OF]
                             COMPLIANCE CERTIFICATE

            I, [    ], the [Financial Officer] of SFBC INTERNATIONAL, INC. (in
such capacity and not in my individual capacity), hereby certify that, with
respect to that certain Credit Agreement dated as of December 22, 2004 (as it
may be amended, modified, extended or restated from time to time, the "CREDIT
AGREEMENT"; all of the defined terms in the Credit Agreement are incorporated
herein by reference) among SFBC INTERNATIONAL, INC. corporation, as borrower
(the "BORROWER"), the Guarantors party thereto, the Lenders party thereto, UBS
Securities LLC, as Arranger, and UBS AG, Stamford Branch, as Administrative
Agent and Collateral Agent:

            (a) [Attached hereto as Schedule 1 are detailed calculations(1)
      demonstrating compliance by [Borrower] [Subsidiary Guarantor[s]] with
      Sections 6.07(f) and 6.10 of the Credit Agreement. [Borrower] [Subsidiary
      Guarantor[s]] [is][are] in compliance with such Sections as of the date
      hereof.] [Attached hereto as Schedule 2 are detailed calculations setting
      forth the Borrower's Excess Cash Flow.](2) [Attached hereto as Schedule 3
      is the report of [accounting firm.]](3)

            (b) The Borrower was in compliance with each of the covenants set
      forth in Section 6.10 of the Credit Agreement at all times during and
      since [ ].(4)

            (c) No Default has occurred under the Credit Agreement which has not
      been previously disclosed, in writing, to the Administrative Agent
      pursuant to a Compliance Certificate.(5)

------------------
(1)   To accompany annual and quarterly financial statements only. Which
      calculations shall be in reasonable detail satisfactory to the
      Administrative Agent and shall include, among other things, an explanation
      of the methodology used in such calculations and a breakdown of the
      components of such calculations.

(2)   To accompany annual financial statements only.

(3)   To accompany annual financial statements only. The report must opine or
      certify that, with respect to its regular audit of such financial
      statements, which audit was conducted in accordance with GAAP, the
      accounting firm obtained no knowledge that any Default has occurred or, if
      in the opinion of such accounting firm such a Default has occurred,
      specifying the nature and extent thereof.

(4)   Date of last Compliance Certificate or the Closing Date, as applicable.

(5)   If a Default shall have occurred, an explanation specifying the nature and
      extent of such Default shall be provided on a separate page together with
      an explanation of the corrective action taken or proposed to be taken with
      respect thereto (include, as applicable, information regarding actions, if
      any, taken since prior certificate).

                                       D-1

<PAGE>

      Dated this [    ] day of [      ], 20[ ].

                                                SFBC INTERNATIONAL, INC.

                                                By:  __________________________
                                                     Name:
                                                     Title: [Financial Officer]

                                       D-2

<PAGE>

                                   SCHEDULE 1

                               Financial Covenants

(A) Consolidated EBITDA

Consolidated Net Income for the four quarter period ended
  [ ], 20[ ]                                                     ______________

(x)   plus the sum of, and to the extent (and in the same proportion)
      deducted in determining such Consolidated Net Income:

      (a) Consolidated Interest Expense for such period,         ______________

      (b)   Consolidated Amortization Expense for such period,   ______________

      (c)   Consolidated Depreciation Expense for such period,   ______________

      (d)   Consolidated Tax Expense for such period, and        ______________

      (e)   the aggregate amount of all other non-cash charges reducing
      Consolidated Net Income (excluding any non- cash charge that results in an
      accrual of a reserve for cash charges in any future period) for such
      period, and                                                ______________

(y)   minus the aggregate amount of all non-cash items increasing
      Consolidated Net Income (other than the accrual of revenue or
      recording of receivables in the ordinary course of business) for
      such period.                                               ______________

            Consolidated EBITDA                                  ______________

                                       D-3

<PAGE>

      (B)   Maximum Total Leverage Ratio: Consolidated Indebtedness to
            Consolidated EBITDA

      Consolidated Indebtedness for the four quarter period ended
        [ ], 20[ ]                                               _______________

      Consolidated EBITDA                                        _______________

            Consolidated Indebtedness to Consolidated EBITDA     [  ]:1.00

            Covenant Requirement                                 No more than
                                                                 [  ]:1.00

                                       D-4

<PAGE>
 (C)  Minimum Interest Coverage Ratio: Consolidated EBITDA to Consolidated
      Interest Expense

Consolidated EBITDA                                              _______________

Consolidated Interest Expense calculation:

total consolidated interest expense under GAAP                   _______________

plus, without duplication:

(a)   imputed interest on Capital Lease Obligations and Attributable
      Indebtedness of Borrower and its Subsidiaries for such period;
                                                                 _______________

(b)   commissions, discounts and other fees and charges owed by Borrower or any
      of its Subsidiaries with respect to letters of credit securing financial
      obligations, bankers' acceptance financing and receivables financings
      for such period;                                           _______________

(c)   amortization of debt issuance costs, debt discount or premium and other
      financing fees and expenses incurred by Borrower or any of its
      Subsidiaries for such period;                              _______________

(d)   cash contributions to any employee stock ownership plan or
      similar trust made by Borrower or any of its Subsidiaries
      to the extent such contributions are used by such plan or
      trust to pay interest or fees to any person (other than
      Borrower or a Wholly Owned Subsidiary) in connection with
      Indebtedness incurred by such plan or trust for such
      period;                                                    _______________

(e)   all interest paid or payable with respect to discontinued operations of
      Borrower or any of its Subsidiaries for such period;       _______________

(f)   the interest portion of any deferred payment obligations of Borrower or
      any of its Subsidiaries for such period; and               _______________

(g)   all interest on any Indebtedness of Borrower or any of its Subsidiaries of
      the type described in clause (f) or (k) of the definition of
      "Indebtedness" for such period.                            _______________

Consolidated Interest Expense

      Consolidated EBITDA to Consolidated Interest
        Expense                                           [  ]:1.00

      Covenant Requirement                                Greater than or equal
                                                                to [  ]:1.00

                                      D-5

<PAGE>

(D)   Minimum Consolidated Fixed Charge Ratio: Consolidated
      EBITDA to Consolidated Fixed Charges

Consolidated EBITDA for the four quarter period ended [  ],
20[ ].                                                           _______________

Consolidated Fixed Charges Calculation:

the sum, without duplication, of:

(a)   Consolidated Interest Expense for such period;             _______________

(b)   the aggregate amount of Capital Expenditures for such
      period;                                                    _______________

(c)   all cash payments in respect of income taxes made during such period (net
      of any cash refund in respect of income taxes actually received during
      such period);                                              _______________

(d)   the principal amount of all scheduled amortization payments on all
      Indebtedness (including the principal component of all Capital Lease
      Obligations, but excluding such amortization payments on Indebtedness
      incurred to finance Capital Expenditures included in item (b) above in
      such period or any prior period) of Borrower and its Subsidiaries for such
      period (as determined on the first
      day of the respective period);                             _______________

(e)   the product of (i) all cash dividend payments on any
      series of Disqualified Capital Stock of Borrower or any of
      its Subsidiaries (other than dividend payments to Borrower
      or any of its Subsidiaries) multiplied by (ii) a fraction,
      the numerator of which is one and the denominator of which
      is one minus the then current combined federal, state and
      local statutory tax rate of Borrower and its Subsidiaries,
      expressed as a decimal; and                                _______________

(f)   the product of (i) all cash dividend payments on any
      Preferred Stock (other than Disqualified Capital Stock) of
      Borrower or any of its Subsidiaries (other than dividend
      payments to any Subsidiary of the Borrower) multiplied by
      (ii) a fraction, the numerator of which is one and the
      denominator of which is one minus the then current
      combined federal, state and local statutory tax rate of
      Borrower and its Subsidiaries, expressed as a decimal.     _______________

Consolidated Fixed Charges                                       _______________

        Consolidated EBITDA to Consolidated Fixed Charges       [  ]:1.00

                                      D-6

<PAGE>

        Covenant Requirement                               Greater than or equal
                                                                to [  ]:1.00
                                      D-7

<PAGE>

(E)   Maximum Capital Expenditures

            Capital Expenditures                                 _______________

            Covenant Requirement                                No more than [ ]

                                      D-8

<PAGE>
                           SCHEDULE 2

Excess Cash Flow Calculation:

Consolidated EBITDA for fiscal year ended [ ], 20[ ]             _______________

(x)   minus, without duplication:

(a)   Debt Service for such Excess Cash Flow Period;             _______________

(b)   any voluntary prepayments of Term Loans and any permanent voluntary
      reductions to the Revolving Commitments to the extent that an equal amount
      of the Revolving Loans simultaneously is repaid, in each case so long as
      such amounts are not already reflected in Debt Service, during such Excess
      Cash Flow Period;                                          _______________

(c)   Capital Expenditures during such Excess Cash Flow Period (excluding
      Capital Expenditures made in such Excess Cash Flow Period where a
      certificate in the form contemplated by the following item (d) was
      previously delivered) that are paid in cash;               _______________

(d)   Capital Expenditures that Borrower or any of its
      Subsidiaries shall, during such Excess Cash Flow Period,
      become obligated to make but that are not made during such
      Excess Cash Flow Period, for which Borrower delivers a
      certificate to the Administrative Agent certifying that
      such Capital Expenditures will be made in the following
      Excess Cash Flow Period;                                   _______________

(e)   the aggregate amount of Investments made in cash during such period
      pursuant to Sections 6.04(e) and (j) of the
      Agreement;                                                 _______________

(f)   taxes of Borrower and its Subsidiaries that were paid in cash during such
      Excess Cash Flow Period or will be paid within six months after the end of
      such Excess Cash Flow Period and for which reserves have been established;
                                                                 _______________

(g)   the absolute value of the difference, if negative, of the amount of Net
      Working Capital at the end of the prior Excess Cash Flow Period over the
      amount of Net Working Capital at the end of such Excess Cash Flow Period;
                                                                 _______________

(h)   losses excluded from the calculation of Consolidated Net Income by
      operation of clause (c) or (g) of the definition thereof that are paid in
      cash during such Excess Cash Flow Period; and              _______________

                                      D-9

<PAGE>

(i)   to the extent added to determine Consolidated EBITDA, all items that did
      not result from a cash payment to Borrower or any of its Subsidiaries on a
      consolidated basis during such Excess Cash Flow Period;

(y)   plus, without duplication:                                 _______________

(a)   the difference, if positive, of the amount of Net Working Capital at the
      end of the prior Excess Cash Flow Period over the amount of Net Working
      Capital at the end of such Excess Cash Flow Period;        _______________

(b)   all proceeds received during such Excess Cash Flow Period of any
      Indebtedness to the extent used to finance any Capital Expenditure (other
      than Indebtedness under the Agreement to the extent there is no
      corresponding deduction to Excess Cash Flow above in respect of the use of
      such borrowings);                                          _______________

(c)   to the extent any permitted Capital Expenditures referred to in item
      (x)(d) above do not occur in the Excess Cash Flow Period specified in the
      certificate of Borrower provided pursuant to item(x)(d) above, such
      amounts of Capital Expenditures that were not so made in the Excess Cash
      Flow Period specified in such certificates;                _______________

(d)   any return on or in respect of Investments received in cash during such
      period, which Investments were made
      pursuant to Section 6.04(e) or (j) of the Agreement;       _______________

(e)   income or gain excluded from the calculation of Consolidated Net Income by
      operation of clause (c) or (g) of the definition thereof that is realized
      in cash during such Excess Cash Flow Period (except to the extent such
      gain is subject to Section 2.10(c), (d), (e) or (f) of the Agreement); and
                                                                 _______________

(f)   to the extent subtracted in determining Consolidated EBITDA, all items
      that did not result from a cash payment by Borrower or any of its
      Subsidiaries on a consolidated basis during such Excess Cash Flow Period.
                                                                 _______________

            Excess Cash Flow                                     _______________

                                      D-10

<PAGE>

                                                                       EXHIBIT E

                                   [FORM OF]
                           INTEREST ELECTION REQUEST

 UBS AG, Stamford Branch,
   as Administrative Agent
 677 Washington Boulevard
 Stamford, Connecticut 06901

 Attention: [    ]

                                                                          [Date]

                          Re: SFBC INTERNATIONAL, INC.

Ladies and Gentlemen:

      This Interest Election Request is delivered to you pursuant to Section
2.08 of the Credit Agreement dated as of December 22, 2004 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT") among SFBC INTERNATIONAL, INC., a Delaware corporation ("BORROWER"),
the Subsidiary Guarantors (such term and each other capitalized term used but
not defined herein having the meaning given it in Article I thereof), the
Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, "ARRANGER"),
and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
"ADMINISTRATIVE AGENT") for the Lenders, collateral agent (in such capacity,
"COLLATERAL AGENT") for the Secured Parties and Issuing Bank.

      Borrower hereby requests that on [__________](1) (the "INTEREST ELECTION
DATE"),

      1. $[__________] of the presently outstanding principal amount of the
Loans originally made on [__________],

      2. and all presently being maintained as [ABR Loans] [Eurodollar Loans],

      3. be [converted into] [continued as],

      4. [Eurodollar Loans having an Interest Period of [one/two/three/six
months] [ABR Loans].

-------------------
(1)   Shall be a Business Day that is (a) the date hereof in the case of a
      conversion into ABR Loans to the extent this Interest Election Request is
      delivered to the Administrative Agent prior to 11:00 a.m., New York City
      time on the date hereof, otherwise the Business Day following the date of
      delivery hereof and (b) three Business Days following the date hereof in
      the case of a conversion into/continuation of Eurodollar Loans to the
      extent this Interest Election Request is delivered to the Administrative
      Agent prior to 11:00 a.m. New York City time on the date hereof, otherwise
      the fourth Business Day following the date of delivery hereof, in each
      case,

                                       E-1

<PAGE>

      The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the proposed Interest Election Date, both
before and after giving effect thereto and to the application of the proceeds
therefrom:

            (a) the foregoing [conversion] [continuation] complies with the
      terms and conditions of the Credit Agreement (including, without
      limitation, Section 2.08 of the Credit Agreement);

            (b) no Default has occurred and is continuing, or would result from
      such proposed [conversion] [continuation].

                            [Signature Page Follows]

                                       E-2

<PAGE>

      Borrower has caused this Interest Election Request to be executed and
delivered by its duly authorized officer as of the date first written above.

                                                        SFBC INTERNATIONAL, INC.

                                                        By:  ___________________
                                                             Name:
                                                             Title:

                                       E-3

<PAGE>

                                                                       EXHIBIT F

                                   [FORM OF]
                               JOINDER AGREEMENT

      Reference is made to the Credit Agreement, dated as of December 22, 2004
(the "CREDIT AGREEMENT") among SFBC INTERNATIONAL, INC., a Delaware corporation
("BORROWER"), the Subsidiary Guarantors (such term. and each other capitalized
term used but not defined herein having the meaning given to it in Article I of
the Credit Agreement), the Lenders, UBS SECURITIES LLC, as lead arranger (in
such capacity, "ARRANGER"), and UBS AG, STAMFORD BRANCH, as administrative agent
(in such capacity, "ADMINISTRATIVE AGENT") for the Lenders, collateral agent (in
such capacity, "COLLATERAL AGENT") for the Secured Parties and Issuing Bank.

                              W I T N E S S E T H:

      WHEREAS, the Guarantors have entered into the Credit Agreement and the
Security Agreement in order to induce the Lenders to make the Loans and the
Issuing Bank to issue Letters of Credit to or for the benefit of Borrower;

      WHEREAS, pursuant to Section 5.11(b) of the Credit Agreement and Section
3.5 of the Security Agreement, each Subsidiary (other than any Foreign
Subsidiary or Non-Guarantor Subsidiary) that was not in existence on the date of
the Credit Agreement is required to become a Guarantor under the Credit
Agreement and a Guarantor and Pledgor under the Security Agreement by executing
a Joinder Agreement. The undersigned Subsidiary (the "NEW GUARANTOR") is
executing this joinder agreement ("JOINDER AGREEMENT") to the Credit Agreement
in order to induce the Lenders to make additional Revolving Loans and the
Issuing Bank to issue Letters of Credit and as consideration for the Loans
previously made and Letters of Credit previously issued.

      NOW, THEREFORE, the Administrative Agent, Collateral Agent and the New
Guarantor hereby agree as follows:

      1. GUARANTEE. In accordance with Section 5.11(b) of the Credit Agreement
and 3.5 of the Security Agreement, the New Guarantor by its signature below
becomes a Guarantor under the Credit Agreement and a Pledgor under the Security
Agreement with the same force and effect as if originally named therein as a
Guarantor and a Pledgor.

      2. REPRESENTATIONS AND WARRANTIES. The New Guarantor hereby (a) agrees to
all the terms and provisions of the Credit Agreement and the Security Agreement
applicable to it as a Guarantor and a Pledgor, respectively, thereunder and (b)
represents and warrants that the representations and warranties made by it as a
Guarantor and a Pledgor, respectively, thereunder are true and correct in all
material respects (except that any representation and warranty that is qualified
as to "materiality" or "Material Adverse Effect" shall be true and correct in
all respects) on and as of the date hereof. Each reference to a Guarantor in the
Credit Agreement shall be deemed to include the New Guarantor. The New Guarantor
hereby attaches supplements to each of the schedules to the Credit Agreement and
the Security Agreement applicable to it.

      3. SEVERABILITY. Any provision of this Joinder Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such

                                      F-1
<PAGE>

prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     4. COUNTERPARTS. This Joinder Agreement may be executed in counterparts,
each of which shall constitute an original. Delivery of an executed signature
page to this Joinder Agreement by facsimile transmission shall be as effective
as delivery of a manually executed counterpart of this Joinder Agreement.

     5. NO WAIVER. Except as expressly supplemented hereby, the Credit Agreement
and the Security Agreement shall remain in full force and effect.

     6. NOTICES. All notices, requests and demands to or upon the New Guarantor,
any Agent or any Lender shall be governed by the terms of Section 10.01 of the
Credit Agreement.

     7. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                            [Signature Pages Follow]

                                      F-2
<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to
be duly executed and delivered by their duly authorized officers as of the day
and year first above written.

                                  [NEW GUARANTOR]

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  Address for Notices:

                                    ____________________________________________

                                    ____________________________________________

                                    ____________________________________________

                                    ____________________________________________

                                    ____________________________________________

                                  UBS AG, STAMFORD BRANCH, as
                                    Administrative Agent and Collateral Agent

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  By: __________________________________________
                                      Name:
                                      Title:

                                      F-3
<PAGE>

                       [Note: Schedules to be attached.]

                                      F-4
<PAGE>

                                                                       EXHIBIT G

                                   [FORM OF]

                           LANDLORD ACCESS AGREEMENT

                        [Provided under separate cover]

                                      G-1
<PAGE>

                                                                       EXHIBIT H

                                    [FORM OF]
                             LC REQUEST [AMENDMENT]

Dated [______________ __, 2___](1)

UBS AG, Stamford Branch,
  as Administrative Agent under the Credit Agreement
  (as amended, modified or supplemented from time to time,
  the "CREDIT AGREEMENT"), dated as of December 22, 2004, among
  SFBC International, Inc., the Lenders from time to time party thereto,
  UBS Securities LLC, as Arranger, and UBS AG, Stamford Branch,
  as Administrative Agent, Collateral Agent and Issuing Bank,
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: [    ]

Ladies and Gentlemen:

     We hereby request that UBS AG, Stamford Branch, as Issuing Bank under the
Credit Agreement, [issue] [amend] [renew] [extend] [a] [an existing] [Standby]
[Commercial] Letter of Credit for the account of the undersigned(2) on
[______________, 2___](3) (the "DATE OF [ISSUANCE] [AMENDMENT] [RENEWAL]
[EXTENSION]") in the aggregate stated amount of [$    ](4). [Such Letter of
Credit was originally issued on [date].]

     For purposes of this LC Request, unless otherwise defined herein, all
capitalized terms used herein which are defined in the Credit Agreement shall
have the respective meaning provided therein.

     The beneficiary of the requested Letter of Credit [will be] [is] [    ](5),
and such Letter of Credit [will be] [is] in support of [    ](6) and [will have]
[has] a stated expiration date of [ , 2 ](7). [Describe the nature of the
amendment, renewal or extension.]

--------------------------
(1)  Date of LC Request.

(2)  Note that if the LC Request is for the account of a Subsidiary, Borrower
     shall be a co-applicant, and be jointly and severally liable, with respect
     to each Letter of Credit issued for the account or in favor of any
     Subsidiary.

(3)  Date of Issuance [Amendment] [Renewal] [Extension] which shall be at least
     three Business Days after the date of this LC Request, if this LC Request
     is delivered to the Issuing Bank by 11:00 a.m., New York City time (or such
     shorter period as is acceptable to the Issuing Bank).

(4)  Aggregate initial stated amount of Letter of Credit.

(5)  Insert name and address of beneficiary.

                                      H-1
<PAGE>

     We hereby certify that:

     1. Each of Borrower and each other Loan Party is in compliance in all
material respects with all the terms and provisions set forth in each Loan
Document on its part to be observed or performed, and, as of today and at the
time of and immediately after giving effect to the [issuance] [amendment]
[renewal] [extension] of the Letter of Credit requested herein, no Default has
or will have occurred and be continuing.

     2. Each of the representations and warranties made by any Loan Party set
forth in any Loan Document are true and correct in all material respects (except
that any representation and warranty that is qualified as to "materiality" or
"Material Adverse Effect" is true and correct in all respects) on and as of
today's date and with the same effect as though made on and as of today's date,
except to the extent such representations and warranties expressly relate to an
earlier date.

     3. No order, judgment or decree of any Governmental Authority purports to
restrain any Lender from taking any actions to be made hereunder or from making
any Loans to be made by it. No injunction or other restraining order has been
issued, is pending or noticed with respect to any action, suit or proceeding
seeking to enjoin or otherwise prevent the consummation of, or to recover any
damages or obtain relief as a result of, the transactions contemplated by this
LC Request, the Credit Agreement or the making of Loans thereunder.

     4. After giving effect to the request herein, the LC Exposure will not
exceed the LC Commitment and the total Revolving Exposures will not exceed the
total Revolving Commitments.

     Copies of all relevant documentation with respect to the supported
transaction are attached hereto

                                  SFBC INTERNATIONAL, INC.

                                  By: __________________________________________
                                      Name:
                                      Title:

--------------------------------------
Footnote continued from previous page.

(6)  Insert description of the obligation to which it relates in the case of
     Standby Letters of Credit and a description of the commercial transaction
     which is being supported in the case of Commercial Letters of Credit.

(7)  Insert last date upon which drafts may be presented which may not be later
     than (i) in the case of a Standby Letter of Credit, (x) the date which is
     one year after the date of the issuance of such Standby Letter of Credit
     (or, in the case of any renewal or extension thereof, one year after such
     renewal or extension) and (y) the Letter of Credit Expiration Date and (ii)
     in the case of a Commercial Letter of Credit, (x) the date that is 180 days
     after the date of issuance of such Commercial Letter of Credit (or, in the
     case of any renewal or extension thereof, 180 days after such renewal or
     extension) and (y) the Letter of Credit Expiration Date.

                                      H-2
<PAGE>

                                                                       EXHIBIT I

                                   [FORM OF]
                                LENDER ADDENDUM

     Reference is made to the Credit Agreement dated as of December 22, 2004 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT") among SFBC INTERNATIONAL, INC., a Delaware
corporation ("BORROWER"), the Subsidiary Guarantors (such term and each other
capitalized term used but not defined herein having the meaning given it in
Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC, as lead
arranger (in such capacity, "ARRANGER"), and UBS AG, STAMFORD BRANCH, as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT") for the Lenders,
collateral agent (in such capacity, "COLLATERAL AGENT") for the Secured Parties
and Issuing Bank.

     Upon execution and delivery of this Lender Addendum by the parties hereto
as provided in Section 10.15 of the Credit Agreement, the undersigned hereby
becomes a Lender thereunder having the Commitment set forth in Schedule 1
hereto, effective as of the Closing Date.

     THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.

     This Lender Addendum may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page hereof by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to
be duly executed and delivered by their proper and duly authorized officers as
of this ___________ day of December, 2004.

                                  ______________________________________________
                                  as a Lender
                                  [Please type legal name of Lender above]

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  [If second signature is necessary:]

                                  By: __________________________________________
                                      Name:
                                      Title:

                                      I-1
<PAGE>

Accepted and agreed:

SFBC INTERNATIONAL, INC.

By: ____________________________
    Name:
    Title:

UBS AG, STAMFORD BRANCH, as
Administrative Agent

By: __________________________
    Name:
    Title:

By: __________________________
    Name:
    Title:

                                      I-2
<PAGE>

                                                                      Schedule 1

                         COMMITMENTS AND NOTICE ADDRESS

1.    Name of Lender:         __________________________________

      Notice Address:         __________________________________

                              __________________________________

                              __________________________________

      Attention:              __________________________________

      Telephone:              __________________________________

      Facsimile:              __________________________________

2.    Term Loan Commitment:   $__________________________________

      Revolving Commitment:   $__________________________________

      [Swingline Commitment:  $__________________________________]

                                      I-3
<PAGE>

                                                                       EXHIBIT J

                                   [FORM OF]
                                    MORTGAGE

                        [Provided under separate cover]

                                     J-1-1
<PAGE>

                                                                     EXHIBIT K-1
                                    [FORM OF]
                                    TERM NOTE

$_______________                                              New York, New York
                                                                          [Date]

      FOR VALUE RECEIVED, the undersigned, SFBC INTERNATIONAL, INC., a Delaware
corporation ("BORROWER"), hereby promises to pay to the order of [____________]
(the "LENDER") on the Term Loan Maturity Date (as defined in the Credit
Agreement referred to below) in lawful money of the United States and in
immediately available funds, the principal amount of ____________ DOLLARS
($____________), or, if less, the aggregate unpaid principal amount of all Term
Loans of the Lender outstanding under the Credit Agreement referred to below,
which sum shall be due and payable in such amounts and on such dates as are set
forth in the Credit Agreement. Borrower further agrees to pay interest in like
money at such office specified in Section 2.14 of the Credit Agreement on the
unpaid principal amount hereof from time to time from the date hereof at the
rates, and on the dates, specified in Section 2.06 of such Credit Agreement.

     The holder of this Note may endorse and attach a schedule to reflect the
date, Type and amount of each Term Loan of the Lender outstanding under the
Credit Agreement, the date and amount of each payment or prepayment of principal
hereof, and the date of each interest rate conversion or continuation pursuant
to Section 2.08 of the Credit Agreement and the principal amount subject
thereto; provided that the failure of the Lender to make any such recordation
(or any error in such recordation) shall not affect the obligations of Borrower
hereunder or under the Credit Agreement.

     This Note is one of the Notes referred to in the Credit Agreement dated as
of December 22, 2004 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), Among Borrower,
The Subsidiary Guarantors, The Lenders, UBS SECURITIES LLC, as lead arranger,
and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, collateral
agent for the Secured Parties and Issuing Bank is subject to the provisions
thereof and is subject to optional and mandatory prepayment in whole or in part
as provided therein. Terms used herein which are defined in the Credit Agreement
shall have such defined meanings unless otherwise defined herein or unless the
context otherwise requires.

     This Note is secured and guaranteed as provided in the Credit Agreement and
the Security Documents. Reference is hereby made to the Credit Agreement and the
Security Documents for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security and
guarantees, the terms and conditions upon which the security interest and each
guarantee was granted and the rights of the holder of this Note in respect
thereof.

     Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable all as provided
therein.

     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

                                     K-1-1
<PAGE>

      THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF
THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER
MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT
AGREEMENT.

      THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.

                            [Signature Page Follows]

                                     K-1-2
<PAGE>



                                        SFBC INTERNATIONAL, INC.,
                                           as Borrower

                                        By: ___________________________________
                                            Name:
                                            Title:

                                     K-1-3
<PAGE>

                                                           EXHIBIT K-2

                                    [FORM OF]
                                 REVOLVING NOTE

$ __________________________                                  New York, New York
                                                                          [Date]

      FOR VALUE RECEIVED, the undersigned, SFBC INTERNATIONAL, INC., a Delaware
corporation ("BORROWER"), hereby promises to pay to the order of [__________]
("LENDER") on the Revolving Maturity Date (as defined in the Credit Agreement
referred to below), in lawful money of the United States and in immediately
available funds, the principal amount of the lesser of (a) ____________ DOLLARS
($____________) and (b) the aggregate unpaid principal amount of all Revolving
Loans of the Lender outstanding under the Credit Agreement referred to below.
Borrower further agrees to pay interest in like money at such office specified
in Section 2.14 of the Credit Agreement on the unpaid principal amount hereof
from time to time from the date hereof at the rates, and on the dates, specified
in Section 2.06 of such Credit Agreement.

      The holder of this Note may endorse and attach a schedule to reflect the
date, Type and amount of each Revolving Loan of the Lender outstanding under the
Credit Agreement, the date and amount of each payment or prepayment of principal
hereof, and the date of each interest rate conversion or continuation pursuant
to Section 2.08 of the Credit Agreement and the principal amount subject
thereto; provided that the failure of the Lender to make any such recordation
(or any error in such recordation) shall not affect the obligations of Borrower
hereunder or under the Credit Agreement.

      This Note is one of the Notes referred to in the Credit Agreement dated as
of December 22, 2004 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), Among Borrower,
The Subsidiary Guarantors, The Lenders, UBS SECURITIES LLC, as lead arranger,
and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, collateral
agent for the Secured Parties and Issuing Bank is subject to the provisions
thereof and is subject to optional and mandatory prepayment in whole or in part
and to redrawing by the Borrower as provided therein. Terms used herein which
are defined in the Credit Agreement shall have such defined meanings unless
otherwise defined herein or unless the context otherwise requires.

      This Note is secured and guaranteed as provided in the Credit Agreement
and the Security Documents. Reference is hereby made to the Credit Agreement and
the Security Documents for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security and
guarantees, the terms and conditions upon which the security interest and each
guarantee was granted and the rights of the holder of this Note in respect
thereof.

      Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be immediately due and payable, all as provided
therein.

      All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

                                      K-2-1
<PAGE>

      THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF
THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER
MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT
AGREEMENT.

      THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.

                            [Signature Page Follows]

                                      K-2-2
<PAGE>

                                        SFBC INTERNATIONAL, INC.,
                                           as Borrower

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      K-3-1
<PAGE>

                                                                     EXHIBIT K-3

                                    [FORM OF]
                                 SWINGLINE NOTE

$ ________________________                                    New York, New York
                                                                          [Date]

      FOR VALUE RECEIVED, the undersigned, SFBC INTERNATIONAL, INC., a Delaware
corporation ("BORROWER"), hereby promises to pay to the order of [________] (the
"LENDER") on the Revolving Maturity Date (as defined in the Credit Agreement
referred to below), in lawful money of the United States and in immediately
available funds, the principal amount of the lesser of (a) ____________
($____________) and (b) the aggregate unpaid principal amount of all Swingline
Loans made by Lender to the undersigned pursuant to Section 2.17 of the Credit
Agreement referred to below. Borrower further agrees to pay interest on the
unpaid principal amount hereof in like money at such office specified in Section
2.17(c) of the Credit Agreement from time to time from the date hereof at the
rates and on the dates specified in Section 2.06 of the Credit Agreement.

      The holder of this Note may endorse and attach a schedule to reflect the
date, the amount of each Swingline Loan and the date and amount of each payment
or prepayment of principal thereof; provided that the failure of Lender to make
such recordation (or any error in such recordation) shall not affect the
obligations of Borrower hereunder or under the Credit Agreement.

      This Note is one of the Notes referred to in the Credit Agreement, dated
as of December 22, 2004 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), Among Borrower,
The Subsidiary Guarantors, The Lenders, UBS SECURITIES LLC, as lead arranger,
and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, collateral
agent for the Secured Parties and Issuing Bank is subject to the provisions
thereof and is subject to optional and mandatory prepayment in whole or in part
as provided therein. Terms used herein which are defined in the Credit Agreement
shall have such defined meanings unless otherwise defined herein or unless the
context otherwise requires.

      This Note is secured and guaranteed as provided in the Credit Agreement
and the Security Documents. Reference is hereby made to the Credit Agreement and
the Security Documents for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security and
guarantees, the terms and conditions upon which the security interest and each
guarantee was granted and the rights of the holder of this Note in respect
thereof.

      Upon the occurrence of any one or more of the Events of Default specified
in the Credit Agreement, all amounts then remaining unpaid on this Note may
become, or may be declared to be, immediately due and payable as provided in the
Credit Agreement.

      All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

      THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF
THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE

                                      K-3-1
<PAGE>

RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF THE CREDIT AGREEMENT.

      THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.

                            [Signature Page Follows]

                                      K-3-2
<PAGE>

                                        SFBC INTERNATIONAL, INC.,
                                           as Borrower

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      K-3-3
<PAGE>

                                                                     EXHIBIT L-1
                                   [FORM OF]
                             PERFECTION CERTIFICATE

                        [Provided under separate cover]

                                      K-3-1
<PAGE>

                                                                     EXHIBIT L-2

                                   [FORM OF]
                       PERFECTION CERTIFICATE SUPPLEMENT

                        [Provided under separate cover]

                                     L-2-1
<PAGE>

                                                                       EXHIBIT M

                                    [FORM OF]
                               SECURITY AGREEMENT

                         [Provided under separate cover]

                                      M-1
<PAGE>

                                                                     EXHIBIT N-1

                                   [FORM OF]
                          OPINION OF COMPANY COUNSEL(1)

      1. Each Company (a) is duly organized and validly existing under the laws
of the jurisdiction of its organization, (b) has all requisite power and
authority to carry on its business as now conducted and to own and lease its
property and (c) is qualified and in good standing (to the extent such concept
is applicable in the applicable jurisdiction) to do business in every
jurisdiction where such qualification is required, except in such jurisdictions
where the failure to so qualify or be in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

      2. The Transactions to be entered into by each Loan Party are within such
Loan Party's powers and have been duly authorized by all necessary action on the
part of such Loan Party. Each Loan Document has been duly executed and delivered
by each Loan Party which is a party to it and constitutes the legal, valid and
binding obligation of such Loan Party, enforceable against each such Loan Party
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

      3. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except (i) such as have been obtained or made and are in full force and effect,
(ii) filings necessary to perfect Liens created by the Loan Documents and (iii)
consents, approvals, registrations, filings, permits or actions the failure to
obtain or perform which could not reasonably be expected to result in a Material
Adverse Effect, (b) will not violate the Organizational Documents of any Company
or any judgment, decree or order of any Governmental Authority, (c) will not
violate or result in a default or require any consent or approval under any
indenture, Organizational Document, agreement or other instrument binding upon
any Company or its property, or give rise to a right thereunder to require any
payment to be made by any Company, except for violations, defaults or the
creation of such rights that could not reasonably be expected to result in a
Material Adverse Effect, and (d) will not result in the creation or imposition
of any Lien on any property of any Company, except Liens created by the Loan
Documents and Permitted Liens.

      4. To the knowledge of such counsel, there are no actions, suits or
proceedings at law or in equity by or before any Governmental Authority now
pending or threatened against or affecting any Company or any business, property
or rights of any Company (i) that involve any Loan Document or the Transactions
or (ii) as to which there is a reasonably possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.

      5. No Company is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or
carrying Margin Stock. Neither the making of the Loans

---------------------
(1)     Consider whether opinions of general counsel or other specialists
        (e.g. regulatory) are appropriate. To be conformed to changes in
        representations in Credit Agreement to the extent appropriate.

                                     N-1-1
<PAGE>

or the issuance of Letters of Credit under the Credit Agreement, the use of
proceeds therefrom or the pledge of the Securities Collateral (as defined in the
Security Agreement) pursuant to the Security Agreement will violate or be
inconsistent with the provisions of Regulation T, U or X.

      6. No Company is (a) an "investment company" or a company "controlled" by
an "investment company," as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, or (b) a "holding company," an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.

      7. The Security Agreement is effective to create in favor of the
Collateral Agent for the benefit of the Secured Parties, legal, valid and
enforceable Liens on and security interests in the Security Agreement Collateral
and, when (i) financing statements and other filings in appropriate form are
filed in the offices specified on Schedule 6 to the Perfection Certificate and
(ii) upon the taking of possession or control by the Collateral Agent of the
Security Agreement Collateral with respect to which a security interest may be
perfected only by possession or control (which possession or control shall be
given to the Collateral Agent to the extent possession or control by the
Collateral Agent is required by each Security Agreement), the Liens created by
the Security Agreement shall constitute fully perfected Liens on, and security
interests in, all right, title and interest of the grantors thereunder in the
Security Agreement Collateral (other than [(A)] the Intellectual Property
Collateral (as defined in the Security Agreement) [and (B) such Security
Agreement Collateral in which a security interest cannot be perfected under the
UCC as in effect at the relevant time in the relevant jurisdiction], in each
case subject to no Liens other than Permitted Collateral Liens.

      8. The Financing Statements(2) are in proper form for filing in the
[Office of Secretary of State of [Jurisdiction]], and upon the filing in such
office(s), the Collateral Agent will have fully perfected security interests in
that portion of Security Agreement Collateral in which a security interest is
perfected by filing a financing statement under the UCC.

      9. Upon due filing of the Financing Statements in the [Office of Secretary
of State of [Jurisdiction]] and when the Security Agreement or a short form
thereof is filed in the United States Patent and Trademark Office and the United
States Copyright Office, the Liens created by such Security Agreement shall
constitute fully perfected Liens on, and security interests in, all right, title
and interest of the grantors thereunder in the Intellectual Property Collateral
(as defined in such Security Agreement), in each case subject to no Liens other
than Permitted Collateral Liens.

      10. Upon delivery to the Collateral Agent in the State of New York of the
certificates representing the Securities Collateral that are required to be
delivered to the Collateral Agent pursuant to the Security Agreement (the
"Pledged Securities") in registered form, indorsed in blank by an effective
indorsement or accompanied by undated stock powers with respect thereto duly
indorsed in blank by an effective indorsement, the Collateral Agent will have
control (within the meaning of the UCC) of the Pledged Securities for the
benefit of the Secured Parties under the UCC. Assuming neither the Collateral
Agent nor any of the Secured Parties has notice of any adverse claim (within the
meaning of the UCC) to  the Pledged Securities, the Collateral Agent will
acquire the security interest in the Pledged Securities for  the benefit of
the Secured Parties free of any adverse claim.

-------------------
(2)  To be defined by Company Counsel.

                                     N-1-2
<PAGE>

      11. Upon the execution of the Borrower Control Agreement(s)(3) the
Collateral Agent shall have control (within the meaning of the UCC) of that
portion of the Security Agreement Collateral that is required to be subject to a
Control Agreement (as defined in the Security Agreement) pursuant to the terms
of the Security Agreement.

      12. The Liens and the security interests created by the Security Agreement
on the Security Agreement Collateral will validly secure the payment of all
future advances pursuant to the Credit Agreement, whether or not at the time
such advances are made an Event of Default or other event not within the control
of the Lenders has relieved or may relieve the Lenders from their obligations to
make such advances, and are perfected to the extent set forth in paragraphs 7
through 11 above with respect to such future advances.

      13. A federal or state court sitting in New York will honor the parties'
choice of internal laws of the State of New York as the law applicable to the
Loan Documents (to the extent set forth in such Loan Documents).

      14. No registration under the Securities Act is required for the execution
or performance by any Loan Party of the Loan Documents.

      In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws other than the laws of states in which such
counsel is admitted to practice, upon the opinion of other counsel to Borrower
satisfactory to the Agents (which opinion shall be dated and furnished to the
Lenders at the Closing Date, shall be satisfactory in form and substance to the
Agents and shall expressly state that the Lenders may rely on such opinion as if
it were addressed to them), provided that Loan Party counsel shall state in
their opinion that they believe that they and the Lenders are justified in
relying upon such opinion, and (B) as to matters of fact (but not as to legal
conclusions), to the extent they deem proper, on certificates of responsible
officers of Borrower and public officials. Such opinion may contain such
qualifications and assumptions as are customary for the Agents for transactions
of this type and are otherwise satisfactory to counsel for the Agents. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).

---------------
(3)  To be defined by Company Counsel.

                                      N-1-3
<PAGE>

                                                                     EXHIBIT N-2

                                    [FORM OF]
                            OPINION OF LOCAL COUNSEL

                        [Provided under separate cover.]

                                     N-2-1
<PAGE>

                                                                       EXHIBIT O

                                    [FORM OF]
                              SOLVENCY CERTIFICATE

      I, the undersigned, [financial officer] of SFBC INTERNATIONAL, INC., a
Delaware corporation, ("BORROWER"), DO HEREBY CERTIFY on behalf of Borrower
that:

      1. This Certificate is furnished pursuant to Section 4.01(k) of the Credit
Agreement, (as in effect on the date of this Certificate) the capitalized terms
defined therein being used herein as therein defined) dated as of December 22,
2004 among Borrower, the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC,
as lead arranger (in such capacity, "ARRANGER"), and UBS AG, STAMFORD
administrative agent (in such capacity, "ADMINISTRATIVE AGENT") for the Lenders,
collateral agent (in such capacity, "COLLATERAL AGENT") for the Secured Parties
and Issuing Bank (as from time to time in effect, the "CREDIT AGREEMENT").

      2. Immediately following the consummation of the Transactions and
immediately following the making of each Loan and after giving effect to the
application of the proceeds of each Loan on the date hereof, (a) the fair value
of the assets of each Loan Party (individually and on a consolidated basis with
its Subsidiaries) exceeds its debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party (individually and on a consolidated basis with its Subsidiaries) is
greater than the amount that will be required to pay the probable liability of
its debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (c) each Loan Party
(individually and on a consolidated basis with its Subsidiaries) is able to pay
its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (d) each Loan Party
(individually and on a consolidated basis with its Subsidiaries) does not have
unreasonably small capital with which to conduct the business in which it is
engaged as such business is now conducted and is proposed to be conducted
following the Closing Date.

                            [Signature Page Follows]

                                       O-1
<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of December, 2004.

                                        SFBC INTERNATIONAL, INC.

                                        By:  __________________________________
                                             Name:
                                             Title:[Financial Officer]

                                      O-2
<PAGE>

                                                                       EXHIBIT P

                                    [FORM OF]
                                INTERCOMPANY NOTE

                                                              New York, New York
                                                              December [ ], 2004

      FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from
time to time from any other entity listed on the signature page hereto (each, in
such capacity, a "PAYOR"), hereby promises to pay on demand to the order of such
other entity listed below (each, in such capacity, a "PAYEE"), in lawful money
of the United States of America in immediately available funds, at such location
in the United States of America as a Payee shall from time to time designate,
the unpaid principal amount of all loans and advances made by such Payee to such
Payor. Each Payor promises also to pay interest on the unpaid principal amount
of all such loans and advances in like money at said location from the date of
such loans and advances until paid at such rate per annum as shall be agreed
upon from time to time by such Payor and such Payee.

      This note ("NOTE") is an Intercompany Note referred to in the Credit
Agreement dated as of December 22, 2004 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT")
among SFBC INTERNATIONAL, INC., a Delaware corporation, the Lenders (such term
and each other capitalized term used but not defined herein having the meaning
given it in Article I of the Credit Agreement), UBS SECURITIES LLC, as lead
arranger, and UBS AG, STAMFORD BRANCH, as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT") for the Lenders, and collateral agent for
the Secured Parties and Issuing Bank, and is subject to the terms thereof, and
shall be pledged by each Payee pursuant to the Security Agreement. Each Payee
hereby acknowledges and agrees that the Administrative Agent may exercise all
rights provided in the Credit Agreement and the Security Agreement with respect
to this Note.

      Anything in this Note to the contrary notwithstanding, the indebtedness
evidenced by this Note owed by any Payor that is Borrower or a Guarantor to any
Payee other than Borrower shall be subordinate and junior in right of payment,
to the extent and in the manner hereinafter set forth, to all Obligations of
such Payor under the Credit Agreement, including, without limitation, where
applicable, under such Payor's guarantee of the Obligations under the Credit
Agreement (such Obligations and other indebtedness and obligations in connection
with any renewal, refunding, restructuring or refinancing thereof, including
interest thereon accruing after the commencement of any proceedings referred to
in clause (i) below, whether or not such interest is an allowed claim in such
proceeding, being hereinafter collectively referred to as "SENIOR
INDEBTEDNESS"):

            (i) In the event of any insolvency or bankruptcy proceedings, and
      any receivership, liquidation, reorganization or other similar proceedings
      in connection therewith, relative to any Payor or to its creditors, as
      such, or to its property, and in the event of any proceedings for
      voluntary liquidation, dissolution or other winding up of such Payor,
      whether or not involving insolvency or bankruptcy, then (x) the holders of
      Senior Indebtedness shall be paid in full in cash in respect of all
      amounts constituting Senior Indebtedness before any Payee is entitled to
      receive (whether directly or indirectly), or make any demands for, any
      payment on account of this Note and (y) until the holders of Senior
      Indebtedness are paid in full in cash in respect of all amounts
      constituting Senior Indebtedness, any payment or distribution to which
      such Payee would

                                      P-1
<PAGE>

      otherwise be entitled (other than debt securities of such Payor that are
      subordinated, to at least the same extent as this Note, to the payment of
      all Senior Indebtedness then outstanding (such securities being
      hereinafter referred to as "RESTRUCTURED DEBT SECURITIES")) shall be made
      to the holders of Senior Indebtedness;

            (ii) if any default occurs and is continuing with respect to any
      Senior Indebtedness (including any Default under the Credit Agreement),
      then no payment or distribution of any kind or character shall be made by
      or on behalf of the Payor or any other Person on its behalf with respect
      to this Note; and

            (iii) if any payment or distribution of any character, whether in
      cash, securities or other property (other than Restructured Debt
      Securities), in respect of this Note shall (despite these subordination
      provisions) be received by any Payee in violation of clause (i) or (ii)
      before all Senior Indebtedness shall have been paid in full in cash, such
      payment or distribution shall be held in trust for the benefit of, and
      shall be paid over or delivered to, the holders of Senior Indebtedness (or
      their representatives), ratably according to the respective aggregate
      amounts remaining unpaid thereon, to the extent necessary to pay all
      Senior Indebtedness in full in cash.

      To the fullest extent permitted by law, no present or future holder of
Senior Indebtedness shall be prejudiced in its right to enforce the
subordination of this Note by any act or failure to act on the part of any Payor
or by any act or failure to act on the part of such holder or any trustee or
agent for such holder. Each Payee and each Payor hereby agree that the
subordination of this Note is for the benefit of the Administrative Agent, the
Issuing Bank and the Lenders and the Administrative Agent, the Issuing Bank and
the Lenders are obligees under this Note to the same extent as if their names
were written herein as such and the Administrative Agent may, on behalf of the
itself, the Issuing Bank and the Lenders, proceed to enforce the subordination
provisions herein.

      The indebtedness evidenced by this Note owed by any Payor that is not
Borrower or a Guarantor shall not be subordinated to, and shall rank pari passu
in right of payment with, any other obligation of such Payor.

      Nothing contained in the subordination provisions set forth above is
intended to or will impair, as between each Payor and each Payee, the
obligations of such Payor, which are absolute and unconditional, to pay to such
Payee the principal of and interest on this Note as and when due and payable in
accordance with its terms, or is intended to or will affect the relative rights
of such Payee and other creditors of such Payor other than the holders of Senior
Indebtedness.

      Each Payee is hereby authorized to record all loans and advances made by
it to any Payor (all of which shall be evidenced by this Note), and all
repayments or prepayments thereof, in its books and records, such books and
records constituting prima facie evidence of the accuracy of the information
contained therein.

      Each Payor hereby waives presentment, demand, protest or notice of any
kind in connection with this Note. All payments under this Note shall be made
without offset, counterclaim or deduction of any kind.

                                      P-2
<PAGE>

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

                                    [List Borrower and All Subsidiaries]

                                    By: _______________________________________
                                         Name:
                                         Title:

                                      P-3
<PAGE>

                                                                       EXHIBIT Q

                                    [FORM OF]
                              NON-BANK CERTIFICATE

      Reference is made to the Credit Agreement dated as of December 22, 2004
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT") among SFBC INTERNATIONAL, INC., a Delaware
corporation ("BORROWER"), the Subsidiary Guarantors (such term and each other
capitalized term used but not defined herein having the meaning given it in
Article I of the Credit Agreement), the Lenders, UBS SECURITIES LLC, as lead
arranger (in such capacity, "ARRANGER"), and UBS AG, STAMFORD BRANCH, as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT") for the Lenders,
collateral agent (in such capacity, "COLLATERAL AGENT") for the Secured Parties
and Issuing Bank.

      The undersigned is not a bank (as such term is used in Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.

                                         [NAME OF LENDER]

                                         By: ___________________________
                                             Name:
                                             Title:

                                         [ADDRESS]

Dated: ______________________, 200__.

                                 Q-1

<PAGE>

                                                                       EXHIBIT G

                      FORM OF LANDLORD'S ACCESS AGREEMENT

            THIS LANDLORD'S ACCESS AGREEMENT (the "AGREEMENT") is made and
entered into as of December [__], by and between ________________________,
having an office at ___________________________________ ("LANDLORD") and UBS AG,
Stamford Branch, as collateral agent for the benefit of the Lenders (as defined
in the Credit Agreement (as hereinafter defined)), having an office at 677
Washington Boulevard, Stamford, Connecticut 60901 (in such capacity, "COLLATERAL
AGENT").

                                R E C I T A L S :

            A. Landlord is the record title holder and owner of the real
property described in Schedule A attached hereto (the "REAL PROPERTY").

            B. Landlord has leased all or a portion of the Real Property (the
"LEASED PREMISES") TO [  ] ("LESSEE" [or "BORROWER"]) pursuant to a certain
lease agreement or agreements described in Schedule B attached hereto
(collectively, and as amended, amended and restated, supplemented or otherwise
modified from time to time, the "LEASE").

            C. [Lessee,] [("BORROWER"),], a [  ] and the Collateral Agent, among
others, have entered into a credit agreement, dated as of December 22, 2004, (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "CREDIT AGREEMENT"; capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement),
pursuant to which the Lenders have agreed to make certain loans to Borrower
(collectively, the "LOANS").

            D. [The Lessee is a subsidiary of Borrower.] [Borrower is a
subsidiary of the Lessee](1)

            E. [The Lessee has, pursuant to the Credit Agreement, guaranteed the
obligations of the Borrower under the Credit Agreement and the other documents
evidencing and securing the Loans (collectively, the "LOAN DOCUMENTS").](2)

            F. As security for the payment and performance of Lessee's
Obligations under the Credit Agreement and the other [documents evidencing and
securing the Loans (collectively, the "LOAN DOCUMENTS")] [Loan Documents],
Collateral Agent (for the benefit of the Lenders) has or will acquire a security
interest in and lien upon all of Lessee's personal property, inventory,
accounts, goods, machinery, equipment, furniture and fixtures (together with all
additions, substitutions,

----------
(1)   Include one of these alternatives if Borrower is not the Lessee.

(2)   Include if Borrower is not the Lessee

<PAGE>

                                      -2-

replacements and improvements to, and proceeds of, the foregoing, collectively,
the "PERSONAL PROPERTY").

            G. Collateral Agent has requested that Landlord execute this
Agreement as a condition precedent to the making of the Loans under the Credit
Agreement.

                               A G R E E M E N T :

            NOW, THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord hereby represents, warrants and agrees in favor of
Collateral Agent, as follows:

            1. Landlord certifies that (i) Landlord is the landlord under the
Lease described in Schedule B attached hereto, (ii) the Lease is in full force
and effect and has not been amended, modified or supplemented except as set
forth in Schedule B hereto and (iii) Landlord has sent no notice of default to
Lessee under the Lease respecting a default which has not been cured by Lessee.

            2. Landlord agrees that the Personal Property is and will remain
personal property and not fixtures even though it may be affixed to or placed on
the Leased Premises. Landlord further agrees that Collateral Agent has the right
to remove the Personal Property from the Leased Premises at any time in
accordance with the terms of the Loan Documents; provided that Collateral Agent
shall repair any damage arising from such removal. Landlord further agrees that
it will not hinder Collateral Agent's actions in removing Personal Property from
the Leased Premises or Collateral Agent's actions in otherwise enforcing its
security interest in the Personal Property. Collateral Agent shall not be liable
for any diminution in value of the Leased Premises caused by the absence of
Personal Property actually removed or by the need to replace the Personal
Property after such removal. Landlord acknowledges that Collateral Agent shall
have no obligation to remove the Personal Property from the Leased Premises.

            3. Landlord acknowledges and agrees that Lessee's granting of a
security interest in the Personal Property in favor of the Collateral Agent (for
the benefit of the Secured Parties) shall not constitute a default under the
Lease nor permit Landlord to terminate the Lease or reenter or repossess the
Leased Premises or otherwise be the basis for the exercise of any remedy by
Landlord and Landlord hereby expressly consents to the granting of such security
interest and agrees that such security interest shall be superior to any lien of
the Landlord (statutory or otherwise) in the Personal Property.

            4. The terms and provisions of this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of Landlord
(including, without limitation, any successor owner of the Real Property) and
Collateral Agent. Landlord will disclose the terms and conditions of this
Agreement to any purchaser or successor to Landlord's interest in the Leased
Premises.

            5. All notices to any party hereto under this Agreement shall be in
writing and sent to such party at its respective address set forth above (or at
such other address as shall be designated by such party in a written notice to
the other party complying as to delivery with the terms

<PAGE>

                                      -3-

of this Section 5) by certified mail, postage prepaid, return receipt requested
or by overnight delivery service.

            6. The provisions of this Agreement shall continue in effect until
Landlord shall have received Collateral Agent's written certification that the
Loans have been paid in full and all of Borrower's other Obligations under the
Credit Agreement and the other Loan Documents have been satisfied.

            7. THE INTERPRETATION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

            8. Landlord agrees to execute, acknowledge and deliver such further
instruments as Collateral Agent may request to allow for the proper recording of
this Agreement (including, without limitation, a revised landlord's access
agreement in form and substance sufficient for recording) or to otherwise
accomplish the purposes of this Agreement.

<PAGE>

            IN WITNESS WHEREOF, Landlord and Collateral Agent have caused this
Agreement to be duly executed and delivered by their duly authorized officers as
of the date first above written.

                                                ________________________________
                                                as Landlord

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                UBS AG, STAMFORD BRANCH,
                                                as Collateral Agent

                                                By: ____________________________
                                                    Name:
                                                    Title:

<PAGE>

                                   Schedule A

                          Description of Real Property

<PAGE>

                                   Schedule B

                              Description of Lease

<TABLE>
<CAPTION>
                                                                                         Location/
                                                                                         Property
Lessor              Lessee             Dated                       Modification          Address
------              ------             -----                       ------------          -------
<S>                 <C>                <C>                         <C>                   <C>
</TABLE>

<PAGE>

The aggregate maximum principal amount of indebtedness that may be secured
hereby is $13,500,000 and recovery by the Mortgagee is limited to said amount.
Documentary Stamp and Intangibles Taxes have been paid in accordance with such
limitation of recovery and evidence of such payment appears hereon.

                    MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

                                       BY

                              11190 BISCAYNE, LLC,
                                  as Mortgagor,

                                       TO

                            UBS AG, STAMFORD BRANCH,
                              as Collateral Agent,
                                    Mortgagee

                          Dated as of December 22, 2004

                            Relating to Premises in:
                     North Miami, Miami Dade County, Florida

      This instrument prepared by and, after recording, please return to:

                                 Cynthia Parker
                         Simpson Thacher & Bartlett LLP
                              425 Lexington Avenue
                               New York, NY 10017

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
<S>                                                                           <C>

                                    Article I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1        DEFINITIONS...........................................      2
SECTION 1.2        INTERPRETATION........................................      6
SECTION 1.3        RESOLUTION OF DRAFTING AMBIGUITIES....................      6

                                   Article II
                         GRANTS AND SECURED OBLIGATIONS

SECTION 2.1        GRANT OF MORTGAGED PROPERTY...........................      6
SECTION 2.2        ASSIGNMENT OF LEASES AND RENTS........................      7
SECTION 2.3        SECURED OBLIGATIONS...................................      8
SECTION 2.4        FUTURE ADVANCES.......................................      8
SECTION 2.5        NO RELEASE............................................      8

                                   Article III
                   REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

SECTION 3.1        AUTHORITY AND VALIDITY................................      8
SECTION 3.2        WARRANTY OF TITLE.....................................      8
SECTION 3.3        CONDITION OF MORTGAGED PROPERTY.......................      9
SECTION 3.4        LEASES................................................     10
SECTION 3.5        CHARGES...............................................     11
SECTION 3.6        BENEFIT TO THE MORTGAGOR..............................     11
SECTION 3.7        MORTGAGED LEASE.......................................     11

                                   Article IV
                         CERTAIN COVENANTS OF MORTGAGOR

SECTION 4.1        PAYMENT...............................................     13
SECTION 4.2        PRESERVATION OF EXISTENCE.............................     13
SECTION 4.3        TITLE.................................................     13
SECTION 4.4        MAINTENANCE AND USE OF MORTGAGED PROPERTY;
                   ALTERATIONS...........................................     14
SECTION 4.5        NOTICES REGARDING CERTAIN DEFAULTS....................     14
SECTION 4.6        ACCESS TO MORTGAGED PROPERTY, BOOKS AND RECORDS;
                   OTHER INFORMATION.....................................     14
SECTION 4.7        LIMITATION ON LIENS; TRANSFER RESTRICTIONS............     14
SECTION 4.8        ESTOPPEL CERTIFICATES.................................     15
SECTION 4.9        INSURANCE.............................................     15
SECTION 4.10       ENVIRONMENTAL MATTERS.................................     15
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
                                    Article V
                                     LEASES

SECTION 5.1.  MORTGAGOR'S AFFIRMATIVE COVENANTS WITH RESPECT TO LEASES.......      15
SECTION 5.2.  MORTGAGOR'S NEGATIVE COVENANTS WITH RESPECT TO LEASES..........      15

                                   Article VI
                    CONCERNING ASSIGNMENT OF LEASES AND RENTS

SECTION 6.1.  PRESENT ASSIGNMENT; LICENSE TO THE MORTGAGOR...................      16
SECTION 6.2.  COLLECTION OF RENTS BY THE MORTGAGEE...........................      17
SECTION 6.3.  NO RELEASE.....................................................      17
SECTION 6.4.  IRREVOCABLE INTEREST...........................................      17
SECTION 6.5.  AMENDMENT TO LEASES............................................      17

                                  Article VII
                       TAXES AND CERTAIN STATUTORY LIENS

SECTION 7.1.  PAYMENT OF CHARGES.............................................      17
SECTION 7.2.  ESCROW OF TAXES................................................      18
SECTION 7.3.  CERTAIN STATUTORY LIENS........................................      18
SECTION 7.4.  STAMP AND OTHER TAXES..........................................      18
SECTION 7.5.  CERTAIN TAX LAW CHANGES........................................      18
SECTION 7.6.  PROCEEDS OF TAX CLAIM..........................................      18

                                  Article VIII
                             CONTESTING OF PAYMENTS

SECTION 8.1.  CONTESTING OF TAXES AND CERTAIN STATUTORY LIENS................      19

                                   Article IX
                    DESTRUCTION, CONDEMNATION AND RESTORATION

SECTION 9.1.  DESTRUCTION, CONDEMNATION AND RESTORATION......................      19
SECTION 9.2.  CONDEMNATION...................................................      19
SECTION 9.3.  RESTORATION....................................................      19

                                    Article X
                         EVENTS OF DEFAULT AND REMEDIES

SECTION 10.1. EVENTS OF DEFAULT..............................................      20
SECTION 10.2. REMEDIES IN CASE OF AN EVENT OF DEFAULT........................      20
SECTION 10.3. SALE OF MORTGAGED PROPERTY IF EVENT OF DEFAULT
              OCCURS; PROCEEDS OF SALE.......................................      20
SECTION 10.4. ADDITIONAL REMEDIES IN CASE OF AN EVENT OF DEFAULT.............      22
SECTION 10.5. LEGAL PROCEEDINGS AFTER AN EVENT OF DEFAULT....................      22
SECTION 10.6. REMEDIES NOT EXCLUSIVE.........................................      23
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
                                   Article XI
                      SECURITY AGREEMENT AND FIXTURE FILING

SECTION 11.1.    SECURITY AGREEMENT..........................................      23
SECTION 11.2.    FIXTURE FILING..............................................      24

                                   Article XII
                               FURTHER ASSURANCES

SECTION 12.1.    RECORDING DOCUMENTATION TO ASSURE SECURITY..................      24
SECTION 12.2.    FURTHER ACTS................................................      24
SECTION 12.3.    ADDITIONAL SECURITY.........................................      25

                                  Article XIII
                                  MISCELLANEOUS

SECTION 13.1.    COVENANTS TO RUN WITH THE LAND..............................      25
SECTION 13.2.    NO MERGER...................................................      25
SECTION 13.3.    CONCERNING MORTGAGEE........................................      25
SECTION 13.4.    MORTGAGEE MAY PERFORM; MORTGAGEE APPOINTED
                 ATTORNEY-IN-FACT............................................      26
SECTION 13.5.    CONTINUING SECURITY INTEREST; ASSIGNMENT....................      26
SECTION 13.6.    TERMINATION; RELEASE........................................      27
SECTION 13.7.    MODIFICATION IN WRITING.....................................      27
SECTION 13.8.    NOTICES.....................................................      27
SECTION 13.9.    GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.....      27
SECTION 13.10.   SEVERABILITY OF PROVISIONS..................................      28
SECTION 13.11.   LIMITATION ON INTEREST PAYABLE..............................      28
SECTION 13.12.   BUSINESS DAYS...............................................      28
SECTION 13.13.   RELATIONSHIP................................................      28
SECTION 13.14.   WAIVER OF STAY..............................................      28
SECTION 13.15.   NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITIONS...............      29
SECTION 13.16.   NO CLAIMS AGAINST THE MORTGAGEE.............................      29
SECTION 13.17.   OBLIGATIONS ABSOLUTE........................................      29
SECTION 13.18.   MORTGAGEE'S RIGHT TO SEVER INDEBTEDNESS.....................      30
SECTION 13.19.   LAST DOLLARS SECURED........................................      31
</TABLE>

SIGNATURE

ACKNOWLEDGMENTS

SCHEDULE A  Legal Description and Mortgaged Lease
SCHEDULE B  Prior Liens
SCHEDULE C  Leases

                                     -iii-
<PAGE>

               MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY
                          AGREEMENT AND FIXTURE FILING

            MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND
FIXTURE FILING (the "Mortgage"), dated as of December 22, 2004, made by 11190
BISCAYNE, LLC, a Florida limited liability company, having an office at 11190
Biscayne Boulevard, North Miami, Florida 33161, as mortgagor, assignor and
debtor (in such capacities and together with any successors in such capacities,
the "Mortgagor"), in favor of UBS AG, STAMFORD BRANCH, a Swiss banking
corporation having an office at 677 Washington Boulevard, Stamford, Connecticut,
06901, in its capacity as collateral agent for Secured Parties (as hereinafter
defined), as mortgagee, assignee and secured party (in such capacities and
together with any successors in such capacities, the "Mortgagee").

                                    RECITALS:

            A. Pursuant to that certain credit agreement, dated as of December
21, 2004 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among SFBC International, Inc., a
Delaware corporation, as borrower (the "Borrower"), the Mortgagor and the other
Guarantors (such term and each other capitalized term used and not defined
herein having the meaning given to it in Article I), the Lenders, UBS Securities
LLC, as Arranger, Documentation Agent and Syndication Agent, UBS Loan Finance
LLC, as Swingline Lender, and UBS AG, Stamford Branch, as Issuing Bank,
Administrative Agent and Collateral Agent, the Lenders have agreed to make to or
for the account of the Borrower certain Loans and issue certain Letters of
Credit.

            B. It is contemplated that the Borrower or one or more of the
Guarantors may pursuant to the provisions of the Credit Agreement enter into one
or more agreements with one or more of the Lenders or their respective
Affiliates with respect to the Loans ("Hedging Agreements") designed to alter
the risks arising from the fluctuations in interest rates, currency values or
commodity prices with respect to the Loans under the Credit Agreement (all
obligations of the Borrower or the Guarantors now existing or hereafter arising
under such Hedging Agreements, collectively, the "Hedging Obligations").

            C. The Borrower owns, directly or through its Subsidiaries, all of
the issued and outstanding limited liability interests of the Mortgagor.

            D. The Mortgagor has, pursuant to Article VII of the Credit
Agreement, among other things, guaranteed (the "Guarantee") the obligations of
the Borrower under the Credit Agreement and the other Loan Documents.

            E. The Mortgagor will receive substantial benefits from the
execution, delivery and performance of the Loan Documents and is, therefore,
willing to enter into this Mortgage.

            F. The Mortgagor is (i) the legal and/or beneficial owner of the
Mortgaged Property (other than the Mortgaged Lease), and (ii) the lessee under
the Mortgaged Lease.

            G. It is a condition to the obligations of the Lenders to make the
Loans under the Credit Agreement and issue the Letters of Credit that the
Mortgagor execute and deliver the applicable Loan Documents, including this
Mortgage.

            H. This Mortgage is given by the Mortgagor in favor of the Mortgagee
for its benefit and the benefit of the other Secured Parties to secure the
payment and performance of all of the Secured Obligations.

<PAGE>

                                   AGREEMENT:

            NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Mortgagor hereby covenants and agrees with the Mortgagee as
follows:

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

            SECTION 1.1. Definitions. (a) Capitalized terms used but not
otherwise defined herein that are defined in the Credit Agreement shall have the
meanings given to them in the Credit Agreement, including the following:

            "ADMINISTRATIVE AGENT"; "AFFILIATE"; "AGENT"; "BUSINESS DAY";
      "COMMITMENT"; ENVIRONMENTAL LAW"; " ENVIRONMENTAL PERMIT "; " EVENT OF
      DEFAULT "; " GAAP"; GUARANTORS"; " HAZARDOUS MATERIALS"; " LETTER OF
      CREDIT"; " LENDERS"; " LIEN"; " LOAN DOCUMENTS"; "LOAN PARTIES"; "LOANS";
      "NET CASH PROCEEDS"; "NOTES"; "OFFICERS' CERTIFICATE"; "PERSON"; "SECURED
      PARTIES"; "SECURITY AGREEMENT"; "SECURITY DOCUMENTS"; and "SUBSIDIARY".

            (b) The following terms in this Mortgage shall have the following
meanings:

            "ALLOCATED INDEBTEDNESS" shall have the meaning assigned to such
term in Section 13.18(i) hereof.

            "ALLOCATION NOTICE" shall have the meaning assigned to such term in
Section 13.18(i)hereof.

            "ALTERATIONS" shall mean any and all alterations, installations,
improvements, additions, modifications or changes of a structural nature.

            "CHARGES" shall mean any and all real estate, property and other
taxes, assessments and special assessments, levies, fees, all water and sewer
rents and charges and all other governmental charges imposed upon or assessed
against, and all claims (including, without limitation, claims for landlords',
carriers', mechanics', workmens', repairmens', laborers', materialmens',
suppliers' and warehousemens' Liens, liens arising under or relating to
Environmental Laws, and other claims arising by operation of law) against, all
or any portion of the Mortgaged Property.

            "COLLATERAL" shall have the meaning assigned to such term in Section
13.18(i) hereof.

            CONTESTED LIENS" shall mean, collectively, any Liens incurred in
respect of any Charges to the extent that the amounts owing in respect thereof
are not yet delinquent or are being contested and otherwise comply with the
provisions of Section 8.1 hereof; provided, however, that such Liens shall in
all respects be subject and subordinate in priority to the Liens and security
interests created and evidenced by this Mortgage, except if and to the extent
that the law or regulation creating, permitting or authorizing such Lien
provides that such Lien(s) must be superior to the Liens and security interests
created and evidenced hereby.

                                       -2-
<PAGE>

            "CONTRACTS" shall mean, collectively, any and all right, title and
interest of the Mortgagor in and to any and all contracts and other general
intangibles relating to the Mortgaged Property and all reserves, deferred
payments, deposits, refunds and claims of every kind, nature or character
relating thereto.

            "CREDIT AGREEMENT" shall have the meaning assigned to such term in
Recital A hereof.

            "DEFAULT RATE" shall mean the rate of interest payable during a
default pursuant to the provisions of Section 2.06(c) of the Credit Agreement.

            "DESTRUCTION" shall mean any and all damage (including without
limitation damage resulting from the generation, use, treatment, storage,
release or disposal of Hazardous Materials) to, or loss or destruction of, the
Premises or any part thereof.

            "FIXTURES" shall mean all machinery, apparatus, equipment, fittings,
fixtures, improvements and articles of personal property of every kind,
description and nature whatsoever now or hereafter attached or affixed to the
Land or any other Improvement used in connection with the use and enjoyment of
the Land or any other Improvement or the maintenance or preservation thereof,
which by the nature of their location thereon or attachment thereto are fixtures
under the UCC or any other applicable law including, without limitation, all
utility systems, fire sprinkler and security systems, drainage facilities,
lighting facilities, all water, sanitary and storm sewer, drainage, electricity,
steam, gas, telephone and other utility equipment and facilities, pipes,
fittings and other items of every kind and description now or hereafter attached
to or located on the Land which by the nature of their location thereon or
attachment thereto are real property under applicable law, HVAC equipment,
boilers, electronic data processing, telecommunications or computer equipment,
refrigeration, electronic monitoring, water or lighting systems, power,
sanitation, waste removal, elevators, maintenance or other systems or equipment.

            "IMPROVEMENTS" shall mean all buildings, structures and other
improvements of every kind or description and any and all Alterations now or
hereafter located, attached or erected on the Land, including, without
limitation, (i) all Fixtures, (ii) all attachments, railroad tracks,
foundations, sidewalks, drives, roads, curbs, streets, ways, alleys, passages,
passageways, sewer rights, parking areas, driveways, fences and walls and (iii)
all materials now or hereafter located on the Land intended for the
construction, reconstruction, repair, replacement, alteration, addition or
improvement of or to such buildings, Fixtures, structures and improvements, all
of which materials shall be deemed to be part of the Improvements immediately
upon delivery thereof on the Land and to be part of the Improvements immediately
upon their incorporation therein.

            "INSURANCE POLICIES" means the insurance policies and coverages
required to be maintained by the Mortgagor

            "LAND" shall mean, collectively, the Leased Land and the Owned Land.

            "LANDLORD" shall mean any landlord, lessor, franchisor, licensor or
grantor, as applicable.

            "LEASED LAND" shall mean the land described in Schedule A-2 annexed
to this Mortgage.

            "LEASES" shall mean, collectively, any and all interests of the
Mortgagor, as Landlord, in all leases and subleases of space, tenancies,
franchise agreements, licenses, occupancy or concession agreements now existing
or hereafter entered into, whether or not of record, relating in any manner to
the

                                       -3-
<PAGE>

Premises and any and all amendments, modifications, supplements, replacements,
extensions and renewals of any thereof, whether now in effect or hereafter
coming into effect.

            "MORTGAGE" shall have the meaning assigned to such term in the
Preamble hereof.

            "MORTGAGED PROPERTY" shall have the meaning assigned to such term in
Section 2.1 hereof.

            "MORTGAGED LEASE" shall mean the lease agreements, and all
amendments thereto and assignments thereof, as described on Schedule A-2 annexed
hereto.

            "MORTGAGEE" shall have the meaning assigned to such term in the
Preamble hereof.

            "MORTGAGOR" shall have the meaning assigned to such term in the
Preamble hereof.

            "MORTGAGOR'S INTEREST" shall have the meaning assigned to such term
in Section 2.2 hereof.

            "OWNED LAND" shall mean the land described in Schedule A-1 annexed
to this Mortgage, together with all of the Mortgagor's reversionary rights in
and to any and all easements, rights-of-way, strips and gores of land, waters,
water courses, water rights, mineral, gas and oil rights and all power, air,
light and other rights, estates, titles, interests, privileges, liberties,
servitudes, licenses, tenements, hereditaments and appurtenances whatsoever, in
any way belonging, relating or appertaining thereto, or any part thereof, or
which hereafter shall in any way belong, relate or be appurtenant thereto.

            "PERMIT" shall mean any and all permits, certificates, approvals,
authorizations, consents, licenses, variances, franchises or other instruments,
however characterized, of any Governmental Authority (or any person acting on
behalf of a Governmental Authority) now or hereafter acquired or held, together
with all amendments, modifications, extensions, renewals and replacements of any
thereof issued or in any way furnished in connection with the Mortgaged Property
including, without limitation, building permits, certificates of occupancy,
Environmental Permits, industrial permits or licenses and certificates of
operation.

            "PERMITTED COLLATERAL LIENS" shall mean the Liens described in
clause (b) of the definition of "Permitted Collateral Liens" contained in the
Credit Agreement.

            "PREMISES" shall mean, collectively, the Owned Land, the
Improvements and Mortgagor's leasehold interest in the Leased Land.

            "PRIOR LIENS" shall mean, collectively, the Liens identified in
Schedule B annexed to this Mortgage.

            "PROCEEDS" shall mean, collectively, any and all cash proceeds and
non-cash proceeds and shall include all (i) proceeds of the conversion,
voluntary or involuntary, of any of the Mortgaged Property or any portion
thereof into cash or liquidated claims, (ii) proceeds of any insurance,
indemnity, warranty, guaranty or claim payable to the Mortgagee or to the
Mortgagor from time to time with respect to any of the Mortgaged Property, (iii)
payments (in any form whatsoever) made or due and payable to the Mortgagor from
time to time in connection with any requisition, confiscation, condemnation,
seizure or forfeiture of all or any portion of the Mortgaged Property by any
Governmental Authority (or any person acting on behalf of a Governmental
Authority), (iv) products of the Mortgaged Property and

                                       -4-
<PAGE>

(v) other amounts from time to time paid or payable under or in connection with
any of the Mortgaged Property including, without limitation, refunds of real
estate taxes and assessments, including interest thereon.

            "PROPERTY MATERIAL ADVERSE EFFECT" shall mean, as of any date of
determination and whether individually or in the aggregate, (a) any event,
circumstance, occurrence or condition which has caused or resulted in (or would
reasonably be expected to cause or result in) a material adverse effect on the
business or operations of the Mortgagor as presently conducted at the Mortgaged
Property; (b) any event, circumstance, occurrence or condition which has caused
or resulted in (or would reasonably be expected to cause or result in) a
material adverse effect on the value or utility of the Mortgaged Property; or
(c) any event, circumstance, occurrence or condition which has caused or
resulted in (or would reasonably be expected to cause or result in) a material
adverse effect on the legality, priority or enforceability of the Lien created
by this Mortgage or the rights and remedies of the Mortgagee hereunder.

            "PRUDENT OPERATOR" shall mean a prudent operator of property similar
in use and configuration to the Premises and located in the locality where the
Premises are located.

            "RECORDS" shall mean, collectively, any and all right, title and
interest of the Mortgagor in and to any and all drawings, plans, specifications,
file materials, operating and maintenance records, catalogues, tenant lists,
correspondence, advertising materials, operating manuals, warranties,
guarantees, appraisals, studies and data relating to the Mortgaged Property or
the construction of any Alteration or the maintenance of any Permit.

            "RENTS" shall mean, collectively, any and all rents, additional
rents, royalties, cash, guaranties, letters of credit, bonds, sureties or
securities deposited under any Lease to secure performance of the Tenant's
obligations thereunder, revenues, earnings, profits and income, advance rental
payments, payments incident to assignment, sublease or surrender of a Lease,
claims for forfeited deposits and claims for damages, now due or hereafter to
become due, with respect to any Lease, any indemnification against, or
reimbursement for, sums paid and costs and expenses incurred by the Mortgagor
under any Lease or otherwise, and any award in the event of the bankruptcy of
any Tenant under or guarantor of a Lease.

            "RESTORATION" shall mean the repair, replacement, remediation or
restoration of all or any portion of the Premises after a Destruction or Taking.

            "TAKING" shall mean any taking of the Mortgaged Property or any part
thereof, in or by condemnation or other eminent domain proceedings pursuant to
any law, general or special, or by reason of the temporary requisition of the
use or occupancy of the Mortgaged Property or any part thereof, by any
Governmental Authority, civil or military.

            "TAX ESCROW FUND" shall have the meaning assigned to such term in
Section 7.2 hereof.

            "TENANT" shall mean any tenant, lessee, sublessee, franchisee,
licensee, grantee or obligee, as applicable.

            "UCC" shall mean the Uniform Commercial Code as in effect on the
date hereof in the jurisdiction in which the Premises are located; provided,
however, that if by reason of mandatory provisions of law, the perfection or the
effect of perfection or non-perfection of the security interest in any item or
portion of the Mortgaged Property is governed by the Uniform Commercial Code as
in effect in a

                                       -5-
<PAGE>

jurisdiction other than the jurisdiction in which the Premises are located,
"UCC" shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or effect of perfection or non-perfection.

            SECTION 1.2. Interpretation. In this Mortgage, unless otherwise
specified, (i) singular words include the plural and plural words include the
singular, (ii) words importing any gender include the other gender, (iii)
references to any person include such person's successors and assigns and in the
case of an individual, the word "successors" includes such person's heirs,
devisees, legatees, executors, administrators and personal representatives, (iv)
references to any statute or other law include all applicable rules, regulations
and orders adopted or made thereunder and all statutes or other laws amending,
consolidating or replacing the statute or law referred to, (v) the words
"consent," "approve" and "agree," and derivations thereof or words of similar
import, mean the prior written consent, approval or agreement of the person in
question, (vi) the words "include" and "including," and words of similar import,
shall be deemed to be followed by the words "without limitation," (vii) the
words "hereto," "herein," "hereof" and "hereunder," and words of similar import,
refer to this Mortgage in its entirety, (viii) references to Articles, Sections,
Schedules, Exhibits, subsections, paragraphs and clauses are to the Articles,
Sections, Schedules, Exhibits, subsections, paragraphs and clauses hereof, (ix)
the Schedules and Exhibits to this Mortgage, in each case as amended, amended
and restated, supplemented or otherwise modified from time to time in accordance
with the provisions hereof, are incorporated herein by reference, (x) the titles
and headings of Articles, Sections, Schedules, Exhibits, subsections, paragraphs
and clauses are inserted as a matter of convenience only and shall not affect
the constructions of any provision hereof and (xi) all obligations of the
Mortgagor hereunder shall be satisfied by the Mortgagor at the Mortgagor's sole
cost and expense.

            SECTION 1.3. Resolution of Drafting Ambiguities. The Mortgagor
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery hereof, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., Mortgagee) shall not be employed in the interpretation
hereof.

                                   ARTICLE II

                         GRANTS AND SECURED OBLIGATIONS

            SECTION 2.1. Grant of Mortgaged Property. The Mortgagor hereby
grants, mortgages, bargains, sells, assigns, transfers and conveys to the
Mortgagee, and hereby grants to the Mortgagee, a security interest in and upon
all of the Mortgagor's estate, right, title and interest in, to and under the
following property, whether now owned or held or hereafter acquired from time to
time (collectively, the ("MORTGAGED PROPERTY"):

                  (i)   Owned Land;

                  (ii)  the leasehold estate created under and by virtue of the
            Mortgaged Lease, any interest in any fee, greater or lesser title to
            the Leased Land and Improvements located thereon that Mortgagor may
            own or hereafter acquire (whether acquired pursuant to a right or
            option contained in the Mortgaged Lease or otherwise) and all
            credits, deposits, options, privileges and rights of Mortgagor under
            the Mortgaged Lease (including all rights of use, occupancy and
            enjoyment) and under any amendments, supplements, extensions,
            renewals, restatements, replacements and modifications thereof
            (including, without limitation, (i) the right to give consents, (ii)
            the right to receive moneys payable to Mortgagor, (iii) the right,
            if any, to renew or

                                       -6-
<PAGE>


      extend the Mortgaged Lease for a succeeding term or terms, (iv) the right,
      if any, to purchase the Leased Land and Improvements located thereon and
      (v) the right to terminate or modify the Mortgaged Lease); all of
      Mortgagor's claims and rights to the payment of damages arising under the
      Bankruptcy Code from any rejection of the Mortgaged Lease by the lessor
      thereunder or any other party;

            (iii) Improvements;

            (iv)  Leases;

            (v)   Rents;

            (vi)  Permits;

            (vii) Contracts;

            (viii) Records; and

            (ix)  Proceeds;

            Notwithstanding the foregoing provisions of this Section 2.1,
Mortgaged Property shall not include a grant of any of the Mortgagor's right,
title or interest in (i) any Contract to which the Mortgagor is a party or any
of its rights or interests thereunder to the extent, but only to the extent,
that such a grant would, under the terms of such Contract, result in a breach or
termination of the terms of, or constitute a default under or termination of
such Contract and (ii) any Permit to the extent, but only to the extent that,
such grant shall constitute or result in abandonment, invalidation or rendering
unenforceable any right, title or interest of the Mortgagor therein; provided,
however, that at such time as any Contract or Permit described in clauses (i)
and (ii) of this sentence is no longer subject to such restriction, such
applicable Contract or Permit shall (without any act or delivery by any person)
constitute Mortgaged Property hereunder.

TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right,
title and interest of the Mortgagor and anyone claiming by, through or under the
Mortgagor in and to the Mortgaged Property and all rights and appurtenances
relating thereto, unto the Mortgagee, its successors and assigns, for the
purpose of securing the payment and performance in full of all the Secured
Obligations.

            SECTION 2.2. Assignment of Leases and Rents. As additional security
for the payment and performance in full of all the Secured Obligations and
subject to the provisions of Article VI hereof, the Mortgagor absolutely,
presently, unconditionally and irrevocably assigns, transfers and sets over to
the Mortgagee, and grants to the Mortgagee, all of the Mortgagor's estate,
right, title, interest, claim and demand, as Landlord, under any and all of the
Leases including, without limitation, the following (such assigned rights, the
"MORTGAGOR'S INTEREST"):

                  (i) the immediate and continuing right to receive and collect
      Rents payable by the Tenants pursuant to the Leases;

                  (ii) all claims, rights, powers, privileges and remedies of
      the Mortgagor, whether provided for in the Leases or arising by statute or
      at law or in equity or otherwise, consequent on any failure on the part of
      the Tenants to perform or comply with any term of the Leases;

                                       -7-
<PAGE>

                  (iii) all rights to take all actions upon the happening of a
      default under the Leases as shall be permitted by the Leases or by law
      including, without limitation, the commencement, conduct and consummation
      of proceedings at law or in equity; and

                  (iv) the full power and authority, in the name of the
      Mortgagor or otherwise, to enforce, collect, receive and receipt for any
      and all of the foregoing and to take all other actions whatsoever which
      the Mortgagor, as Landlord, is or may be entitled to take under the
      Leases.

            SECTION 2.3. Secured Obligations. This Mortgage secures, and the
Mortgaged Property is collateral security for, the payment and performance in
full when due of the Secured Obligations.

            SECTION 2.4. Future Advances. This Mortgage shall secure future
advances whenever hereafter made. The maximum aggregate amount of all advances
of principal under the Credit Agreement (which advances are obligatory to the
extent the conditions set forth in the Credit Agreement relating thereto are
satisfied) that may be outstanding hereunder at any time is [$320,000,000], plus
interest thereon, collection costs, sums advanced for the payment of taxes,
assessments, maintenance and repair charges, insurance premiums and any other
costs incurred to protect the security encumbered hereby or the lien hereof,
expenses incurred by the Mortgagee by reason of any default by the Mortgagor
under the terms hereof, together with all other sums secured hereby.

            SECTION 2.5. No Release. Nothing set forth in this Mortgage shall
relieve the Mortgagor from the performance of any term, covenant, condition or
agreement on the Mortgagor's part to be performed or observed under or in
respect of any of the Mortgaged Property or from any liability to any person
under or in respect of any of the Mortgaged Property or shall impose any
obligation on the Mortgagee or any other Secured Party to perform or observe any
such term, covenant, condition or agreement on the Mortgagor's part to be so
performed or observed or shall impose any liability on the Mortgagee or any
other Secured Party for any act or omission on the part of the Mortgagor
relating thereto or for any breach of any representation or warranty on the part
of the Mortgagor contained in this Mortgage or any other Loan Document, or under
or in respect of the Mortgaged Property or made in connection herewith or
therewith. The obligations of the Mortgagor contained in this Section 2.5 shall
survive the termination hereof and the discharge of the Mortgagor's other
obligations under this Mortgage and the other Loan Documents.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

            SECTION 3.1. Authority and Validity. The Mortgagor represents and
warrants that each of the representations, warranties, covenants, negative
covenants and other agreements of the Mortgager (as a Loan Party) under and as
contained in the Credit Agreement are hereby incorporated herein in their
entirety by this reference.

            SECTION 3.2. Warranty of Title. The Mortgagor represents and
warrants that:

                  (i) it has fee simple title to the Premises and the Landlord's
      interest and estate under or in respect of the Leases and valid title to
      the interest it purports to own or hold in and to each of the Permits, the
      Contracts and the Records, in each case subject to no Liens, except for
      Prior Liens and Liens in favor of the Mortgagee pursuant to the Security
      Documents;

                                      -8-
<PAGE>

                  (ii) it has valid title to the interest it purports to own or
      hold in and to all rights and appurtenances to or that constitute a
      portion of the Mortgaged Property;

                  (iii) it is in compliance in all material respects with each
      term, condition and provision of any obligation of the Mortgagor which is
      secured by the Mortgaged Property or the noncompliance with which may
      result in the imposition of a Lien on the Mortgaged Property; and

                  (iv) upon recordation in the official records in the county
      (or other applicable jurisdiction) in which the Premises are located this
      Mortgage will create and constitute a valid and enforceable first priority
      Lien on the Mortgaged Property in favor of the Collateral Agent for the
      benefit of the Secured Parties, and, to the extent any of the Mortgaged
      Property shall consist of Fixtures, a first priority security interest in
      the Fixtures, which first priority Lien and first priority security
      interest are subject only to Prior Liens.

            SECTION 3.3. Condition of Mortgaged Property. The Mortgagor
represents and warrants that:

                  (i) there has been issued and there remains in full force and
      effect subject to no revocation, suspension, forfeiture or modification,
      each and every material Permit necessary for the present and contemplated
      use, operation and occupancy of the Premises by the Mortgagor and its
      Tenants and the conduct of their respective businesses and all required
      zoning, building code, land use, environmental and other similar Permits;

                  (ii) the Premises and the present and contemplated use and
      occupancy thereof are in compliance in all material respects with all
      applicable zoning ordinances, building codes, land use laws, setback or
      other development and use requirements of Governmental Authorities and
      with all private restrictions and agreements affecting the Mortgaged
      Property whether or not recorded;

                  (iii) the Premises are served by all utilities (including,
      without limitation, public water and sewer systems) reasonably necessary
      for the present and contemplated use thereof, and all utility services are
      provided by public utilities and the Premises have accepted or are
      equipped to accept such utility services and the Mortgagor has not
      received notice of termination of such utility service;

                  (iv) the Mortgagor has access to the Premises from one or more
      fully dedicated public roads and, to the extent applicable, public or
      private rail or waterway, sufficient to allow the Mortgagor and its
      Tenants and invitees to conduct their respective businesses at the
      Premises in accordance with sound commercial practices and the Mortgagor
      has not received notice of termination of such access;

                  (v) the Mortgagor has not received notice of any Taking or the
      commencement or pendency of any action or proceeding therefor;

                  (vi) there has not occurred any Destruction of the Premises or
      any portion thereof as a result of any fire or other casualty which has
      not previously been repaired or replaced;

                  (vii) there are no disputes regarding boundary lines,
      location, encroachments or possession of any portions of the Mortgaged
      Property and no state of facts exists which could give rise to any such
      claim;

                                       -9-
<PAGE>

                  (viii) all liquid and solid waste disposal, septic and sewer
      systems located on the Premises are in a good and safe condition and
      repair and in compliance with all Requirements of Law;

                  (ix) no portion of the Premises is located in an area
      identified by the Federal Emergency Management Agency or any successor
      thereto as an area having special flood hazards pursuant to the Flood
      Insurance Acts or, if any portion of the Premises is located within such
      area, the Mortgagor has obtained the flood insurance prescribed in Section
      5.04 of the Credit Agreement hereof;

                  (x) the Premises are assessed for real estate tax purposes as
      one or more wholly independent tax lot or lots, separate from any
      adjoining land or improvements not constituting a portion of such lot or
      lots, and no other land or improvement is assessed and taxed together with
      the Premises or any portion thereof; and

                  (xi) there are no options or rights of first refusal to
      purchase or acquire all or any portion of the Mortgaged Property.

            SECTION 3.4. Leases. The Mortgagor represents and warrants that:

                  (i) there are no material Leases affecting the Premises as of
      the date hereof;

                  (ii) true copies of such Leases have been previously delivered
      to the Mortgagee and there are no agreements with any Tenant under such
      Leases other than those agreements expressly set forth therein;

                  (iii) the Mortgagor is the sole owner of all of the
      Mortgagor's Interest in such Leases;

                  (iv) each of such Leases is in full force and effect,
      constitutes a legal, valid and binding obligation of the Mortgagor and the
      applicable Tenant thereunder, and is enforceable against the Mortgagor and
      such Tenant in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws affecting
      creditors rights generally and subject to general principles of equity
      regardless of whether considered in a proceeding in equity or at law;

                  (v) there is no default under any of such Leases and there is
      existing no condition which with the giving of notice or passage of time
      or both would cause a default thereunder;

                  (vi) all Rents due under such Leases have been paid in full;

                  (vii) none of the Rents reserved under such Leases have been
      assigned or otherwise pledged or hypothecated except in favor of the
      Mortgagee pursuant to the provisions hereof;

                  (viii) none of the Rents (other than any security deposit
      collected in accordance with the provisions of the applicable Lease) have
      been collected for more than one month in advance;

                  (ix) there exist no offsets or defenses to the payment of any
      portion of the Rents and the Mortgagor owes no monetary obligation to any
      Tenant under any such Lease;

                                      -10-
<PAGE>

                  (x) the Mortgagor has received no notice from any Tenant
      challenging the validity or enforceability of any such Lease;

                  (xi) no such Lease contains any option to purchase, right of
      first refusal to purchase, right of first refusal to relet, or any other
      similar provision; and

                  (xii) each such Lease is subordinate to this Mortgage pursuant
      to its terms.

            SECTION 3.5. Charges. The Mortgagor represents and warrants that all
Charges imposed upon or assessed against the Mortgaged Property have been paid
and discharged except to the extent such Charges constitute a Prior Lien.

            SECTION 3.6. Benefit to the Mortgagor. The Mortgagor represents and
warrants that it will receive substantial benefit as a result of the execution,
delivery, and performance of the Loan Documents.

            SECTION 3.7. Mortgaged Lease

                  Mortgagor represents, warrants and covenants the following
with respect to the Mortgaged Lease:

                  (a) (i) The Mortgaged Lease creates a valid and subsisting
leasehold interest in Mortgagor, superior and paramount to all other Leases
respecting the property which is demised to Mortgagor under the Mortgaged Lease
except for the Leases (if any) identified as Prior Liens, (ii) the Mortgaged
Lease is in full force and effect, and except for any cure obligations necessary
for the assumption of the Mortgaged Lease pursuant to the United States
Bankruptcy Code, to Mortgagor's best knowledge no event has occurred that, with
the giving of notice or the passage of time or both, would constitute such a
default or would entitle Mortgagor or any party under the Mortgaged Lease to
cancel the same or otherwise avoid its obligations, (iii) the Mortgaged Lease is
not subject to any defenses, offsets or counterclaims to the Mortgagor's best
knowledge and there have been no renewals or extensions of or supplements,
modifications or amendments to the Mortgaged Lease not previously disclosed to
Mortgagee and (iv) all rent, additional rent and other sums owed by Mortgagor
under the Mortgaged Lease through the date hereof have been paid.

                  (b) Except for this Mortgage or other assignments in favor of
Mortgagee and that certain mortgage issued by Mortgagor on the date hereof in
favor of Mortgagee, for the benefit of UBS AG, STAMFORD BRANCH, as mortgagee, in
connection with the execution and delivery of the Credit Agreement, Mortgagor
has not executed any assignment or pledge of the Mortgaged Lease or of
Mortgagor's right, title and interest in the same, which now is in effect.

                  (c) This Mortgage conforms and complies with the terms of the
Mortgaged Lease, does not constitute a violation under the Mortgaged Lease and
is and at all times shall constitute a valid lien (subject only to those matters
permitted by this Mortgage) on Mortgagor's interests in the Mortgaged Lease.

                  (d) Promptly after the date hereof, and again promptly after
execution of any amendment to this Mortgage, Mortgagor shall notify Landlord of
the execution and delivery of this Mortgage or amendment, as the case may be.

                                            -11-
<PAGE>

                  (e) Mortgagor hereby irrevocably delegates to Mortgagee the
nonexclusive authority to exercise any or all of Mortgagor's rights, including
the right to give any and all notices to Landlord under the Mortgaged Lease,
whether or not Mortgagor has failed to exercise such right. Nothing in the
foregoing delegation of authority shall be deemed to impose any obligation or
duty upon Mortgagee. Notwithstanding such delegation of authority, Mortgagee
grants Mortgagor a revocable exclusive license to exercise such authority which
license may only be revoked by Mortgagee upon the occurrence and during the
continuance of any Event of Default in accordance with the Credit Agreement.

                  (f) Mortgagor shall promptly notify Mortgagee in writing of
any notice of default received by Mortgagor under the Mortgaged Lease or sent by
Mortgagor thereunder. If for any reason Mortgagor cannot timely make any payment
under the Mortgaged Lease or perform or comply with any of its obligations under
the Mortgaged Lease, Mortgagor shall notify Mortgagee in sufficient time to
enable Mortgagee (but Mortgagee shall not be obligated) to timely make such
payments and/or to perform or comply with such other obligations. On receipt by
Mortgagee from Mortgagor pursuant to this subsection 3.7(f), or from lessor
under the Mortgaged Lease, of any such notice of default by, or inability to
make any payment by, Mortgagor thereunder, Mortgagee may rely thereon and, after
notice to Mortgagor, take such action as Mortgagee deems necessary or desirable
to cure such default.

                  (g) Mortgagor shall not surrender the leasehold estate created
by the Mortgaged Lease, or terminate or cancel the Mortgaged Lease prior to its
current expiration date, without the prior consent of Mortgagee. Mortgagor shall
not, without the prior written consent of Mortgagee, amend, modify, surrender,
impair, forfeit, cancel or terminate, or permit the amendment, modification,
surrender, impairment, forfeiture, cancellation or termination of, the Mortgaged
Lease in whole or in part, whether or not a default shall have occurred and
shall be continuing under either thereof. Any such termination, cancellation,
modification, change, supplement, alteration, amendment or extension without the
prior written consent contemplated by this subsection 3.7(g) shall be void and
of no force or effect; provided, however, that Mortgagor shall not have any
obligation to renew the Mortgaged Lease, exercise any right, if any, to renew
the Mortgaged Lease or exercise any purchase option, if any, under the Mortgaged
Lease.

                  (h) No release or forbearance of any of Mortgagor's
obligations under the Mortgaged Lease, pursuant to the terms thereof, by
agreement, operation of law or otherwise, shall release Mortgagor from any of
Mortgagor's obligations under this Mortgage, including, without limitation, the
performance of all of the terms, provisions, covenants, conditions and
agreements contained in the Mortgaged Lease to be performed by Mortgagor
thereunder; provided, however, that should the Mortgaged Lease expire in
accordance with the terms thereof, this Section 3.7(h) shall not apply.

                  (i) The leasehold estate of Mortgagor created by the Mortgaged
Lease and the estate of lessor under the Mortgaged Lease shall each at all times
remain separate and apart and retain their separate identities, and no merger of
the leasehold or easement estate of Mortgagor with the estate of Lessor will
result with respect to Mortgagee or with respect to any purchaser acquiring the
Mortgaged Property at any sale on foreclosure of the Lien of this Mortgage
without the written consent of Mortgagee. In the event the Mortgagor shall
acquire a fee interest or other interest in the Mortgaged Property, the
Mortgagor shall execute, acknowledge and deliver all instruments requested by
the Mortgagee to confirm the Lien evidenced hereby upon such fee estate or other
interest

                  (j) Mortgagor covenants and agrees that the Mortgaged Lease
now is and shall at all times while the Secured Obligations remain outstanding
be subject in each and every respect to the terms, conditions and Lien of this
Mortgage to the extent of Mortgagor's leasehold interest in the Mortgaged Lease.
Mortgagor shall execute, acknowledge and deliver any instruments requested by
Mortgagee to confirm the foregoing.


                                      -12-
<PAGE>

                  (k) Except as required by the Mortgaged Lease or as requested
by Mortgagee, Mortgagor shall not subordinate, or consent to the subordination
of, the Mortgaged Lease to any mortgage or other lien encumbering Landlord's
estate in the Owned Land.

                  (l) Mortgagor's obligations under this Mortgage are
independent of and in addition to Mortgagor's obligations under the Mortgaged
Lease. Nothing in this mortgage shall be construed to require Mortgagor or
Mortgagee to take or omit to take any action that would cause a default under
the Mortgaged Lease.

                  (m) Mortgagor shall promptly notify Mortgagee after learning
of the commencement of any bankruptcy, reorganization, insolvency or similar
proceeding affecting Landlord or the occurrence of any event that could, with
the passage of time, constitute such a proceeding. Mortgagor shall also promptly
forward to Mortgagee copies of any documents, notices, summonses and other
documents that Mortgagor receives in connection with Landlord's bankruptcy or
related proceeding.

                                   ARTICLE IV

                         CERTAIN COVENANTS OF MORTGAGOR

            SECTION 4.1. Payment. The Mortgagor shall pay as and when the same
shall become due, whether at its stated maturity, by acceleration or otherwise,
each and every amount payable by the Mortgagor under the Loan Documents.

            SECTION 4.2. Preservation of Existence. The Mortgagor shall preserve
and maintain in full force and effect its qualification to transact business and
good standing in the state in which the Mortgaged Property is located.

            SECTION 4.3. Title. The Mortgagor shall

                  (i) (A) keep in effect all rights and appurtenances to or that
      constitute a part of the Mortgaged Property and (B) protect, preserve and
      defend its interest in the Mortgaged Property and title thereto;

                  (ii) (A) comply with each of the terms, conditions and
      provisions of any obligation of the Mortgagor which is secured by the
      Mortgaged Property or the noncompliance with which may result in the
      imposition of a Lien on the Mortgaged Property, subject to Sections
      6.02(a), (b) and (e) of the Credit Agreement, (B) forever warrant and
      defend to the Mortgagee the Lien and security interests created and
      evidenced hereby and the validity and priority hereof in any action or
      proceeding against the claims of any and all persons whomsoever affecting
      or purporting to affect the Mortgaged Property or any of the rights of the
      Mortgagee hereunder and (C) maintain a valid and enforceable Lien on the
      Mortgaged Property and, to the extent any of the Mortgaged Property shall
      consist of Fixtures, a first priority security interest in the Mortgaged
      Property, which Lien and security interest shall be subject only to
      Permitted Collateral Liens and all Prior Liens; and

                  (iii) immediately upon obtaining knowledge of the pendency of
      any proceedings for the eviction of the Mortgagor from the Mortgaged
      Property or any part thereof by paramount title or otherwise questioning
      the Mortgagor's right, title and interest in, to and under the Mortgaged
      Property as warranted in this Mortgage, or of any condition that could
      give rise to any such proceedings, notify the Mortgagee thereof. The
      Mortgagee may participate in such proceedings

                                            -13-
<PAGE>

      and the Mortgagor will deliver or cause to be delivered to the Mortgagee
      all instruments requested by the Mortgagee to permit such participation.
      In any such proceedings, the Mortgagee may be represented by counsel
      satisfactory to the Mortgagee at the expense of the Mortgagor. If, upon
      the resolution of such proceedings, the Mortgagor shall suffer a loss of
      the Mortgaged Property or any part thereof or interest therein and title
      insurance proceeds shall be payable in connection therewith, such proceeds
      shall be applied as Net Cash Proceeds to the payment of the Secured
      Obligations or otherwise in accordance with the provisions of Section 2.10
      of the Credit Agreement.

            SECTION 4.4. Maintenance and Use of Mortgaged Property; Alterations.

                  (i) Maintenance. The Mortgagor shall cause the representations
      and warranties set forth in Section 3.3 hereof to continue to be true in
      each and every respect except where the failure so to be true would not
      result in a Property Material Adverse Effect.

                  (ii) Maintenance of Premises. The Mortgagor shall not commit
      or suffer any waste on the Premises. The Mortgagor shall, at all times,
      comply with the terms of Section 5.03 of the Credit Agreement with respect
      to the maintenance and repair of the Premises (Mortgagor acknowledges that
      the Mortgaged Property is material to the conduct of its business). The
      Mortgagor shall not remove, demolish or alter the design or structural
      character of any Improvement now or hereafter erected upon all or any
      portion of the Premises, or permit any such removal, demolition or
      alteration, without the prior written consent of the Mortgagee.

                  (iii) Permits. The Mortgagor shall maintain, or cause to be
      maintained, in full force and effect all Permits contemplated by Section
      3.3(i) hereof. Unless and to the extent contested by the Mortgagor in
      accordance with the provisions of Article VIII hereof, the Mortgagor shall
      comply in all material respects with all requirements set forth in the
      Permits and all Requirements of Law applicable to all or any portion of
      the Mortgaged Property or the condition, use or occupancy of all or any
      portion thereof or any recorded deed of restriction, declaration, covenant
      running with the land or otherwise, now or hereafter in force.

                  (iv) Zoning. The Mortgagor shall not initiate, join in or
      consent to any change in the zoning or any other permitted use
      classification of the Premises without the prior written consent of the
      Mortgagee whom shall not be unreasonably withheld.

            SECTION 4.5. Notices Regarding Certain Defaults. The Mortgagor
shall, promptly upon receipt of any written notice regarding (i) any default by
the Mortgagor relating to the Mortgaged Property or any portion thereof or (ii)
the failure to discharge any of the Mortgagor's obligations with respect to the
Mortgaged Property or any portion thereof described herein, furnish a copy of
such notice to the Mortgagee.

            SECTION 4.6. Access to Mortgaged Property, Books and Records; Other
Information. Upon request to the Mortgagor, the Mortgagee, its agents,
accountants and attorneys shall have full and free access to visit and inspect,
the Mortgaged Property during regular business hours in accordance with Section
5.07 of the Credit Agreement.

            SECTION 4.7. Limitation on Liens; Transfer Restrictions. Except for
the Prior Liens, the Permitted Collateral Liens and the Lien of this Mortgage,
the Mortgagor may not, without the prior written consent of the Mortgagee,
further mortgage, encumber, hypothecate, sell, convey or assign all or

                                      -14-
<PAGE>

any part of the Mortgaged Property or suffer or allow any of the foregoing to
occur by operation of law or otherwise.

            SECTION 4.8. Estoppel Certificates. The Mortgagor shall, from time
to time, upon ten days' prior written request of the Mortgagee, execute,
acknowledge and deliver to the Mortgagee an Officers' Certificate stating that
this Mortgage, the Credit Agreement and the other Credit Documents are
unmodified and in full force and effect (or, if there have been modifications,
that this Mortgage, the Credit Agreement or such other Credit Document, as
applicable, is in full force and effect as modified and setting forth such
modifications) and stating the date to which principal and interest have been
paid on the Loans.

            SECTION 4.9. Insurance. The Mortgagor shall obtain and keep in full
force and effect the Insurance Policies required by the Credit Agreement
pursuant to the terms thereof.

            SECTION 4.10. Environmental Matters. Notwithstanding any other
provision in this Mortgage or the Credit Agreement, at any time if Mortgagee has
credible reason to believe that an environmental covenant has been breached or
that the Mortgaged Property has become contaminated, and promptly upon
Mortgagee's request if there has been an Event of Default which has not been
fully and timely cured, or an event that, but for the lapse of time or giving of
notice, or both, would constitute an Event of Default, the Mortgagor shall
permit an environmental consultant whom the Mortgagee in its discretion
designates to perform an environmental assessment or series of environmental
assessments, including, without limitation: reviewing documents; interviewing
knowledgeable persons; and sampling and analyzing soil, air, surface water,
groundwater, and/or other media in or about or affecting the Mortgaged Property.
Such environmental assessment or assessments shall be in form, scope, and
substance satisfactory to the Mortgagee. The Mortgagor shall cooperate fully in
the conduct of such environmental assessments, and shall pay the costs of such
environmental assessments immediately upon written demand by the Mortgagee.
Pursuant to this Section 4.10, the Mortgagee shall have the right, but shall not
have any duty, to request and/or obtain any such environmental assessment.

                                    ARTICLE V

                                     LEASES

            SECTION 5.1. Mortgagor's Affirmative Covenants with Respect to
Leases. With respect to each Lease, the Mortgagor shall:

                  (i) observe and perform in all material respects all the
      obligations imposed upon the Landlord under such Lease;

                  (ii) promptly send copies to the Mortgagee of all notices of
      default which the Mortgagor shall send or receive thereunder; and

                  (iii) enforce all of the material terms, covenants and
      conditions contained in such Lease upon the part of the Tenant thereunder
      to be observed or performed.

            SECTION 5.2. Mortgagor's Negative Covenants with Respect to Leases.
With respect to each Lease, the Mortgagor shall not, without the prior written
consent of the Mortgagee:

                                      -15-
<PAGE>

                  (i) receive or collect, or permit the receipt or collection
      of, any Rent under such Lease more than one month in advance of the
      respective period in respect of which such Rent is to accrue, except:

                        (A)   in connection with the execution and delivery of
                              such Lease (or of any amendment to such Lease),
                              Rent thereunder may be collected and received in
                              advance in an amount not in excess of one month's
                              Rent;

                        (B)   the amount held by Landlord as a reasonable
                              security deposit thereunder; and

                        (C)   any amount received and collected for escalation
                              and other charges in accordance with the terms of
                              such Lease;

                  (ii) assign, transfer or hypothecate (other than to the
      Mortgagee hereunder) any Rent under such Lease whether then due or to
      accrue in the future or the interest of the Mortgagor as Landlord under
      such Lease;

                  (iii) enter into any amendment or modification of such Lease
      if the same would not comply with Section 6.02(g) of the Credit Agreement;

                  (iv) terminate (whether by exercising any contractual right of
      the Mortgagor to recapture leased space or otherwise) or permit the
      termination of such Lease or accept surrender of all or any portion of the
      space demised under such Lease prior to the end of the term thereof or
      accept assignment of such Lease to the Mortgagor unless the same would not
      cause a Property Material Adverse Effect or;

                  (v) waive, excuse, condone or in any manner discharge or
      release any Tenants of or from the obligations of such Tenants under their
      respective Leases or guarantors of Tenants from obligations under any
      guarantees of the Leases except as the same would be done by a Prudent
      Operator with due regard for the security afforded the Mortgagee thereby
      Mortgagor unless the same would not cause a Property Material Adverse
      Effect.

                                   ARTICLE VI

                    CONCERNING ASSIGNMENT OF LEASES AND RENTS

            SECTION 6.1. Present Assignment; License to the Mortgagor. Section
2.2 of this Mortgage constitutes a present, absolute, effective, irrevocable and
complete assignment by Mortgagor to Mortgagee of the Leases and Rents and the
right, subject to applicable law, to collect all sums payable to Mortgagor
thereunder and apply the same as Mortgagee may, in its sole discretion,
determine to be appropriate (including the payment of reasonable costs and
expenses in connection with the maintenance, operation, improvement, insurance,
taxes and upkeep of the Mortgaged Property), which is not conditioned upon
Mortgagee being in possession of the Premises. The Mortgagee hereby grants to
the Mortgagor, however, a license to collect and apply the Rents and to enforce
the obligations of Tenants under the Leases. Immediately upon the occurrence of
and during the continuance of any Event of Default, the license granted in the
immediately preceding sentence shall cease and terminate, with or without any
notice, action or proceeding or the intervention of a receiver appointed by a
court but shall be reinstated if the Event of Default is cured to Mortgagee's
satisfaction.

                                      -16-
<PAGE>

            SECTION 6.2. Collection of Rents by the Mortgagee.

                  (i) Any Rents receivable by the Mortgagee hereunder, after
payment of all proper costs and expenses as Mortgagee may, in its sole
discretion, determine to be appropriate (including the payment of reasonable
costs and expenses in connection with the maintenance, operation, improvement,
insurance, taxes and upkeep of the Mortgaged Property), shall be applied in
accordance with the provisions of Section 10.2 of this Mortgage. The Mortgagee
shall be accountable to the Mortgagor only for Rents actually received by the
Mortgagee. The collection of such Rents and the application thereof shall not
cure or waive any Event of Default or waive, modify or affect notice of Event of
Default or invalidate any act done pursuant to such notice.

                  (ii) The Mortgagor hereby irrevocably authorizes and directs
Tenant under each Lease to rely upon and comply with any and all notices or
demands from the Mortgagee for payment of Rents to the Mortgagee and the
Mortgagor shall have no claim against Tenant for Rents paid by Tenant to the
Mortgagee pursuant to such notice or demand.

            SECTION 6.3. No Release. Neither this Mortgage nor any action or
inaction on the part of the Mortgagee shall release Tenant under any Lease, any
guarantor of any Lease or the Mortgagor from any of their respective obligations
under such Leases or constitute an assumption of any such obligation on the part
of the Mortgagee. No action or failure to act on the part of the Mortgagor shall
adversely affect or limit the rights of the Mortgagee under this Mortgage or,
through this Mortgage, under such Leases. Nothing contained herein shall operate
or be construed to (i) obligate the Mortgagee to perform any of the terms,
covenants or conditions contained in any Lease or otherwise to impose any
obligation upon the Mortgagee with respect to such Lease (including, without
limitation, any obligation arising out of any covenant of quiet enjoyment
contained in such Lease in the event that Tenant under such Lease shall have
been joined as a party defendant in any action by which the estate of such
Tenant shall be terminated) or (ii) place upon the Mortgagee any responsibility
for the operation, control, care, management or repair of the Premises.

            SECTION 6.4. Irrevocable Interest. All rights, powers and privileges
of the Mortgagee herein set forth are coupled with an interest and are
irrevocable, subject to the terms and conditions hereof, and the Mortgagor shall
not take any action under the Leases or otherwise which is inconsistent with
this Mortgage or any of the terms hereof and any such action inconsistent
herewith or therewith shall be void.

            SECTION 6.5. Amendment to Leases. Each Lease, including, without
limitation, all amendments, modifications, supplements, replacements, extensions
and renewals thereof, shall continue to be subject to the provisions hereof
without the necessity of any further act by any of the parties hereto.

                                   ARTICLE VII

                        TAXES AND CERTAIN STATUTORY LIENS

            SECTION 7.1. Payment of Charges. Unless and to the extent contested
by the Mortgagor in accordance with the provisions of Section 6.02 of the Credit
Agreement, the Mortgagor shall pay and discharge, or cause to be paid and
discharged, from time to time prior to same becoming delinquent, all Charges.
The Mortgagor shall, upon the Mortgagee's request, deliver to the Mortgagee
receipts evidencing the payment of all such Charges.

                                      -17-
<PAGE>

            SECTION 7.2. Escrow of Taxes. From and after the occurrence of an
Event of Default, at the option and upon the request of the Mortgagee, the
Mortgagor shall deposit with the Mortgagee in an account maintained by the
Mortgagee (the "TAX ESCROW FUND"), on the first day of each month, an amount
estimated by the Mortgagee to be equal to one-twelfth of the annual real
property taxes and other annual Charges required to be discharged by the
Mortgagor under Section 7.1 hereof, provided that Mortgagor is required to pay
any such Charges under the terms of the Mortgaged Lease and Mortgagor has not
thereto for deposited the same with the Landlord thereunder. Such amounts shall
be held by the Mortgagee with interest to the Mortgagor and applied to the
payment of the obligations in respect of which such amounts were deposited, in
such priority as the Mortgagee shall determine, on or before the respective
dates on which such obligations or any part thereof would become delinquent.
Nothing contained in this Article VII shall (i) affect any right or remedy of
the Mortgagee under any provision hereof or of any statute or rule of law to pay
any such amount as provided above from its own funds and to add the amount so
paid, together with interest at the default rate during such time that any
amount remains outstanding, to the Secured Obligations or (ii) relieve the
Mortgagor of its obligations (to the extent it has obligations under the
Mortgaged Lease or hereunder) to make or provide for the payment of the annual
real property taxes and other annual Charges required to be discharged by the
Mortgagor under Section 7.1 hereof, or (iii) require Mortgagor to deposit with
Mortgagee any amount contemplated in this Section 7.2 if and so long as deposits
in respect thereof are made by Mortgagor to Landlord under this Mortgaged
Lease..

            SECTION 7.3. Certain Statutory Liens. Unless and to the extent
contested by the Mortgagor in accordance with the provisions of Section 6.02 (a)
and (b) of the Credit Agreement, the Mortgagor shall timely pay, or cause to be
paid, all lawful claims and demands of mechanics, materialmen, laborers,
government agencies administering worker's compensation insurance, old age
pensions and social security benefits and all other claims, judgments, demands
or amounts of any nature which, if unpaid, might result in, or permit the
creation of, a Lien on the Mortgaged Property or any part thereof (including
without limitation liens arising under or relating to Environmental Laws), or
which might result in forfeiture of all or any part of the Mortgaged Property.

            SECTION 7.4. Stamp and Other Taxes. Unless and to the extent
contested by the Mortgagor in accordance with the provisions of Article VIII
hereof, the Mortgagor shall pay any United States documentary stamp taxes, with
interest and fines and penalties, and any mortgage recording taxes, with
interest and fines and penalties, that may hereafter be levied, imposed or
assessed under or upon or by reason hereof or the Secured Obligations or any
instrument or transaction affecting or relating to either thereof and in default
thereof the Mortgagee may advance the same and the amount so advanced shall be
payable by the Mortgagor to the Mortgagee in accordance with the provisions of
Section 10.03 of the Credit Agreement.

            SECTION 7.5. Certain Tax Law Changes. In the event of the passage
after the date hereof of any law deducting from the value of real property, for
the purpose of taxation, amounts in respect of any Lien thereon or changing in
any way the laws for the taxation of mortgages or debts secured by mortgages for
state or local purposes or the manner of the collection of any Charges, and
imposing any Charges, either directly or indirectly, on this Mortgage or any
other Loan Document, the Mortgagor shall promptly pay to the Mortgagee such
amount or amounts as may be necessary from time to time to pay any such Charges.

            SECTION 7.6. Proceeds of Tax Claim. In the event that the proceeds
of any tax claim are paid after the Mortgagee has exercised its right to
foreclose the Lien hereof, such proceeds shall be paid to the Mortgagee to
satisfy any deficiency remaining after such foreclosure. The Mortgagee shall

                                      -18-
<PAGE>

retain its interest in the proceeds of any tax claim during any redemption
period. The amount of any such proceeds in excess of any deficiency claim of the
Mortgagee shall promptly be released to the Mortgagor.

                                  ARTICLE VIII

                             CONTESTING OF PAYMENTS

            SECTION 8.1. Contesting of Taxes and Certain Statutory Liens. The
Mortgagor may at its own expense contest in good faith by appropriate
proceedings the validity, amount or applicability of any Charges as provided in
Section 6.02 (a), (b) and (e) of the Credit Agreement.

                                   ARTICLE IX

                    DESTRUCTION, CONDEMNATION AND RESTORATION

            SECTION 9.1. Destruction, Condemnation and Restoration. If there
shall occur any Destruction, the Mortgagor shall promptly send to the Mortgagee
a written notice setting forth the nature and extent of such Destruction. The
proceeds of any insurance payable in respect of such Destruction are hereby
assigned and shall be paid to the Mortgagee. All Net Insurance such proceeds
shall constitute Net Cash Proceeds under the Credit Agreement and shall be
applied in accordance with the provisions of Section 2.10 of the Credit
Agreement.

            SECTION 9.2. Condemnation. If there shall occur any Taking or the
commencement of any proceeding therefore, the Mortgagor shall immediately notify
the Mortgagee upon receiving notice of such Taking or commencement of
proceedings therefor. The Mortgagee may, at its option, participate in any
proceedings or negotiations which might result in any Taking, and the Mortgagor
shall deliver or cause to be delivered to the Mortgagee all instruments
requested by it to permit such participation. The Mortgagee may be represented
by counsel satisfactory to it at the expense of the Mortgagor in connection with
any such participation. The Mortgagor shall pay all reasonable fees, costs and
expenses incurred by the Mortgagee in connection with any Taking and in seeking
and obtaining any award or payment on account thereof. Any proceeds, award or
payment in respect of any Taking are herby assigned and shall be paid to the
Mortgagee. The Mortgagor shall take all steps necessary to notify the condemning
authority of such assignment. All such proceeds shall constitute Net Cash
Proceeds under the Credit Agreement and shall be applied in accordance with the
provisions of Section 2.10 of the Credit Agreement.

            SECTION 9.3. Restoration. In the event the Mortgagor is permitted or
required to perform any Restoration in accordance with the provisions of Section
2.10 of the Credit Agreement, the proceeds of any award payable in respect of a
Destruction or a Taking shall constitute Net Cash Proceeds and the Mortgagee
shall release such Proceeds to the Mortgagor in compliance with the applicable
provisions of Section 2.10 of the Credit Agreement, and the Mortgagor shall
complete the restoration in accordance with provisions of Section 2.10 of the
Credit Agreement. In the event there shall be any surplus after the application
of such proceeds to the Restoration of the Improvements, such surplus should be
applied as Net Cash Proceeds in accordance with Section 2.10(f)(ii) of the
Credit Agreement.

                                      -19-
<PAGE>

                                    ARTICLE X

                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 10.1. Events of Default. It shall be an Event of Default
hereunder if there shall have occurred and be continuing an Event of Default
under the Credit Agreement.

         SECTION 10.2. Remedies in Case of an Event of Default. If any Event of
Default shall have occurred and be continuing, the Mortgagee may at its option,
in addition to any other action permitted under this Mortgage or the Credit
Agreement or by law, statute or in equity, take one or more of the following
actions to the greatest extent permitted by local law:

            (i)   by written notice to the Mortgagor, declare the entire unpaid
      amount of the Secured Obligations to be due and payable immediately;

            (ii) personally, or by its agents or attorneys, (A) enter into and
      upon and take possession of all or any part of the Premises together with
      the books, records and accounts of the Mortgagor relating thereto and,
      exclude the Mortgagor, its agents and servants wholly therefrom, (B) use,
      operate, manage and control the Premises and conduct the business thereof,
      (C) maintain and restore the Premises, (D) make all necessary or proper
      repairs, renewals and replacements and such useful Alterations thereto and
      thereon as the Mortgagee may deem advisable, (E) manage, lease and operate
      the Premises and carry on the business thereof and exercise all rights and
      powers of the Mortgagor with respect thereto either in the name of the
      Mortgagor or otherwise or (F) collect and receive all Rents. The Mortgagee
      shall be under no liability for or by reason of any such taking of
      possession, entry, removal or holding, operation or management except that
      any amounts so received by the Mortgagee shall be applied in accordance
      with the provisions of Section 8.03 of the Credit Agreement.

            (iii) with or without entry, personally or by its agents or
      attorneys, (A) sell the Mortgaged Property and all estate, right, title
      and interest, claim and demand therein at one or more sales in one or more
      parcels, in accordance with the provisions of Section 10.3 or (B)
      institute and prosecute proceedings for the complete or partial
      foreclosure of the Lien and security interests created and evidenced
      hereby; or

            (iv) take such steps to protect and enforce its rights whether by
      action, suit or proceeding at law or in equity for the specific
      performance of any covenant, condition or agreement in the Credit
      Agreement and the other Loan Documents, or in aid of the execution of any
      power granted in this Mortgage, or for any foreclosure hereunder, or for
      the enforcement of any other appropriate legal or equitable remedy or
      otherwise as the Mortgagee shall elect.

         SECTION 10.3. Sale of Mortgaged Property if Event of Default Occurs;
Proceeds of Sale.

            (i) If any Event of Default shall have occurred and be continuing,
the Mortgagee may institute an action to foreclose this Mortgage or take such
other action as may be permitted and available to the Mortgagee at law or in
equity for the enforcement of the Credit Agreement and realization on the
Mortgaged Property and proceeds thereon through power of sale (if then available
under applicable law) or to final judgment and execution thereof for the Secured
Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged
Property at one or more sales, as an entirety or in parcels, at such time and
place, upon such terms and after such notice thereof as may be required or
permitted by law or statute or in equity. The Mortgagee may execute and deliver
to the purchaser at such sale a conveyance of the

                                      -20-
<PAGE>

Mortgaged Property in fee simple and an assignment or conveyance of all the
Mortgagor's Interest in the Leases and the Mortgaged Property, each of which
conveyances and assignments shall contain recitals as to the Event of Default
upon which the execution of the power of sale herein granted depends, and the
Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful
attorney in fact of the Mortgagor to make any such recitals, sale, assignment
and conveyance, and all of the acts of the Mortgagee as such attorney in fact
are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall
be binding and conclusive upon the Mortgagor and that any assignment or
conveyance to be made by the Mortgagee shall divest the Mortgagor of all right,
title, interest, equity and right of redemption, including any statutory
redemption, in and to the Mortgaged Property. The power and agency hereby
granted are coupled with an interest and are irrevocable by death or
dissolution, or otherwise, and are in addition to any and all other remedies
which the Mortgagee may have hereunder, at law or in equity. So long as the
Secured Obligations, or any part thereof, remain unpaid, the Mortgagor agrees
that possession of the Mortgaged Property by the Mortgagor, or any person
claiming under the Mortgagor, shall be as tenant, and, in case of a sale under
power or upon foreclosure as provided in this Mortgage, the Mortgagor and any
person in possession under the Mortgagor, as to whose interest such sale was not
made subject, shall, at the option of the purchaser at such sale, then become
and be tenants holding over, and shall forthwith deliver possession to such
purchaser, or be summarily dispossessed in accordance with the laws applicable
to tenants holding over. In case of any sale under this Mortgage by virtue of
the exercise of the powers herein granted, or pursuant to any order in any
judicial proceeding or otherwise, the Mortgaged Property may be sold as an
entirety or in separate parcels in such manner or order as the Mortgagee in its
sole discretion may elect. One or more exercises of powers herein granted shall
not extinguish or exhaust such powers, until the entire Mortgaged Property is
sold or all amounts secured hereby are paid in full.

            (ii) In the event of any sale made under or by virtue of this
Article X, the entire principal of, and interest in respect of the Secured
Obligations, if not previously due and payable, shall, at the option of the
Mortgagee, immediately become due and payable, anything in this Mortgage to the
contrary notwithstanding.

            (iii) The proceeds of any sale made under or by virtue of this
Article X, together with any other sums which then may be held by the Mortgagee
under this Mortgage, whether under the provisions of this Article X or
otherwise, shall be applied in accordance with the provisions of Section 8.03 of
the Credit Agreement.

            (iv) The Mortgagee (on behalf of any Secured Party or on its own
behalf) or any Lender or any of their respective Affiliates may bid for and
acquire the Mortgaged Property or any part thereof at any sale made under or by
virtue of this Article X and, in lieu of paying cash therefor, may make
settlement for the purchase price by crediting against the purchase price the
unpaid amounts (whether or not then due) owing to the Mortgagee, or such Lender
in respect of the Secured Obligations, after deducting from the sales price the
expense of the sale and the reasonable costs of the action or proceedings and
any other sums that the Mortgagee or such Lender is authorized to deduct under
this Mortgage.

            (v) The Mortgagee may adjourn from time to time any sale by it to be
made under or by virtue hereof by announcement at the time and place appointed
for such sale or for such adjourned sale or sales, and, the Mortgagee, without
further notice or publication, may make such sale at the time and place to which
the same shall be so adjourned.

            (vi) If the Premises is comprised of more than one parcel of land,
the Mortgagee may take any of the actions authorized by this Section 10.3 in
respect of any or a number of individual parcels.

                                      -21-
<PAGE>

         SECTION 10.4. Additional Remedies in Case of an Event of Default.

            (i) The Mortgagee shall be entitled to recover judgment as aforesaid
either before, after or during the pendency of any proceedings for the
enforcement of the provisions hereof, and the right of the Mortgagee to recover
such judgment shall not be affected by any entry or sale hereunder, or by the
exercise of any other right, power or remedy for the enforcement of the
provisions hereof, or the foreclosure of, or absolute conveyance pursuant to,
this Mortgage. In case of proceedings against the Mortgagor in insolvency or
bankruptcy or any proceedings for its reorganization or involving the
liquidation of its assets, the Mortgagee shall be entitled to prove the whole
amount of principal and interest and other payments, charges and costs due in
respect of the Secured Obligations to the full amount thereof without deducting
therefrom any proceeds obtained from the sale of the whole or any part of the
Mortgaged Property; provided, however, that in no case shall the Mortgagee
receive a greater amount than the aggregate of such principal, interest and such
other payments, charges and costs (with interest at the default rate) from the
proceeds of the sale of the Mortgaged Property and the distribution from the
estate of the Mortgagor.

            (ii) Any recovery of any judgment by the Mortgagee and any levy of
any execution under any judgment upon the Mortgaged Property shall not affect in
any manner or to any extent the Lien and security interests created and
evidenced hereby upon the Mortgaged Property or any part thereof, or any
conveyances, powers, rights and remedies of the Mortgagee hereunder, but such
conveyances, powers, rights and remedies shall continue unimpaired as before.

            (iii) Any monies collected by the Mortgagee under this Section 10.4
shall be applied in accordance with the provisions of Section 10.3(iii).

         SECTION 10.5. Legal Proceedings After an Event of Default.

            (i) After the occurrence of any Event of Default and immediately
upon the commencement of any action, suit or legal proceedings to obtain
judgment for the Secured Obligations or any part thereof, or of any proceedings
to foreclose the Lien and security interest created and evidenced hereby or
otherwise enforce the provisions hereof or of any other proceedings in aid of
the enforcement hereof, the Mortgagor shall enter its voluntary appearance in
such action, suit or proceeding.

            (ii) Upon the occurrence and during the continuance of an Event of
Default, the Mortgagee shall be entitled forthwith as a matter of right,
concurrently or independently of any other right or remedy hereunder either
before or after declaring the Secured Obligations or any part thereof to be due
and payable, to the appointment of a receiver without giving notice to any party
and without regard to the adequacy or inadequacy of any security for the Secured
Obligations or the solvency or insolvency of any person or entity then legally
or equitably liable for the Secured Obligations or any portion thereof. The
Mortgagor hereby consents to the appointment of such receiver. Notwithstanding
the appointment of any receiver, the Mortgagee shall be entitled as pledgee to
the possession and control of any cash, deposits or instruments at the time held
by or payable or deliverable under the terms of the Credit Agreement to the
Mortgagee.

            (iii) The Mortgagor shall not (A) at any time insist upon, or plead,
or in any manner whatsoever claim or take any benefit or advantage of any stay
or extension or moratorium law, any exemption from execution or sale of the
Mortgaged Property or any part thereof, wherever enacted, now or at any time
hereafter in force, which may affect the covenants and terms of performance
hereof, (B) claim, take or insist on any benefit or advantage of any law now or
hereafter in force providing for the valuation or appraisal of the Mortgaged
Property, or any part thereof, prior to any sale or sales of the

                                      -22-
<PAGE>

Mortgaged Property which may be made pursuant to this Mortgage, or pursuant to
any decree, judgment or order of any court of competent jurisdiction or (C)
after any such sale or sales, claim or exercise any right under any statute
heretofore or hereafter enacted to redeem the property so sold or any part
thereof. To the extent permitted by applicable law, the Mortgagor hereby
expressly (A) waives all benefit or advantage of any such law or laws,
including, without limitation, any statute of limitations applicable to this
Mortgage, (B) waives any and all rights to trial by jury in any action or
proceeding related to the enforcement hereof, (C) waives any objection which it
may now or hereafter have to the laying of venue of any action, suit or
proceeding brought in connection with this Mortgage and further waives and
agrees not to plead that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum and (D) covenants not to hinder,
delay or impede the execution of any power granted or delegated to the Mortgagee
by this Mortgage but to suffer and permit the execution of every such power as
though no such law or laws had been made or enacted. The Mortgagee shall not be
liable for any incorrect or improper payment made pursuant to this Article X in
the absence of gross negligence or willful misconduct.

         SECTION 10.6. Remedies Not Exclusive. No remedy conferred upon or
reserved to the Mortgagee by this Mortgage is intended to be exclusive of any
other remedy or remedies, and each and every such remedy shall be cumulative and
shall be in addition to every other remedy given under this Mortgage or now or
hereafter existing at law or in equity. Any delay or omission of the Mortgagee
to exercise any right or power accruing on any Event of Default shall not impair
any such right or power and shall not be construed to be a waiver of or
acquiescence in any such Event of Default. Every power and remedy given by this
Mortgage may be exercised from time to time concurrently or independently, when
and as often as may be deemed expedient by the Mortgagee in such order and
manner as the Mortgagee, in its sole discretion, may elect. If the Mortgagee
accepts any monies required to be paid by the Mortgagor under this Mortgage
after the same become due, such acceptance shall not constitute a waiver of the
right either to require prompt payment, when due, of all other sums secured by
this Mortgage or to declare an Event of Default with regard to subsequent
defaults. If the Mortgagee accepts any monies required to be paid by the
Mortgagor under this Mortgage in an amount less than the sum then due, such
acceptance shall be deemed an acceptance on account only and on the condition
that it shall not constitute a waiver of the obligation of the Mortgagor to pay
the entire sum then due, and the Mortgagor's failure to pay the entire sum then
due shall be and continue to be a default hereunder notwithstanding acceptance
of such amount on account.

                                   ARTICLE XI

                      SECURITY AGREEMENT AND FIXTURE FILING

         SECTION 11.1. Security Agreement. To the extent that the Mortgaged
Property includes personal property or items of personal property which are or
are to become fixtures under applicable law, this Mortgage shall also be
construed as a security agreement under the UCC; and, upon and during the
continuance of an Event of Default, the Mortgagee shall be entitled with respect
to such personal property to exercise all remedies hereunder, all remedies
available under the UCC with respect to fixtures and all other remedies
available under applicable law. Without limiting the foregoing, such personal
property may, at the Mortgagee's option, (i) be sold hereunder together with any
sale of any portion of the Mortgaged Property or otherwise, (ii) be sold
pursuant to the UCC, or (iii) be dealt with by the Mortgagee in any other manner
permitted under applicable law. The Mortgagee may require the Mortgagor to
assemble such personal property and make it available to the Mortgagee at a
place to be designated by the Mortgagee. The Mortgagor acknowledges and agrees
that a disposition of the personal property in accordance with the Mortgagee's
rights and remedies in respect to the Mortgaged Property as heretofore

                                      -23-
<PAGE>

provided is a commercially reasonable disposition thereof; provided, however,
that the Mortgagee shall give the Mortgagor not less than ten days' prior notice
of the time and place of any intended disposition.

         SECTION 11.2. Fixture Filing. To the extent that the Mortgaged Property
includes items of personal property which are or are to become fixtures under
applicable law, and to the extent permitted under applicable law, the filing
hereof in the real estate records of the county in which such Mortgaged Property
is located shall also operate from the time of filing as a fixture filing with
respect to such Mortgaged Property, and the following information is applicable
for the purpose of such fixture filing, to wit:

  NAME AND ADDRESS OF THE DEBTOR:      NAME AND ADDRESS OF THE SECURED PARTY:

  The Mortgagor having the address     The Mortgagee having the address
  described in the Preamble hereof.    described in the Preamble hereof.

  THIS FINANCING STATEMENT COVERS THE FOLLOWING TYPES OR ITEMS OF PROPERTY:

  The Mortgaged Property.

  This instrument covers goods or items of personal property which are or
  are to become fixtures upon the property.

  The name of the record owner of the Property on which such fixtures are
  or are to be located is the Mortgagor.

In addition, Mortgagor authorizes the Mortgagee to file appropriate financing
and continuation statements under the UCC in effect in the jurisdiction in which
the Mortgaged Property is located as may be required by law in order to
establish, preserve and protect the liens and security interests intended to be
granted to the Mortgagee pursuant to this Mortgage in the Mortgaged Property.

                                   ARTICLE XII

                               FURTHER ASSURANCES

         SECTION 12.1. Recording Documentation To Assure Security. The Mortgagor
shall, forthwith after the execution and delivery hereof and thereafter, from
time to time, cause this Mortgage and any financing statement, continuation
statement or similar instrument relating to any thereof or to any property
intended to be subject to the Lien hereof to be filed, registered and recorded
in such manner and in such places as may be required by any present or future
law in order to publish notice of and fully to protect the validity and priority
thereof or the Lien hereof purported to be created upon the Mortgaged Property
and the interest and rights of the Mortgagee therein. The Mortgagor shall pay or
cause to be paid all taxes and fees incident to such filing, registration and
recording, and all expenses incident to the preparation, execution and
acknowledgment thereof, and of any instrument of further assurance, and all
Federal or state stamp taxes or other taxes, duties and charges arising out of
or in connection with the execution and delivery of such instruments.

         SECTION 12.2. Further Acts. The Mortgagor shall, at the sole cost and
expense of the Mortgagor, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, mortgages, assignments, notices of
assignment, transfers, financing statements, continuation statements,
instruments and assurances as the Mortgagee shall from time to time request,
which may be reasonably

                                      -24-
<PAGE>

necessary in the judgment of the Mortgagee from time to time to assure, perfect,
fconvey, assign, mortgage, transfer and confirm unto the Mortgagee, the property
and rights hereby conveyed or assigned or which the Mortgagor may be or may
hereafter become bound to convey or assign to the Mortgagee or for carrying out
the intention or facilitating the performance of the terms hereof or the filing,
registering or recording hereof. Without limiting the generality of the
foregoing, in the event that the Mortgagee desires to exercise any remedies,
consensual rights or attorney-in-fact powers set forth in this Mortgage and
determines it necessary to obtain any approvals or consents of any Governmental
Authority or any other person therefor, then, upon the reasonable request of the
Mortgagee, the Mortgagor agrees to use its best efforts to assist and aid the
Mortgagee to obtain as soon as practicable any necessary approvals or consents
for the exercise of any such remedies, rights and powers. In the event the
Mortgagor shall fail after demand to execute any instrument or take any action
required to be executed or taken by the Mortgagor under this Section 12.2, the
Mortgagee may execute or take the same as the attorney-in-fact for the
Mortgagor, such power of attorney being coupled with an interest and is
irrevocable.

         SECTION 12.3. Additional Security. Without notice to or consent of the
Mortgagor and without impairment of the Lien and rights created by this
Mortgage, the Mortgagee may accept (but the Mortgagor shall not be obligated to
furnish) from the Mortgagor or from any other person, additional security for
the Secured Obligations. Neither the giving hereof nor the acceptance of any
such additional security shall prevent the Mortgagee from resorting, first, to
such additional security, and, second, to the security created by this Mortgage
without affecting the Mortgagee's Lien and rights under this Mortgage.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         SECTION 13.1. Covenants To Run with the Land. All of the grants,
covenants, terms, provisions and conditions in this Mortgage shall run with the
Land and shall apply to, and bind the successors and assigns of, the Mortgagor.
If there shall be more than one mortgagor with respect to the Mortgaged
Property, the covenants and warranties hereof shall be joint and several.

         SECTION 13.2. No Merger. The rights and estate created by this Mortgage
shall not, under any circumstances, be held to have merged into any other estate
or interest now owned or hereafter acquired by the Mortgagee unless the
Mortgagee shall have consented to such merger in writing.

         SECTION 13.3. Concerning Mortgagee.

            (i) The Mortgagee has been appointed as Collateral Agent pursuant to
the Credit Agreement. The actions of the Mortgagee hereunder are subject to the
provisions of the Credit Agreement. The Mortgagee shall have the right hereunder
to make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking action (including, without
limitation, the release or substitution of the Mortgaged Property), in
accordance with this Mortgage and the Credit Agreement. The Mortgagee may employ
agents and attorneys-in-fact in connection herewith and shall not be liable for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it in good faith. The Mortgagee may resign and a successor Mortgagee may be
appointed in the manner provided in the Credit Agreement. Upon the acceptance of
any appointment as the Mortgagee by a successor Mortgagee, that successor
Mortgagee shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Mortgagee under this Mortgage, and
the retiring Mortgagee shall thereupon be discharged from its duties and
obligations under this Mortgage. After any retiring Mortgagee's resignation, the
provisions hereof shall inure to its benefit as to any actions taken or omitted
to be taken by it under this Mortgage while it was the Mortgagee.

                                      -25-
<PAGE>

            (ii) The Mortgagee shall be deemed to have exercised reasonable care
in the custody and preservation of the Mortgaged Property in its possession if
such Mortgaged Property is accorded treatment substantially equivalent to that
which the Mortgagee, in its individual capacity, accords its own property
consisting of similar instruments or interests, it being understood that neither
the Mortgagee nor any of the Secured Parties shall have responsibility for
taking any necessary steps to preserve rights against any person with respect to
any Mortgaged Property.

            (iii) The Mortgagee shall be entitled to rely upon any written
notice, statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper person, and, with respect to all matters pertaining to this
Mortgage and its duties hereunder, upon advice of counsel selected by it.

            (iv) With respect to any of its rights and obligations as a Lender,
the Mortgagee shall have and may exercise the same rights and powers hereunder.
The term "Lenders," "Lender" or any similar terms shall, unless the context
clearly otherwise indicates, include the Mortgagee in its individual capacity as
a Lender. The Mortgagee may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with the Mortgagor or any
Affiliate of the Mortgagor to the same extent as if the Mortgagee were not
acting as Collateral Agent.

            (v) If any portion of the Mortgaged Property also constitutes
collateral granted to the Mortgagee under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any
conflict between the provisions hereof and the provisions of such other deed of
trust, mortgage, security agreement, pledge or instrument of any type in respect
of such collateral, the Mortgagee, in its sole discretion, shall select which
provision or provisions shall control.

         SECTION 13.4. Mortgagee May Perform; Mortgagee Appointed
Attorney-in-Fact. If the Mortgagor shall fail to perform any covenants contained
in this Mortgage (including, without limitation, the Mortgagor's covenants to
(i) pay the premiums in respect of all required insurance policies hereunder or
under the Credit Agreement, (ii) pay Charges, (iii) make repairs, (iv) discharge
Liens or (v) pay or perform any obligations of the Mortgagor under any Mortgaged
Property) or if any warranty on the part of the Mortgagor contained herein shall
be breached, the Mortgagee may (but shall not be obligated to), after notice to
Mortgagor, do the same or cause it to be done or remedy any such breach, and may
expend funds for such purpose; provided, however, that the Mortgagee shall in no
event be bound to inquire into the validity of any tax, lien, imposition or
other obligation which the Mortgagor fails to pay or perform as and when
required hereby and which the Mortgagor does not contest in accordance with the
provisions of Article VIII hereof. Any and all amounts so expended by the
Mortgagee shall be paid by the Mortgagor in accordance with the provisions of
Section 10.03 of the Credit Agreement. Neither the provisions of this Section
13.4 nor any action taken by the Mortgagee pursuant to the provisions of this
Section 13.4 shall prevent any such failure to observe any covenant contained in
this Mortgage nor any breach of warranty from constituting an Event of Default.
The Mortgagor hereby appoints the Mortgagee its attorney-in-fact, with full
authority in the place and stead of the Mortgagor and in the name of the
Mortgagor, or otherwise, from time to time in the Mortgagee's discretion to take
any action and to execute any instrument consistent with the terms hereof and
the other Loan Documents which the Mortgagee may deem necessary or advisable to
accomplish the purposes hereof. The foregoing grant of authority is a power of
attorney coupled with an interest and such appointment shall be irrevocable for
the term hereof. The Mortgagor hereby ratifies all that such attorney shall
lawfully do or cause to be done by virtue hereof.

         SECTION 13.5. Continuing Security Interest; Assignment. This Mortgage
shall create a continuing Lien on and security interest in the Mortgaged
Property and shall (i) be binding upon the

                                      -26-
<PAGE>

Mortgagor, its successors and assigns and (ii) inure, together with the rights
and remedies of the Mortgagee hereunder, to the benefit of the Mortgagee for the
benefit of the Secured Parties and each of their respective successors,
transferees and assigns. No other persons (including, without limitation, any
other creditor of any Loan Party) shall have any interest herein or any right or
benefit with respect hereto. Without limiting the generality of the foregoing
clause (ii), any Lender may assign or otherwise transfer any indebtedness held
by it secured by this Mortgage to any other person, and such other person shall
thereupon become vested with all the benefits in respect thereof granted to such
Lender, herein or otherwise, subject, however, to the provisions of the Credit
Agreement.

         SECTION 13.6. Termination; Release. When all the Secured Obligations
have been paid in full and the Commitments of the Lenders to make any Loan or to
issue any Letter of Credit under the Credit Agreement shall have expired or been
sooner terminated, this Mortgage shall terminate. Upon termination hereof or any
release of the Mortgaged Property or any portion thereof in accordance with the
provisions of the Credit Agreement, the Mortgagee shall, upon the request and at
the sole cost and expense of the Mortgagor, forthwith assign, transfer and
deliver to the Mortgagor, against receipt and without recourse to or warranty by
the Mortgagee, such of the Mortgaged Property to be released (in the case of a
release) as may be in possession of the Mortgagee and as shall not have been
sold or otherwise applied pursuant to the terms hereof, and, with respect to any
other Mortgaged Property, proper documents and instruments (including UCC-3
termination statements or releases) acknowledging the termination hereof or the
release of such Mortgaged Property, as the case may be.

         SECTION 13.7. Modification in Writing. No amendment, modification,
supplement, termination or waiver of or to any provision hereof, nor consent to
any departure by the Mortgagor therefrom, shall be effective unless the same
shall be done in accordance with the terms of the Credit Agreement and unless in
writing and signed by the Mortgagee. Any amendment, modification or supplement
of or to any provision hereof, any waiver of any provision hereof and any
consent to any departure by the Mortgagor from the terms of any provision hereof
shall be effective only in the specific instance and for the specific purpose
for which made or given. Except where notice is specifically required by this
Mortgage or any other Loan Document, no notice to or demand on the Mortgagor in
any case shall entitle the Mortgagor to any other or further notice or demand in
similar or other circumstances.

         SECTION 13.8. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted
to be given shall be given in the manner and become effective as set forth in
the Credit Agreement, if to the Mortgagor or the Mortgagee, addressed to it at
the address set forth in the Credit Agreement, or in each case at such other
address as shall be designated by such party in a written notice to the other
party complying as to delivery with the terms of this Section 13.8.

         SECTION 13.9. GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
THIS MORTGAGE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR ITEM OR TYPE OF MORTGAGED PROPERTY ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. MORTGAGOR AGREES
THAT SERVICE OF PROCESS IN ANY PROCEEDING MAY BE EFFECTED BY MAILING A COPY
THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF
MAIL), POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET FORTH IN THE CREDIT
AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE MORTGAGEE SHALL HAVE BEEN
NOTIFIED PURSUANT

                                      -27-
<PAGE>

THERETO. IF ANY AGENT APPOINTED BY MORTGAGOR REFUSES TO ACCEPT SERVICE,
MORTGAGOR HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT
NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF MORTGAGEE TO BRING
PROCEEDINGS AGAINST MORTGAGOR IN THE COURTS OF ANY OTHER JURISDICTION. THE
MORTGAGOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS MORTGAGE OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

         SECTION 13.10. Severability of Provisions. Any provision hereof which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 13.11. Limitation on Interest Payable. It is the intention of
the parties to conform strictly to the usury laws, whether state or Federal,
that are applicable to the transaction of which this Mortgage is a part. All
agreements between the Mortgagor and the Mortgagee whether now existing or
hereafter arising and whether oral or written, are hereby expressly limited so
that in no contingency or event whatsoever shall the amount paid or agreed to be
paid by the Mortgagor for the use, forbearance or detention of the money to be
loaned under the Credit Agreement or any other Loan Document, or for the payment
or performance of any covenant or obligation contained herein or in the Credit
Agreement or any other Loan Document, exceed the maximum amount permissible
under applicable Federal or state usury laws. If under any circumstances
whatsoever fulfillment of any such provision, at the time performance of such
provision shall be due, shall involve exceeding the limit of validity prescribed
by law, then the obligation to be fulfilled shall be reduced to the limit of
such validity. If under any circumstances the Mortgagor shall have paid an
amount deemed interest by applicable law, which would exceed the highest lawful
rate, such amount that would be excessive interest under applicable usury laws
shall be applied to the reduction of the principal amount owing in respect of
the Secured Obligations and not to the payment of interest, or if such excessive
interest exceeds the unpaid balance of principal and any other amounts due
hereunder, the excess shall be refunded to the Mortgagor. All sums paid or
agreed to be paid for the use, forbearance or detention of the principal under
any extension of credit by the Mortgagee shall, to the extent permitted by
applicable law, and to the extent necessary to preclude exceeding the limit of
validity prescribed by law, be amortized, prorated, allocated and spread from
the date hereof until payment in full of the Secured Obligations so that the
actual rate of interest on account of such principal amounts is uniform
throughout the term hereof.

         SECTION 13.12. Business Days. In the event any time period or any date
provided in this Mortgage ends or falls on a day other than a Business Day, then
such time period shall be deemed to end and such date shall be deemed to fall on
the next succeeding Business Day, and performance herein may be made on such
Business Day, with the same force and effect as if made on such other day.

         SECTION 13.13. Relationship. The relationship of the Mortgagee to the
Mortgagor hereunder is strictly and solely that of lender and borrower and
mortgagor and mortgagee and nothing contained in the Credit Agreement, this
Mortgage or any other document or instrument now existing and delivered in
connection therewith or otherwise in connection with the Secured Obligations is
intended to create, or shall in any event or under any circumstance be construed
as creating a partnership, joint venture, tenancy-in-common, joint tenancy or
other relationship of any nature whatsoever between the Mortgagee and the
Mortgagor other than as lender and borrower and mortgagor and mortgagee.

         SECTION 13.14. Waiver of Stay

                                      -28-
<PAGE>

            (i) The Mortgagor agrees that in the event that the Mortgagor or any
property or assets of the Mortgagor shall hereafter become the subject of a
voluntary or involuntary proceeding under the Bankruptcy Code or the Mortgagor
shall otherwise be a party to any Federal or state bankruptcy, insolvency,
moratorium or similar proceeding to which the provisions relating to the
automatic stay under Section 362 of the Bankruptcy Code or any similar provision
in any such law is applicable, then, in any such case, whether or not the
Mortgagee has commenced foreclosure proceedings under this Mortgage, the
Mortgagee shall be entitled to relief from any such automatic stay as it relates
to the exercise of any of the rights and remedies (including, without
limitation, any foreclosure proceedings) available to the Mortgagee as provided
in this Mortgage or in any other Security Document.

            (ii) The Mortgagee shall have the right to petition or move any
court having jurisdiction over any proceeding described in Section 13.14 hereof
for the purposes provided therein, and the Mortgagor agrees (i) not to oppose
any such petition or motion and (ii) at the Mortgagor's sole cost and expense,
to assist and cooperate with the Mortgagee, as may be requested by the Mortgagee
from time to time, in obtaining any relief requested by the Mortgagee,
including, without limitation, by filing any such petitions, supplemental
petitions, requests for relief, documents, instruments or other items from time
to time requested by the Mortgagee or any such court.

         SECTION 13.15. No Credit for Payment of Taxes or Impositions. The
Mortgagor shall not be entitled to any credit against the principal, premium, if
any, or interest payable under the Credit Agreement, and the Mortgagor shall not
be entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Charge on the
Mortgaged Property or any part thereof.

         SECTION 13.16. No Claims Against the Mortgagee. Nothing contained in
this Mortgage shall constitute any consent or request by the Mortgagee, express
or implied, for the performance of any labor or services or the furnishing of
any materials or other property in respect of the Premises or any part thereof,
nor as giving the Mortgagor any right, power or authority to contract for or
permit the performance of any labor or services or the furnishing of any
materials or other property in such fashion as would permit the making of any
claim against the Mortgagee in respect thereof or any claim that any Lien based
on the performance of such labor or services or the furnishing of any such
materials or other property is prior to the Lien hereof.

         SECTION 13.17. Obligations Absolute. All obligations of the Mortgagor
hereunder shall be absolute and unconditional irrespective of:

            (i) any bankruptcy, insolvency, reorganization, arrangement,
      readjustment, composition, liquidation or the like of the Mortgagor or any
      other Obligor;

            (ii) any lack of validity or enforceability of the Credit Agreement,
      any Letter of Credit, any other Loan Document, or any other agreement or
      instrument relating thereto;

            (iii) any change in the time, manner or place of payment of, or in
      any other term of, all or any of the Secured Obligations, or any other
      amendment or waiver of or any consent to any departure from the Credit
      Agreement, any Letter of Credit, any other Loan Document, or any other
      agreement or instrument relating thereto;

            (iv) any exchange, release or non-perfection of any other
      Collateral, or any release or amendment or waiver of or consent to any
      departure from any guarantee, for all or any of the Secured Obligations;

                                      -29-
<PAGE>

                  (v) any exercise or non-exercise, or any waiver of any right,
      remedy, power or privilege under or in respect hereof or any other Loan
      Document except as specifically set forth in a waiver granted pursuant to
      the provisions of Section 13.17 hereof; or

                  (vi) any other circumstances which might otherwise constitute
      a defense available to, or a discharge of, the Mortgagor.

            SECTION 13.18. Mortgagee's Right To Sever Indebtedness.

                  (i) The Mortgagor acknowledges that (A) the Mortgaged Property
does not constitute the sole source of security for the payment and performance
of the Secured Obligations and that the Secured Obligations are also secured by
property of the Mortgagor and its Affiliates in other jurisdictions (all such
property, collectively, the "Collateral"), (B) the number of such jurisdictions
and the nature of the transaction of which this instrument is a part are such
that it would have been impracticable for the parties to allocate to each item
of Collateral a specific loan amount and to execute in respect of such item a
separate credit agreement and (C) the Mortgagor intends that the Mortgagee have
the same rights with respect to the Mortgaged Property, in foreclosure or
otherwise, that the Mortgagee would have had if each item of Collateral had been
secured, mortgaged or pledged pursuant to a separate credit agreement, mortgage
or security instrument. In furtherance of such intent, the Mortgagor agrees that
the Mortgagee may at any time by notice (an "Allocation Notice") to the
Mortgagor allocate a portion (the "Allocated Indebtedness") of the Secured
Obligations to the Mortgaged Property and sever from the remaining Secured
Obligations the Allocated Indebtedness. From and after the giving of an
Allocation Notice with respect to the Mortgaged Property, the Secured
Obligations hereunder shall be limited to the extent set forth in the Allocation
Notice and (as so limited) shall, for all purposes, be construed as a separate
loan obligation of the Mortgagor unrelated to the other transactions
contemplated by the Credit Agreement, any other Loan Document or any document
related to any thereof. To the extent that the proceeds on any foreclosure of
the Mortgaged Property shall exceed the Allocated Indebtedness, such proceeds
shall belong to the Mortgagor and shall not be available hereunder to satisfy
any Secured Obligations of the Mortgagor other than the Allocated Indebtedness.
In any action or proceeding to foreclose the Lien hereof or in connection with
any power of sale, foreclosure or other remedy exercised under this Mortgage
commenced after the giving by the Mortgagee of an Allocation Notice, the
Allocation Notice shall be conclusive proof of the limits of the Secured
Obligations hereby secured, and the Mortgagor may introduce, by way of defense
or counterclaim, evidence thereof in any such action or proceeding.
Notwithstanding any provision of this Section 13.18, the proceeds received by
the Mortgagee pursuant to this Mortgage shall be applied by the Mortgagee in
accordance with the provisions of Section 10.3(iii) hereof.

                  (ii) The Mortgagor hereby waives to the greatest extent
permitted under law the right to a discharge of any of the Secured Obligations
under any statute or rule of law now or hereafter in effect which provides that
foreclosure of the Lien hereof or other remedy exercised under this Mortgage
constitutes the exclusive means for satisfaction of the Secured Obligations or
which makes unavailable a deficiency judgment or any subsequent remedy because
the Mortgagee elected to proceed with a power of sale foreclosure or such other
remedy or because of any failure by the Mortgagee to comply with laws that
prescribe conditions to the entitlement to a deficiency judgment. In the event
that, notwithstanding the foregoing waiver, any court shall for any reason hold
that the Mortgagee is not entitled to a deficiency judgment, the Mortgagor shall
not (A) introduce in any other jurisdiction such judgment as a defense to
enforcement against the Mortgagor of any remedy in the Credit Agreement or any
other Loan Document or (B) seek to have such judgment recognized or entered in
any other jurisdiction, and any such judgment shall in all events be limited in
application only to the state or jurisdiction where rendered.

                                      -30-

<PAGE>

                  (iii) In the event any instrument in addition to the
Allocation Notice is necessary to effectuate the provisions of this Section
13.18, including, without limitation, any amendment to this Mortgage, any
substitute promissory note or affidavit or certificate of any kind, the
Mortgagee may execute, deliver or record such instrument as the attorney-in-fact
of the Mortgagor. Such power of attorney is coupled with an interest and is
irrevocable.

                  (iv) Notwithstanding anything set forth herein to the
contrary, the provisions of this Section 13.18 shall be effective only to the
maximum extent permitted by law.

            SECTION 13.19. Last Dollars Secured. To the extent that this
Mortgage secures only a portion of the Indebtedness owing or which may become
owing by the Mortgagor, the parties agree that any payments or repayments of
such Indebtedness by the Mortgagor shall be deemed to be applied first to the
portion of the Indebtedness that is not secured hereby, it being the parties'
intent that the portion of the Indebtedness last remaining unpaid shall be
secured thereby.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                      -31-

<PAGE>

            IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be
duly executed and delivered under seal the day and year first above written.

                                          11190 BISCAYNE, LLC, a Florida limited
                                            liability company

                                          By: SFBC International, Inc.
                                              a Delaware corporation, as
                                              its sole member

                                              By:______________________________
                                                 David Natan
                                                 Chief Financial Officer

STATE OF NEW YORK   )

                    ) SS:

COUNTY OF NEW YORK  )

Sworn to and subscribed before me this 22nd day of December, 2004, by David
Natan, as Chief Financial Officer of SFBC International, Inc., a Delaware
corporation, as sole member of 11190 Biscayne, L.L.C., a Florida limited
liability company, who is personally known to me or who has produced a driver's
license as identification.

                Print or Stamp Name:__________________________________

                Notary Public, State of New York

                Commission No.:

                My Commission Expires:

<PAGE>

                                  Schedule A-1

                         Legal Description of Owned Land

PARCEL 1:

That part of the South 1/2 of Tract "A" of Revised Plat of SEARENTO, according
to the plat thereof, recorded in Plat Book 34, at Page 21, of the Public Records
of Miami-Dade County, Florida, described as follows:

Beginning at a point on the West line of Biscayne Boulevard which point is 55.07
feet West of the Center line of Biscayne Boulevard and 50 feet South of the
Northeast corner of said South 1/2 of Tract "A" of SEARENTO, thence run West
parallel with and 45.40 feet South of the North line of the said South 1/2 of
Tract "A" a distance of 794.41 feet to the West line of the said South 1/2 of
Tract "A"; thence run South and along the West line of said South 1/2 of Tract
"A" of SEARENTO a distance of 119.65 feet to the Southwest corner of said South
1/2 of Tract "A" of SEARENTO; thence run East and along the South line of said
South 1/2 of Tract "A" to the West line of Biscayne Boulevard; thence run
Northeasterly and 41 along the West line of Biscayne Boulevard a distance of
131.73 feet more or less to the Point of Beginning.

ALSO PARCEL 2:

Beginning at a point 825 feet South of the Northwest corner of the South 1/2 of
the Northeast 1/4 of Section 32, Township 52 South, Range 42 East, said point
also being the Southwest corner of the South 1/2 of Tract "A" of SEARENTO
according to the revised plat thereof, recorded in Plat Book 34, at Page 21 of
the Public Records of Miami-Dade County, Florida; thence run South along the
West line of the South 1/2 of the Northeast 1/4 of Section 32, Township 52
South, Range 42 East and distance of 47.4 feet; thence run East parallel with
and 47.4 feet South of the South line of said South 1/2 of Tract "A" of SEARENTO
a distance of 717.90 feet more or less to the West line of Biscayne Boulevard
which said point on the West line of Biscayne Boulevard is 55.05 feet West of
the center line of Biscayne Boulevard; thence run Northeasterly and along the
West line of Biscayne Boulevard 53.09 feet to the Southeast corner of the South
1/2 of Tract "A" of SEARENTO; thence run West and along the South line of said
South 1/2 of Tract "A" of SEARENTO to the Southwest corner of said South 1/2 of
Tract "A" of SEARENTO, being the Point of Beginning; said tract of land being in
the South 1/2 of the Northeast 1/4 of Section 32, Township 52 South, Range 42
East, Less that portion of property conveyed to Miami-Dade 58 County by Deed
recorded in Official Records Book 9031, Page 1929.

                                       -2-

<PAGE>

                                  Schedule A-2

                Description of Mortgaged Lease and Leased Land

Mortgaged Lease

99-year Lease by and between Eastbay Corporation, as Lessor, and Ocean Breeze
Corp., as Lessee, recorded in Deed Book 2809 4,64, as amended by instruments
recorded in Deed Book 3694, Page 486; Deed Book 3714' age 195 Deed Book
3720-,Page 39!-(Official Records Book 6835, Page 915, Official Records Book
6858, Page 614; Official Records Book 8093, Page 789, Official Records Book
8725, Page 240ti 'Official Records Book 88151 age 809, Official Records Book
11297, Page 1480, Official Records Book 11688, Page 499; Official Reds Book
249, Page 2002; Official Records Book 13249 Page 2005 Official Records Book
13871, Page 1100, Official Records Book 13878, Page 3613, Official Records
Book 18151, Page 150, Official Records Book 1853, Page 4898; Official Records
Book 22092, Page 1616, and Official Records Book 22325, Page 2398.

Leased Land

West 3 acres of South 2.5 chains of North 5 chains of South Quarter (S 1/4) of
Northeast Quarter (NE 75 1/4) of Section 32, Township 52 South, Range 42 East,
more particularly described as follows: Beginning at the Southwest corner of the
Northeast Quarter (NE 1/4) of Section 32, Township 52 South, Range 42 East;
thence North 330 feet for the Point of Beginning; thence East 708.8 feet to the
center of the road known as the East Dixie Highway; thence Northeasterly along
the center of said highway to a point 165 feet North of the South line of this
property, if produced Easterly, thence West 781.45 feet to the West boundary
line of the Northeast Quarter (NE 1/4) of Section 32, Township 52 South, Range
42 East; thence South 165 feet to the Point of Beginning, situate in Miami-Dade
County, Florida; Less the Southeasterly 35 feet reserved for right-of-way for
Biscayne Boulevard, and also less portions conveyed to Miami-Dade County, by
Deeds recorded in Official Records Book 9031, Page 1927 and in Official Records
Book 9031, Page 1931.

And also less:

The Southeasterly 4.572 meters (15.00 feet) of the South One-Half (S 1/2) of the
North One-Half (N 1/2) of the South One-Quarter (S 1/4) of the Northeast
One-Quarter (NE 1/4) of Section 32, Township 52 South, Range 42 East, Miami-Dade
County, Florida, lying Northwesterly of and adjoining the Northwesterly
right-of-way line of Biscayne Boulevard/State Road 5, according with a 10.668
meter (35.00 feet) right-of-way dedication by the City of Miami reserved in Deed
Book 1631, Page 178, of the Public Records of Miami-Dade County, Florida.

<PAGE>

                                   Schedule B

Each of the liens and other encumbrances excepted as being prior to the Lien
hereof as set forth in Schedule B to the marked title insurance commitment
issued by Lawyers Title Insurance Company, dated as of the date hereof and
delivered to Collateral Agent on the date hereof, bearing Lawyers Title
Insurance Company reference number 52204258LA relating to the real property
described in Schedule A-1 and A-2 attached hereto.

<PAGE>

            IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be
duly executed and delivered under seal the day and year first above written.

                               11190 BISCAYNE, LLC, a Florida limited
                                 liability company

                               By: SFBC International, Inc.
                                   a Delaware corporation, as
                                   its sole member

                               By: /s/ David Natan
                                   ---------------------------------------------
                                   David Natan
                                   Chief Financial Officer

STATE OF NEW YORK        )

                         )SS:

COUNTY OF NEW  YORK      )

Sworn to and subscribed before me this 22nd day of December, 2004, by David
Natan, as Chief Financial Officer of SFBC International, Inc., a Delaware
corporation, as sole member of 11190 Biscayne, L.L.C., a Florida limited
liability company, who is personally known to me or who has produced a driver's
license as identification.

                          PRINT OR STAMP NAME: CYNTHIA PARKER

                          Notary Public, State of New York

                          Commission No.: 01PA5055476
                                          Qualified in Dutchess County

                          My Commission Expires: Feb. 12, 2006

<PAGE>

                                                                     EXHIBIT L-1

                                    [FORM OF]
                             PERFECTION CERTIFICATE

            Reference is hereby made to (i) that certain Security Agreement
dated as of December 22, 2004 (the "SECURITY AGREEMENT"), between SFBC
INTERNATIONAL, INC., a Delaware corporation (the "COMPANY"), the Subsidiary
Guarantors party thereto (collectively, the "SUBSIDIARY GUARANTORS") and the
Collateral Agent (as hereinafter defined) and (ii) that certain Credit Agreement
dated as of December 22, 2004 (the "CREDIT AGREEMENT") among the Company, the
Subsidiary Guarantors, certain other parties thereto and UBS AG, Stamford
Branch, as Collateral Agent (in such capacity, the "COLLATERAL AGENT").
Capitalized terms used but not defined herein have the meanings assigned in the
Credit Agreement.

            The undersigned hereby certify to the Collateral Agent as follows:

      1. Names. (a) The exact legal name of the Company and each domestic
Subsidiary of the Company, as such name appears in its respective certificate of
incorporation or any other organizational document, is set forth in Schedule
1(a). The Company and each domestic Subsidiary is (i) the type of 15 entity
disclosed next to its name in Schedule 1(a) and (ii) a registered organization
except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a)
is the organizational identification number, if any, of the Company and each
domestic Subsidiary of the Company that is a registered organization, the
Federal Taxpayer Identification Number of the Company and each domestic
Subsidiary of the Company and the state of formation of the Company and each
domestic Subsidiary of the Company.

      (b) Set forth in Schedule 1(b) hereto is any other corporate or
organizational names the Company and each domestic Subsidiary the Company has
had in the past five years, together with the date of the relevant change.

      (c) Set forth in Schedule 1(c) is a list of all other names (including
trade names or similar appellations) used by the Company and each domestic
Subsidiary of the Company, or any other business or organization to which the
Company and each domestic Subsidiary of the Company became the successor by
merger, consolidation, acquisition, change in form, nature or jurisdiction of
organization or otherwise, at any time between December [ ], 1999 and the date
hereof. Also set forth in Schedule 1(c) is the information required by Section 1
of this certificate for any other business or organization to which the Company
and each domestic Subsidiary of the Company became the successor by merger,
consolidation, acquisition, change in form, nature or jurisdiction of
organization or otherwise, at any time between December [ ], 1999 and the date
hereof.

      2. Current Locations, (a) The chief executive office of the Company and
each domestic Subsidiary of the Company is located at the address set forth in
Schedule 2(a) hereto.

      (b) Set forth in Schedule 2 (b) are all locations where the Company and
each domestic 35 Subsidiary of the Company maintains any books or records
relating to any Collateral.

      (c) Set forth in Schedule 2(c) hereto are all the other places of business
of the Company and each domestic Subsidiary of the Company.

      (d) Set forth in Schedule 2(d) hereto are all other locations where the
Company and each 39 domestic Subsidiary of the Company maintains any of the
Collateral consisting of inventory or equipment not identified above.

<PAGE>

      (e) Set forth in Schedule 2(e) hereto are the names and addresses of all
persons or entities other than the Company and each domestic Subsidiary of the
Company, such as lessees, consignees, warehousemen or purchasers of chattel
paper, which have possession or are intended to have possession of any of the
Collateral consisting of instruments, chattel paper, inventory or equipment.

      3. Extraordinary Transactions. Except for those purchases, acquisitions
and other transactions described on Schedule 3 attached hereto, all of the
Collateral has been originated by the Company and each domestic Subsidiary of
the Company in the ordinary course of business or consists of goods which have
been acquired by the Company or any domestic Subsidiary of the Company in the
ordinary course of business from a person in the business of selling goods of
that kind.

      4. File Search Reports. Attached hereto as Schedule 4(a) is a true and
accurate summary of file search reports from (A) the Uniform Commercial Code
filing offices (i) in each jurisdiction identified in Section 1(a) or Section 2
with respect to each legal name set forth in Section 1 and (ii) in each
jurisdiction described in Schedule 1(c) or Schedule 3 relating to any of the
transactions described in Schedule 1(c) or Schedule 3 with respect to each legal
name of the person or entity from which the Company or any domestic Subsidiary
of the Company purchased or otherwise acquired any of the Collateral and (B)
each filing officer in each real estate recording office identified on Schedule
7 with respect to real estate on which Collateral consisting of fixtures is or
is to be located. Attached hereto as Schedule 4(b) is a true copy of each
financing statement, including judgment and tax liens, bankruptcy and pending
lawsuits or other filing identified in such file search reports.

      5. UCC Filings. The financing statements (duly authorized by the Company
or the applicable domestic Subsidiary constituting the debtor therein),
including the indications of the collateral, attached as Schedule 5 relating to
the Security Agreement or the applicable Mortgage, are in the appropriate forms
for filing in the filing offices in the jurisdictions identified in Schedule 6
hereof.

      6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule of (i)
the appropriate filing offices for the financing statements attached hereto as
Schedule 5 and (ii) the appropriate filing offices for the filings described in
Schedule 13(e) and (iii) any other actions required to create, preserve, protect
and perfect the security interests in the Pledged Collateral (as defined in the
Security Agreement) granted to the Collateral Agent pursuant to the Collateral
Documents. No other filings or actions are required to create, preserve, protect
and perfect the security interests in the Pledged Collateral granted to the
Collateral Agent pursuant to the Collateral Documents.

      7. Real Property. Attached hereto as Schedule 7 is a list of all real
property owned or leased by the Company and each domestic Subsidiary of the
Company with a notation identifying each Mortgaged Property.

      8. Termination Statements. Attached hereto as Schedule 8(a) are the duly
authorized termination statements in the appropriate form for filing in each
applicable jurisdiction identified in Schedule 8(b) hereto with respect to each
Lien described therein.

      9. No Change. The undersigned knows of no anticipated change in any of the
circumstances or with respect to any of the matters contemplated in Sections 1
through 8 and Section 10 through Section 16 of this Perfection Certificate
except as set forth on Schedule 9 hereto.

      10. Stock Ownership and other Equity Interests. Attached hereto as
Schedule 10 is a true and correct list of all the issued and outstanding stock,
partnership interests, limited liability company membership interests or other
equity interest of the Company and each of the Company's Subsidiaries

                                       -2-

<PAGE>

and the record and beneficial owners of such stock, partnership interests,
membership interests or other equity interests. Also set forth on Schedule 12 is
each equity investment of the Company and each of the Company's Subsidiaries
that represents 50% or less of the equity of the entity in which such investment
was made.

      11. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 11
is a true and correct list of all promissory notes, instruments (other than
checks to be deposited in the ordinary course of business), tangible chattel
paper, electronic chattel paper and other evidence of indebtedness held by the
Company and any of the Company's Subsidiaries as of December [ ], 2004,
including all intercompany notes between the Company and any of the Company's
Subsidiaries.

      12. Advances. Attached hereto as Schedule 12 is (a) a true and correct
list of all advances made by the Company to any of the Company's Subsidiaries or
made by any domestic Subsidiary of the Company to the Company or any other
domestic Subsidiary of the Company as of December [ ], 2004 (other than those
identified on Schedule 12). which advances will be on and after the date hereof
evidenced by one or more intercompany notes pledged to the Collateral Agent
under the Security Agreement and (b) a true and correct list of all unpaid
intercompany transfers of goods sold and delivered by or to the Company or any
domestic Subsidiary of the Company as of December [ ], 2004.

      13. Intellectual Property, (a) Attached hereto as Schedule 13(a) is a
schedule setting forth all of the Company's and each of the Company's
Subsidiaries' Patents, Patent Licenses, Trademarks and Trademark Licenses (each
as defined in the Security Agreement), including the name of the registered
owner and the registration number and each Patent, Patent License, Trademark and
Trademark License owned by the Company and each of the Company's Subsidiaries.
Attached hereto as Schedule 13(b) is a schedule setting forth all of the
Company's and each of the Company's Subsidiaries' Copyrights and Copyright
Licenses (each as defined in the Security Agreement), including the name of the
registered owner and the registration number of each Copyright or Copyright
License owned by the Company or any of the Company's Subsidiaries

      (b) Attached hereto as Schedule 13(c) in proper form for filing with the
United States Patent and Trademark Office is a schedule setting forth all of the
Company's and each of the Company's Subsidiaries' Patents and Trademarks
registered with the United States Patent and Trademark Office, including the
name of the registered owner and the registration number Patent and Trademark
owned by the Company and each of the Company's Subsidiaries. Attached hereto as
Schedule 13(d) in proper form for filing with the United States Copyright Office
(as defined in the Security Agreement) is a schedule setting forth all of the
Company's and each of the Company's Subsidiaries' United States Copyrights,
including the name of the registered owner and the registration number of each
Copyright owned by the Company or any of the Company's Subsidiaries.

      (c) Attached hereto as Schedule 13(e) in proper form for filing with the
United States Patent and Trademark Office are the filings necessary to preserve,
protect and perfect the security interests in the Copyrights, Trademarks and
Patents set forth on Schedule 13(c) and Schedule 13(d), including duly signed
copies of each of the Patent Security Agreement, Trademark Security Agreement
and the Copyright Security Agreement, as applicable.

      14. Commercial Tort Claims. Attached hereto as Schedule 14 is a true and
correct list of all Commercial Tort Claims (as defined in the Security
Agreement) held by the Company or any of the Company's Subsidiaries, including a
brief description thereof.

                                       -3-
<PAGE>

      15. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached
hereto as Schedule 15 is a true and complete list of all Deposit Accounts,
Securities Accounts and Commodity Accounts (each as defined in the Security
Agreement) maintained by the Company and each of the Company's Subsidiaries,
including the name of each institution where each such account is held, the name
of each such account and the name of each entity that holds each account.

      16. Letter-of-Credit Rights. Attached hereto as Schedule 16 is a true and
correct list of all Letters of Credit issued in favor of the Company or any of
the Company's Subsidiaries, as beneficiary thereunder.

         [The remainder of this page has been intentionally left blank]

                                      -4-

<PAGE>

      IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as
of this 22nd day of December, 2004.

                                    SFBC INTERNATIONAL, INC.

                                    By:_____________________
                                       Name:
                                       Title:

                                    [EACH OF THE GUARANTORS]

                                    By:_____________________
                                       Name:
                                       Title:

<PAGE>

                                  SCHEDULE 1(a)

                                LEGAL NAMES, ETC.

<TABLE>
<CAPTION>
                            REGISTERED ORGANIZATION                               FEDERAL TAXPAYER
LEGAL NAME  TYPE OF ENTITY        (YES/NO)           ORGANIZATIONAL NUMBER(a)   IDENTIFICATION NUMBER
----------  --------------  -----------------------  ------------------------   ---------------------
<S>         <C>             <C>                      <C>                        <C>
----------  --------------  -----------------------  ------------------------   ---------------------
----------  --------------  -----------------------  ------------------------   ---------------------
----------  --------------  -----------------------  ------------------------   ---------------------
</TABLE>

----------------
(a) If none, so state.

                                      -6-

<PAGE>

                                  SCHEDULE 1(b)

                           PRIOR ORGANIZATIONAL NAMES

<TABLE>
<CAPTION>
                                      DATE OF
COMPANY/SUBSIDIARY     PRIOR NAME     CHANGE
------------------     ----------     ------
<S>                    <C>            <C>
------------------     ----------     ------
------------------     ----------     ------
------------------     ----------     ------
------------------     ----------     ------
</TABLE>

<PAGE>

                                  SCHEDULE 1(c)

                   CHANGES IN CORPORATE IDENTITY; OTHER NAMES

<TABLE>
<CAPTION>
                                                                   LIST OF ALL OTHER NAMES
                    CORPORATE NAME OF          DATE OF  STATE OF    USED DURING PAST FIVE
COMPANY/SUBSIDIARY       ENTITY        ACTION  ACTION   FORMATION           YEARS
------------------  -----------------  ------  -------  ---------  -----------------------
<S>                 <C>                <C>     <C>      <C>        <C>
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
------------------  -----------------  ------  -------  ---------  -----------------------
</TABLE>

[Add Information required by Section 1 to the extent required by Section 1(c) of
the Perfection Certificate]

                                      -8-

<PAGE>

                                  SCHEDULE 2(a)

                             CHIEF EXECUTIVE OFFICES

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY    ADDRESS    COUNTY    STATE
------------------    -------    ------    -----
<S>                   <C>        <C>       <C>
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
</TABLE>

                                      -9-

<PAGE>

                                  SCHEDULE 2(b)

                                LOCATION OF BOOKS

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY    ADDRESS    COUNTY    STATE
------------------    -------    ------    -----
<S>                   <C>        <C>       <C>
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
</TABLE>

                                      -10-

<PAGE>

                                  SCHEDULE 2(c)

                            OTHER PLACES OF BUSINESS

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY    ADDRESS    COUNTY    STATE
------------------    -------    ------    -----
<S>                   <C>        <C>       <C>
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
</TABLE>

                                      -11-

<PAGE>

                                  SCHEDULE 2(d)

                 ADDITIONAL LOCATIONS OF EQUIPMENT AND INVENTORY

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY    ADDRESS    COUNTY    STATE
------------------    -------    ------    -----
<S>                   <C>        <C>       <C>
------------------    -------    ------    -----
------------------    -------    ------    -----
------------------    -------    ------    -----
</TABLE>

                                      -12-

<PAGE>

                                  SCHEDULE 2(E)

                    LOCATIONS OF COLLATERAL IN POSSESSION OF
                  PERSONS OTHER THAN COMPANY OR ANY SUBSIDIARY

<TABLE>
<CAPTION>
                      NAME OF ENTITY IN
                        POSSESSION OF
                    COLLATERAL/CAPACITY OF  ADDRESS/LOCATION OF
COMPANY/SUBSIDIARY       SUCH ENTITY             COLLATERAL      COUNTY  STATE
------------------  ----------------------  -------------------  ------  -----
<S>                 <C>                     <C>                  <C>     <C>
------------------  ----------------------  -------------------  ------  -----
------------------  ----------------------  -------------------  ------  -----
------------------  ----------------------  -------------------  ------  -----
------------------  ----------------------  -------------------  ------  -----
</TABLE>

                                      -13-

<PAGE>

                                   SCHEDULE 3

           TRANSACTIONS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS

<TABLE>
<CAPTION>
                    DESCRIPTION OF TRANSACTION
COMPANY/SUBSIDIARY   INCLUDING PARTIES THERETO  DATE OF TRANSACTION
------------------  --------------------------  -------------------
<S>                 <C>                         <C>
------------------  --------------------------  -------------------
------------------  --------------------------  -------------------
------------------  --------------------------  -------------------
</TABLE>

                                      -14-

<PAGE>

                                  SCHEDULE 4(a)

                               FILE SEARCH REPORTS

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY  SEARCH REPORT DATED  PREPARED BY  JURISDICTION
------------------  -------------------  -----------  ------------
<S>                 <C>                  <C>          <C>
------------------  -------------------  -----------  ------------
------------------  -------------------  -----------  ------------
------------------  -------------------  -----------  ------------
</TABLE>

SEE ATTACHED.

                                      -15-

<PAGE>

                                  SCHEDULE 4(b)

                     COPIES OF REPORTED FINANCING STATEMENTS

SEE ATTACHED.

                                      -16-

<PAGE>

                                   SCHEDULE 5

                    COPY OF FINANCING STATEMENTS TO BE FILED

SEE ATTACHED.

                                      -17-

<PAGE>

                                   SCHEDULE 6

                             FILINGS/FILING OFFICES

<TABLE>
<CAPTION>
                         APPLICABLE COLLATERAL
  TYPE                         DOCUMENT
   OF                    [MORTGAGE, SECURITY
FILING(a)  ENTITY         AGREEMENT OR OTHER     JURISDICTIONS
---------  ------        ---------------------   -------------
<S>        <C>           <C>                     <C>
---------  -----------   ---------------------   -------------
---------  -----------   ---------------------   -------------
---------  -----------   ---------------------   -------------
---------  -----------   ---------------------   -------------
</TABLE>

------------------------
(a)   UCC-1 financing statement, fixture filing, mortgage, intellectual property
      filing or other necessary filing.

                                      -18-

<PAGE>

                                   SCHEDULE 7

                                  REAL PROPERTY

<TABLE>
<CAPTION>
                                                              DESCRIPTION OF
                                    OWNED OR  LANDLORD/OWNER      LEASE
ENTITY OF RECORD  LOCATION ADDRESS   LEASED     IF LEASED       DOCUMENTS
----------------  ----------------  --------  --------------  --------------
<S>               <C>               <C>       <C>             <C>
----------------  ----------------  --------  --------------  --------------
----------------  ----------------  --------  --------------  --------------
----------------  ----------------  --------  --------------  --------------
----------------  ----------------  --------  --------------  --------------
----------------  ----------------  --------  --------------  --------------
----------------  ----------------  --------  --------------  --------------
----------------  ----------------  --------  --------------  --------------
</TABLE>

                                      -19-

<PAGE>

                                  SCHEDULE 8(a)

ATTACHED HERETO IS A TRUE COPY OF EACH TERMINATION STATEMENT FILING DULY
ACKNOWLEDGED OR OTHERWISE IDENTIFIED BY THE FILING OFFICER.

                                      -20-

<PAGE>

                                  SCHEDULE 8(b)

                          TERMINATION STATEMENT FILINGS

<TABLE>
<CAPTION>
                                                                    UCC-1
                                                           UCC-1     FILE
DEBTOR  JURISDICTION  SECURED PARTY  TYPE OF COLLATERAL  FILE DATE  NUMBER
------  ------------  -------------  ------------------  ---------  ------
<S>     <C>           <C>            <C>                 <C>        <C>
------  ------------  -------------  ------------------  ---------  ------
------  ------------  -------------  ------------------  ---------  ------
------  ------------  -------------  ------------------  ---------  ------
------  ------------  -------------  ------------------  ---------  ------
</TABLE>

                                      -21-

<PAGE>

                                   SCHEDULE 9

         CHANGES FROM CIRCUMSTANCES DESCRIBED IN PERFECTION CERTIFICATE

                                      -22-
<PAGE>

                                   SCHEDULE 10

                   STOCK OWNERSHIP AND OTHER EQUITY INTERESTS

COMPANY/SUBSIDIARY: ______________

<TABLE>
<CAPTION>
CURRENT LEGAL                                                         NO.                PERCENT
ENTITIES OWNED           RECORD OWNER     CERTIFICATE NO.        SHARES/INTEREST         PLEDGED
--------------           ------------     ---------------        ---------------        ----------
<S>                      <C>              <C>                    <C>                    <C>
 ----------              -----------       -----------             -----------          -----------
 ----------              -----------       -----------             -----------          -----------
 ----------              -----------       -----------             -----------          -----------
 ----------              -----------       -----------             -----------          -----------
</TABLE>

                                      -23-

<PAGE>

                                   SCHEDULE 11

                     INSTRUMENTS AND TANGIBLE CHATTEL PAPER

1. Promissory Notes:

<TABLE>
<CAPTION>
                      PRINCIPAL          DATE OF
ENTITY                 AMOUNT           ISSUANCE               INTEREST RATE      MATURITY DATE
------                 ------           --------               -------------      -------------
<S>                  <C>               <C>                     <C>                <C>
----------           -----------       -----------             -----------         -----------
----------           -----------       -----------             -----------         -----------
----------           -----------       -----------             -----------         -----------
</TABLE>

2. Chattel Paper:

                                      -24-

<PAGE>

                                   SCHEDULE 12

                                    ADVANCES

<TABLE>
<CAPTION>
                                                        DESCRIPTION AND DATE
                                                           OF UNPAID
DESCRIPTION AND                                          INTERCOMPANY
DATE OF ADVANCE          FROM            TO             TRANSFER OF GOODS        FROM            TO
---------------          ----            --             -----------------        ----            --
<S>                  <C>               <C>              <C>                    <C>            <C>
----------           -----------       -----------         -----------         -----------    -----------
----------           -----------       -----------         -----------         -----------    -----------
----------           -----------       -----------         -----------         -----------    -----------
</TABLE>

                                      -25-

<PAGE>

                                 SCHEDULE 13(a)

                             PATENTS AND TRADEMARKS

PATENTS:

Registrations:

<TABLE>
<CAPTION>
                        REGISTRATION
OWNER                      NUMBER                COUNTRY             DESCRIPTION
-----                      ------                -------             -----------
<S>                     <C>                      <C>                 <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
                        APPLICATION
OWNER                      NUMBER                COUNTRY             DESCRIPTION
-----                      ------                -------             -----------
<S>                     <C>                      <C>                 <C>
</TABLE>

Licenses:

<TABLE>
<CAPTION>
                                                               REGISTRATION/
                                                                APPLICATION
LICENSEE                LICENSOR              COUNTRY             NUMBER           DESCRIPTION
--------                --------              -------             ------           -----------
<S>                     <C>                   <C>              <C>                 <C>
</TABLE>

TRADEMARKS:

Registrations:

<TABLE>
<CAPTION>
                        REGISTRATION
OWNER                      NUMBER             COUNTRY            TRADEMARK
-----                      ------             -------            ---------
<S>                     <C>                   <C>                <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
                        APPLICATION
OWNER                      NUMBER             COUNTRY             TRADEMARK
-----                      ------             -------             ---------
<S>                     <C>                   <C>                 <C>
</TABLE>

                                      -26-
<PAGE>

Licenses:

<TABLE>
<CAPTION>
                                                              REGISTRATION/
                                                              APPLICATION
LICENSEE                LICENSOR              COUNTRY            NUMBER           TRADEMARK
--------                --------              -------            ------           ---------
<S>                     <C>                   <C>             <C>                 <C>
</TABLE>

                                      -27-
<PAGE>

                                 SCHEDULE 13(b)

                                   COPYRIGHTS

Registrations:

<TABLE>
<CAPTION>
OWNER                  COUNTRY                  TITLE                  REGISTRATION NUMBER
-----                  -------                  -----                  -------------------
<S>                    <C>                      <C>                    <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
OWNER                   COUNTRY                   APPLICATION NUMBER
-----                   -------                   ------------------
<S>                     <C>                       <C>
</TABLE>

Licenses:

<TABLE>
<CAPTION>
                                                                    REGISTRATION/
                                                                     APPLICATION
LICENSEE                LICENSOR                  COUNTRY              NUMBER            DESCRIPTION
--------                --------                  -------              ------            -----------
<S>                     <C>                     <C>                 <C>                  <C>
</TABLE>

                                      -28-

<PAGE>

                                 SCHEDULE 13(c)

                             PATENTS AND TRADEMARKS

PATENTS:

Registrations:

<TABLE>
<CAPTION>
                        REGISTRATION
OWNER                     NUMBER                 DESCRIPTION
-----                     ------                 -----------
<S>                     <C>                      <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
                        APPLICATION
OWNER                     NUMBER                 DESCRIPTION
-----                     ------                 -----------
<S>                     <C>                      <C>
</TABLE>

TRADEMARKS:

Registrations:

<TABLE>
<CAPTION>
                        REGISTRATION
OWNER                      NUMBER                 TRADEMARK
-----                      ------                 ---------
<S>                     <C>                       <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
                        APPLICATION
OWNER                     NUMBER                 TRADEMARK
-----                     ------                 ---------
<S>                     <C>                      <C>
</TABLE>

                                      -29-
<PAGE>

                                 SCHEDULE 13(d)

                                   COPYRIGHTS

<TABLE>
<CAPTION>
                    REGISTRATION
OWNER                  NUMBER                                  TITLE
-----                  ------                                  -----
<S>                 <C>                                        <C>
</TABLE>

                                      -30-

<PAGE>

                                 SCHEDULE 13(e)

                          INTELLECTUAL PROPERTY FILINGS

                                      -31-
<PAGE>

                                   SCHEDULE 14

                             COMMERCIAL TORT CLAIMS

                                      -32-
<PAGE>

                                   SCHEDULE 15

          DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITY ACCOUNTS

<TABLE>
<CAPTION>
                                              BANK OR             ACCOUNT
OWNER           TYPE OF ACCOUNT             INTERMEDIARY          NUMBERS
-----           ---------------             ------------          -------
<S>             <C>                         <C>                   <C>
</TABLE>

                                      -33-
<PAGE>

                                   SCHEDULE 16

                             LETTER OF CREDIT RIGHTS

                                      -34-
<PAGE>

                                                                     EXHIBIT L-2

                                    [FORM OF]

                        PERFECTION CERTIFICATE SUPPLEMENT

            This Perfection Certificate Supplement, dated as of [   ], 200[ ] is
delivered pursuant to Section 5.13(b) of that Certain Credit Agreement dated as
of December 22, 2004 (the "CREDIT AGREEMENT") among SFBC INTERNATIONAL, INC., a
Delaware corporation (the "COMPANY"), THE Subsidiary Guarantors, certain other
parties thereto and UBS AG, Stamford Branch, as Collateral Agent (in such
capacity, the "COLLATERAL AGENT"). Capitalized terms used but not defined herein
have the meanings assigned in the Credit Agreement.

            The undersigned hereby certify (each in its capacity as [  ] and not
in an individual capacity) to the Collateral Agent and each of the other Secured
Parties that, as of the date hereof, there has been no change in the information
described in the Perfection Certificate delivered on the Closing Date (as
supplemented by any perfection certificate supplements delivered prior to the
date hereof, the "PRIOR PERFECTION CERTIFICATE"), other than as follows:

      1. Names. (a) Except as listed on Schedule 1(a) attached hereto and made a
part hereof, (x) Schedule 1(a) to the Prior Perfection Certificate sets forth
the exact legal name of the Company and each domestic Subsidiary of the Company,
as such name appears in its respective certificate of incorporation or any other
organizational document; (y) the Company and each domestic Subsidiary is (i) the
type of entity disclosed next to its name in Schedule 1(a) to the Prior
Perfection Certificate and (ii) a registered organization except to the extent
disclosed in Schedule 1(a) to the Prior Perfection Certificate; and (z) set
forth in Schedule 1(a) to the Prior Perfection Certificate is the organizational
identification number, if any, of the Company and each domestic Subsidiary of
the Company that is a registered organization, the Federal Taxpayer
Identification Number of the Company and each domestic Subsidiary of the Company
and the state of formation of the Company and each domestic Subsidiary of the
Company.

      (b) Except as listed on Schedule 1(b) attached hereto and made a part
hereof, set forth in Schedule 1(b) of the Prior Perfection Certificate is any
other corporate or organizational names the Company and each domestic Subsidiary
the Company has had in the past five years, together with the date of the
relevant change.

      2. Current Locations. (a) Except as listed on Schedule 2(a) attached
hereto and made a part hereof, the chief executive office of the Company and
each domestic Subsidiary of the Company is located at the address set forth in
Schedule 2(a) of the Prior Perfection Certificate.

      (b) Except as listed on Schedule 2(b) attached hereto and made a part
hereof, set forth in Schedule 2(b) of the Prior Perfection Certificate are all
locations where the Company and each domestic Subsidiary of the Company
maintains any books or records relating to any Collateral.

      (c) Except as listed on Schedule 2(c) attached hereto and made a part
hereof, set forth in Schedule 2(c) of the Prior Perfection Certificate are all
the other places of business of the Company and each domestic Subsidiary of the
Company.

      (d) Except as listed on Schedule 2(d) attached hereto and made a part
hereof, set forth in Schedule 2(d) of the Prior Perfection Certificate are all
other locations where the Company and each domestic Subsidiary of the Company
maintains any of the Collateral consisting of inventory or equipment not
identified above.

<PAGE>

      (e) Except as listed on Schedule 2(e) attached hereto and made a part
hereof, set forth in Schedule 2(e) of the Prior Perfection Certificate are the
names and addresses of all persons or entities other than the Company and each
domestic Subsidiary of the Company, such as lessees, consignees, warehousemen or
purchasers of chattel paper, which have possession or are intended to have
possession of any of the Collateral consisting of instruments, chattel paper,
inventory or equipment.

      3. Extraordinary Transactions. Except for those purchases, acquisitions
and other transactions described on Schedule 3 attached hereto and on Schedule 3
to the Prior Perfection Certificate, all of the Collateral has been originated
by the Company and each domestic Subsidiary of the Company in the ordinary
course of business or consists of goods which have been acquired by the Company
or any domestic Subsidiary of the Company in the ordinary course of business
from a person in the business of selling goods of that kind.

      4. File Search Reports. Except as listed on Schedule 4(a) attached hereto
and made a part hereof, set forth in Schedule 4(a) of the Prior Perfection
Certificate is a true and accurate summary of file search reports from (A) the
Uniform Commercial Code filing offices (i) in each jurisdiction identified in
Section 1(a) or Section 2 hereto and thereto with respect to each legal name set
forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c)
thereto or Schedule 3 hereto or thereto relating to any of the transactions
described in Schedule 1(c) or Schedule 3 hereto or thereto with respect to each
legal name of the person or entity from which the Company or any domestic
Subsidiary of the Company purchased or otherwise acquired any of the Collateral
and (B) each filing officer in each real estate recording office identified on
Schedule 7 hereto or thereto with respect to real estate on which Collateral
consisting of fixtures is or is to be located. Except as listed on Schedule 4(b)
attached hereto and made a part hereof, attached to the Prior Perfection
Certificate as Schedule 4(b) is a true copy of each financing statement,
including judgment and tax liens, bankruptcy and pending lawsuits or other
filing identified in such file search reports.

      5. UCC Filings. Except as set listed on Schedule 5 attached hereto and
made a part hereof, the financing statements (duly authorized by the Company or
the applicable domestic Subsidiary constituting the debtor therein), including
the indications of the collateral, relating to the Security Agreement or the
applicable Mortgage, are set forth in Schedule 5 to the Prior Perfection
Certificate, and are in the appropriate forms for filing in the filing offices
in the jurisdictions identified in Schedule 6 thereto and hereto.

      6. Schedule of Filings. Except as listed on Schedule 6 attached hereto and
made a part hereof, attached to the Prior Perfection Certificate as Schedule 6
is a schedule of (i) the appropriate filing offices for the financing statements
attached thereto and hereto as Schedule 5, (ii) the appropriate filing offices
for the filings described in Schedule 13(e) thereto and hereto and (iii) any
other actions required to create, preserve, protect and perfect the security
interests in the Pledged Collateral (as defined in the Security Agreement)
granted to the Collateral Agent pursuant to the Collateral Documents. No other
filings or actions are required to create, preserve, protect and perfect the
security interests in the Pledged Collateral granted to the Collateral Agent
pursuant to the Collateral Documents.

      7. Real Property. Except as listed on Schedule 7 attached hereto and made
a part hereof, Schedule 7 to the Prior Perfection Certificate sets forth a list
of all real property owned or leased by the Company and each domestic Subsidiary
of the Company with a notation for each Mortgaged Property.

      8. Termination Statements. Except as listed on Schedule 8(a) attached
hereto and made a part hereof, Schedule 8(a) to the Prior Perfection Certificate
sets forth the duly authorized termination

                                      -2-
<PAGE>

statements in the appropriate form for filing in each applicable jurisdiction
identified in Schedule 8(b) hereto and thereto with respect to each Lien
described therein.

      9. No Change. The undersigned knows of no anticipated change in any of the
circumstances or with respect to any of the matters contemplated in Sections 1
through 8 and Section 10 through Section 16 hereto except as set forth on
Schedule 9 attached hereto and made a part hereof.

      10. Stock Ownership and other Equity Interests. Except as listed on
Schedule 10 attached hereto and made a part hereof, Schedule 10 to the Prior
Perfection Certificate (x) is a true and correct list of all the issued and
outstanding stock, partnership interests, limited liability company membership
interests or other equity interest of the Company and each of the Company's
Subsidiaries and the record and beneficial owners of such stock, partnership
interests, membership interests or other equity interests and (y) sets forth
each equity investment of the Company and each of the Company's Subsidiaries
that represents 50% or less of the equity of the entity in which such investment
was made.

11. Instruments and Tangible Chattel Paper. Except as listed on Schedule 11
attached hereto and made a part hereof, Schedule 11 to the Prior Perfection
Certificate is a true and correct list of all promissory notes, instruments
(other than checks to be deposited in the ordinary course of business), tangible
chattel paper, electronic chattel paper and other evidence of indebtedness held
by the Company and any of the Company's Subsidiaries as of ______________,
200[ ], including all intercompany notes between the Company and any of the
Company's Subsidiaries.

      12. Advances. Except as listed on Schedule 12 attached hereto and made a
part hereof, Schedule 12 to the Prior Perfection Certificate is (a) a true and
correct list of all advances made by the Company to any of the Company's
Subsidiaries or made by any domestic Subsidiary of the Company to the Company or
any other domestic Subsidiary of the Company (other than those identified on
Schedule 12 hereto or thereto), which advances will be on and after the date
hereof evidenced by one or more intercompany notes pledged to the Collateral
Agent under the Security Agreement and (b) a true and correct list of all unpaid
intercompany transfers of goods sold and delivered by or to the Company or any
domestic Subsidiary of the Company as of __________________, 200[ ].

      13. Intellectual Property. (a) Except as listed on Schedule 13(a) attached
hereto and made a part hereof, Schedule 13(a) to the Prior Perfection
Certificate is a schedule setting forth all of the Company's and each of the
Company's Subsidiaries' Patents, Patent Licenses, Trademarks and Trademark
Licenses (each as defined in the Security Agreement), including the name of the
registered owner and the registration number and of each Patent, Patent License,
Trademark and Trademark License owned the Company and each of the Company's
Subsidiaries. Except as listed on Schedule 13(b) attached hereto and made a part
hereof, Schedule 13(b) to the Prior Perfection Certificate is a schedule setting
forth all of the Company's and each of the Company's Subsidiaries' Copyrights
and Copyright Licenses (each as defined in the Security Agreement), including
the name of the registered owner and the registration number of each Copyright
or Copyright License owned by the Company or any of the Company's Subsidiaries

      (b) Except as listed on Schedule 13(c) attached hereto and made a part
hereof, attached to the Prior Perfection Certificate as Schedule 13(c) in proper
form for filing with the United States Patent and Trademark Office is a Schedule
setting forth all of the Company's and each of the Company's Subsidiaries'
Patents and Trademarks registered with the United States Patent and Trademark
Office, including the name of the registered owner and the registration number
Patent and Trademark owned by the Company and each of the Company's
Subsidiaries. Except as listed on Schedule 13(d) attached hereto and made a part
hereof, attached to the Prior Perfection Certificate as Schedule 13(d) in proper

                                      -3-
<PAGE>

form for filing with the United States Copyright Office (as defined in the
Security Agreement) is a schedule setting forth all of the Company's and each of
the Company's Subsidiaries' United States Copyrights, including the name of the
registered owner and the registration number of each Copyright owned by the
Company or any of the Company's Subsidiaries.

      (c) Except as listed on Schedule 13(e) attached hereto and made a part
hereof, attached to the Prior Perfection Certificate as Schedule 13(e) in proper
form for filing with the United States Patent and Trademark Office are the
filings necessary to preserve, protect and perfect the security interests in the
Copyrights, Trademarks and Patents set forth on Schedule 13(c) and Schedule
13(d) hereto and thereto, including duly signed copies of each of the Patent
Security Agreement, Trademark Security Agreement and the Copyright Security
Agreement, as applicable.

      14. Commercial Tort Claims. Except as listed on Schedule 14 attached
hereto and made a part hereof, attached to the Prior Perfection Certificate as
Schedule 14 is a true and correct list of all Commercial Tort Claims (as defined
in the Security Agreement) held by the Company or any of the Company's
Subsidiaries, including a brief description thereof.

      15. Deposit Accounts, Securities Accounts and Commodity Accounts. Except
as listed on Schedule 15 attached hereto and made a part hereof, attached to the
Prior Perfection Certificate as Schedule 15 is a true and complete list of all
Deposit Accounts, Securities Accounts and Commodity Accounts (each as defined in
the Security Agreement) maintained by the Company and each of the Company's
Subsidiaries, including the name of each institution where each such account is
held, the name of each such account and the name of each entity that holds each
account.

      16. Letter-of-Credit Rights. Except as listed on Schedule 16 attached
hereto and made a part hereof, attached to the Prior Perfection Certificate as
Schedule 16 is a true and correct list of all Letters of Credit issued in favor
of the Company or any of the Company's Subsidiaries, as beneficiary thereunder

         [The remainder of this page has been intentionally left blank]

                                      -4-
<PAGE>

            IN WITNESS WHEREOF, we have hereunto signed this Perfection
Certificate Supplement as of this ____ day of ________________, 200[ ].

                                     SFBC INTERNATIONAL, INC.

                                     By:________________________________________
                                     Name:
                                     Title

                                     [EACH OF THE GUARANTORS]

                                     By:________________________________________

                                     Name:
                                     Title

<PAGE>

                                  SCHEDULE 1(a)

                                LEGAL NAMES, ETC.

<TABLE>
<CAPTION>
                               REGISTERED                       FEDERAL TAXPAYER
                              ORGANIZATION    ORGANIZATIONAL     IDENTIFICATION
LEGAL NAME   TYPE OF ENTITY     (YES/NO)         NUMBER(a)           NUMBER
----------   --------------   ------------    --------------    ----------------
<S>          <C>              <C>             <C>               <C>
----------   --------------   ------------    --------------    ----------------
----------   --------------   ------------    --------------    ----------------
----------   --------------   ------------    --------------    ----------------
</TABLE>

--------------
(a)   If none, so state.

<PAGE>

                                  SCHEDULE 1(b)

                           PRIOR ORGANIZATIONAL NAMES

<TABLE>
<CAPTION>
                                                              DATE OF
COMPANY/SUBSIDIARY                 PRIOR NAME                 CHANGE
------------------                 ----------                 -------
<S>                                <C>                        <C>
------------------                 ----------                 -------
------------------                 ----------                 -------
------------------                 ----------                 -------
------------------                 ----------                 -------
</TABLE>

<PAGE>

                                  SCHEDULE 1(c)

                   CHANGES IN CORPORATE IDENTITY; OTHER NAMES

<TABLE>
<CAPTION>
                                                                       LIST OF ALL OTHER
                                                                          NAMES USED
                       CORPORATE                DATE OF    STATE OF    DURING PAST FIVE
COMPANY/SUBSIDIARY   NAME OF ENTITY   ACTION    ACTION    FORMATION         YEARS
------------------   --------------   ------    -------   ---------    -----------------
<S>                  <C>              <C>       <C>       <C>          <C>
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
------------------   --------------   ------    -------   ---------    -----------------
</TABLE>

 [Add Information required by Section 1 to the extent required by Section 1(c)
                   of the Perfection Certificate Supplement]

<PAGE>

                                  SCHEDULE 2(a)

                             CHIEF EXECUTIVE OFFICES

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY           ADDRESS           COUNTY            STATE
------------------           -------           ------            -----
<S>                          <C>               <C>               <C>
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
</TABLE>

<PAGE>

                                  SCHEDULE 2(b)

                                LOCATION OF BOOKS

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY           ADDRESS           COUNTY            STATE
------------------           -------           ------            -----
<S>                          <C>               <C>               <C>
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
</TABLE>

<PAGE>

                                  SCHEDULE 2(c)

                            OTHER PLACES OF BUSINESS

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY           ADDRESS           COUNTY            STATE
------------------           -------           ------            -----
<S>                          <C>               <C>               <C>
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
</TABLE>

<PAGE>

                                  SCHEDULE 2(d)

                 ADDITIONAL LOCATIONS OF EQUIPMENT AND INVENTORY

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY           ADDRESS           COUNTY            STATE
------------------           -------           ------            -----
<S>                          <C>               <C>               <C>
------------------           -------           ------            -----
------------------           -------           ------            -----
------------------           -------           ------            -----
</TABLE>

<PAGE>

                                  SCHEDULE 2(e)

                    LOCATIONS OF COLLATERAL IN POSSESSION OF
                  PERSONS OTHER THAN COMPANY OR ANY SUBSIDIARY

<TABLE>
<CAPTION>
                         NAME OF ENTITY IN
                           POSSESSION OF
                       COLLATERAL/CAPACITY OF     ADDRESS/LOCATION OF
COMPANY/SUBSIDIARY          SUCH ENTITY                COLLATERAL           COUNTY        STATE
------------------     ----------------------     -------------------       ------        ------
<S>                    <C>                        <C>                       <C>           <C>
------------------     ----------------------     -------------------       ------        ------
------------------     ----------------------     -------------------       ------        ------
------------------     ----------------------     -------------------       ------        ------
------------------     ----------------------     -------------------       ------        ------
</TABLE>

<PAGE>

                                   SCHEDULE 3

           TRANSACTIONS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS

<TABLE>
<CAPTION>
                          DESCRIPTION OF TRANSACTION            DATE OF
COMPANY/SUBSIDIARY        INCLUDING PARTIES THERETO           TRANSACTION
------------------        --------------------------          -----------
<S>                       <C>                                 <C>
------------------        --------------------------          -----------
------------------        --------------------------          -----------
------------------        --------------------------          -----------
</TABLE>

<PAGE>

                                  SCHEDULE 4(a)

                               FILE SEARCH REPORTS

<TABLE>
<CAPTION>
COMPANY/SUBSIDIARY      SEARCH REPORT DATED       PREPARED BY       JURISDICTION
------------------      -------------------       -----------       ------------
<S>                     <C>                       <C>               <C>
------------------      -------------------       -----------       ------------
------------------      -------------------       -----------       ------------
------------------      -------------------       -----------       ------------
</TABLE>

SEE ATTACHED.

<PAGE>

                                  SCHEDULE 4(b)

                     COPIES OF REPORTED FINANCING STATEMENTS

SEE ATTACHED.

<PAGE>

                                   SCHEDULE 5

                    COPY OF FINANCING STATEMENTS TO BE FILED

SEE ATTACHED.

<PAGE>

                                   SCHEDULE 6

                             FILINGS/FILING OFFICES

<TABLE>
<CAPTION>
                                   APPLICABLE COLLATERAL
  TYPE                                    DOCUMENT
   OF                                MORTGAGE, SECURITY
FILING(a)        ENTITY              AGREEMENT OR OTHER            JURISDICTIONS
---------        ------            ----------------------          -------------
<S>              <C>               <C>                             <C>
---------        ------            ----------------------          -------------
---------        ------            ----------------------          -------------
---------        ------            ----------------------          -------------
---------        ------            ----------------------          -------------
</TABLE>

--------------
(a)   UCC-1 financing statement, fixture filing, mortgage, intellectual property
      filing or other necessary filing.

<PAGE>

                                   SCHEDULE 7

                                  REAL PROPERTY

<TABLE>
<CAPTION>
                                                                         DESCRIPTION OF
                                         OWNED OR    LANDLORD/OWNER          LEASE
ENTITY OF RECORD     LOCATION ADDRESS     LEASED       IF LEASED           DOCUMENTS
----------------     ----------------    --------    --------------      --------------
<S>                  <C>                 <C>         <C>                 <C>
----------------     ----------------    --------    --------------      --------------
----------------     ----------------    --------    --------------      --------------
----------------     ----------------    --------    --------------      --------------
----------------     ----------------    --------    --------------      --------------
----------------     ----------------    --------    --------------      --------------
----------------     ----------------    --------    --------------      --------------
----------------     ----------------    --------    --------------      --------------
</TABLE>

<PAGE>

                                  SCHEDULE 8(a)

ATTACHED HERETO IS A TRUE COPY OF EACH TERMINATION STATEMENT FILING DULY
ACKNOWLEDGED OR OTHERWISE IDENTIFIED BY THE FILING OFFICER.

<PAGE>

                                  SCHEDULE 8(b)

                          TERMINATION STATEMENT FILINGS

<TABLE>
<CAPTION>
                                                                          UCC-1
                                                               UCC-1      FILE
DEBTOR   JURISDICTION   SECURED PARTY   TYPE OF COLLATERAL   FILE DATE   NUMBER
------   ------------   -------------   ------------------   ---------   ------
<S>      <C>            <C>             <C>                  <C>         <C>
------   ------------   -------------   ------------------   ---------   ------
------   ------------   -------------   ------------------   ---------   ------
------   ------------   -------------   ------------------   ---------   ------
------   ------------   -------------   ------------------   ---------   ------
</TABLE>

<PAGE>

                                   SCHEDULE 9

    CHANGES FROM CIRCUMSTANCES DESCRIBED IN PERFECTION CERTIFICATE SUPPLEMENT

<PAGE>

                                   SCHEDULE 10

                   STOCK OWNERSHIP AND OTHER EQUITY INTERESTS

COMPANY/SUBSIDIARY: ______________

<TABLE>
<CAPTION>
CURRENT LEGAL                                                  NO.          PERCENT
ENTITIES OWNED     RECORD OWNER     CERTIFICATE NO.     SHARES/INTEREST     PLEDGED
--------------     ------------     ---------------     ---------------     -------
<S>                <C>              <C>                 <C>                 <C>
--------------     ------------     ---------------     ---------------     -------
--------------     ------------     ---------------     ---------------     -------
--------------     ------------     ---------------     ---------------     -------
--------------     ------------     ---------------     ---------------     -------
</TABLE>

<PAGE>

                                   SCHEDULE 11

                     INSTRUMENTS AND TANGIBLE CHATTEL PAPER

1.    Promissory Notes:

<TABLE>
<CAPTION>
             PRINCIPAL      DATE OF
ENTITY        AMOUNT        ISSUANCE       INTEREST RATE      MATURITY DATE
------       ---------      --------       -------------      -------------
<S>          <C>            <C>            <C>                <C>
------       ---------      --------       -------------      -------------
------       ---------      --------       -------------      -------------
------       ---------      --------       -------------      -------------
</TABLE>

2.    Chattel Paper:

<PAGE>

                                   SCHEDULE 12

                                    ADVANCES

<TABLE>
<CAPTION>
                                                DESCRIPTION AND DATE
                                                     OF UNPAID
DESCRIPTION AND                                     INTERCOMPANY
DATE OF ADVANCE         FROM         TO          TRANSFER OF GOODS       FROM      TO
---------------         ----         --         --------------------     ----      --
<S>                     <C>          <C>        <C>                      <C>       <C>
---------------         ----         --         --------------------     ----      --
---------------         ----         --         --------------------     ----      --
---------------         ----         --         --------------------     ----      --
</TABLE>

<PAGE>

                                 SCHEDULE 13(a)

                             PATENTS AND TRADEMARKS

PATENTS:
Registrations:

<TABLE>
<CAPTION>
              REGISTRATION
OWNER            NUMBER               COUNTRY           DESCRIPTION
-----         ------------            -------           -----------
<S>           <C>                     <C>               <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
              APPLICATION
OWNER            NUMBER               COUNTRY           DESCRIPTION
-----         -----------             -------           -----------
<S>           <C>                     <C>               <C>
</TABLE>

Licenses:

<TABLE>
<CAPTION>
                                                 REGISTRATION/
                                                  APPLICATION
LICENSEE        LICENSOR        COUNTRY             NUMBER         DESCRIPTION
--------        --------        -------          -------------    -------------
<S>             <C>             <C>              <C>              <C>
</TABLE>

TRADEMARKS:
Registrations:

<TABLE>
<CAPTION>
             REGISTRATION
OWNER           NUMBER           COUNTRY          TRADEMARK
-----        -------------       -------          ---------
<S>          <C>                 <C>              <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
              APPLICATION
OWNER           NUMBER            COUNTRY          TRADEMARK
-----        -------------        -------          ---------
<S>          <C>                  <C>              <C>
</TABLE>

Licenses:

<TABLE>
<CAPTION>
                                                REGISTRATION/
                                                APPLICATION
LICENSEE         LICENSOR         COUNTRY         NUMBER          TRADEMARK
--------         --------         -------       -------------     ---------
<S>              <C>              <C>           <C>               <C>
</TABLE>

<PAGE>

                                 SCHEDULE 13(b)

                                   COPYRIGHTS

Registrations:

<TABLE>
<CAPTION>
OWNER             COUNTRY           TITLE             REGISTRATION NUMBER
-----             -------           -----             -------------------
<S>               <C>               <C>               <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
OWNER                  COUNTRY                     APPLICATION NUMBER
-----                  -------                     ------------------
<S>                    <C>                         <C>
</TABLE>

Licenses:

<TABLE>
<CAPTION>
                                                REGISTRATION/
                                                APPLICATION
LICENSEE         LICENSOR         COUNTRY          NUMBER            DESCRIPTION
--------         --------         -------       -------------        -----------
<S>              <C>              <C>           <C>                  <C>
</TABLE>
<PAGE>

                                 SCHEDULE 13(c)

                             PATENTS AND TRADEMARKS

PATENTS:
Registrations:

<TABLE>
<CAPTION>
                       REGISTRATION
OWNER                     NUMBER                 DESCRIPTION
-----                  ------------              -----------
<S>                    <C>                       <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
                      APPLICATION
OWNER                    NUMBER                  DESCRIPTION
-----                  ------------              -----------
<S>                    <C>                       <C>
</TABLE>

TRADEMARKS:
Registrations:

<TABLE>
<CAPTION>
                       REGISTRATION
OWNER                     NUMBER                 TRADEMARK
-----                  ------------              ---------
<S>                    <C>                       <C>
</TABLE>

Applications:

<TABLE>
<CAPTION>
                       APPLICATION
OWNER                     NUMBER                 TRADEMARK
-----                  ------------              ---------
<S>                    <C>                       <C>
</TABLE>

<PAGE>

                                 SCHEDULE 13(d)

                                   COPYRIGHTS

<TABLE>
<CAPTION>
                       REGISTRATION
OWNER                     NUMBER                 TITLE
-----                  ------------              -----
<S>                    <C>                       <C>
</TABLE>

<PAGE>

                                 SCHEDULE 13(e)

                          INTELLECTUAL PROPERTY FILINGS

<PAGE>

                                   SCHEDULE 14

                             COMMERCIAL TORT CLAIMS

<PAGE>

                                   SCHEDULE 15

          DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITY ACCOUNTS

<TABLE>
<CAPTION>
                                            BANK OR                 ACCOUNT
OWNER          TYPE OF ACCOUNT            INTERMEDIARY              NUMBERS
-----          ---------------            ------------              -------
<S>            <C>                        <C>                       <C>
</TABLE>

<PAGE>

                                   SCHEDULE 16

                             LETTER OF CREDIT RIGHTS
<PAGE>
                                                                       EXHIBIT M
                                                             TO CREDIT AGREEMENT

================================================================================

                               SECURITY AGREEMENT

                                       by

                            SFBC INTERNATIONAL, INC.,
                                   as Borrower

                                       and

                           THE GUARANTORS PARTY HERETO

                                       and

                            UBS AG, STAMFORD BRANCH,
                               as Collateral Agent

                             ______________________

                          Dated as of December 22, 2004

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                    <C>
Article I DEFINITIONS AND INTERPRETATION
         Section 1.1.    Definitions.................................................................    2
         Section 1.2.    Interpretation..............................................................    8
         Section 1.3.    Resolution of Drafting Ambiguities..........................................    9
         Section 1.4.    Perfection Certificate......................................................    9

Article II GRANT OF SECURITY AND SECURED OBLIGATIONS
         Section 2.1.    Grant of Security Interest..................................................    9
         Section 2.2.    Filings.....................................................................   10

Article III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED
         COLLATERAL

         Section 3.1.    Delivery of Certificated Securities Collateral..............................   10
         Section 3.2.    Perfection of Uncertificated Securities Collateral..........................   11
         Section 3.3.    Financing Statements and Other Filings; Maintenance of Perfected Security
                         Interest ...................................................................   11
         Section 3.4.    Other Actions...............................................................   12
         Section 3.5.    Joinder of Additional Guarantors............................................   15
         Section 3.6.    Supplements; Further Assurances.............................................   15

Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS
         Section 4.1.    Title.......................................................................   16
         Section 4.2.    Validity of Security Interest...............................................   16
         Section 4.3.    Defense of Claims; Transferability of Pledged Collateral....................   16
         Section 4.4.    Other Financing Statements..................................................   17
         Section 4.5.    Chief Executive Office; Change of Name; Jurisdiction of Organization........   17
         Section 4.6.    Location of Inventory and Equipment.........................................   17
         Section 4.7.    Due Authorization and Issuance..............................................   17
         Section 4.8.    Consents, etc...............................................................   17
         Section 4.9.    Pledged Collateral..........................................................   18
         Section 4.10.   Insurance ..................................................................   18
         Section 4.11.   Payment of Taxes; Compliance with Laws; Contesting Liens; Claims ...........   18
         Section 4.12.   Access to Pledged Collateral, Books and Records; Other Information .........   18

Article V CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
         Section 5.1.    Pledge of Additional Securities Collateral .................................   19
         Section 5.2.    Voting Rights; Distributions; etc. .........................................   19
         Section 5.3.    Defaults, etc ..............................................................   20
         Section 5.4.    Certain Agreements of Pledgors As Issuers and Holders of Equity Interests ..   20

Article VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
         Section 6.1.    Grant of License ...........................................................   20
         Section 6.2.    Protection of Collateral Agent's Security ..................................   21
         Section 6.3.    After-Acquired Property ....................................................   21
         Section 6.4.    Litigation .................................................................   22
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                           <C>
Article VII CERTAIN PROVISIONS CONCERNING ACCOUNTS
          Section 7.1.   Maintenance of Records ...........................................................    22
          Section 7.2.   Legend ...........................................................................    22
          Section 7.3.   Modification of Terms, etc .......................................................    23
          Section 7.4.   Collection .......................................................................    23

Article VIII TRANSFERS
          Section 8.1.   Transfers of Pledged Collateral ..................................................    23

Article IX REMEDIES
          Section 9.1.   Remedies .........................................................................    23
          Section 9.2.   Notice of Sale ...................................................................    25
          Section 9.3.   Waiver of Notice and Claims ......................................................    25
          Section 9.4.   Certain Sales of Pledged Collateral. .............................................    25
          Section 9.5.   No Waiver; Cumulative Remedies. ..................................................    27
          Section 9.6.   Certain Additional Actions Regarding Intellectual Property .......................    27

Article X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;
          APPLICATION OF PROCEEDS
          Section 10.1.  Proceeds of Casualty Events and Collateral Dispositions ..........................    27
          Section 10.2.  Application of Proceeds ..........................................................    27

Article XI MISCELLANEOUS
          Section 11.1.  Concerning Collateral Agent. .....................................................    28
          Section 11.2.  Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact ........    28
          Section 11.3.  Continuing Security Interest; Assignment .........................................    29
          Section 11.4.  Termination; Release .............................................................    29
          Section 11.5.  Modification in Writing ..........................................................    29
          Section 11.6.  Notices ..........................................................................    30
          Section 11.7.  Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury
                         Trial ............................................................................    30
          Section 11.8.  Severability of Provisions .......................................................    30
          Section 11.9.  Execution in Counterparts ........................................................    30
          Section 11.10.    Business Days .................................................................    30
          Section 11.11.    Waiver of Stay ................................................................    30
          Section 11.12.    No Credit for Payment of Taxes or Imposition ..................................    30
          Section 11.13.    No Claims Against Collateral Agent ............................................    30
          Section 11.14.    No Release ....................................................................    31
          Section 11.15.    Obligations Absolute ..........................................................    31

EXHIBIT 1   Form of Issuer's Acknowledgment
EXHIBIT 2   Form of Securities Pledge Amendment
EXHIBIT 3   Form of Joinder Agreement
EXHIBIT 4   Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5   Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6   Form of Copyright Security Agreement
EXHIBIT 7   Form of Patent Security Agreement
EXHIBIT 8   Form of Trademark Security Agreement
EXHIBIT 9   Form of Bailee's Letter
</TABLE>

                                      -ii-
<PAGE>

                               SECURITY AGREEMENT

            SECURITY AGREEMENT dated as of December 22, 2004 (as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with the provisions hereof, the "AGREEMENT") made by SFBC
INTERNATIONAL, INC., a Delaware corporation (the "BORROWER") and THE GUARANTORS
LISTED ON THE SIGNATURE PAGES HERETO (the "ORIGINAL GUARANTORS") OR FROM TIME TO
TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "ADDITIONAL
GUARANTORS," and together with the Original Guarantors, the "GUARANTORS"), as
pledgors, assignors and debtors (the Borrower, together with the Guarantors, in
such capacities and together with any successors in such capacities, the
"PLEDGORS," and each, a "PLEDGOR"), in favor of UBS AG, STAMFORD BRANCH, in its
capacity as collateral agent pursuant to the Credit Agreement (as hereinafter
defined), as pledgee, assignee and secured party (in such capacities and
together with any successors in such capacities, the "COLLATERAL AGENT").

                               R E C I T A L S :

            A.    The Borrower, the Original Guarantors, the Collateral Agent
and the lending institutions listed therein (the "LENDERS") have, in connection
with the execution and delivery of this Agreement, entered into that certain
credit agreement, dated as of December 22, 2004 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT").

            B.    Each Original Guarantor has, pursuant to the Credit Agreement,
unconditionally guaranteed the Secured Obligations.

            C.    The Borrower and each Original Guarantor will receive
substantial benefits from the execution, delivery and performance of the
obligations under the Credit Agreement and the other Loan Documents and each is,
therefore, willing to enter into this Agreement.

            D.    Each Pledgor is or, as to Pledged Collateral (as hereinafter
defined) acquired by such Pledgor after the date hereof will be, the legal
and/or beneficial owner of the Pledged Collateral pledged by it hereunder.

            E.    This Agreement is given by each Pledgor in favor of the
Collateral Agent for the benefit of the Secured Parties (as hereinafter defined)
to secure the payment and performance of all of the Secured Obligations.

            F.    It is a condition to the obligations of the Lenders to make
the Loans under the Credit Agreement and a condition to the Issuing Bank issuing
Letters of Credit under the Credit Agreement that each Pledgor execute and
deliver the applicable Loan Documents, including this Agreement.

                               A G R E E M E N T :

            NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

<PAGE>

                                    ARTICLE I



                         DEFINITIONS AND INTERPRETATION

            Section 1.1. Definitions.

            (a)   Unless otherwise defined herein or in the Credit Agreement,
capitalized terms used herein that are defined in the UCC shall have the
meanings assigned to them in the UCC.

            (b)   Terms used but not otherwise defined herein that are defined
in the Credit Agreement shall have the meanings given to them in the Credit
Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein
mutatis mutandis.

            (c)   The following terms shall have the following meanings:

            "ACQUISITION DOCUMENT RIGHTS" shall mean, with respect to each
Pledgor, collectively, all of such Pledgor's rights, title and interest in, to
and under the Acquisition Documents, including (i) all rights and remedies
relating to monetary damages, including indemnification rights and remedies, and
claims for damages or other relief pursuant to or in respect of the Acquisition
Documents, (ii) all rights and remedies relating to monetary damages, including
indemnification rights and remedies, and claims for monetary damages under or in
respect of the agreements, documents and instruments referred to in the
Acquisition Documents or related thereto and (iii) all proceeds, collections,
recoveries and rights of subrogation with respect to the foregoing.

            "ADDITIONAL GUARANTORS" shall have the meaning assigned to such term
in the Preamble hereof.

            "ADDITIONAL PLEDGED INTERESTS" shall mean, collectively, with
respect to each Pledgor, (i) all options, warrants, rights, agreements,
additional membership, partnership or other equity interests of whatever class
of any issuer of Initial Pledged Interests or any interest in any such issuer,
together with all rights, privileges, authority and powers of such Pledgor
relating to such interests in each such issuer or under any Organizational
Document of any such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other equity
interests from time to time acquired by such Pledgor in any manner and (ii) all
membership, partnership or other equity interests, as applicable, of each
limited liability company, partnership or other entity (other than a
corporation) hereafter acquired or formed by such Pledgor and all options,
warrants, rights, agreements, additional membership, partnership or other equity
interests of whatever class of such limited liability company, partnership or
other entity, together with all rights, privileges, authority and powers of such
Pledgor relating to such interests or under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
membership, partnership or other equity interests and any and all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such membership, partnership or other interests, from time to time
acquired by such Pledgor in any manner.

            "ADDITIONAL PLEDGED SHARES" shall mean, collectively, with respect
to each Pledgor, (i) all options, warrants, rights, agreements, additional
shares of capital stock of whatever class of any issuer of the Initial Pledged
Shares or any other equity interest in any such issuer, together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests issued by any such issuer under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
interests and any and all interest of such Pledgor in the entries on the books
of any

                                      -2-
<PAGE>

financial intermediary pertaining to such interests, from time to time acquired
by such Pledgor in any manner and (ii) all the issued and outstanding shares of
capital stock of each corporation hereafter acquired or formed by such Pledgor
and all options, warrants, rights, agreements or additional shares of capital
stock of whatever class of such corporation, together with all rights,
privileges, authority and powers of such Pledgor relating to such shares or
under any Organizational Document of such corporation, and the certificates,
instruments and agreements representing such shares and any and all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such shares, from time to time acquired by such Pledgor in any
manner.

            "AGREEMENT" shall have the meaning assigned to such term in the
Preamble hereof.

            "BAILEE LETTER" shall be an agreement in form substantially similar
to Exhibit 9 annexed hereto.

            "BANK" shall mean each financial institution executing a Control
Agreement in favor of the Collateral Agent in accordance with Section 3.4(b).

            "BORROWER" shall have the meaning assigned to such term in the
Preamble hereof.

            "CLAIMS" shall mean any and all property and other taxes,
assessments and special assessments, levies, fees and all governmental charges
imposed upon or assessed against, and landlords', carriers', mechanics',
workmen's, repairmen's, laborers', materialmen's, suppliers' and warehousemen's
Liens and other claims arising by operation of law against, all or any portion
of the Pledged Collateral.

            "COLLATERAL ACCOUNT" shall mean a collateral account or sub-account
established and maintained in accordance with the provisions of Section 2.18(i)
of the Credit Agreement and all property from time to time on deposit in the
Collateral Account.

            "COLLATERAL AGENT" shall have the meaning assigned to such term in
the Preamble hereof.

            "COMMODITY ACCOUNT CONTROL AGREEMENT" shall mean a commodity account
control agreement in a form that is reasonably satisfactory to the
Administrative Agent.

            "CONTESTED LIENS" shall mean, collectively, any Liens incurred in
respect of any Claims to the extent that the amounts owing in respect thereof
are not yet delinquent or are being contested and otherwise comply with the
provisions of Section 4.11 hereof; provided, however, that such Liens shall in
all respects be subject and subordinate in priority to the Lien and security
interest created by this Agreement, except if and to the extent that the
Requirement of Law creating, permitting or authorizing such Lien provides that
such Lien must be superior to the Lien and security interest created and
evidenced hereby.

            "CONTRACTS" shall mean, collectively, with respect to each Pledgor,
all sale, service, performance, equipment or property lease contracts,
agreements and grants and all other contracts, agreements or grants (in each
case, whether written or oral, or third party or intercompany), between such
Pledgor and third parties, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof.

            "CONTROL" shall mean (i) in the case of each Deposit Account,
"control," as such term is defined in Section 9-104 of the UCC, and (ii) in the
case of any Security Entitlement, "control," as such term is defined in Section
8-106 of the UCC and (iii) in the case of any Commodity Contract, "control," as
such term is defined in Section 9-106 of the UCC.

                                      -3-

<PAGE>

            "CONTROL AGREEMENTS" shall mean, collectively, the Deposit Account
Control Agreement, the Securities Account Control Agreement and the Commodity
Account Control Agreement.

            "CONTROLLED ACCOUNT" shall mean, any Deposit Account, Securities
Account or Commodities Account subject to a Control Agreement.

            "COPYRIGHTS" shall mean, collectively, with respect to each
Pledgor, all copyrights (whether statutory or common law, whether established or
registered in the United States or any other country or any political
subdivision thereof, whether registered or unregistered and whether published or
unpublished) and all copyright registrations and applications made by such
Pledgor, in each case, whether now owned or hereafter created or acquired by or
assigned to such Pledgor, together with any and all (i) rights and privileges
arising under applicable law with respect to such Pledgor's use of such
copyrights, (ii) reissues, renewals, continuations and extensions thereof, (iii)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable with respect thereto, including damages and payments for past,
present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present or future
infringements thereof.

            "COPYRIGHT SECURITY AGREEMENT" shall mean an agreement
substantially in the form annexed hereto as Exhibit 6.

            "CREDIT AGREEMENT" shall have the meaning assigned to such term in
Recital A hereof.

            " DEPOSIT ACCOUNT CONTROL AGREEMENT" shall mean an agreement
substantially in the form annexed hereto as Exhibit 5 or such other form that is
reasonably satisfactory to the Collateral Agent.

            "DEPOSIT ACCOUNTS" shall mean, collectively, with respect to each
Pledgor, (i) all "deposit accounts" as such term is defined in the UCC and in
any event shall include the Collateral Account and all accounts and sub-accounts
relating to any of the foregoing account[s] and (ii) all cash, funds, checks,
notes and instruments from time to time on deposit in any of the accounts or
sub-accounts described in clause (i) of this definition.

            "DISTRIBUTIONS" shall mean, collectively, with respect to each
Pledgor, all dividends, cash, options, warrants, rights, instruments,
distributions, returns of capital or principal, income, interest, profits and
other property, interests (debt or equity) or proceeds, including as a result of
a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to
such Pledgor in respect of or in exchange for any or all of the Pledged
Securities or Intercompany Notes.

            "EXCLUDED PROPERTY" shall mean Special Property other than the
following:

            (a) the right to receive any payment of money (including Accounts,
      General Intangibles and Payment Intangibles) or any other rights referred
      to in Sections 9-406(f), 9-407(a) or 9-408(a) of the UCC to the extent
      that such sections of the UCC are effective to limit the prohibitions
      which make such property "Special Property"; and

            (b) any Proceeds, substitutions or replacements of any Special
      Property (unless such Proceeds, substitutions or replacements would
      constitute Special Property).

            "GENERAL INTANGIBLES" shall mean, collectively, with respect to each
Pledgor, all "general intangibles," as such term is defined in the UCC, of such
Pledgor and, in any event, shall include

                                      -4-

<PAGE>

(i) all of such Pledgor's rights, title and interest in, to and under all
insurance policies and Contracts, (ii) all know- how and warranties relating to
any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other
rights, claims, choses -in-action and causes of action of such Pledgor against
any other person and the benefits of any and all collateral or other security
given by any other person in connection therewith, (iv) all guarantees,
endorsements and indemnifications on, or of, any of the Pledged Collateral or
any of the Mortgaged Property, (v) all lists, books, records, correspondence,
ledgers, printouts, files (whether in printed form or stored electronically),
tapes and other papers or materials containing information relating to any of
the Pledged Collateral or any of the Mortgaged Property, including all customer
or tenant lists, identification of suppliers, data, plans, blueprints,
specifications, designs, drawings, appraisals, recorded knowledge, surveys,
studies, engineering reports, test reports, manuals, standards, processing
standards, performance standards, catalogs, research data, computer and
automatic machinery software and programs and the like, field repair data,
accounting information pertaining to such Pledgor's operations or any of the
Pledged Collateral or any of the Mortgaged Property and all media in which or on
which any of the information or knowledge or data or records may be recorded or
stored and all computer programs used for the compilation or printout of such
information, knowledge, records or data, (vi) all licenses, consents, permits,
variances, certifications, authorizations and approvals, however characterized,
of any Governmental Authority (or any person acting on behalf of a Governmental
Authority) now or hereafter acquired or held by such Pledgor pertaining to
operations now or hereafter conducted by such Pledgor or any of the Pledged
Collateral or any of the Mortgaged Property including building permits,
certificates of occupancy, environmental certificates, industrial permits or
licenses and certificates of operation and (vii) all rights to reserves,
deferred payments, deposits, refunds, indemnification of claims to the extent
the foregoing relate to any Pledged Collateral or Mortgaged Property and claims
for tax or other refunds against any Governmental Authority relating to any
Pledged Collateral or any of the Mortgaged Property.

            "GOODWILL" shall mean, collectively, with respect to each Pledgor,
the goodwill connected with such Pledgor's business including (i) all goodwill
connected with the use of and symbolized by any Trademark or Trademark License
in which such Pledgor has any interest, (ii) all know- how, trade secrets,
customer and supplier lists, proprietary information, inventions, methods,
procedures, formulae, descriptions, compositions, technical data, drawings,
specifications, name plates, catalogs, confidential information and the right to
limit the use or disclosure thereof by any person, pricing and cost information,
business and marketing plans and proposals, consulting agreements, engineering
contracts and such other assets which relate to such goodwill and (iii) all
product lines of such Pledgor's business.

            "GUARANTORS" shall have the meaning assigned to such term in the
Preamble hereof.

            "INITIAL PLEDGED INTERESTS" shall mean, with respect to each
Pledgor, all membership, partnership or other equity interests (other than in a
corporation), as applicable, of each issuer described in Schedule 10 annexed to
the Perfection Certificate, together with all rights, privileges, authority and
powers of such Pledgor in and to each such issuer or under any Organizational
Document of each such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other interests.

            "INITIAL PLEDGED SHARES" shall mean, collectively, with respect to
each Pledgor, the issued and outstanding shares of capital stock of each issuer
described in Schedule 10 annexed to the Perfection Certificate together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests in each such issuer or under any Organizational Document of each such
issuer, and the certificates, instruments and agreements representing such
shares of capital stock and any and all interest

                                      -5-

<PAGE>

of such Pledgor in the entries on the books of any financial intermediary
pertaining to the Initial Pledged Shares.

            "INSTRUMENTS" shall mean, collectively, with respect to each
Pledgor, all "instruments," as such term is defined in Article 9, rather than
Article 3, of the UCC, and shall include all promissory notes, drafts, bills of
exchange or acceptances.

            "INTELLECTUAL PROPERTY COLLATERAL" shall mean, collectively, the
Patents, Trademarks, Copyrights, Licenses and Goodwill.

            "INTERCOMPANY NOTES" shall mean, with respect to each Pledgor, all
intercompany notes described in Schedule 11 annexed to the Perfection
Certificate and intercompany notes hereafter acquired by such Pledgor and all
certificates, instruments or agreements evidencing such intercompany notes, and
all assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof to the extent permitted pursuant to the
terms hereof.

            "INVESTMENT PROPERTY" shall mean a security, whether certificated or
uncertificated, Security Entitlement, Securities Account, Commodity Contract or
Commodity Account, excluding, however, the Securities Collateral.

            "JOINDER AGREEMENT" shall mean an agreement substantially in the
form annexed hereto as Exhibit 3.

            "LENDERS" shall have the meaning assigned to such term in Recital A
hereof.

            "LICENSES" shall mean, collectively, with respect to each Pledgor,
all license and distribution agreements with, and covenants not to sue, any
other party with respect to any Patent, Trademark or Copyright or any other
patent, trademark or copyright, whether such Pledgor is a licensor or licensee,
distributor or distributee under any such license or distribution agreement,
together with any and all (i) renewals, extensions, supplements and
continuations thereof, (ii) income, fees, royalties, damages, claims and
payments now and hereafter due and/or payable thereunder and with respect
thereto including damages and payments for past, present or future infringements
or violations thereof, (iii) rights to sue for past, present and future
infringements or violations thereof and (iv) other rights to use, exploit or
practice any or all of the Patents, Trademarks or Copyrights or any other
patent, trademark or copyright.

            "MORTGAGED PROPERTY" shall have the meaning assigned to such term in
the Mortgages."

            ORIGINAL GUARANTORS" shall have the meaning assigned to such term in
the Preamble hereof.

            "PATENTS" shall mean, collectively, with respect to each Pledgor,
all patents issued or assigned to and all patent applications and registrations
made by such Pledgor (whether established or registered or recorded in the
United States or any other country or any political subdivision thereof),
together with any and all (i) rights and privileges arising under applicable law
with respect to such Pledgor's use of any patents, (ii) inventions and
improvements described and claimed therein, (iii) reissues, divisions,
continuations, renewals, extensions and continuations- in-part thereof, (iv)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable thereunder and with respect thereto including damages and
payments for past, present or future infringements thereof, (v) rights
corresponding thereto throughout the world and (vi) rights to sue for past,
present or future infringements thereof.

                                      -6-

<PAGE>

            "PATENT SECURITY AGREEMENT" shall mean an agreement substantially in
the form annexed hereto as Exhibit 7.

            "PERFECTION CERTIFICATE" shall mean that certain perfection
certificate dated December 22, 2004, executed and delivered by each Pledgor in
favor of the Collateral Agent for the benefit of the Secured Parties, and each
other Perfection Certificate (which shall be in form and substance reasonably
acceptable to the Collateral Agent) executed and delivered by the applicable
Guarantor in favor of the Collateral Agent for the benefit of the Secured
Parties contemporaneously with the execution and delivery of each Joinder
Agreement executed in accordance with Section 3.5 hereof, in each case, as the
same may be amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the Credit Agreement or upon the request of
the Collateral Agent.

            "PLEDGE AMENDMENT" shall have the meaning assigned to such term in
Section 5.1 hereof.

            "PLEDGED COLLATERAL" shall have the meaning assigned to such term in
Section 2.1 hereof.

            "PLEDGED INTERESTS" shall mean, collectively, the Initial Pledged
Interests and the Additional Pledged Interests; provided, however, that to the
extent applicable, Pledged Interests shall not include any interest which is not
required to be pledged pursuant to Section 5.11(b) of the Credit Agreement.

            "PLEDGED SECURITIES" shall mean, collectively, the Pledged
Interests, the Pledged Shares and the Successor Interests.

            "PLEDGED SHARES" shall mean, collectively, the Initial Pledged
Shares and the Additional Pledged Shares; provided, however, that Pledged Shares
shall not include any shares which are not required to be pledged pursuant to
Section 5.11(b) of the Credit Agreement.

            "PLEDGOR" shall have the meaning assigned to such term in the
Preamble hereof.

            "SECURED PARTIES" shall mean, collectively, the Administrative
Agent, the Collateral Agent, each other Agent, the Lenders and each party to a
Hedging Agreement relating to the Loans if at the date of entering into such
Hedging Agreement such person was a Lender or an Affiliate of a Lender and such
person executes and delivers to the Administrative Agent a letter agreement in
form and substance acceptable to the Administrative Agent pursuant to which such
person (i) appoints the Collateral Agent as its agent under the applicable Loan
Documents and (ii) agrees to be bound by the provisions of Section 9.03 of the
Credit Agreement.

            "SECURITIES ACCOUNT CONTROL AGREEMENT" shall mean an agreement
substantially in the form annexed hereto as Exhibit 4 or such other form that is
reasonably satisfactory to the Collateral Agent.

            "SECURITIES COLLATERAL" shall mean, collectively, the Pledged
Securities, the Intercompany Notes and the Distributions.

            "SPECIAL PROPERTY" shall mean:

            (a) any permit, lease or license held by any Pledgor that validly
      prohibits the creation by such Pledgor of a security interest therein;

                                      -7-

<PAGE>

            (b) any permit, lease or license held by any Pledgor to the extent
      that any Requirement of Law applicable thereto prohibits the creation of a
      security interest therein; and

            (c) Equipment owned by any Pledgor on the date hereof or hereafter
      acquired that is subject to a Lien securing a Purchase Money Obligation or
      Capital Lease Obligation permitted to be incurred pursuant to the
      provisions of the Credit Agreement if the contract or other agreement in
      which such Lien is granted (or the documentation providing for such
      Purchase Money Obligation or Capital Lease Obligation) validly prohibits
      the creation of any other Lien on such Equipment;

provided, however, that in each case described in clauses (a), (b) and (c) of
this definition, such property shall constitute "Special Property" only to the
extent and for so long as such permit, lease, license, contract or other
agreement or Requirement of Law applicable thereto validly prohibits the
creation of a Lien on such property in favor of the Collateral Agent and, upon
the termination of such prohibition (howsoever occurring), such property shall
cease to constitute "Special Property."

            "SUCCESSOR INTERESTS" shall mean, collectively, with respect to each
Pledgor, all shares of each class of the capital stock of the successor
corporation or interests or certificates of the successor limited liability
company, partnership or other entity owned by such Pledgor (unless such
successor is such Pledgor itself) formed by or resulting from any consolidation
or merger in which any person listed in Schedule 1(a) annexed to the Perfection
Certificate is not the surviving entity; provided, however, that to the extent
applicable, Successor Interest shall not include any shares or interests which
are not required to be pledged pursuant to Section 5.11(b) of the Credit
Agreement.

            "TRADEMARKS" shall mean, collectively, with respect to each Pledgor,
all trademarks (including service marks), slogans, logos, certification marks,
trade dress, uniform resource locations (URL's), domain names, corporate names
and trade names, whether registered or unregistered, owned by or assigned to
such Pledgor and all registrations and applications for the foregoing (whether
statutory or common law and whether established or registered in the United
States or any other country or any political subdivision thereof), together with
any and all (i) rights and privileges arising under applicable law with respect
to such Pledgor's use of any trademarks, (ii) reissues, continuations,
extensions and renewals thereof, (iii) income, fees, royalties, damages and
payments now and hereafter due and/or payable thereunder and with respect
thereto, including damages, claims and payments for past, present or future
infringements thereof, (iv) rights corresponding thereto throughout the world
and (v) rights to sue for past, present and future infringements thereof.

            "TRADEMARK SECURITY AGREEMENT" shall mean an agreement substantially
in the form annexed hereto as Exhibit 8.

            "UCC" shall mean the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided, however, that if by reason of
mandatory provisions of law, any or all of the attachment, perfection or
priority of the Collateral Agent's and the Secured Parties' security interest in
any item or portion of the Pledged Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term "UCC" shall mean the Uniform Commercial Code as in effect on the date
hereof in such other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of definitions
relating to such provisions.

            Section 1.2. Interpretation. The rules of interpretation specified
in the Credit Agreement (including Section 1.03 thereof) shall be applicable to
this Agreement.

                                      -8-

<PAGE>

            Section 1.3. Resolution of Drafting Ambiguities. Each Pledgor
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery hereof, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., the Collateral Agent) shall not be employed in the
interpretation hereof.

            Section 1.4. Perfection Certificate. The Collateral Agent and each
Secured Party agree that the Perfection Certificate and all descriptions of
Pledged Collateral, schedules, amendments and supplements thereto are and shall
at all times remain a part of this Agreement.

                                   ARTICLE II

                    GRANT OF SECURITY AND SECURED OBLIGATIONS

            Section 2.1. Grant of Security Interest. As collateral security for
the payment and performance in full of all the Secured Obligations, each Pledgor
hereby pledges and grants to the Collateral Agent for the benefit of the Secured
Parties, a lien on and security interest in and to all of the right, title and
interest of such Pledgor in, to and under the following property, wherever
located, whether now existing or hereafter arising or acquired from time to time
(collectively, the "PLEDGED COLLATERAL"):

            (i)    all Accounts;

            (ii)   all Equipment, Goods, Inventory and Fixtures;

            (iii)  all Documents, Instruments and Chattel Paper;

            (iv)   all Letters of Credit and Letter-of-Credit Rights;

            (v)    all Securities Collateral;

            (vi)   all Collateral Accounts;

            (vii)  all Investment Property;

            (viii) all Intellectual Property Collateral;

            (ix)   the Commercial Tort Claims described on Schedule 14 to the
                   Perfection Certificate;

            (x)    all General Intangibles;

            (xi)   all Deposit Accounts;

            (xii)  all Acquisition Documents and Acquisition Document Rights;

            (xiii) all Supporting Obligations;

            (xiv)  all books and records relating to the Pledged Collateral; and

            (xv)   to the extent not covered by clauses (i) through (xiv)  of
                   this sentence, all other personal property of such Pledgor,
                   whether tangible or intangible and all Proceeds and products
                   of each of the foregoing and all accessions to,

                                      -9-

<PAGE>

                   substitutions and replacements for, and rents, profits and
                   products of, each of the foregoing, any and all Proceeds of
                   any insurance, indemnity, warranty or guaranty payable to
                   such Pledgor from time to time with respect to any of the
                   foregoing.

            Notwithstanding anything to the contrary contained in clauses (i)
through (xv) above, the security interest created by this Agreement shall not
extend to, and the term "Pledged Collateral" shall not include, any Excluded
Property and (i) the Pledgors shall from time to time at the request of the
Collateral Agent give written notice to the Collateral Agent identifying in
reasonable detail the Special Property (and stating in such notice that such
Special Property constitutes "EXCLUDED PROPERTY") and shall provide to the
Collateral Agent such other information regarding the Special Property as the
Collateral Agent may reasonably request and (ii) from and after the Closing
Date, no Pledgor shall permit to become effective in any document creating,
governing or providing for any permit, lease or license, a provision that would
prohibit the creation of a Lien on such permit, lease or license in favor of the
Collateral Agent unless such Pledgor believes, in its reasonable judgment, that
such prohibition is usual and customary in transactions of such type.

            Section 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes
the Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) and
amendments thereto that contain the information required by Article 9 of the
Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment relating to the Pledged Collateral, including
(i) whether such Pledgor is an organization, the type of organization and any
organizational identification number issued to such Pledgor, (ii) any financing
or continuation statements or other documents without the signature of such
Pledgor where permitted by law, including the filing of a financing statement
describing the Pledged Collateral as "all personal property" and (iii) in the
case of a financing statement filed as a fixture filing or covering Pledged
Collateral constituting minerals or the like to be extracted or timber to be
cut, a sufficient description of the real property to which such Pledged
Collateral relates. Each Pledgor agrees to provide all information described in
the immediately preceding sentence to the Collateral Agent promptly upon
request.

            (b) Each Pledgor hereby ratifies its authorization for the
Collateral Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto relating to the Pledged Collateral if filed
prior to the date hereof.

            (c) Each Pledgor hereby further authorizes the Collateral Agent to
file filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country), including this Agreement, the Copyright Security Agreement, the Patent
Security Agreement and the Trademark Security Agreement, or other documents for
the purpose of perfecting, confirming, continuing, enforcing or protecting the
security interest granted by such Pledgor hereunder, without the signature of
such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as
secured party.

                                   ARTICLE III

                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                            USE OF PLEDGED COLLATERAL

            Section 3.1. Delivery of Certificated Securities Collateral. Each
Pledgor represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date
hereof have been delivered to the Collateral Agent in suitable form for

                                      -10-

<PAGE>

transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and that the Collateral Agent has a perfected first priority
security interest therein. Each Pledgor hereby agrees that all certificates,
agreements or instruments representing or evidencing Securities Collateral
acquired by such Pledgor after the date hereof shall immediately upon receipt
thereof by such Pledgor be delivered to and held by or on behalf of the
Collateral Agent pursuant hereto. All certificated Securities Collateral shall
be in suitable form for transfer by delivery or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent. The Collateral Agent shall have
the right, at any time upon the occurrence and during the continuance of any
Event of Default, to endorse, assign or otherwise transfer to or to register in
the name of the Collateral Agent or any of its nominees or endorse for
negotiation any or all of the Securities Collateral, without any indication that
such Securities Collateral is subject to the security interest hereunder. In
addition, upon the occurrence and during the continuance of an Event of Default,
the Collateral Agent shall have the right at any time to exchange certificates
representing or evidencing Securities Collateral for certificates of smaller or
larger denominations.

            Section 3.2. Perfection of Uncertificated Securities Collateral.
Each Pledgor represents and warrants that the Collateral Agent has a perfected
first priority security interest in all uncertificated Pledged Securities
pledged by it hereunder that is in existence on the date hereof. Each Pledgor
hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to
the extent permitted by applicable law (i) if necessary or desirable to perfect
a security interest in such Pledged Securities, cause such pledge to be recorded
on the equityholder register or the books of the issuer, cause the issuer to
execute and deliver to the Collateral Agent an acknowledgment of the pledge of
such Pledged Securities substantially in the form of Exhibit 1 annexed hereto,
execute any customary pledge forms or other documents necessary or appropriate
to complete the pledge and give the Collateral Agent the right to transfer such
Pledged Securities under the terms hereof and, upon reasonable request, provide
to the Collateral Agent an opinion of counsel, in form and substance reasonably
satisfactory to the Collateral Agent, confirming such pledge and perfection
thereof and (ii) use its commercially reasonable efforts to cause such Pledged
Securities to become certificated and delivered to the Collateral Agent in
accordance with the provisions of Section 3.1.

            Section 3.3. Financing Statements and Other Filings; Maintenance of
Perfected Security Interest. Each Pledgor represents and warrants that all
filings necessary to perfect the security interest granted by it to the
Collateral Agent in respect of the Pledged Collateral have been delivered to the
Collateral Agent in completed and, to the extent necessary or appropriate, duly
executed form for filing in each governmental, municipal or other office
specified in Schedule 6 annexed to the Perfection Certificate. Each Pledgor
agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will
maintain the security interest created by this Agreement in the Pledged
Collateral as a perfected first priority security interest and shall defend such
security interest against the claims and demands of all persons except Permitted
Collateral Liens, (ii) such Pledgor shall furnish to the Collateral Agent from
time to time statements and schedules further identifying and describing the
Pledged Collateral and such other reports in connection with the Pledged
Collateral as the Collateral Agent may reasonably request, all in reasonable
detail and (iii) at any time and from time to time, upon the written request of
the Collateral Agent, such Pledgor shall promptly and duly execute and deliver,
and file and have recorded, such further instruments and documents and take such
further action as the Collateral Agent may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and the rights and
powers herein granted, including the filing of any financing statements,
continuation statements and other documents (including this Agreement) under the
Uniform Commercial Code (or other similar laws) in effect in any jurisdiction
with respect to the security interest created hereby and the execution and
delivery of Control Agreements, all in form reasonably satisfactory to the
Collateral Agent and in such offices (including the United States Patent and
Trademark Office and the United States Copyright Office) wherever required by
law to perfect, continue and maintain a valid, enforceable, first priority
security

                                      -11-

<PAGE>

interest in the Pledged Collateral as provided herein and to preserve the other
rights and interests granted to the Collateral Agent hereunder, as against third
parties, with respect to the Pledged Collateral.

            Section 3.4. Other Actions. In order to further insure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the Collateral Agent's security interest in the Pledged Collateral,
each Pledgor represents and warrants (as to itself) as follows and agrees, in
each case at such Pledgor's own expense, to take the following actions with
respect to the following Pledged Collateral:

            (a) Instruments and Tangible Chattel Paper. (i) No amounts payable
      under or in connection with any of the Pledged Collateral are evidenced by
      any Instrument or Tangible Chattel Paper other than such Instruments and
      Tangible Chattel Paper listed in Schedule 11 annexed to the Perfection
      Certificate and (ii) each Instrument and each item of Tangible Chattel
      Paper listed in Schedule 11 annexed to the Perfection Certificate has been
      properly endorsed, assigned and delivered to the Collateral Agent,
      accompanied by instruments of transfer or assignment duly executed in
      blank. If any amount then payable under or in connection with any of the
      Pledged Collateral shall be evidenced by any Instrument or Tangible
      Chattel Paper, and such amount, together with all amounts payable
      evidenced by any Instrument or Tangible Chattel Paper not previously
      delivered to the Collateral Agent exceeds $500,000 in the aggregate for
      all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel
      Paper shall forthwith endorse, assign and deliver the same to the
      Collateral Agent, accompanied by such instruments of transfer or
      assignment duly executed in blank as the Collateral Agent may from time to
      time specify.

            (b) Deposit Accounts. (i) Each Pledgor has neither opened nor
      maintains any Deposit Accounts other than the accounts listed in Schedule
      15 annexed to the Perfection Certificate and (ii) the Collateral Agent has
      a perfected first priority security interest in each Deposit Account
      listed in Schedule 15 annexed to the Perfection Certificate by Control. No
      Pledgor shall hereafter establish and maintain any Deposit Account unless
      (1) the applicable Pledgor shall have given the Collateral Agent 30 days'
      prior written notice of its intention to establish such new Deposit
      Account with a Bank, (2) such Bank shall be reasonably acceptable to the
      Collateral Agent and (3) such Bank and such Pledgor shall have duly
      executed and delivered to the Collateral Agent a Deposit Account Control
      Agreement with respect to such Deposit Account, provided that, Pledgors
      shall not be required to deliver Control Agreements with respect to the
      Deposit Account established at Commercial Bank (Account No. 9041009266)
      and any petty cash account if the aggregate amount of deposits in all such
      Deposit Accounts does not exceed $1.0 million at any one time outstanding.
      Each Pledgor agrees that at the time it establishes any additional Deposit
      Accounts it shall enter into a duly authorized, executed and delivered
      Deposit Account Control Agreement with respect to such Deposit Account.
      The Collateral Agent agrees with each Pledgor that the Collateral Agent
      shall not give any instructions directing the disposition of funds from
      time to time credited to any Deposit Account or withhold any withdrawal
      rights from such Pledgor with respect to funds from time to time credited
      to any Deposit Account unless an Event of Default has occurred and is
      continuing. The provisions of this Section 3.4(b) shall not apply to the
      Collateral Account or to any other Deposit Accounts for which the
      Collateral Agent is the Bank. No Pledgor shall grant Control of any
      Deposit Account to any person other than the Collateral Agent.

            (c) Investment Property. (i) Each Pledgor (1) has no Securities
      Accounts or Commodity Accounts other than those listed in Schedule 15
      annexed to the Perfection Certificate and the Collateral Agent has a
      perfected first priority security interest in such Securities Accounts and
      Commodity Accounts by Control, (2) does not hold, own or have any interest
      in any

                                      -12-

<PAGE>

      certificated securities or uncertificated securities other than those
      constituting Pledged Securities and those maintained in Securities
      Accounts or Commodity Accounts listed in Schedule 15 annexed to the
      Perfection Certificate and (3) as of the date hereof, has entered into a
      duly authorized, executed and delivered Securities Account Control
      Agreement or a Commodity Account Control Agreement with respect to each
      Securities Account or Commodity Account listed in Schedule 15 annexed to
      the Perfection Certificate, as applicable.

            (ii) If any Pledgor shall at any time hold or acquire any
      certificated securities constituting Investment Property, such Pledgor
      shall promptly (a) endorse, assign and deliver the same to the Collateral
      Agent, accompanied by such instruments of transfer or assignment duly
      executed in blank, all in form and substance reasonably satisfactory to
      the Collateral Agent or (b) deliver such securities into a Securities
      Account with respect to which a Control Agreement is in effect in favor of
      the Collateral Agent. If any securities now or hereafter acquired by any
      Pledgor constituting Investment Property are uncertificated and are issued
      to such Pledgor or its nominee directly by the issuer thereof, such
      Pledgor shall promptly notify the Collateral Agent thereof and pursuant to
      an agreement in form and substance satisfactory to the Collateral Agent,
      either (A) cause the issuer to agree to comply with instructions from the
      Collateral Agent as to such securities, without further consent of any
      Pledgor or such nominee, (B) cause a Security Entitlement with respect to
      such uncertificated security to be held in a Securities Account with
      respect to which the Collateral Agent has Control or (C) arrange for the
      Collateral Agent to become the registered owner of the securities. Pledgor
      shall not hereafter establish and maintain any Securities Account or
      Commodity Account with any Securities Intermediary or Commodity
      Intermediary unless (1) the applicable Pledgor shall have given the
      Collateral Agent 30 days' prior written notice of its intention to
      establish such new Securities Account or Commodity Account with such
      Securities Intermediary or Commodity Intermediary, (2) such Securities
      Intermediary or Commodity Intermediary shall be reasonably acceptable to
      the Collateral Agent and (3) such Securities Intermediary or Commodity
      Intermediary, as the case may be, and such Pledgor shall have duly
      executed and delivered a Control Agreement with respect to such Securities
      Account or Commodity Account, as the case may be. Each Pledgor shall
      accept any cash and Investment Property in trust for the benefit of the
      Collateral Agent and within one Business Day of actual receipt thereof,
      deposit any cash or Investment Property and any new securities,
      instruments, documents or other property by reason of ownership of the
      Investment Property (other than payments of a kind described in Section
      7.4 hereof) received by it into a Controlled Account. The Collateral Agent
      agrees with each Pledgor that the Collateral Agent shall not give any
      Entitlement Orders or instructions or directions to any issuer of
      uncertificated securities, Securities Intermediary or Commodity
      Intermediary, and shall not withhold its consent to the exercise of any
      withdrawal or dealing rights by such Pledgor, unless an Event of Default
      has occurred and is continuing, or, after giving effect to any such
      investment and withdrawal rights would occur. The provisions of this
      Section 3.4(c) shall not apply to any Financial Assets credited to a
      Securities Account for which the Collateral Agent is the Securities
      Intermediary. No Pledgor shall grant control over any Investment Property
      to any person other than the Collateral Agent.

            (iii) As between the Collateral Agent and the Pledgors, the Pledgors
      shall bear the investment risk with respect to the Investment Property and
      Pledged Securities, and the risk of loss of, damage to, or the destruction
      of the Investment Property and Pledged Securities, whether in the
      possession of, or maintained as a security entitlement or deposit by, or
      subject to the control of, the Collateral Agent, a Securities
      Intermediary, Commodity Intermediary, any Pledgor or any other person;
      provided, however, that nothing contained in this Section 3.4(c) shall
      release or relieve any Securities Intermediary or Commodity Intermediary
      of its duties and obligations to the Pledgors or any other person under
      any Control Agreement or under applicable law. Each

                                      -13-

<PAGE>

      Pledgor shall promptly pay all Claims and fees of whatever kind or nature
      with respect to the Investment Property and Pledged Securities pledged by
      it under this Agreement. In the event any Pledgor shall fail to make such
      payment contemplated in the immediately preceding sentence, the Collateral
      Agent may do so for the account of such Pledgor and the Pledgors shall
      promptly reimburse and indemnify the Collateral Agent from all costs and
      expenses incurred by the Collateral Agent under this Section 3.4(c) in
      accordance with Section 11.03 of the Credit Agreement.

            (d) Electronic Chattel Paper and Transferable Records. No amount
      under or in connection with any of the Pledged Collateral is evidenced by
      any Electronic Chattel Paper or any "transferable record" (as that term is
      defined in Section 201 of the Federal Electronic Signatures in Global and
      National Commerce Act, or in Section 16 of the Uniform Electronic
      Transactions Act as in effect in any relevant jurisdiction) other than
      such Electronic Chattel Paper and transferable records listed in Schedule
      11 annexed to the Perfection Certificate. If any amount payable under or
      in connection with any of the Pledged Collateral shall be evidenced by any
      Electronic Chattel Paper or any transferable record, the Pledgor acquiring
      such Electronic Chattel Paper or transferable record shall promptly notify
      the Collateral Agent thereof and shall take such action as the Collateral
      Agent may reasonably request to vest in the Collateral Agent control under
      UCC Section 9-105 of such Electronic Chattel Paper or control under
      Section 201 of the Federal Electronic Signatures in Global and National
      Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
      Transactions Act, as so in effect in such jurisdiction, of such
      transferable record. The requirement in the preceding sentence shall apply
      to the extent that such amount, together with all amounts payable
      evidenced by Electronic Chattel Paper or any transferable record in which
      the Collateral Agent has not been vested control within the meaning of the
      statutes described in this sentence exceeds $500,000 in the aggregate for
      all Pledgors. The Collateral Agent agrees with such Pledgor that the
      Collateral Agent will arrange, pursuant to procedures satisfactory to the
      Collateral Agent and so long as such procedures will not result in the
      Collateral Agent's loss of control, for the Pledgor to make alterations to
      the Electronic Chattel Paper or transferable record permitted under UCC
      Section 9-105 or, as the case may be, Section 201 of the Federal
      Electronic Signatures in Global and National Commerce Act or Section 16 of
      the Uniform Electronic Transactions Act for a party in control to allow
      without loss of control, unless an Event of Default has occurred and is
      continuing or would occur after taking into account any action by such
      Pledgor with respect to such Electronic Chattel Paper or transferable
      record.

            (e) Letter-of-Credit Rights. If any Pledgor is at any time a
      beneficiary under a Letter of Credit now or hereafter issued in favor of
      such Pledgor, other than a Letter of Credit issued pursuant to the Credit
      Agreement, such Pledgor shall promptly notify the Collateral Agent thereof
      and such Pledgor shall, at the request of the Collateral Agent, pursuant
      to an agreement in form and substance reasonably satisfactory to the
      Collateral Agent, either (i) arrange for the issuer and any confirmer of
      such Letter of Credit to consent to an assignment to the Collateral Agent
      of the proceeds of any drawing under the Letter of Credit or (ii) arrange
      for the Collateral Agent to become the transferee beneficiary of such
      Letter of Credit, with the Collateral Agent agreeing, in each case, that
      the proceeds of any drawing under the Letter of Credit are to be applied
      as provided in the Credit Agreement. The actions in the preceding sentence
      shall be taken to the extent that the amount under such Letter of Credit,
      together with all amounts under Letters of Credit for which the actions
      described above in clause (i) and (ii) have not been taken, exceeds
      $500,000 in the aggregate for all Pledgors.

            (f) Commercial Tort Claims. As of the date hereof each Pledgor
      hereby represents and warrants that it holds no Commercial Tort Claims
      other than those listed in Schedule 14

                                      -14-

<PAGE>

      annexed to the Perfection Certificate. If any Pledgor shall at any time
      hold or acquire a Commercial Tort Claim having a value together with all
      other Commercial Tort Claims of all Pledgors in which the Collateral Agent
      does not have a security interest in excess of $500,000 in the aggregate,
      such Pledgor shall immediately notify the Collateral Agent in writing
      signed by such Pledgor of the brief details thereof and grant to the
      Collateral Agent in such writing a security interest therein and in the
      Proceeds thereof, all upon the terms of this Agreement, with such writing
      to be in form and substance reasonably satisfactory to the Collateral
      Agent.

            (g) Landlord's Access Agreements/Bailee Letters. Each Pledgor shall
      use its commercially reasonable efforts to obtain as soon as practicable
      after the date hereof with respect to each location set forth in Schedule
      4.01(p)(vi) annexed to the Credit Agreement, where such Pledgor maintains
      Pledged Collateral, a Bailee Letter and/or Landlord Access Agreement, as
      applicable, and use commercially reasonable efforts to obtain a Bailee
      Letter, Landlord Access Agreement and/or landlord's lien waiver, as
      applicable, from all such bailees and landlords, as applicable, who from
      time to time have possession of Pledged Collateral in the ordinary course
      of such Pledgor's business and if reasonably requested by the Collateral
      Agent. A waiver of bailee's lien shall not be required if the value of the
      Pledged Collateral held by such bailee is less then $10,000, provided that
      the aggregate value of the Pledged Collateral held by all bailees who have
      not delivered a Bailee Letter is less than $200,000 in the aggregate.

            (h) Motor Vehicles. Upon the request of the Collateral Agent, each
      Pledgor shall deliver to the Collateral Agent originals of the
      certificates of title or ownership for the motor vehicles (and any other
      Equipment covered by Certificates of Title or ownership) owned by it with
      the Collateral Agent listed as lienholder therein. Such requirement shall
      apply to the Pledgors if any such motor vehicle (or any such other
      Equipment) is valued at over $50,000, provided that the value of all such
      motor vehicles (and such Equipment) as to which any Pledgor has not
      delivered a Certificate of Title or ownership is over $500,000.

            Section 3.5. Joinder of Additional Guarantors. The Pledgors shall
cause each Subsidiary of the Borrower which, from time to time, after the date
hereof shall be required to pledge any assets to the Collateral Agent for the
benefit of the Secured Parties pursuant to the provisions of the Credit
Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder
Agreement substantially in the form of Exhibit 3 annexed hereto within 30
Business Days on which it was acquired or created and (ii) a Perfection
Certificate, in each case, within 30 Business Days of the date on which it was
acquired or created or (b) in the case of a Subsidiary organized outside of the
United States required to pledge any assets to the Collateral Agent, execute and
deliver such documentation as the Collateral Agent shall reasonably request and,
in each case, upon such execution and delivery, such Subsidiary shall constitute
a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and
effect as if originally named as a Guarantor and Pledgor herein. The execution
and delivery of such Joinder Agreement shall not require the consent of any
Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new
Guarantor and Pledgor as a party to this Agreement.

            Section 3.6. Supplements; Further Assurances. Each Pledgor shall
take such further actions, and to execute and deliver to the Collateral Agent
such additional assignments, agreements, supplements, powers and instruments, as
the Collateral Agent may in its reasonable judgment deem necessary or
appropriate, wherever required by law, in order to perfect, preserve and protect
the security interest in the Pledged Collateral as provided herein and the
rights and interests granted to the Collateral Agent hereunder, to carry into
effect the purposes hereof or better to assure and confirm unto the Collateral
Agent the Pledged Collateral or permit the Collateral Agent to exercise and
enforce its rights, powers and remedies hereunder with respect to any Pledged
Collateral. Without limiting the generality of

                                      -15-

<PAGE>

the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or
refile and/or deliver to the Collateral Agent from time to time upon reasonable
request such lists, descriptions and designations of the Pledged Collateral,
copies of warehouse receipts, receipts in the nature of warehouse receipts,
bills of lading, documents of title, vouchers, invoices, schedules, confirmatory
assignments, supplements, additional security agreements, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other assurances or instruments as the Collateral Agent shall reasonably
request. If an Event of Default has occurred and is continuing, the Collateral
Agent may institute and maintain, in its own name or in the name of any Pledgor,
such suits and proceedings as the Collateral Agent may be advised by counsel
shall be necessary or expedient to prevent any impairment of the security
interest in or the perfection thereof in the Pledged Collateral. All of the
foregoing shall be at the sole cost and expense of the Pledgors.

                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

            Each Pledgor represents, warrants and covenants as follows:

            Section 4.1. Title. Except for the security interest granted to the
Collateral Agent for the ratable benefit of the Secured Parties pursuant to this
Agreement and Permitted Liens, such Pledgor owns and, as to Pledged Collateral
acquired by it from time to time after the date hereof, will own the rights in
each item of Pledged Collateral pledged by it hereunder free and clear of any
and all Liens or claims of others other than Permitted Collateral Liens. In
addition, no Liens or claims exist on the Securities Collateral, other than as
permitted by Section 6.02 of the Credit Agreement. Such Pledgor has not filed,
nor authorized any third party to file a financing statement or other public
notice with respect to all or any part of the Pledged Collateral on file or of
record in any public office, except such as have been filed in favor of the
Collateral Agent pursuant to this Agreement or as are permitted by the Credit
Agreement or financing statements or public notices relating to the termination
statements listed on Schedule 8 to the Perfection Certificate. No person other
than the Collateral Agent has control or possession of all or any part of the
Pledged Collateral, except as permitted by the Credit Agreement.

            Section 4.2. Validity of Security Interest. The security interest in
and Lien on the Pledged Collateral granted to the Collateral Agent for the
benefit of the Secured Parties hereunder constitutes (a) a legal and valid
security interest in all the Pledged Collateral securing the payment and
performance of the Secured Obligations, and (b) subject to the filings and other
actions described in Schedule 6 annexed to the Perfection Certificate, a
perfected security interest in all the Pledged Collateral. The security interest
and Lien granted to the Collateral Agent for the benefit of the Secured Parties
pursuant to this Agreement in and on the Pledged Collateral will at all times
constitute a perfected, continuing security interest therein prior to all other
Liens on the Pledged Collateral in existence on the date hereof except for
Permitted Collateral Liens (in the case of Pledged Collateral other than Pledged
Securities).

            Section 4.3. Defense of Claims; Transferability of Pledged
Collateral. Each Pledgor shall, at its own cost and expense, defend title to the
Pledged Collateral pledged by it hereunder and the security interest therein and
Lien thereon granted to the Collateral Agent and the priority thereof against
all claims and demands of all persons, at its own cost and expense, at any time
claiming any interest therein adverse to the Collateral Agent or any other
Secured Party other than Permitted Collateral Liens (other than Contested
Liens). There is no agreement, and no Pledgor shall enter into any agreement or
take any other action, that would restrict the transferability of any of the
Pledged Collateral or otherwise impair or conflict with such Pledgors'
obligations or the rights of the Collateral Agent hereunder.

                                      -16-

<PAGE>

            Section 4.4. Other Financing Statements. It has not filed, nor
authorized any third party to file (nor will there be any) valid or effective
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Pledged Collateral other than financing statements and other
statements and instruments relating to Permitted Collateral Liens. So long as
any of the Secured Obligations remain unpaid (other than Obligations relating to
Hedging Agreements), any Letter of Credit remains outstanding and the
Commitments have not been terminated, no Pledgor shall execute, authorize or
permit to be filed in any public office any financing statement (or similar
statement or instrument of registration under the law of any jurisdiction)
relating to any Pledged Collateral, except financing statements and other
statements and instruments filed or to be filed in respect of and covering the
security interests granted by such Pledgor to the holder of the Permitted
Collateral Liens.

            Section 4.5. Chief Executive Office; Change of Name; Jurisdiction of
Organization. (a) It shall comply with the provisions of Section 5.13(a) of the
Credit Agreement.

            (b) The Collateral Agent may rely on opinions of counsel as to
whether any or all UCC financing statements of the Pledgors need to be amended
as a result of any of the changes described in Section 5.13(a) of the Credit
Agreement. If any Pledgor fails to provide information to the Collateral Agent
about such changes on a timely basis, the Collateral Agent shall not be liable
or responsible to any party for any failure to maintain a perfected security
interest in such Pledgor's property constituting Pledged Collateral, for which
the Collateral Agent needed to have information relating to such changes. The
Collateral Agent shall have no duty to inquire about such changes if any Pledgor
does not inform the Collateral Agent of such changes, the parties acknowledging
and agreeing that it would not be feasible or practical for the Collateral Agent
to search for information on such changes if such information is not provided by
any Pledgor.

            Section 4.6. Location of Inventory and Equipment. It shall not move
any Equipment or Inventory to any location other than one within the continental
United States until (i) it shall have given the Collateral Agent not less than
30 days' prior written notice (in the form of an Officers' Certificate) of its
intention so to do, clearly describing such new location within the continental
United States and providing such other information in connection therewith as
the Collateral Agent may reasonably request and (ii) with respect to such new
location, such Pledgor shall have taken all action reasonably satisfactory to
the Collateral Agent to maintain the perfection and priority of the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Pledged Collateral intended to be granted hereby, including using commercially
reasonable efforts to obtain waivers of landlord's or warehousemen's and/or
bailee's liens with respect to such new location, if applicable, and if
requested by the Collateral Agent. Such Pledgor agrees to provide the Collateral
Agent with prompt notice following the movement of any Equipment or Inventory to
any location other than one that is listed in the relevant Schedules to the
Perfection Certificate.

            Section 4.7. Due Authorization and Issuance. All of the Initial
Pledged Shares have been, and to the extent any Pledged Shares are hereafter
issued, such Pledged Shares will be, upon such issuance, duly authorized,
validly issued and fully paid and non-assessable. All of the Initial Pledged
Interests have been fully paid for, and there is no amount or other obligation
owing by any Pledgor to any issuer of the Initial Pledged Interests in exchange
for or in connection with the issuance of the Initial Pledged Interests or any
Pledgor's status as a partner or a member of any issuer of the Initial Pledged
Interests.

            Section 4.8. Consents, etc. In the event that the Collateral Agent
desires to exercise any remedies, voting or consensual rights or
attorney-in-fact powers set forth in this Agreement and determines it necessary
to obtain any approvals or consents of any Governmental Authority or any other

                                      -17-

<PAGE>

person therefor, then, upon the reasonable request of the Collateral Agent, such
Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to
obtain as soon as practicable any necessary approvals or consents for the
exercise of any such remedies, rights and powers.

            Section 4.9. Pledged Collateral. All information set forth herein,
including the schedules annexed hereto, and all information contained in any
documents, schedules and lists heretofore delivered to any Secured Party,
including the Perfection Certificate and the schedules thereto, in connection
with this Agreement, in each case, relating to the Pledged Collateral, is
accurate and complete in all material respects. The Pledged Collateral described
on the schedules annexed to the Perfection Certificate constitutes all of the
property of such type of Pledged Collateral owned or held by the Pledgors.

            Section 4.10. Insurance. In the event that the proceeds of any
insurance claim are paid after the Collateral Agent has exercised its right to
foreclose after an Event of Default, such Net Cash Proceeds shall be paid to the
Collateral Agent to satisfy any deficiency remaining after such foreclosure.

            Section 4.11. Payment of Taxes; Compliance with Laws; Contesting
Liens; Claims. Each Pledgor represents and warrants that all Claims imposed upon
or assessed against the Pledged Collateral have been paid and discharged except
to the extent such Claims constitute a Lien not yet due and payable which is a
Contested Lien or a Permitted Collateral Lien. Each Pledgor shall comply with
all Requirements of Law applicable to the Pledged Collateral the failure to
comply with which would, individually or in the aggregate, have a Material
Adverse Effect. Each Pledgor may at its own expense contest the validity, amount
or applicability of any Claims so long as the contest thereof shall be conducted
in accordance with, and permitted pursuant to the provisions of, the Credit
Agreement. Notwithstanding the foregoing provisions of this Section 4.11, (i) no
contest of any such obligation may be pursued by such Pledgor if such contest
would expose the Collateral Agent or any other Secured Party to (A) any possible
criminal liability or (B) any additional civil liability for failure to comply
with such obligations unless such Pledgor shall have furnished a bond or other
security therefor satisfactory to the Collateral Agent, or such Secured Party,
as the case may be and (ii) if at any time payment or performance of any
obligation contested by such Pledgor pursuant to this Section 4.11 shall become
necessary to prevent the imposition of remedies because of non-payment, such
Pledgor shall pay or perform the same in sufficient time to prevent the
imposition of remedies in respect of such default or prospective default.

            Section 4.12. Access to Pledged Collateral, Books and Records; Other
Information. Upon reasonable request and following notice to each Pledgor, the
Collateral Agent, its agents, accountants and attorneys shall have full and free
access to visit and inspect, as applicable, during normal business hours and
such other reasonable times as may be requested by the Collateral Agent all of
the Pledged Collateral and Mortgaged Property including all of the books,
correspondence and records of such Pledgor relating thereto. The Collateral
Agent and its representatives may examine the same, take extracts therefrom and
make photocopies thereof, and such Pledgor agrees to render to the Collateral
Agent, at such Pledgor's cost and expense, such clerical and other assistance as
may be reasonably requested by the Collateral Agent with regard thereto. Such
Pledgor shall, at any and all times, within a reasonable time after written
request by the Collateral Agent, furnish or cause to be furnished to the
Collateral Agent, in such manner and in such detail as may be reasonably
requested by the Collateral Agent, additional information with respect to the
Pledged Collateral.

                                      -18-

<PAGE>

                                    ARTICLE V

               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

            Section 5.1. Pledge of Additional Securities Collateral. Each
Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of
any person, accept the same in trust for the benefit of the Collateral Agent and
forthwith deliver to the Collateral Agent a pledge amendment, duly executed by
such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a"
PLEDGE AMENDMENT"), and the certificates and other documents required under
Section 3.1 and Section 3.2 hereof in respect of the additional Pledged
Securities or Intercompany Notes which are to be pledged pursuant to this
Agreement, and confirming the attachment of the Lien hereby created on and in
respect of such additional Pledged Securities or Intercompany Notes. Each
Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment
to this Agreement and agrees that all Pledged Securities or Intercompany Notes
listed on any Pledge Amendment delivered to the Collateral Agent shall for all
purposes hereunder be considered Pledged Collateral.

            Section 5.2. Voting Rights; Distributions; etc.

            (i) So long as no Event of Default shall have occurred and be
continuing:

            (A) Each Pledgor shall be entitled to exercise any and all voting
      and other consensual rights pertaining to the Securities Collateral or any
      part thereof for any purpose not inconsistent with the terms or purposes
      hereof, the Credit Agreement or any other document evidencing the Secured
      Obligations; provided, however, that no Pledgor shall in any event
      exercise such rights in any manner which could reasonably be expected to
      have a Material Adverse Effect.

            (B) Each Pledgor shall be entitled to receive and retain, and to
      utilize free and clear of the Lien hereof, any and all Distributions, but
      only if and to the extent made in accordance with the provisions of the
      Credit Agreement; provided, however, that any and all such Distributions
      consisting of rights or interests in the form of securities shall be
      forthwith delivered to the Collateral Agent to hold as Pledged Collateral
      and shall, if received by any Pledgor, be received in trust for the
      benefit of the Collateral Agent, be segregated from the other property or
      funds of such Pledgor and be forthwith delivered to the Collateral Agent
      as Pledged Collateral in the same form as so received (with any necessary
      endorsement).

            (ii) The Collateral Agent shall be deemed without further action or
formality to have granted to each Pledgor all necessary consents relating to
voting rights and shall, if necessary, upon written request of any Pledgor and
at the sole cost and expense of the Pledgors, from time to time execute and
deliver (or cause to be executed and delivered) to such Pledgor all such
instruments as such Pledgor may reasonably request in order to permit such
Pledgor to exercise the voting and other rights which it is entitled to exercise
pursuant to Section 5.2(i)(A) hereof and to receive the Distributions which it
is authorized to receive and retain pursuant to Section 5.2(i)(B) hereof.

            (iii) Upon the occurrence and during the continuance of any Event of
Default:

            (A)all rights of each Pledgor to exercise the voting and other
      consensual rights it would otherwise be entitled to exercise pursuant to
      Section 5.2(i)(A) hereof shall cease, and all such rights shall thereupon
      become vested in the Collateral Agent, which shall thereupon have the sole
      right to exercise such voting and other consensual rights; and

                                      -19-

<PAGE>

            (B) all rights of each Pledgor to receive Distributions which it
      would otherwise be authorized to receive and retain pursuant to Section
      5.2(i)(B) hereof shall cease and all such rights shall thereupon become
      vested in the Collateral Agent, which shall thereupon have the sole right
      to receive and hold as Pledged Collateral such Distributions.

            (iv) Each Pledgor shall, at its sole cost and expense, from time to
time execute and deliver to the Collateral Agent appropriate instruments as the
Collateral Agent may reasonably request in order to permit the Collateral Agent
to exercise the voting and other rights which it may be entitled to exercise
pursuant to Section 5.2(i)(A) hereof and to receive all Distributions which it
may be entitled to receive under Section 5.2(i)(B) hereof.

            (v) All Distributions which are received by any Pledgor contrary to
the provisions of Section 5.2(i)(B) hereof shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other funds of such
Pledgor and shall immediately be paid over to the Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

            Section 5.3. Defaults, etc. Such Pledgor is not in default in the
payment of any portion of any mandatory capital contribution, if any, required
to be made under any agreement to which such Pledgor is a party relating to the
Pledged Securities pledged by it, and such Pledgor is not in violation of any
other provisions of any such agreement to which such Pledgor is a party, or
otherwise in default or violation thereunder. No Securities Collateral pledged
by such Pledgor is subject to any defense, offset or counterclaim, nor have any
of the foregoing been asserted or alleged against such Pledgor by any person
with respect thereto, and as of the date hereof, there are no certificates,
instruments, documents or other writings (other than the Organizational
Documents and certificates, if any, delivered to the Collateral Agent) which
evidence any Pledged Securities of such Pledgor.

            Section 5.4. Certain Agreements of Pledgors As Issuers and Holders
of Equity Interests.

            (i) In the case of each Pledgor which is an issuer of Securities
Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such
terms insofar as such terms are applicable to it.

            (ii) In the case of each Pledgor which is a partner in a
partnership, limited liability company or other entity, such Pledgor hereby
consents to the extent required by the applicable Organizational Document to the
pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged
Interests in such partnership, limited liability company or other entity and,
upon the occurrence and during the continuance of an Event of Default, to the
transfer of such Pledged Interests to the Collateral Agent or its nominee and to
the substitution of the Collateral Agent or its nominee as a substituted partner
or member in such partnership, limited liability company or other entity with
all the rights, powers and duties of a general partner or a limited partner or
member, as the case may be.

                                   ARTICLE VI

                   CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                               PROPERTY COLLATERAL

            Section 6.1. Grant of License. For the purpose of enabling the
Collateral Agent, during the continuance of an Event of Default, to exercise
rights and remedies under Article IX hereof at such time as the Collateral Agent
shall be lawfully entitled to exercise such rights and remedies, and for no
other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent
assignable, an

                                      -20-

<PAGE>

irrevocable, non-exclusive license to use, assign, license or sublicense any of
the Intellectual Property Collateral now owned or hereafter acquired by such
Pledgor, wherever the same may be located. Such license shall include access to
all media in which any of the licensed items may be recorded or stored and to
all computer programs used for the compilation or printout hereof.

            Section 6.2. Protection of Collateral Agent's Security. On a
continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly
following its becoming aware thereof, notify the Collateral Agent of (A) any
materially adverse determination in any proceeding in the United States Patent
and Trademark Office or the United States Copyright Office with respect to any
material Patent, Trademark or Copyright or (B) the institution of any proceeding
or any adverse determination in any federal, state or local court or
administrative body regarding such Pledgor's claim of ownership in or right to
use any of the Intellectual Property Collateral material to the use and
operation of the Pledged Collateral or Mortgaged Property, its right to register
such Intellectual Property Collateral or its right to keep and maintain such
registration in full force and effect, (ii) maintain and protect the
Intellectual Property Collateral material to the use and operation of the
Pledged Collateral or Mortgaged Property as presently used and operated and as
contemplated by the Credit Agreement, (iii) not permit to lapse or become
abandoned any Intellectual Property Collateral material to the use and operation
of the Pledged Collateral or Mortgaged Property as presently used and operated
and as contemplated by the Credit Agreement, and not settle or compromise any
pending or future litigation or administrative proceeding with respect to such
Intellectual Property Collateral, in each case except as shall be consistent
with commercially reasonable business judgment, (iv) upon such Pledgor obtaining
knowledge thereof, promptly notify the Collateral Agent in writing of any event
which may be reasonably expected to materially and adversely affect the value or
utility of the Intellectual Property Collateral or any portion thereof material
to the use and operation of the Pledged Collateral or Mortgaged Property, the
ability of such Pledgor or the Collateral Agent to dispose of the Intellectual
Property Collateral or any portion thereof or the rights and remedies of the
Collateral Agent in relation thereto including a levy or threat of levy or any
legal process against the Intellectual Property Collateral or any portion
thereof, (v) not license the Intellectual Property Collateral other than
licenses entered into by such Pledgor in, or incidental to, the ordinary course
of business, or amend or permit the amendment of any of the licenses in a manner
that materially and adversely affects the right to receive payments thereunder,
or in any manner that would materially impair the value of the Intellectual
Property Collateral or the Lien on and security interest in the Intellectual
Property Collateral intended to be granted to the Collateral Agent for the
benefit of the Secured Parties, without the consent of the Collateral Agent,
(vi) diligently keep adequate records respecting the Intellectual Property
Collateral and (vii) furnish to the Collateral Agent from time to time upon the
Collateral Agent's request therefor reasonably detailed statements and amended
schedules further identifying and describing the Intellectual Property
Collateral and such other materials evidencing or reports pertaining to the
Intellectual Property Collateral as the Collateral Agent may from time to time
request.

            Section 6.3. After - Acquired Property. If any Pledgor shall, at any
time before the Obligations have been paid in full (other than Obligations
relating to Hedging Agreements and contingent indemnification obligations which,
pursuant to the provisions of the Credit Agreement or the Security Documents,
survive the termination thereof), no Letter of Credit remains outstanding and
the Commitments have been terminated, (i) obtain any rights to any additional
Intellectual Property Collateral or (ii) become entitled to the benefit of any
additional Intellectual Property Collateral or any renewal or extension thereof,
including any reissue, division, continuation, or continuation-in-part of any
Intellectual Property Collateral, or any improvement on any Intellectual
Property Collateral, the provisions hereof shall automatically apply thereto and
any such item enumerated in clause (i) or (ii) of this Section 6.3 with respect
to such Pledgor shall automatically constitute Intellectual Property Collateral
if such would have constituted Intellectual Property Collateral at the time of
execution hereof and be subject to the Lien and security interest created by
this Agreement without further action by any party. Each Pledgor shall

                                      -21-

<PAGE>

promptly (i) provide to the Collateral Agent written notice of any of the
foregoing and (ii) confirm the attachment of the Lien and security interest
created by this Agreement to any rights described in clauses (i) and (ii) of the
immediately preceding sentence of this Section 6.3 by execution of an instrument
in form reasonably acceptable to the Collateral Agent and the filing of any
instruments or statements as shall be reasonably necessary to preserve, protect
or perfect the Collateral Agent's security interest in such Intellectual
Property Collateral. Further, each Pledgor authorizes the Collateral Agent to
modify this Agreement by amending Schedules 13(c) and 13(d) annexed to the
Perfection Certificate to include any Intellectual Property Collateral acquired
or arising after the date hereof of such Pledgor.

            Section 6.4. Litigation. Unless there shall occur and be continuing
any Event of Default, each Pledgor shall have the right to commence and
prosecute in its own name, as the party in interest, for its own benefit and at
the sole cost and expense of the Pledgors, such applications for protection of
the Intellectual Property Collateral and suits, proceedings or other actions to
prevent the infringement, counterfeiting, unfair competition, dilution,
diminution in value or other damage as are necessary to protect the Intellectual
Property Collateral. Upon the occurrence and during the continuance of any Event
of Default, the Collateral Agent shall have the right but shall in no way be
obligated to file applications for protection of the Intellectual Property
Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or
the Secured Parties to enforce the Intellectual Property Collateral and any
license thereunder. In the event of such suit, each Pledgor shall, at the
reasonable request of the Collateral Agent, do any and all lawful acts and
execute any and all documents requested by the Collateral Agent in aid of such
enforcement and the Pledgors shall promptly reimburse and indemnify the
Collateral Agent for all costs and expenses incurred by the Collateral Agent in
the exercise of its rights under this Section 6.4 in accordance with Section
11.03 of the Credit Agreement. In the event that the Collateral Agent shall
elect not to bring suit to enforce the Intellectual Property Collateral, each
Pledgor agrees, at the reasonable request of the Collateral Agent, to take all
commercially reasonable actions necessary, whether by suit, proceeding or other
action, to prevent the infringement, counterfeiting, unfair competition,
dilution, diminution in value of or other damage to any of the Intellectual
Property Collateral by others and for that purpose agrees to diligently maintain
any suit, proceeding or other action against any person so infringing necessary
to prevent such infringement.

                                   ARTICLE VII

                     CERTAIN PROVISIONS CONCERNING ACCOUNTS

            Section 7.1. Maintenance of Records. Each Pledgor shall keep and
maintain at its own cost and expense complete records of each Account, in a
manner consistent with prudent business practice, including records of all
payments received, all credits granted thereon, all merchandise returned and all
other documentation relating thereto. Each Pledgor shall, at such Pledgor's sole
cost and expense, upon the Collateral Agent's demand made at any time after the
occurrence and during the continuance of any Event of Default, deliver all
tangible evidence of Accounts, including all documents evidencing Accounts and
any books and records relating thereto to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Pledgor). Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may transfer a full and complete copy of any
Pledgor's books, records, credit information, reports, memoranda and all other
writings relating to the Accounts to and for the use by any person that has
acquired or is contemplating acquisition of an interest in the Accounts or the
Collateral Agent's security interest therein without the consent of any Pledgor.

            Section 7.2. Legend. Each Pledgor shall legend, at the reasonable
request of the Collateral Agent and in form and manner satisfactory to the
Collateral Agent, the Accounts and the other books, records and documents of
such Pledgor evidencing or pertaining to the Accounts with an

                                      -22-
<PAGE>

appropriate reference to the fact that the Accounts have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.

            Section 7.3. Modification of Terms, etc. No Pledgor shall rescind or
cancel any obligations evidenced by any Account or modify any term thereof or
make any adjustment with respect thereto except in the ordinary course of
business consistent with prudent business practice, or extend or renew any such
obligations except in the ordinary course of business consistent with prudent
business practice or compromise or settle any dispute, claim, suit or legal
proceeding relating thereto or sell any Account or interest therein except in
the ordinary course of business consistent with prudent business practice
without the prior written consent of the Collateral Agent. Each Pledgor shall
timely fulfill all obligations on its part to be fulfilled under or in
connection with the Accounts.

            Section 7.4. Collection. Each Pledgor shall cause to be collected
from the Account Debtor of each of the Accounts, as and when due in the ordinary
course of business and consistent with prudent business practice (including
Accounts that are delinquent, such Accounts to be collected in accordance with
generally accepted commercial collection procedures), any and all amounts owing
under or on account of such Account, and apply forthwith upon receipt thereof
all such amounts as are so collected to the outstanding balance of such Account,
except that any Pledgor may, with respect to an Account, allow in the ordinary
course of business (i) a refund or credit due as a result of returned or damaged
or defective merchandise and (ii) such extensions of time to pay amounts due in
respect of Accounts and such other modifications of payment terms or settlements
in respect of Accounts as shall be commercially reasonable in the circumstances,
all in accordance with such Pledgor's ordinary course of business consistent
with its collection practices as in effect from time to time. The costs and
expenses (including attorneys' fees) of collection, in any case, whether
incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be
paid by the Pledgors.

                                  ARTICLE VIII

                                    TRANSFERS

            Section 8.1. Transfers of Pledged Collateral. No Pledgor shall sell,
convey, assign or otherwise dispose of, or grant any option with respect to, any
of the Pledged Collateral pledged by it hereunder except as permitted by the
Credit Agreement.

                                   ARTICLE IX

                                    REMEDIES

            Section 9.1. Remedies. Upon the occurrence and during the
continuance of any Event of Default the Collateral Agent may from time to time
exercise in respect of the Pledged Collateral, in addition to the other rights
and remedies provided for herein or otherwise available to it, the following
remedies:

            (a) Personally, or by agents or attorneys, immediately take
possession of the Pledged Collateral or any part thereof, from any Pledgor or
any other person who then has possession of any part thereof with or without
notice or process of law, and for that purpose may enter upon any Pledgor's
premises where any of the Pledged Collateral is located, remove such Pledged
Collateral, remain present at such premises to receive copies of all
communications and remittances relating to the Pledged Collateral and use in
connection with such removal and possession any and all services, supplies, aids
and other facilities of any Pledgor;

                                      -23-
<PAGE>

            (b) Demand, sue for, collect or receive any money or property at any
time payable or receivable in respect of the Pledged Collateral including
instructing the obligor or obligors on any agreement, instrument or other
obligation constituting part of the Pledged Collateral to make any payment
required by the terms of such agreement, instrument or other obligation directly
to the Collateral Agent, and in connection with any of the foregoing,
compromise, settle, extend the time for payment and make other modifications
with respect thereto; provided, however, that in the event that any such
payments are made directly to any Pledgor, prior to receipt by any such obligor
of such instruction, such Pledgor shall segregate all amounts received pursuant
thereto in trust for the benefit of the Collateral Agent and shall promptly (but
in no event later than one Business Day after receipt thereof) pay such amounts
to the Collateral Agent;

            (c) Sell, assign, grant a license to use or otherwise liquidate, or
direct any Pledgor to sell, assign, grant a license to use or otherwise
liquidate, any and all investments made in whole or in part with the Pledged
Collateral or any part thereof, and take possession of the proceeds of any such
sale, assignment, license or liquidation;

            (d) Take possession of the Pledged Collateral or any part thereof,
by directing any Pledgor in writing to deliver the same to the Collateral Agent
at any place or places so designated by the Collateral Agent, in which event
such Pledgor shall at its own expense: (i) forthwith cause the same to be moved
to the place or places designated by the Collateral Agent and therewith
delivered to the Collateral Agent, (ii) store and keep any Pledged Collateral so
delivered to the Collateral Agent at such place or places pending further action
by the Collateral Agent and (iii) while the Pledged Collateral shall be so
stored and kept, provide such security and maintenance services as shall be
necessary to protect the same and to preserve and maintain them in good
condition. Each Pledgor's obligation to deliver the Pledged Collateral as
contemplated in this Section 9.1(d) is of the essence hereof. Upon application
to a court of equity having jurisdiction, the Collateral Agent shall be entitled
to a decree requiring specific performance by any Pledgor of such obligation;

            (e) Withdraw all moneys, instruments, securities and other property
in any bank, financial securities, deposit or other account of any Pledgor
constituting Pledged Collateral for application to the Secured Obligations as
provided in Article X hereof;

            (f) Retain and apply the Distributions to the Obligations as
provided in Article X hereof;

            (g) Exercise any and all rights as beneficial and legal owner of the
Pledged Collateral, including perfecting assignment of and exercising any and
all voting, consensual and other rights and powers with respect to any Pledged
Collateral; and

            (h) All the rights and remedies of a secured party on default under
the UCC, and the Collateral Agent may also in its sole discretion, without
notice except as specified in Section 9.2 hereof, sell, assign or grant a
license to use the Pledged Collateral or any part thereof in one or more parcels
at public or private sale, at any exchange, broker's board or at any of the
Collateral Agent's offices or elsewhere, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as the
Collateral Agent may deem commercially reasonable. The Collateral Agent or any
other Secured Party or any of their respective Affiliates may be the purchaser,
licensee, assignee or recipient of any or all of the Pledged Collateral at any
such sale and shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Pledged Collateral sold, assigned or licensed at such sale, to use and apply any
of the Secured Obligations owed to such person as a credit on account

                                      -24-
<PAGE>

      of the purchase price of any Pledged Collateral payable by such person at
      such sale. Each purchaser, assignee, licensee or recipient at any such
      sale shall acquire the property sold, assigned or licensed absolutely free
      from any claim or right on the part of any Pledgor, and each Pledgor
      hereby waives, to the fullest extent permitted by law, all rights of
      redemption, stay and/or appraisal which it now has or may at any time in
      the future have under any rule of law or statute now existing or hereafter
      enacted. The Collateral Agent shall not be obligated to make any sale of
      Pledged Collateral regardless of notice of sale having been given. The
      Collateral Agent may adjourn any public or private sale from time to time
      by announcement at the time and place fixed therefor, and such sale may,
      without further notice, be made at the time and place to which it was so
      adjourned. Each Pledgor hereby waives, to the fullest extent permitted by
      law, any claims against the Collateral Agent arising by reason of the fact
      that the price at which any Pledged Collateral may have been sold,
      assigned or licensed at such a private sale was less than the price which
      might have been obtained at a public sale, even if the Collateral Agent
      accepts the first offer received and does not offer such Pledged
      Collateral to more than one offeree.

            Section 9.2. Notice of Sale. Each Pledgor acknowledges and agrees
that, to the extent notice of sale or other disposition of Pledged Collateral
shall be required by law, ten days' prior notice to such Pledgor of the time and
place of any public sale or of the time after which any private sale or other
intended disposition is to take place shall be commercially reasonable
notification of such matters. No notification need be given to any Pledgor if it
has signed, after the occurrence of an Event of Default, a statement renouncing
or modifying any right to notification of sale or other intended disposition.

            Section 9.3. Waiver of Notice and Claims. Each Pledgor hereby
waives, to the fullest extent permitted by applicable law, notice or judicial
hearing in connection with the Collateral Agent's taking possession or the
Collateral Agent's disposition of any of the Pledged Collateral, including any
and all prior notice and hearing for any prejudgment remedy or remedies and any
such right which such Pledgor would otherwise have under law, and each Pledgor
hereby further waives, to the fullest extent permitted by applicable law: (i)
all damages occasioned by such taking of possession, (ii) all other requirements
as to the time, place and terms of sale or other requirements with respect to
the enforcement of the Collateral Agent's rights hereunder and (iii) all rights
of redemption, appraisal, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law. The Collateral Agent shall not be
liable for any incorrect or improper payment made pursuant to this Article IX in
the absence of gross negligence or willful misconduct. Any sale of, or the grant
of options to purchase, or any other realization upon, any Pledged Collateral
shall operate to divest all right, title, interest, claim and demand, either at
law or in equity, of the applicable Pledgor therein and thereto, and shall be a
perpetual bar both at law and in equity against such Pledgor and against any and
all persons claiming or attempting to claim the Pledged Collateral so sold,
optioned or realized upon, or any part thereof, from, through or under such
Pledgor.

            Section 9.4. Certain Sales of Pledged Collateral.

            (a) Each Pledgor recognizes that, by reason of certain prohibitions
contained in law, rules, regulations or orders of any Governmental Authority,
the Collateral Agent may be compelled, with respect to any sale of all or any
part of the Pledged Collateral, to limit purchasers to those who meet the
requirements of such Governmental Authority. Each Pledgor acknowledges that any
such sales may be at prices and on terms less favorable to the Collateral Agent
than those obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such restricted sale shall
be deemed to have been made in a commercially reasonable manner and that, except
as may be required by applicable law, the Collateral Agent shall have no
obligation to engage in public sales.

                                      -25-
<PAGE>

            (b) Each Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act, and applicable state securities laws, the
Collateral Agent may be compelled, with respect to any sale of all or any part
of the Securities Collateral and Investment Property, to limit purchasers to
persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to the
Collateral Agent than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration
statement under the Securities Act), and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner and that the Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Securities Collateral or Investment Property for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would agree to do so.

            (c) Notwithstanding the foregoing, each Pledgor shall, upon the
occurrence and during the continuance of any Event of Default, at the reasonable
request of the Collateral Agent, for the benefit of the Collateral Agent, cause
any registration, qualification under or compliance with any Federal or state
securities law or laws to be effected with respect to all or any part of the
Securities Collateral as soon as practicable and at the sole cost and expense of
the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause
such registration to be effected (and be kept effective) and will use its
commercially reasonable efforts to cause such qualification and compliance to be
effected (and be kept effective) as may be so requested and as would permit or
facilitate the sale and distribution of such Securities Collateral including
registration under the Securities Act (or any similar statute then in effect),
appropriate qualifications under applicable blue sky or other state securities
laws and appropriate compliance with all other requirements of any Governmental
Authority. Each Pledgor shall use its commercially reasonable efforts to cause
the Collateral Agent to be kept advised in writing as to the progress of each
such registration, qualification or compliance and as to the completion thereof,
shall furnish to the Collateral Agent such number of prospectuses, offering
circulars or other documents incident thereto as the Collateral Agent from time
to time may request, and shall indemnify and shall cause the issuer of the
Securities Collateral to indemnify the Collateral Agent and all others
participating in the distribution of such Securities Collateral against all
claims, losses, damages and liabilities caused by any untrue statement (or
alleged untrue statement) of a material fact contained therein (or in any
related registration statement, notification or the like) or by any omission (or
alleged omission) to state therein (or in any related registration statement,
notification or the like) a material fact required to be stated therein or
necessary to make the statements therein not misleading.

            (d) If the Collateral Agent determines to exercise its right to sell
any or all of the Securities Collateral or Investment Property, upon written
request, the applicable Pledgor shall from time to time furnish to the
Collateral Agent all such information as the Collateral Agent may request in
order to determine the number of securities included in the Securities
Collateral or Investment Property which may be sold by the Collateral Agent as
exempt transactions under the Securities Act and the rules of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

            (e) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 9.4 will cause irreparable injury to the
Collateral Agent and other Secured Parties, that the Collateral Agent and the
other Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section
9.4 shall be specifically enforceable against such Pledgor, and such Pledgor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no Event of
Default has occurred and is continuing.

                                      -26-
<PAGE>

            Section 9.5. No Waiver; Cumulative Remedies.

            (a) No failure on the part of the Collateral Agent to exercise, no
course of dealing with respect to, and no delay on the part of the Collateral
Agent in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy; nor shall the Collateral Agent be
required to look first to, enforce or exhaust any other security, collateral or
guaranties. The remedies herein provided are cumulative and are not exclusive of
any remedies provided by law.

            (b) In the event that the Collateral Agent shall have instituted any
proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, sale, entry or otherwise, and such proceeding shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Collateral Agent, then and in every such case, the Pledgors, the
Collateral Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged
Collateral, and all rights, remedies and powers of the Collateral Agent and the
other Secured Parties shall continue as if no such proceeding had been
instituted.

            Section 9.6. Certain Additional Actions Regarding Intellectual
Property. If any Event of Default shall have occurred and be continuing, upon
the written demand of the Collateral Agent, each Pledgor shall execute and
deliver to the Collateral Agent an assignment or assignments of the registered
Patents, Trademarks and/or Copyrights and Goodwill and such other documents as
are necessary or appropriate to carry out the intent and purposes hereof. Within
five Business Days of written notice thereafter from the Collateral Agent, each
Pledgor shall make available to the Collateral Agent, to the extent within such
Pledgor's power and authority, such personnel in such Pledgor's employ on the
date of the Event of Default as the Collateral Agent may reasonably designate to
permit such Pledgor to continue, directly or indirectly, to produce, advertise
and sell the products and services sold by such Pledgor under the registered
Patents, Trademarks and/or Copyrights, and such persons shall be available to
perform their prior functions on the Collateral Agent's behalf.

                                    ARTICLE X

     PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF
                                    PROCEEDS

            Section 10.1. Proceeds of Casualty Events and Collateral
Dispositions. The Pledgors shall take all actions required by the Credit
Agreement with respect to any Net Cash Proceeds of any Casualty Event or from
the sale or disposition of any Pledged Collateral.

            Section 10.2. Application of Proceeds. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, in accordance with
the Credit Agreement.

                                      -27-
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.1. Concerning Collateral Agent.

            (a) The Collateral Agent has been appointed as collateral agent
pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder
are subject to the provisions of the Credit Agreement. The Collateral Agent
shall have the right hereunder to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking action
(including the release or substitution of the Pledged Collateral), in accordance
with this Agreement and the Credit Agreement. The Collateral Agent may employ
agents and attorneys-in-fact in connection herewith and shall not be liable for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it in good faith. The Collateral Agent may resign and a successor Collateral
Agent may be appointed in the manner provided in the Credit Agreement. Upon the
acceptance of any appointment as the Collateral Agent by a successor Collateral
Agent, that successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under this Agreement.
After any retiring Collateral Agent's resignation, the provisions hereof shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Agreement while it was the Collateral Agent.

            (b) The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if such Pledged Collateral is accorded treatment substantially
equivalent to that which the Collateral Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests, it
being understood that neither the Collateral Agent nor any of the Secured
Parties shall have responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relating to any Securities Collateral, whether or not the Collateral Agent or
any other Secured Party has or is deemed to have knowledge of such matters or
(ii) taking any necessary steps to preserve rights against any person with
respect to any Pledged Collateral.

            (c) The Collateral Agent shall be entitled to rely upon any written
notice, statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper person, and, with respect to all matters pertaining to this
Agreement and its duties hereunder, upon advice of counsel selected by it.

            (d) If any item of Pledged Collateral also constitutes collateral
granted to the Collateral Agent under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any
conflict between the provisions hereof and the provisions of such other deed of
trust, mortgage, security agreement, pledge or instrument of any type in respect
of such collateral, the Collateral Agent, in its sole discretion, shall select
which provision or provisions shall control.

            Section 11.2. Collateral Agent May Perform; Collateral Agent
Appointed Attorney-in- Fact. If any Pledgor shall fail to perform any covenants
contained in this Agreement (including such Pledgor's covenants to (a) pay the
premiums in respect of all required insurance policies hereunder, (b) pay
Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any
obligations of such Pledgor under any Pledged Collateral) or if any
representation or warranty on the part of any Pledgor contained herein shall be
breached, the Collateral Agent may (but shall not be obligated to) do the same
or cause it to be done or remedy any such breach, and may expend funds for such
purpose; provided, however, that the Collateral Agent shall in no event be bound
to inquire into the validity of any tax, lien,

                                      -28-
<PAGE>

imposition or other obligation which such Pledgor fails to pay or perform as and
when required hereby and which such Pledgor does not contest in accordance in
accordance with the provisions of Section 4.11 hereof. Any and all amounts so
expended by the Collateral Agent shall be paid by the Pledgors in accordance
with the provisions of Section 11.03 of the Credit Agreement. Neither the
provisions of this Section 11.2 nor any action taken by the Collateral Agent
pursuant to the provisions of this Section 11.2 shall prevent any such failure
to observe any covenant contained in this Agreement nor any breach of
representation or warranty from constituting an Event of Default. Each Pledgor
hereby appoints the Collateral Agent its attorney-in-fact, with full authority
in the place and stead of such Pledgor and in the name of such Pledgor, or
otherwise, from time to time in the Collateral Agent's discretion to take any
action and to execute any instrument consistent with the terms of the Credit
Agreement, this Agreement and the other Security Documents which the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof. The
foregoing grant of authority is a power of attorney coupled with an interest and
such appointment shall be irrevocable for the term hereof. Each Pledgor hereby
ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof. Anything in this Section 11.2 to the contrary notwithstanding, the
Collateral Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Section 11.2 unless an Event of Default shall have
occurred and be continuing.

            Section 11.3. Continuing Security Interest; Assignment. This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (a) be binding upon the Pledgors, their respective successors and
assigns and (b) inure, together with the rights and remedies of the Collateral
Agent hereunder, to the benefit of the Collateral Agent and the other Secured
Parties and each of their respective successors, transferees and assigns. No
other persons (including any other creditor of any Pledgor) shall have any
interest herein or any right or benefit with respect hereto. Without limiting
the generality of the foregoing clause (b), any Secured Party may assign or
otherwise transfer any indebtedness held by it secured by this Agreement to any
other person, and such other person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party, herein or otherwise,
subject however, to the provisions of the Credit Agreement and any Hedging
Agreement.

            Section 11.4. Termination; Release. The Pledged Collateral shall be
released from the Lien of this Agreement in accordance with the provisions of
the Credit Agreement. Upon termination hereof or any release of Pledged
Collateral in accordance with the provisions of the Credit Agreement, the
Collateral Agent shall, upon the request and at the sole cost and expense of the
Pledgors, assign, transfer and deliver to Pledgor, against receipt and without
recourse to or warranty by the Collateral Agent except as to the fact that the
Collateral Agent has not encumbered the released assets, such of the Pledged
Collateral to be released (in the case of a release) as may be in possession of
the Collateral Agent and as shall not have been sold or otherwise applied
pursuant to the terms hereof, and, with respect to any other Pledged Collateral,
proper documents and instruments (including UCC-3 termination statements or
releases) acknowledging the termination hereof or the release of such Pledged
Collateral, as the case may be.

            Section 11.5. Modification in Writing. No amendment, modification,
supplement, termination or waiver of or to any provision hereof, nor consent to
any departure by any Pledgor therefrom, shall be effective unless the same shall
be made in accordance with the terms of the Credit Agreement and unless in
writing and signed by the Collateral Agent. Any amendment, modification or
supplement of or to any provision hereof, any waiver of any provision hereof and
any consent to any departure by any Pledgor from the terms of any provision
hereof shall be effective only in the specific instance and for the specific
purpose for which made or given. Except where notice is specifically required by
this Agreement or any other document evidencing the Secured Obligations, no
notice to or demand on any Pledgor in any case shall entitle any Pledgor to any
other or further notice or demand in similar or other circumstances.

                                      -29-
<PAGE>

            Section 11.6. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted
to be given shall be given in the manner and become effective as set forth in
the Credit Agreement, as to any Pledgor, addressed to it at the address of the
Borrower set forth in the Credit Agreement and as to the Collateral Agent,
addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section 11.6.

            Section 11.7. Governing Law, Consent to Jurisdiction and Service of
Process; Waiver of Jury Trial. Sections 10.09 and 10.10 of the Credit Agreement
are incorporated herein, mutatis mutandis, as if a part hereof.

            Section 11.8. Severability of Provisions. Any provision hereof which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

            Section 11.9. Execution in Counterparts. This Agreement and any
amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all such counterparts together shall constitute one and the same agreement.

            Section 11.10. Business Days. In the event any time period or any
date provided in this Agreement ends or falls on a day other than a Business
Day, then such time period shall be deemed to end and such date shall be deemed
to fall on the next succeeding Business Day, and performance herein may be made
on such Business Day, with the same force and effect as if made on such other
day.

            Section 11.11. Waiver of Stay. Each Pledgor covenants (to the extent
it may lawfully do so) that in the event that such Pledgor or any property or
assets of such Pledgor shall hereafter become the subject of a voluntary or
involuntary proceeding under the Code or such Pledgor shall otherwise be a party
to any federal or state bankruptcy, insolvency, moratorium or similar proceeding
to which the provisions relating to the automatic stay under Section 362 of the
Code or any similar provision in any such law is applicable, then, in any such
case, whether or not the Collateral Agent has commenced foreclosure proceedings
under this Agreement, such Pledgor shall not, and each Pledgor hereby expressly
waives their right to (to the extent it may lawfully do so) at any time insist
upon, plead or in any whatsoever, claim or take the benefit or advantage of any
such automatic stay or such similar provision as it relates to the exercise of
any of the rights and remedies (including any foreclosure proceedings) available
to the Collateral Agent as provided in this Agreement, in any other Security
Document or any other document evidencing the Secured Obligations. Each Pledgor
further covenants (to the extent it may lawfully do so) that it will not hinder,
delay or impede the execution of any power granted herein to the Collateral
Agent, but will suffer and permit the execution of every such power as though no
law relating to any stay or similar provision had been enacted.

            Section 11.12. No Credit for Payment of Taxes or Imposition. Such
Pledgor shall not be entitled to any credit against the principal, premium, if
any, or interest payable under the Credit Agreement, and such Pledgor shall not
be entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged
Collateral or any part thereof.

            Section 11.13. No Claims Against Collateral Agent. Nothing contained
in this Agreement shall constitute any consent or request by the Collateral
Agent, express or implied, for the

                                      -30-
<PAGE>

performance of any labor or services or the furnishing of any materials or other
property in respect of the Pledged Collateral or any part thereof, nor as giving
any Pledgor any right, power or authority to contract for or permit the
performance of any labor or services or the furnishing of any materials or other
property in such fashion as would permit the making of any claim against the
Collateral Agent in respect thereof or any claim that any Lien based on the
performance of such labor or services or the furnishing of any such materials or
other property is prior to the Lien hereof.

            Section 11.14. No Release. Nothing set forth in this Agreement shall
relieve any Pledgor from the performance of any term, covenant, condition or
agreement on such Pledgor's part to be performed or observed under or in respect
of any of the Pledged Collateral or from any liability to any person under or in
respect of any of the Pledged Collateral or shall impose any obligation on the
Collateral Agent or any other Secured Party to perform or observe any such term,
covenant, condition or agreement on such Pledgor's part to be so performed or
observed or shall impose any liability on the Collateral Agent or any other
Secured Party for any act or omission on the part of such Pledgor relating
thereto or for any breach of any representation or warranty on the part of such
Pledgor contained in this Agreement, the Credit Agreement or the other Loan
Documents, or under or in respect of the Pledged Collateral or made in
connection herewith or therewith. The obligations of each Pledgor contained in
this

            Section 11.14 shall survive the termination hereof and the discharge
of such Pledgor's other obligations under this Agreement, the Credit Agreement
and the other Loan Documents.

            Section 11.15. Obligations Absolute. All obligations of each Pledgor
hereunder shall be absolute and unconditional irrespective of:

            (i)   any bankruptcy, insolvency, reorganization, arrangement,
                  readjustment, composition, liquidation or the like of any
                  Pledgor;

            (ii)  any lack of validity or enforceability of the Credit
                  Agreement, any Hedging Agreement or any other Loan Document,
                  or any other agreement or instrument relating thereto;

            (iii) any change in the time, manner or place of payment of, or in
                  any other term of, all or any of the Secured Obligations, or
                  any other amendment or waiver of or any consent to any
                  departure from the Credit Agreement, any Hedging Agreement or
                  any other Loan Document or any other agreement or instrument
                  relating thereto;

            (iv)  any pledge, exchange, release or non-perfection of any other
                  collateral, or any release or amendment or waiver of or
                  consent to any departure from any guarantee, for all or any of
                  the Secured Obligations;

            (v)   any exercise, non-exercise or waiver of any right, remedy,
                  power or privilege under or in respect hereof, the Credit
                  Agreement, any Hedging Agreement or any other Loan Document
                  except as specifically set forth in a waiver granted pursuant
                  to the provisions of Section 11.5 hereof; or

            (vi)  any other circumstances which might otherwise constitute a
                  defense available to, or a discharge of, any Pledgor.

                  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

                                        -31-

<PAGE>

            IN WITNESS WHEREOF, the Pledgors and the Collateral Agent have
caused this Agreement to be duly executed and delivered by their duly authorized
officers as of the date first above written.

                                SFBC INTERNATIONAL, INC.,
                                as Pledgor

                                By:-------------------------------
                                Name: David Natan
                                Title: Secretary

                                11190 BISCAYNE, LLC,
                                as Pledgor

                                By SFBC International, Inc., as its sole member

                                By:-------------------------------
                                Name: David Natan
                                Title: Secretary

                                CLINICAL PHARMACOLOGY INTERNATIONAL,
                                INC. SFBC FT. MYERS, INC.
                                SFBC ANALYTICAL LABORATORIES, INC.
                                SFBC NEW DRUG SERVICES, INC.
                                SOUTH FLORIDA KINETICS, INC.
                                SFBC TAYLOR TECHNOLOGY, INC.
                                SFBC SUB 2004, INC.,
                                as Pledgors

                                By:----------------------------------------
                                Name:David Natan
                                Title: Secretary

                                      S-1

<PAGE>

                      PHARMANET, INC.
                      PHARMANET (D.C.), INC.
                      PHARMANET (C.A.), INC.
                      PHARMANET, INC., a Pennsylvania corporation
                      PHARMANET (I.L.), INC.
                      PHARMASITE, INC.
                      PHARMANET (NC), INC.
                      PHARMANET (P.A.), INC.
                      PHARMA HOLDINGS, INC.,
                      as Pledgors

                      By: -----------------------------------
                      Name:  John P. Hamill
                      Title: Vice President and Chief Financial Officer

                      PHARMANET, LLC,
                      as Pledgor

                      By PharmaNet, Inc., a Pennsylvania corporation, as its
                      managing member

                      By:-------------------------------------
                      Name:  John P. Hamill
                      Title: Vice President and Chief Financial Officer

                      By PharmaNet (C.A.), Inc., as its managing member

                      By:---------------------------------------
                      Name:  John P. Hamill
                      Title: Vice President and Chief Financial Officer

                      PHARMASOFT, LLC,
                      as Pledgor

                      By PharmaNet, LLC, as its sole member

                      By:-----------------------------------------
                      Name:  John P. Hamill
                      Title: Vice President and Chief Financial Officer

                                       S-2
<PAGE>

                                          UBS AG, STAMFORD BRANCH,
                                          as Collateral Agent

                                          By:__________________________
                                          Name:
                                          Title:

                                          By:__________________________
                                          Name:
                                          Title:

                                      S-3
<PAGE>

                                                                       EXHIBIT 1

                                    [Form of]

                             ISSUER'S ACKNOWLEDGMENT

            The undersigned hereby (i) acknowledges receipt of a copy of that
certain security agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "SECURITY AGREEMENT;" capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Security Agreement), dated as of December 22, 2004, made by
SFBC INTERNATIONAL, INC., a Delaware corporation (the "BORROWER"), the
Subsidiary Guarantors party thereto and UBS AG, STAMFORD BRANCH, as collateral
agent (in such capacity and together with any successors in such capacity, the
"COLLATERAL AGENT"), (ii) agrees promptly to note on its books the security
interests granted to the Collateral Agent and confirmed under the Security
Agreement, (iii) agrees that it will comply with instructions of the Collateral
Agent with respect to the applicable Securities Collateral without further
consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent
upon obtaining knowledge of any interest in favor of any person in the
applicable Securities Collateral that is adverse to the interest of the
Collateral Agent therein and (v) waives any right or requirement at any time
hereafter to receive a copy of the Security Agreement in connection with the
registration of any Securities Collateral thereunder in the name of the
Collateral Agent or its nominee or the exercise of voting rights by the
Collateral Agent or its nominee.

                                [                               ]

                                By:______________________________

                                Name:
                                Title:

<PAGE>

                                                                       EXHIBIT 2

                                    [Form of]

                           SECURITIES PLEDGE AMENDMENT

            This Security Pledge Amendment, dated as of [       ], is delivered
pursuant to Section 5.1 of that certain security agreement (as amended, amended
and restated, supplemented or otherwise modified from time to time, the
"SECURITY AGREEMENT;" capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated
as of December 22, 2004, made by SFBC INTERNATIONAL, INC., a Delaware
corporation (the "BORROWER"), the Guarantors party thereto and UBS AG, STAMFORD
BRANCH, as collateral agent (in such capacity and together with any successors
in such capacity, the "COLLATERAL AGENT"). The undersigned hereby agrees that
this Pledge Amendment may be attached to the Security Agreement and that the
Pledged Securities and/or Intercompany Notes listed on this Pledge Amendment
shall be deemed to be and shall become part of the Pledged Collateral and shall
secure all Secured Obligations.

                               PLEDGED SECURITIES

<TABLE>
<CAPTION>
             CLASS                           NUMBER OF     PERCENTAGE OF
           OF STOCK                           SHARES     ALL ISSUED CAPITAL
              OR        PAR    CERTIFICATE      OR         OR OTHER EQUITY
ISSUER     INTERESTS   VALUE      NO(S).     INTERESTS   INTERESTS OF ISSUER
------     ---------   -----   -----------   ---------   -------------------
<S>        <C>         <C>     <C>           <C>         <C>
</TABLE>

<PAGE>

                               INTERCOMPANY NOTES

<TABLE>
<CAPTION>
           PRINCIPAL    DATE OF  INTEREST  MATURITY
ISSUER      AMOUNT     ISSUANCE    RATE      DATE
------     ---------   --------  --------  --------
<S>        <C>         <C>       <C>       <C>
</TABLE>

                        [                           ],
                        as Pledgor

                        By:__________________________

                        Name:
                        Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: ____________________________

    Name:
    Title:

By: ____________________________

    Name:
    Title:

                                      -2-
<PAGE>

                                                                       EXHIBIT 3

                                    [Form of]

                                JOINDER AGREEMENT

                                                           [Name of New Pledgor]
                                                        [Address of New Pledgor]

[Date]
____________
____________
____________
____________

Ladies and Gentlemen:

            Reference is made to that certain security agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"SECURITY AGREEMENT;" capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated
as of December 22, 2004, made by SFBC INTERNATIONAL, INC., a Delaware
corporation (the "BORROWER"), the Guarantors party thereto and UBS AG, STAMFORD
BRANCH, as collateral agent (in such capacity and together with any successors
in such capacity, the "COLLATERAL AGENT").

            This letter supplements the Security Agreement and is delivered by
the undersigned, [        ] (the "NEW PLEDGOR"), pursuant to Section 3.5 of the
Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and
as a Pledgor by all of the terms, covenants and conditions set forth in the
Security Agreement to the same extent that it would have been bound if it had
been a signatory to the Security Agreement on the execution date of the Security
Agreement. The New Pledgor also hereby agrees to be bound as a party by all of
the terms, covenants and conditions applicable to it set forth in Articles V, VI
and VII of the Credit Agreement to the same extent that it would have been bound
if it had been a signatory to the Credit Agreement on the execution date of the
Credit Agreement. Without limiting the generality of the foregoing, the New
Pledgor hereby grants and pledges to the Collateral Agent, as collateral
security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations, a Lien on and security interest in, all of its right, title and
interest in, to and under the Pledged Collateral and expressly assumes all
obligations and liabilities of a Guarantor and Pledgor thereunder. The New
Pledgor hereby makes each of the representations and warranties and agrees to
each of the covenants applicable to the Pledgors contained in the Security
Agreement and Section 10.2 of the Credit Agreement.

            Annexed hereto are supplements to each of the schedules to the
Security Agreement and the Credit Agreement, as applicable, with respect to the
New Pledgor. Such supplements shall be deemed to be part of the Security
Agreement or the Credit Agreement, as applicable.

            This agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of

<PAGE>

which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.

            THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                      -2-

<PAGE>

            IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement
to be executed and delivered by its duly authorized officer as of the date first
above written.

                                            [NEW PLEDGOR]

                                            By:__________________________

                                            Name:
                                            Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: ____________________________

    Name:
    Title:

By: ____________________________

    Name:
    Title:

                           [Schedules to be attached]

                                      -3-

<PAGE>

                                                                       EXHIBIT 4

                                    [Form of]

                CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS

            This Control Agreement Concerning Securities Accounts (this "CONTROL
AGREEMENT"), dated as of [_______], 2004, by and among SFBC INTERNATIONAL, INC.
(the "PLEDGOR"), UBS AG, Stamford Branch (the "COLLATERAL AGENT") and [ ] (the
"SECURITIES INTERMEDIARY"), is delivered pursuant to Section 3.4(c) of that
certain security agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "SECURITY AGREEMENT"), dated as of
December 22, 2004, made by the Pledgor and each of the Guarantors listed on the
signature pages thereto in favor of UBS AG, Stamford Branch, as collateral
agent, as pledgee, assignee and secured party (the "COLLATERAL AGENT"). This
Control Agreement is for the purpose of perfecting the security interests of the
Secured Parties granted by the Pledgor in the Designated Accounts described
below. All references herein to the "UCC" shall mean the Uniform Commercial Code
as in effect from time to time in the State of New York. Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Securities Intermediary hereby confirms and agrees that
(i) the Securities Intermediary has established for the Pledgor and maintains
the account(s) listed in Schedule I annexed hereto (such account(s), together
with each such other securities account maintained by the Pledgor with the
Securities Intermediary collectively, the "DESIGNATED ACCOUNTS" and each a
"DESIGNATED ACCOUNT"), (ii) each Designated Account will be maintained in the
manner set forth herein until termination of this Control Agreement, (iii) this
Control Agreement is the valid and legally binding obligation of the Securities
Intermediary, (iv) the Securities Intermediary is a "securities intermediary" as
defined in Article 8- 102(a)(14) of the UCC, (v) each of the Designated Accounts
is a "securities account" as such term is defined in Section 8-501(a) of the UCC
and (vi) all securities or other property underlying any financial assets which
are credited to any Designated Account shall be registered in the name of the
Securities Intermediary, endorsed to the Securities Intermediary or in blank or
credited to another securities account maintained in the name of the Securities
Intermediary and in no case will any financial asset credited to any Designated
Account be registered in the name of the Pledgor, payable to the order of the
Pledgor or specially endorsed to the Pledgor, except to the extent the foregoing
have been specially endorsed to the Securities Intermediary or in blank.

            Section 2. "Financial Assets" Election. The Securities Intermediary
hereby agrees that each item of Investment Property credited to any Designated
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the UCC.

            Section 3. Entitlement Order. If at any time the Securities
Intermediary shall receive an "entitlement order" (within the meaning of Section
8-102(a)(8) of the UCC) issued by the Collateral Agent and relating to any
financial asset maintained in one or more of the Designated Accounts, the
Securities Intermediary shall comply with such entitlement order without further
consent by the Pledgor or any other person. The Securities Intermediary shall
also comply with instructions directing the Securities Intermediary with respect
to the sale, exchange or transfer of financial assets held in each Designated
Account originated by a Pledgor, or any representative of, or investment manager
appointed by, a Pledgor until such time as the Collateral Agent delivers a
Notice of Sole Control pursuant to Section 9.1 to the Securities Intermediary.

            Section 4. Subordination of Lien; Waiver of Set-Off. The Securities
Intermediary hereby agrees that any security interest in any Designated Account
it now has or subsequently obtains

<PAGE>

shall be subordinate to the security interest of the Collateral Agent. The
financial assets and other items deposited to any Designated Account will not be
subject to deduction, set-off, banker's lien, or any other right in favor of any
person other than the Secured Parties (except that the Securities Intermediary
may set off all amounts due to the Securities Intermediary in respect of its
customary fees and expenses for the routine maintenance and operation of the
Designated Accounts, including overdraft fees and amounts advanced to settle
authorized transactions).

            Section 5. Choice of Law. Both this Control Agreement and the
Designated Accounts shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Securities Intermediary's location and the
Designated Accounts (as well as the security entitlements related thereto) shall
be governed by the laws of the State of New York.

            Section 6. Conflict with Other Agreements; Amendments. As of the
date hereof, there are no other agreements entered into between the Securities
Intermediary and the Pledgor with respect to any Designated Account or any
security entitlements or other financial assets credited thereto (other than
standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts). The Securities Intermediary and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Collateral Agent shall have received prior written notice
thereof. The Securities Intermediary and the Pledgor have not and will not enter
into any other agreement with respect to (i) creation or perfection of any
security interest in or (ii) control of security entitlements maintained in any
of the Designated Accounts or purporting to limit or condition the obligation of
the Securities Intermediary to comply with entitlement orders with respect to
financial assets credited to any Designated Account as set forth in Section 3
hereof without the prior written consent of the Collateral Agent acting in its
sole discretion. In the event of any conflict with respect to control over any
Designated Account between this Control Agreement (or any portion hereof) and
any other agreement now existing or hereafter entered into, the terms of this
Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any rights hereunder shall be binding on any party hereto
unless it is in writing and is signed by all the parties hereto.

            Section 7. Certain Agreements.

            (i)   The Securities Intermediary has furnished to the Collateral
      Agent the most recent account statement issued by the Securities
      Intermediary with respect to each of the Designated Accounts and the
      financial assets and cash balances held therein, identifying the financial
      assets held therein in a manner acceptable to the Collateral Agent. Each
      such statement accurately reflects the assets held in such Designated
      Account as of the date thereof.

            (ii)  The Securities Intermediary will, upon its receipt of each
      supplement to the Security Agreement signed by the Pledgor and identifying
      one or more financial assets as "Pledged Collateral," enter into its
      records, including computer records, with respect to each Designated
      Account a notation with respect to any such financial asset so that such
      records and reports generated with respect thereto identify such financial
      asset as "Pledged."

            (iii) The Collateral Agent has delivered to the Securities
      Intermediary a list, signed by an authorized representative of the
      officers of the Collateral Agent authorized to give approvals or
      instructions under this Control Agreement (the "AUTHORIZED
      REPRESENTATIVES") and the Securities Intermediary shall be entitled to
      rely on communications from any such authorized officers until the earlier
      of the termination of this Control Agreement in accordance with the terms
      hereof and notification by an Authorized Representative of a change in
      such list at any time.

                                       -2-

<PAGE>

            Section 8. Notice of Adverse Claims. Except for the claims and
interest of the Collateral Agent and of the Pledgor in the financial assets
maintained in the Designated Account(s), the Securities Intermediary on the date
hereof does not know of any claim to, or security interest in, any Designated
Account or in any financial asset credited thereto and does not know of any
claim that any person other than the Collateral Agent has been given "control"
(within the meaning of Section 8-106 of the UCC) of any Designated Account or
any such financial asset. If the Securities Intermediary becomes aware that any
person is asserting any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process or
any claim of control) against any of the financial assets maintained in any
Designated Account, the Securities Intermediary promptly notify the Collateral
Agent and the Pledgor thereof.

            Section 9. Maintenance of Designated Accounts. In addition to the
obligations of the Securities Intermediary in Section 3 hereof, the Securities
Intermediary agrees to maintain the Designated Accounts as follows:

            (i)   Notice of Sole Control. If at any time the Collateral
      Agent delivers to the Securities Intermediary a notice of sole control in
      substantially the form set forth in Exhibit A attached hereto (the "NOTICE
      OF SOLE CONTROL") with respect to any Designated Account, the Securities
      Intermediary agrees that, after receipt of such notice, it will take all
      instructions with respect to such Designated Account solely from the
      Collateral Agent and cease taking instructions from Pledgor, including,
      without limitation, instructions for investment, distribution or transfer
      of any financial asset maintained in any Designated Account. Permitting
      settlement of trades pending at the time of receipt of such notice shall
      not constitute a violation of the immediately preceding sentence.

            (ii)  Voting Rights. Until such time as the Securities Intermediary
      receives a Notice of Sole Control, the Pledgor, or an investment manager
      on behalf of the Pledgor, shall direct the Securities Intermediary with
      respect to the voting of any financial assets credited to any Designated
      Account.

            (iii) Statements and Confirmations. The Securities Intermediary will
      send copies of all statements and other correspondence (excluding routine
      confirmations) concerning any Designated Account or any financial assets
      credited thereto simultaneously to each of the Pledgor and the Collateral
      Agent at the address set forth in Section 11 hereof. The Securities
      Intermediary will provide to the Collateral Agent, upon the Collateral
      Agent's request therefor from time to time and, in any event, as of the
      last business day of each calendar month, a statement of the market value
      of each financial asset maintained in each Designated Account. The
      Securities Intermediary shall not change the name or account number of any
      Designated Account without the prior written consent of the Collateral
      Agent.

            (iv)  Bailee for Perfection. The Securities Intermediary
      acknowledges that, in the event that it should come into possession of any
      certificate representing any security or other assets held as financial
      assets in any of the Designated Accounts, the Securities Intermediary
      shall retain possession of the same for the benefit of the Collateral
      Agent and such act shall cause the Securities Intermediary to be deemed a
      bailee for the Collateral Agent, if necessary to perfect the Collateral
      Agent's security interest in such securities or assets. The Securities
      Intermediary hereby acknowledges its receipt of a copy of the Security
      Agreement, which shall also serve as notice to the Securities Intermediary
      of a security interest in collateral held by a bailee.

                                       -3-

<PAGE>

            Section 10. Successors; Assignment. The terms of this Control
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors and permitted assignees.

            Section 11. Notices. Any notice, request or other communication
required or permitted to be given under this Control Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth below.

                Pledgor:                           SFBC International, Inc.,
                                                   [Address]
                                                   Attention:
                                                   Telecopy:
                                                   Telephone:

                                                   with copy to:

                                                   [                  ]
                                                   [Address]
                                                   Attention:
                                                   Telecopy:
                                                   Telephone:

                Securities
                Intermediary:                      [                  ]
                                                   [Address]
                                                   Attention:
                                                   Telecopy:
                                                   Telephone:

                Collateral
                Agent:                             UBS AG, Stamford Branch
                                                   677 Washington Boulevard
                                                   Stamford, Connecticut 06901
                                                   Attention:
                                                   Telecopy:
                                                   Telephone:

            Any party may change its address for notices in the manner set forth
above.

            Section 12. Termination. The rights and powers granted herein to the
Collateral Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Securities Intermediary hereunder shall continue in effect
until (i) the security interests of the Secured Parties with respect to the
financial assets maintained in the Designated Account(s) have been terminated
and an Authorized Representative has notified the Securities Intermediary of
such termination in writing or (ii) 30 days following the Securities
Intermediary's delivery of written notice of such termination to the Pledgor and
the Collateral Agent.

                                       -4-

<PAGE>

            Section 13. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 14. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.

                                       -5-

<PAGE>

                                       S-1

                                       SFBC INTERNATIONAL, INC., as Pledgor

                                       By:__________________________________

                                          Name:
                                          Title:

                                       UBS AG, STAMFORD BRANCH,
                                       as Collateral Agent

                                       By:__________________________________

                                          Name:
                                          Title:

                                       By:__________________________________

                                          Name:
                                          Title:

                                       [                        ],
                                       as Securities Intermediary

                                       By:__________________________________

                                          Name:
                                          Title:

<PAGE>

                                   SCHEDULE I

                              DESIGNATED ACCOUNT(s)

<PAGE>

                                       EXHIBIT A

                     [Letterhead of UBS AG, Stamford Branch]

                                                                          [Date]

[Securities Intermediary]
[Address]

Attention:

                           Re:  Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 9(i) of the Control Agreement Concerning
Designated Accounts dated as of [_________], 2004, by and among SFBC
INTERNATIONAL, INC. ("PLEDGOR"), us and you (the "CONTROL AGREEMENT") (a copy of
which is attached) we hereby give you notice of our sole control over the
financial assets maintained in the Designated Account(s) referred to in the
Control Agreement, account numbers: ________________ (the "SPECIFIED DESIGNATED
ACCOUNTS"). You are hereby instructed not to accept any direction, instruction
or entitlement order with respect to financial assets maintained in the
Specified Designated Accounts from any person other than the undersigned.

<PAGE>

            You are instructed to deliver a copy of this notice by facsimile
transmission to Pledgor.

                                              Very truly yours,

                                              UBS AG, STAMFORD BRANCH,
                                              as Collateral Agent
                                              By:_______________________________

                                                 Name:
                                                 Title:

                                              By:_______________________________

                                                 Name:
                                                 Title:

cc: Pledgor

<PAGE>

                                                                       EXHIBIT 5

                                    [Form of]

                  CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS

            This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this "CONTROL
AGREEMENT"), dated as of [___________], 2004, by and among SFBC INTERNATIONAL,
INC. (the "PLEDGOR"), UBS AG, STAMFORD BRANCH (the "COLLATERAL AGENT") and [  ]
(the "Bank"), is delivered pursuant to Section 3.4(b) of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "SECURITY AGREEMENT"), Dated as of December 22, 2004,
Made by the Pledgor and each of the Guarantors listed on the signature pages
thereto in favor of UBS AG, STAMFORD BRANCH, as collateral agent, as pledgee,
assignee and secured party (the "COLLATERAL AGENT"). This Control Agreement is
for the purpose of perfecting the security interests of the Secured Parties
granted by the Pledgor in the Designated Accounts described below. All
references herein to the "UCC" shall mean the Uniform Commercial Code as in
effect from time to time in the State of New York. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the
Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Bank hereby confirms and agrees that (i) the Bank has
established for the Pledgor and maintains the deposit account(s) listed in
Schedule 1 annexed hereto (such account(s), together with each such other
deposit account maintained by the Pledgor with the Bank collectively, the
"DESIGNATED ACCOUNTS" and each a "DESIGNATED ACCOUNT"), (ii) each Designated
Account will be maintained in THE manner set forth herein until termination of
this Control Agreement, (iii) the Bank is a "bank," as such term is defined in
the UCC, (iv) this Control Agreement is the valid and legally binding obligation
of the Bank and (v) each Designated Account is a "deposit account" as such term
is defined in Article 9 of the UCC.

            Section 2. Control. The Bank shall comply with instructions
originated by the Collateral Agent without further consent of the Pledgor or any
person acting or purporting to act for the Pledgor being required, including,
without limitation, directing disposition of the funds in each Designated
Account. The Bank shall also comply with instructions directing the disposition
of funds in each Designated Account originated by the Pledgor or its authorized
representatives until such time as the Collateral Agent delivers a Notice of
Sole Control pursuant to Section 8(i) hereof to the Bank.

            Section 3. Subordination of Lien; Waiver of Set-Off. The Bank hereby
agrees that any security interest in any Designated Account it now has or
subsequently obtains shall be subordinate to the security interest of the
Collateral Agent. The funds deposited into any Designated Account will not be
subject to deduction, set-off, banker's lien, or any other right in favor of any
person other than the Secured Parties (except that the Bank may set off (i) all
amounts due to the Bank in respect of its customary fees and expenses for the
routine maintenance and operation of the Designated Accounts, including
overdraft fees, and (ii) the face amount of any checks or other items which have
been credited to any Designated Account but are subsequently returned unpaid
because of uncollected or insufficient funds).

            Section 4. Choice of Law. Both this Control Agreement and the
Designated Account(s) shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Bank's jurisdiction and the Designated Account(s)
shall be governed by the law of the State of New York.

<PAGE>

            Section 5. Conflict with Other Agreements; Amendments. As of the
date hereof, there are no other agreements entered into between the Bank and the
Pledgor with respect to any Designated Account or any funds credited thereto
(other than standard and customary documentation with respect to the
establishment and maintenance of such Designated Accounts). The Bank and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Collateral Agent shall have received prior written notice
thereof. The Bank and the Pledgor have not and will not enter into any other
agreement with respect to control of the Designated Accounts or purporting to
limit or condition the obligation of the Bank to comply with any orders or
instructions with respect to any Designated Account as set forth in Section 2
hereof without the prior written consent of the Collateral Agent acting in its
sole discretion. In the event of any conflict with respect to control over any
Designated Account between this Control Agreement (or any portion hereof) and
any other agreement now existing or hereafter entered into, the terms of this
Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any right hereunder shall be binding on any party hereto
unless it is in writing and is signed by all the parties hereto.

            Section 6. Certain Agreements.

            (i)   The Bank has furnished to the Collateral Agent the most
      recent account statement issued by the Bank with respect to each of the
      Designated Accounts and the cash balances held therein. Each such
      statement accurately reflects the assets held in such Designated Account
      as of the date thereof.

            (ii)  The Collateral Agent has delivered to the Bank a list, signed
      by an authorized representative, of the officers of the Collateral Agent
      authorized to give approvals or instructions under this Control Agreement
      (the "AUTHORIZED REPRESENTATIVES") and the Bank shall be entitled to rely
      on communications from any such authorized officers until the earlier of
      the termination of this Control Agreement in accordance with the terms
      hereof and notification by an Authorized Representative of a change in
      such list at any time.

            Section 7. Notice of Adverse Claims. Except for the claims and
interest of the Secured Parties and of the Pledgor in the Designated Account(s),
the Bank on the date hereof does not know of any claim to, or security interest
in, any Designated Account or in any funds credited thereto and does not know of
any claim that any person other than the Collateral Agent has been given control
(within the meaning of Section 8-106 of the UCC) of any Designated Account or
any such funds. If the Bank becomes aware that any person is asserting any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process or any claim of control) against any
funds in any Designated Account, the Bank will promptly notify the Collateral
Agent and the Pledgor thereof.

            Section 8. Maintenance of Designated Accounts. In addition to the
obligations of the Bank in Section 2 hereof, the Bank agrees to maintain the
Designated Accounts as follows:

            (i)   Notice of Sole Control. If at any time the Collateral Agent
      delivers to the Bank a notice of sole control in substantially the form
      set forth in Exhibit A attached hereto (the "NOTICE OF SOLE CONTROL") with
      respect to any Designated Account, the Bank agrees that, after receipt of
      such notice, it will take all instruction with respect to such Designated
      Account solely from the Collateral Agent and cease taking instructions
      from the Pledgor, including, without limitation, instructions for
      distribution or transfer of any funds in any Designated Account.

            (ii)  Statements and Confirmations. The Bank will send copies of all
      statements and other correspondence (excluding routine confirmations)
      concerning any Designated Account

                                      -2-

<PAGE>

      simultaneously to the Pledgor and the Collateral Agent at the address set
      forth in Section 10 hereof. The Bank will promptly provide to the
      Collateral Agent, upon request therefor from time to time and, in any
      event, as of the last business day of each calendar month, a statement of
      the cash balance in each Designated Account. The Bank shall not change the
      name or account number of any Designated Account without the prior written
      consent of the Collateral Agent.

            Section 9. Successors; Assignment. The terms of this Control
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors and permitted assignees.

            Section 10. Notices. Any notice, request or other communication
required or permitted to be given under this Control Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth below.

            Pledgor:          SFBC International, Inc.
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

                              with copy to:

                              [                           ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

            Bank:             [                           ]
                              [                           ]
                              [                           ]
                              Attention:
                              Telecopy:
                              Telephone:

            Collateral
            Agent:            UBS AG, Stamford Branch
                              677 Washington Boulevard
                              Stamford, Connecticut 06901
                              Attention:
                              Telecopy:
                              Telephone:

            Any party may change its address for notices in the manner set forth
above.

            Section 11. Termination. The rights and powers granted herein to the
Collateral Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Bank hereunder shall continue in effect until (i) the

                                      -3-

<PAGE>

security interests of the Secured Parties with respect to the Designated
Account(s) have been terminated and an Authorized Representative has notified
the Bank of such termination in writing or (ii) 30 days following the Bank's
delivery of written notice of such termination to the Collateral Agent and
Pledgor.

            Section 12. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 13. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.

                                       -4-

<PAGE>

                                         [                         ]

                                         By:________________________

                                           Name:
                                           Title:

                                         UBS AG, STAMFORD BRANCH,
                                         as Collateral Agent

                                         By:________________________

                                           Name:
                                           Title:

                                         By:________________________

                                           Name:
                                           Title:

                                         [                         ],
                                         as Bank

                                         By:________________________

                                           Name:
                                           Title:

                                       S-1

<PAGE>

                                   SCHEDULE 1

                              DESIGNATED ACCOUNT(s)

<PAGE>

                                    EXHIBIT A

                     [Letterhead of UBS AG, Stamford Branch]

                                                                          [Date]

[Bank]
[Address]

Attention: _______________

                           Re:  Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 8(i) of the Control Agreement Concerning
Designated Accounts dated as of [________], 2004, by and among SFBC
INTERNATIONAL, INC. ("PLEDGOR"), us and you (the "CONTROL AGREEMENT") (a copy of
which is attached) we hereby give you notice of our sole control over the
Designated Account(s) referred to in the Control Agreement, having account
number(s): ___________________________________ (the "SPECIFIED DESIGNATED
ACCOUNTS"). You are hereby instructed not to accept any direction or
instructions with respect to the Specified Designated Accounts or any funds
credited thereto from any person other than the undersigned, unless otherwise
ordered by a court of competent jurisdiction.

<PAGE>

            You are instructed to deliver a copy of this notice by facsimile
transmission to Pledgor.

                                Very truly yours,

                                UBS AG, Stamford Branch,
                                as Collateral Agent

                                By:________________________

                                  Name:
                                  Title:

                                By:________________________

                                  Name:
                                  Title:

cc: Pledgor

<PAGE>

                                                                       EXHIBIT 6

                                    [Form of]

                          COPYRIGHT SECURITY AGREEMENT

            COPYRIGHT SECURITY AGREEMENT, dated as of December 22, 2004, BY SFBC
INTERNATIONAL, INC. (the "BORROWER") and each Guarantor listed on Schedule II
hereto (collectively, the "ORIGINAL GUARANTORS," together with the Borrower, the
"PLEDGORS"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the "COLLATERAL
AGENT").

                              W I T N E S S E T H:

            WHEREAS, Pledgors are party to a Security Agreement of even date
herewith (the "SECURITY AGREEMENT") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Copyright Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into Credit
Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Copyright Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (i)   Copyrights of such Pledgor listed on Schedule I attached
hereto; and

            (ii)  all Proceeds of any and all of the foregoing (other than
Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Copyright Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the
Copyrights made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Copyright Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control unless the Collateral
Agent shall otherwise determine.

            Section 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgor an instrument in writing in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in the Copyrights under
this Copyright Security Agreement.

                            [signature page follows]
<PAGE>

      IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security
Agreement to be executed and delivered by its duly authorized offer as of the
date first set forth above.

                                Very truly yours,

                                SFBC INTERNATIONAL, INC.

                                By: _________________________________
                                    Name:
                                    Title:

                                [ORIGINAL GUARANTORS](1)

                                By: _________________________________
                                    Name:
                                    Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: _______________________
    Name:
    Title:

By: _______________________
    Name:
    Title:

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

(1)   This document needs only to be executed by any Guarantor which owns a
      pledged Copyright.

                                      -2-
<PAGE>

                                   SCHEDULE I
                                       TO
                          COPYRIGHT SECURITY AGREEMENT
               COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

COPYRIGHT REGISTRATIONS:

<TABLE>
<CAPTION>
       REGISTRATION
OWNER     NUMBER        TITLE
-----     ------        -----
<S>    <C>              <C>
</TABLE>

COPYRIGHT APPLICATIONS:

<TABLE>
<CAPTION>
OWNER    TITLE
-----    -----
<S>      <C>
</TABLE>

                                      -3-
<PAGE>

                                   SCHEDULE II
                                       TO
                          COPYRIGHT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
NAME                                    ADDRESS
----                                    -------
<S>                         <C>
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
</TABLE>

                                      -4-
<PAGE>

                                                                       EXHIBIT 7

                                    [Form of]

                            PATENT SECURITY AGREEMENT

            PATENT SECURITY AGREEMENT, dated as of December 22, 2004, BY SFBC
INTERNATIONAL, INC. (the "BORROWER") and each Guarantor listed on Schedule II
hereto (collectively, the "ORIGINAL GUARANTORS," and together with the Borrower,
the "PLEDGORS"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as
collateral agent pursuant to the Credit Agreement (in such capacity, the
"COLLATERAL AGENT").

                                  WITNESSETH:

            WHEREAS, Pledgors are party to a Security Agreement of even date
herewith (the "SECURITY AGREEMENT") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Patent Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into Credit
Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Patent Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (i) Patents of such Pledgor listed on Schedule I attached hereto;
and

            (ii) all Proceeds of any and all of the foregoing (other than
Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Patent Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the
Patents made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Patent Security Agreement is deemed to conflict with the Security Agreement, the
provisions of the Security Agreement shall control unless the Collateral Agent
shall otherwise determine.

            Section 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgor an instrument in writing in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in the Patents under this
Patent Security Agreement.

                            [signature page follows]

<PAGE>

            IN WITNESS WHEREOF, each Pledgor has caused this Patent Security
Agreement to be executed and delivered by its duly authorized offer as of the
date first set forth above.

                                      Very truly yours,

                                      SFBC INTERNATIONAL, INC.

                                      By: ___________________________
                                          Name:
                                          Title:

                                      [ORIGINAL GUARANTORS](2)

                                      By: ___________________________
                                          Name:
                                          Title:

UBS AG, STAMFORD BRANCH,
as Collateral Agent
By: _____________________
    Name:
    Title:

By: _____________________
    Name:
    Title:

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

(2)   This document needs only to be executed by any Guarantor which owns a
      pledged Patent.

                                      -2-
<PAGE>

                                   SCHEDULE I
                                       TO
                            PATENT SECURITY AGREEMENT
                  PATENT REGISTRATIONS AND PATENT APPLICATIONS

PATENT REGISTRATIONS:

<TABLE>
<CAPTION>
           REGISTRATION
OWNER         NUMBER         NAME
-----         ------         ----
<S>        <C>               <C>
</TABLE>

PATENT APPLICATIONS:

<TABLE>
<CAPTION>
        APPLICATION
OWNER     NUMBER      NAME
-----     ------      ----
<S>     <C>           <C>
</TABLE>

                                      -3-
<PAGE>

                                   SCHEDULE II
                                       TO
                            PATENT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
NAME                                    ADDRESS
----                                    -------
<S>                         <C>
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
</TABLE>

                                      -4-
<PAGE>

                                                                       EXHIBIT 8

                                    [Form of]

                          TRADEMARK SECURITY AGREEMENT

            TRADEMARK SECURITY AGREEMENT, dated as of December 22, 2004, BY SFBC
INTERNATIONAL, INC. (the "BORROWER") and each Guarantor listed on Schedule II
hereto (collectively, the "ORIGINAL GUARANTORS," together with the Borrower, the
"PLEDGORS"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the "COLLATERAL
AGENT").

                                  WITNESSETH:

            WHEREAS, PLEDGORS are party to a Security Agreement of even date
herewith (the "SECURITY AGREEMENT") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Trademark Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into Credit
Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Trademark Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (i) Trademarks of such Pledgor listed on Schedule I attached hereto;

            (ii) all Goodwill associated with such Trademarks; and

            (iii) all Proceeds of any and all of the foregoing (other than
Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Trademark Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Trustee with respect to the security interest in the Trademarks
made and granted hereby are more fully set forth in the Security Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Trademark Security
Agreement is deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall control unless the Collateral Agent shall otherwise
determine.

            Section 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgor an instrument in writing in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in the Trademarks under
this Trademark Security Agreement.

                            [signature page follows]

<PAGE>

            IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized offer as of the
date first set forth above.

                                        Very truly yours,

                                        SFBC INTERNATIONAL, INC.

                                        By: _________________________
                                            Name:
                                            Title:

                                        [ORIGINAL GUARANTORS](3)

                                        By: _________________________
                                            Name:
                                            Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: __________________
    Name:
    Title:

By: __________________
    Name:
    Title:

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

(3)   This document needs only to be executed by any Guarantor which owns a
      pledged Trademark.

                                      -2-
<PAGE>

                                   SCHEDULE I
                                       TO
                          TRADEMARK SECURITY AGREEMENT
               TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

TRADEMARK REGISTRATIONS:

<TABLE>
<CAPTION>
         REGISTRATION
OWNER       NUMBER        TRADEMARK
-----       ------        ---------
<S>      <C>              <C>
</TABLE>

TRADEMARK APPLICATIONS:

<TABLE>
<CAPTION>
        APPLICATION
OWNER     NUMBER      TRADEMARK
-----     ------      ---------
<S>     <C>           <C>
</TABLE>

                                      -3-
<PAGE>

                                   SCHEDULE II
                                       TO
                          TRADEMARK SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
NAME                                    ADDRESS
----                                    -------
<S>                         <C>
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
_________________________   _______________________________
</TABLE>

                                      -4-
<PAGE>

                                                                       EXHIBIT 9

                                    [FORM OF]

               NOTICE TO BAILEE OF SECURITY INTEREST IN INVENTORY

CERTIFIED MAIL -- RETURN RECEIPT REQUESTED

                                                        [    ], 200[ ]

TO:   [Bailee's Name]
      [Bailee's Address]

                          Re: SFBC INTERNATIONAL, INC.

Ladies and Gentlemen:

            In connection with that certain Security Agreement, dated as of
December [ ], 2004 (the "SECURITY AGREEMENT"), made by SFBC INTERNATIONAL, INC.,
the Guarantors party thereto and UBS AG, Stamford Branch ("UBS") as Collateral
Agent, we have granted to UBS a security interest in substantially all of our
personal property, including our inventory.

            This letter constitutes notice to you, and your signature below will
constitute your acknowledgment, of UBS's continuing first priority security
interest in all goods with respect to which you are acting as bailee. Until you
are notified in writing to the contrary by UBS, however, you may continue to
accept instructions from us regarding the delivery of goods stored by you.

            Your acknowledgment also constitutes a waiver and release, for UBS's
benefit, of any and all claims, liens, including bailee's liens, and demands of
every kind which you have or may later have against such property (including any
right to include such property in any secured financing to which you may become
party).

            In order to complete our records, kindly have a duplicate of this
letter signed by an officer of your company and return same to us at your
earliest convenience.

Receipt acknowledged, confirmed and          Very truly yours,
approved:

[BAILEE]                                     [APPLICABLE PLEDGOR]

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

cc: UBS AG, Stamford Branch
<PAGE>

                                                                     EXHIBIT N-2

                        FORM OF OPINION OF LOCAL COUNSEL

                                                                          [DATE]

UBS AG, Stamford Branch, as Collateral Agent
and
The Lenders Party to the Credit Agreement
Referred to Below

Ladies and Gentlemen:

            We have acted as special counsel in the State of Florida (the
"State") to SFBC International, Inc., a Delaware corporation (the "Company") and
the Subsidiary Guarantors, as such term is defined in the Credit Agreement
(together with Company, collectively, the "Pledgors"), in connection with the
execution and delivery today of and the consummation of the transactions
contemplated by (i) that certain credit agreement dated as of December 22, 2004
(as at any time amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; capitalized terms used
herein and not defined have the meanings assigned to such terms in the Credit
Agreement), among the Company; the Guarantors; the Lenders; UBS AG, Stamford
Branch, as issuing bank, administrative agent and collateral agent; and UBS
Securities LLC, as arranger and bookrunner; and (ii) each of the Security
Documents, including, without limitation, the Mortgage relating to the Mortgaged
Property (as defined in the Mortgage) naming the applicable Pledgor as debtor
thereunder and UBS AG, Stamford Branch, as collateral agent and secured party
thereunder (the "Collateral Agent").

            In rendering the opinions hereinafter set forth, we have reviewed
final forms of the following documents (collectively, the "Documents"):

(i)   the Credit Agreement;

(ii)  a mortgage, assignment of leases and rents, security agreement and fixture
      filing, dated as of the date hereof (as at any time amended, the
      "Mortgage"), made by the Company or the applicable Subsidiary Guarantor in
      favor of the Collateral Agent; and

(iii) the other filings identified in Schedule A attached hereto (collectively,
      the "Other Filings") relating to the Mortgage.

            We have reviewed the Documents and such other instruments, documents
and agreements as we have deemed necessary or appropriate to enable us to render
the opinions hereinafter set forth. We are rendering this opinion to you at the
request of our clients pursuant to Section 4.01(j)(ii) of the Credit Agreement.

            In rendering the opinions hereinafter set forth, we have assumed
that (i) there has occurred due execution and delivery of the Documents and all
documentation in connection therewith and (ii) each of the Company and/or the
Subsidiary Guarantors owns the Mortgaged Property pledged by it.

<PAGE>
                                      -2-

            In addition, the opinions contained in Paragraphs 1 and 2 below are
qualified to the extent that enforceability of the Mortgage may be limited by
(i) bankruptcy, insolvency, moratorium, reorganization or other laws relating to
creditors' rights generally and (ii) general principles of equity, whether
considered in an action at law or in equity.

            Subject to the foregoing assumptions and qualifications, we are of
the opinion that:

1. Mortgage. (a) The Mortgage (i) is enforceable against the mortgagor named
therein in accordance with its terms, (ii) is in proper form as a mortgage and a
fixture filing under applicable laws of the State to be accepted for recording
by the County Recorder[s] identified in Schedule A attached hereto and (iii)
creates and constitutes (A) a valid mortgage lien on that portion of the
Mortgaged Property that constitutes real property ("Real Property"), (B) a valid
security interest in such of the Mortgaged Property (as defined in the Mortgage)
(the "UCC Property") as is subject to the provisions of Article 9 of the Uniform
Commercial Code as in effect in the State of _______________ (the "UCC") and (C)
a valid common law lien on or pledge of such of the Mortgaged Property as is not
UCC Property or Real Property (such property, together with the UCC Property,
the "Personal Property") in favor of the Collateral Agent for the benefit of the
Secured Parties (as defined in the Mortgage) securing the Secured Obligations
(as defined in the Mortgage).

(b) The recording of the Mortgage with the County Recorder[s] identified in
Schedule A attached hereto is the only filing or recording necessary to give
constructive notice of the lien created by the Mortgage to subsequent purchasers
and mortgagees of the Real Property. No other recordings, filings, re-
recordings or refilings other than those identified in Schedule A are necessary
in order to maintain the validity or priority of the lien created by the
Mortgage.

(c) Assuming the recording of the Mortgage with the County Recorder[s]
identified in Schedule A attached hereto, the security interest, lien or pledge
created by the Mortgage in that portion of the Mortgaged Property which
constitutes fixtures and are subject to the provisions of Article 9 of the UCC
is duly perfected.

(d) The priority of the mortgage lien on the Real Property created by the
Mortgage with respect to any extension of credit or other amount (each, a
"Future Advance") secured thereby made or deemed to have been made after the
date of recording of the Mortgage will be the same as the priority of the
Mortgage applicable on such date of recording and such priority will not be
affected by the rights in and to the Real Property of any third party whose
interest in the Real Property attached thereto after the date of such recording
but prior to the date of such Future Advance.

2. Taxes etc. [No taxes or other charges, including, without limitation,
intangible or documentary stamp taxes, recording taxes, transfer taxes or
similar charges, are payable to the State or to any jurisdiction therein on
account of the execution and delivery of the Documents or the creation of the
indebtedness evidenced or secured by any of the Documents or the recording or
filing of the Other Filings, except for nominal filing or recording fees.]

                                       OR

<PAGE>
                                      -3-

            The recording taxes, documentary stamp taxes or note or intangible
taxes due and payable in connection with the subject transaction or the
recording of the Documents or the creation of the indebtedness evidenced or
secured by any of the Documents are as follows:

                          [insert amount of such taxes]

            Any failure to pay such taxes in full or in part (i) shall not
result in the imposition of any penalty or interest on any unpaid taxes against
the Collateral Agent or the Lenders and (ii) shall not require the payment of
any unpaid taxes or any penalty or interest prior to the enforcement of the
Documents or otherwise prohibit, delay or limit the enforcement of the
Documents.

3. Concerning Collateral Agent. (a) The execution, delivery, recordation and
performance by the Collateral Agent, the Lenders or the Company and/or the
Subsidiary Guarantors of the Documents to which each is a party (i) will not
violate any existing law, governmental rule or regulation of the State and (ii)
do not require any license, permit, authorization, consent or other approval of,
any exemption by, or any registration, recording or filing with, any court,
administrative agency or other governmental authority of the State, except for
the recordings and the filings set forth in Schedule A attached hereto.

(b) Neither the Collateral Agent nor any of the Lenders is required (i) to be
qualified to transact business, file any designation for service of process,
file any reports or pay any taxes in the State or (ii) to comply with any
statutory or regulatory requirement applicable only to financial institutions
chartered or qualified to do business in the State, in each case, solely by
reason of the execution and delivery of any of the Documents or by reason of the
participation in any of the transactions under or contemplated by the Documents
including, without limitation, the making and receipt of payments pursuant
thereto and the exercise of any remedy thereunder. If it were determined that
any such qualification and filing were required, the validity of the Documents
would not be affected thereby, but if the Collateral Agent or the Lenders were
not qualified, the Collateral Agent, or the Lenders in the event they institute
remedies without the Collateral Agent, as the case may be, would be precluded
from enforcing their respective rights in the courts of the State until such
time as they are qualified to transact business in the State. However, the lack
of qualification would not result in any waiver of rights or remedies pending
such qualification.

(c) Neither the Collateral Agent nor any of the Lenders shall be liable for any
loss, cost, expense or liability (including, without limitation, clean-up,
corrective action or response costs, penalties, fines or other impositions of
governmental agencies and judgments of private or public litigants) in respect
of any matter arising out of or relating to or under any Environmental Laws of
the State by reason of the execution and delivery of or participation in any of
the transactions under or contemplated by any of the Documents, including,
without limitation, the making and receipt of payments pursuant thereto and the
exercise of any remedy under any of the Documents. The laws of the State do not
provide for a statutory or regulatory lien in favor of any governmental entity
for liability under the Environmental Laws of the State.

4. Usury. Assuming that the Documents are governed by the laws of the State for
the purpose of rendering the opinion set forth in this paragraph, none of the
provisions of the Documents (including, without limitation, the Secured
Obligations as defined in each Security Document) will violate any law, statute
or regulation of the State relating to usury.

<PAGE>
                                      -4-

5. Remedies. (a) The Collateral Agent is permitted under the laws of the State
without naming all of the Lenders in any applicable legal proceeding to exercise
remedies under the Security Documents for the realization of any of the
Collateral in its own name, as Collateral Agent.

(b) The transfer of all or any portion of the Collateral in connection with the
exercise of any remedy under the Mortgage, including, without limitation, by way
of judicial foreclosure, will not restrict, affect or impair the liability of
the Pledgors with respect to the indebtedness secured thereby or the
beneficiary's rights or remedies to the foreclosure or enforcement of any other
security interest or liens securing such indebtedness. The laws of the State do
not require a lienholder to elect to pursue its remedies either against
mortgaged real property or personal property where such lienholder holds
security interests and liens on both real and personal property of debtor.

(c) The Mortgage contains the terms and provisions necessary to enable
Collateral Agent, following a default thereunder, to exercise the remedies which
are customarily available to a mortgage lienholder in the State of Florida.

[(d) Following a foreclosure of the Mortgage, tenants of all or a portion of the
Mortgaged Property shall, at the election of Collateral Agent or any other
person or entity acquiring the Mortgaged Property as a result of such
foreclosure (collectively, an "Acquiring Party"), be obligated to attorn to the
Acquiring Party pursuant to the terms of their respective lease.](1)

6. Choice of Law. A state or Federal court in the State applying the State's
choice of law principles will give effect to the provisions in the Documents
which select the laws of the State of New York as the governing law thereof and
will apply such laws, rather than the laws of the State, to the enforceability,
construction and application thereof.

7. Mortgaged Property. The present use and occupancy of the Mortgaged Property
complies in all respects with all applicable land use, subdivision, building
code and zoning rules and regulations affecting the Mortgaged Property.

      We are admitted to practice in the State. We express no opinion as to
matters under or involving the laws of any jurisdiction other than the laws of
the United States and the State and its political subdivisions.

      The foregoing opinions may be relied on by each of you, by any successors
and assigns of the Collateral Agent and by any participant, assignee or
successor to interests of the Lenders under the Documents.

                                                    Very truly yours,

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

(1)   To be added in transactions in which the leasehold interests have
      substantial value.

<PAGE>

                                   Schedule A

Recording relating to the Mortgage

      [List all Recording[s] relating to the Mortgage[s] to be filed, including
filing locations]

Other Filings

      [List all other necessary filings relating to the Collateral to be filed,
including filing locations]
<PAGE>

                                                                  EXECUTION COPY

                               SECURITY AGREEMENT

                                       by

                            SFBC INTERNATIONAL, INC.,
                                   as Borrower

                                       and

                           THE GUARANTORS PARTY HERETO

                                       and

                            UBS AG, STAMFORD BRANCH,
                               as Collateral Agent

                          Dated as of December 22, 2004

<PAGE>

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

      1.    Financial Statements

      2.    Financial Statement Schedules

      3.    Exhibits

Exhibit Index

<TABLE>
<CAPTION>
Exhibit
Number                                              Description
-------         ------------------------------------------------------------------------------------
<S>             <C>
3.1             Certificate of Incorporation(1)
3.2             First Amendment to Certificate of Incorporation(1)
3.3             Certificate of Correction to Certificate of Incorporation(2)
3.4             Certificate of Correction to Certificate of Incorporation(7)
3.5             Bylaws(1)
3.6             First Amendment to the Bylaws(2)
3.7             Second Amendment to the Bylaws(5)
3.8             Third Amendment to the Bylaws(4)
4.1             Form of Common Stock Certificate(1)
4.2             Indenture relating to 2.25% Convertible Senior Notes due 2024(6)
4.3             Form of 2.25% Convertible Senior Notes due 2024(6)
4.4             Registration Rights Agreement relating to 2.25% Convertible Senior Notes due 2024(6)
10.1            1999 Stock Plan(4)
10.2            CREDIT AND SECURITY AGREEMENT
10.3            Audit Committee Charter(4)
10.4            Post-Closing Agreement regarding the Acquisition of 11190 Biscayne Boulevard,
                Miami Florida(4)
10.5            Acquisition Agreement (Clinical Pharmacology Associates)(3)
10.6            Agreement and Plan of Merger (Taylor Technology, Inc.)(8)
10.7            Amended and Restated Agreement and Plan of Merger with PharmaNet(9)
10.8            2004 Acquisition Stock Option Plan(8)
10.9            FORM OF STOCK OPTION AGREEMENT
10.10           AMENDED AND RESTATED STOCK OPTION AGREEMENT (JEFFREY P. MCMULLEN)
10.11           SUMMARY OF BONUS COMPENSATION
10.12           JEFFREY P. MCMULLEN EMPLOYMENT AGREEMENT
21              SUBSIDIARIES OF SFBC INTERNATIONAL, INC.
23              CONSENT OF GRANT THORNTON LLP DATED MARCH_______, 2005
</TABLE>

<PAGE>

---------------------
(1) Contained in Form SB-2 filed on August 17, 1999

(2) Contained in Form SB-2 filed on October 5, 2000

(3) Contained in Form 8-K filed on August 19, 2003

(4) Contained in Form 10-K filed on March 15, 2004

(5) Contained in Form 10-KSB filed on March 31, 2003

(6) Contained in Form S-3 filed on November 2, 2004

(7) Contained in Form 10-Q filed on August 4, 2004

(8) Contained in Form 8-K filed on July 30, 2004

(9) Contained in Form 8-K filed on December 27, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                         <C>                                                                                <C>
Article I DEFINITIONS AND INTERPRETATION
     Section 1.1.           Definitions.....................................................................     2
     Section 1.2.           Interpretation..................................................................     8
     Section 1.3.           Resolution of Drafting Ambiguities..............................................     9
     Section 1.4.           Perfection Certificate..........................................................     9

Article II GRANT OF SECURITY AND SECURED OBLIGATIONS
     Section 2.1.           Grant of Security Interest......................................................     9
     Section 2.2.           Filings.........................................................................    10

Article III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED
     COLLATERAL
     Section 3.1.           Delivery of Certificated Securities Collateral..................................    10
     Section 3.2.           Perfection of Uncertificated Securities Collateral..............................    11
     Section 3.3.           Financing Statements and Other Filings; Maintenance of Perfected Security
                            Interest........................................................................    11
     Section 3.4.           Other Actions...................................................................    12
     Section 3.5.           Joinder of Additional Guarantors................................................    15
     Section 3.6.           Supplements; Further Assurances.................................................    15

Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS
     Section 4.1.           Title...........................................................................    16
     Section 4.2.           Validity of Security Interest...................................................    16
     Section 4.3.           Defense of Claims; Transferability of Pledged Collateral........................    16
     Section 4.4.           Other Financing Statements......................................................    17
     Section 4.5.           Chief Executive Office; Change of Name; Jurisdiction of Organization............    17
     Section 4.6.           Location of Inventory and Equipment.............................................    17
     Section 4.7.           Due Authorization and Issuance..................................................    17
     Section 4.8.           Consents, etc...................................................................    17
     Section 4.9.           Pledged Collateral..............................................................    18
     Section 4.10.          Insurance.......................................................................    18
     Section 4.11.          Payment of Taxes; Compliance with Laws; Contesting Liens; Claims................    18
     Section 4.12.          Access to Pledged Collateral, Books and Records; Other Information..............    18

Article V CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
     Section 5.1.           Pledge of Additional Securities Collateral......................................    19
     Section 5.2.           Voting Rights; Distributions; etc...............................................    19
     Section 5.3.           Defaults, etc...................................................................    20
     Section 5.4.           Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.......    20

Article VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
     Section 6.1.           Grant of License................................................................    20
     Section 6.2.           Protection of Collateral Agent's Security.......................................    21
     Section 6.3.           After-Acquired Property.........................................................    21
     Section 6.4.           Litigation......................................................................    22
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                         <C>                                                                                <C>
Article VII CERTAIN PROVISIONS CONCERNING ACCOUNTS
     Section 7.1.           Maintenance of Records..........................................................    22
     Section 7.2.           Legend..........................................................................    22
     Section 7.3.           Modification of Terms, etc......................................................    23
     Section 7.4.           Collection......................................................................    23

Article VIII TRANSFERS
     Section 8.1.           Transfers of Pledged Collateral.................................................    23

Article IX REMEDIES
     Section 9.1.           Remedies........................................................................    23
     Section 9.2.           Notice of Sale..................................................................    25
     Section 9.3.           Waiver of Notice and Claims.....................................................    25
     Section 9.4.           Certain Sales of Pledged Collateral.............................................    25
     Section 9.5.           No Waiver; Cumulative Remedies..................................................    27
     Section 9.6.           Certain Additional Actions Regarding Intellectual Property......................    27

Article X PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;
     APPLICATION OF PROCEEDS
     Section 10.1.          Proceeds of Casualty Events and Collateral Dispositions.........................    27
     Section 10.2.          Application of Proceeds.........................................................    27

Article XI MISCELLANEOUS
     Section 11.1.          Concerning Collateral Agent.....................................................    28
     Section 11.2.          Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact.......    28
     Section 11.3.          Continuing Security Interest; Assignment........................................    29
     Section 11.4.          Termination; Release............................................................    29
     Section 11.5.          Modification in Writing.........................................................    29
     Section 11.6.          Notices.......................................................................      30
     Section 11.7.          Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury
                            Trial...........................................................................    30
     Section 11.8.          Severability of Provisions......................................................    30
     Section 11.9.          Execution in Counterparts.......................................................    30
     Section 11.10.         Business Days...................................................................    30
     Section 11.11.         Waiver of Stay..................................................................    30
     Section 11.12.         No Credit for Payment of Taxes or Imposition....................................    30
     Section 11.13.         No Claims Against Collateral Agent..............................................    30
     Section 11.14.         No Release......................................................................    31
     Section 11.15.         Obligations Absolute............................................................    31
</TABLE>

<TABLE>
<S>                         <C>
EXHIBIT 1                   Form of Issuer's Acknowledgment
EXHIBIT 2                   Form of Securities Pledge Amendment
EXHIBIT 3                   Form of Joinder Agreement
EXHIBIT 4                   Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5                   Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6                   Form of Copyright Security Agreement
EXHIBIT 7                   Form of Patent Security Agreement
EXHIBIT 8                   Form of Trademark Security Agreement
EXHIBIT 9                   Form of Bailee's Letter
</TABLE>

                                      -ii-

<PAGE>

                               SECURITY AGREEMENT

            SECURITY AGREEMENT dated as of December 22, 2004 (as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with the provisions hereof, the "AGREEMENT") made by SFBC
INTERNATIONAL, INC., a Delaware corporation (the "BORROWER") and THE GUARANTORS
LISTED ON THE SIGNATURE PAGES HERETO (the "ORIGINAL GUARANTORS") OR FROM TIME TO
TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "ADDITIONAL
GUARANTORS," and together with the Original Guarantors, the "GUARANTORS"), as
pledgors, assignors and debtors (the Borrower, together with the Guarantors, in
such capacities and together with any successors in such capacities, the
"PLEDGORS," and each, a "PLEDGOR"), in favor of UBS AG, STAMFORD BRANCH, in its
capacity as collateral agent pursuant to the Credit Agreement (as hereinafter
defined), as pledgee, assignee and secured party (in such capacities and
together with any successors in such capacities, the "COLLATERAL AGENT").

                                   RECITALS:

            A.    The Borrower, the Original Guarantors, the Collateral Agent
and the lending institutions listed therein (the "LENDERS") have, in connection
with the execution and delivery of this Agreement, entered into that certain
credit agreement, dated as of December 22, 2004 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT").

            B.    Each Original Guarantor has, pursuant to the Credit Agreement,
unconditionally guaranteed the Secured Obligations.

            C.    The Borrower and each Original Guarantor will receive
substantial benefits from the execution, delivery and performance of the
obligations under the Credit Agreement and the other Loan Documents and each is,
therefore, willing to enter into this Agreement.

            D.    Each Pledgor is or, as to Pledged Collateral (as hereinafter
defined) acquired by such Pledgor after the date hereof will be, the legal
and/or beneficial owner of the Pledged Collateral pledged by it hereunder.

            E.    This Agreement is given by each Pledgor in favor of the
Collateral Agent for the benefit of the Secured Parties (as hereinafter defined)
to secure the payment and performance of all of the Secured Obligations.

            F.    It is a condition to the obligations of the Lenders to make
the Loans under the Credit Agreement and a condition to the Issuing Bank issuing
Letters of Credit under the Credit Agreement that each Pledgor execute and
deliver the applicable Loan Documents, including this Agreement.

                                   AGREEMENT:

            NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

<PAGE>

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

            Section 1.1.    Definitions.

            (a)   Unless otherwise defined herein or in the Credit Agreement,
capitalized terms used herein that are defined in the UCC shall have the
meanings assigned to them in the UCC.

            (b)   Terms used but not otherwise defined herein that are defined
in the Credit Agreement shall have the meanings given to them in the Credit
Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein
mutatis mutandis.

            (c)   The following terms shall have the following meanings:

            "ACQUISITION DOCUMENT RIGHTS" shall mean, with respect to each
Pledgor, collectively, all of such Pledgor's rights, title and interest in, to
and under the Acquisition Documents, including (i) all rights and remedies
relating to monetary damages, including indemnification rights and remedies, and
claims for damages or other relief pursuant to or in respect of the Acquisition
Documents, (ii) all rights and remedies relating to monetary damages, including
indemnification rights and remedies, and claims for monetary damages under or in
respect of the agreements, documents and instruments referred to in the
Acquisition Documents or related thereto and (iii) all proceeds, collections,
recoveries and rights of subrogation with respect to the foregoing.

            "ADDITIONAL GUARANTORS" shall have the meaning assigned to such term
in the Preamble hereof.

            "ADDITIONAL PLEDGED INTERESTS" shall mean, collectively, with
respect to each Pledgor, (i) all options, warrants, rights, agreements,
additional membership, partnership or other equity interests of whatever class
of any issuer of Initial Pledged Interests or any interest in any such issuer,
together with all rights, privileges, authority and powers of such Pledgor
relating to such interests in each such issuer or under any Organizational
Document of any such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other equity
interests from time to time acquired by such Pledgor in any manner and (ii) all
membership, partnership or other equity interests, as applicable, of each
limited liability company, partnership or other entity (other than a
corporation) hereafter acquired or formed by such Pledgor and all options,
warrants, rights, agreements, additional membership, partnership or other equity
interests of whatever class of such limited liability company, partnership or
other entity, together with all rights, privileges, authority and powers of such
Pledgor relating to such interests or under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
membership, partnership or other equity interests and any and all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such membership, partnership or other interests, from time to time
acquired by such Pledgor in any manner.

            "ADDITIONAL PLEDGED SHARES" shall mean, collectively, with respect
to each Pledgor, (i) all options, warrants, rights, agreements, additional
shares of capital stock of whatever class of any issuer of the Initial Pledged
Shares or any other equity interest in any such issuer, together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests issued by any such issuer under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
interests and any and all interest of such Pledgor in the entries on the books
of any

                                      -2-

<PAGE>

financial intermediary pertaining to such interests, from time to time acquired
by such Pledgor in any manner and (ii) all the issued and outstanding shares of
capital stock of each corporation hereafter acquired or formed by such Pledgor
and all options, warrants, rights, agreements or additional shares of capital
stock of whatever class of such corporation, together with all rights,
privileges, authority and powers of such Pledgor relating to such shares or
under any Organizational Document of such corporation, and the certificates,
instruments and agreements representing such shares and any and all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such shares, from time to time acquired by such Pledgor in any
manner.

            "AGREEMENT" shall have the meaning assigned to such term in the
Preamble hereof.

            "BAILEE LETTER" shall be an agreement in form substantially similar
to Exhibit 9 annexed hereto.

            "BANK" shall mean each financial institution executing a Control
Agreement in favor of the Collateral Agent in accordance with Section 3.4(b).

            "BORROWER" shall have the meaning assigned to such term in the
Preamble hereof.

            "CLAIMS" shall mean any and all property and other taxes,
assessments and special assessments, levies, fees and all governmental charges
imposed upon or assessed against, and landlords', carriers', mechanics',
workmen's, repairmen's, laborers', materialmen's, suppliers' and warehousemen's
Liens and other claims arising by operation of law against, all or any portion
of the Pledged Collateral.

            "COLLATERAL ACCOUNT" shall mean a collateral account or sub-account
established and maintained in accordance with the provisions of Section 2.18(i)
of the Credit Agreement and all property from time to time on deposit in the
Collateral Account.

            "COLLATERAL AGENT" shall have the meaning assigned to such term in
the Preamble hereof.

            "COMMODITY ACCOUNT CONTROL AGREEMENT" shall mean a commodity account
control agreement in a form that is reasonably satisfactory to the
Administrative Agent.

            "CONTESTED LIENS" shall mean, collectively, any Liens incurred in
respect of any Claims to the extent that the amounts owing in respect thereof
are not yet delinquent or are being contested and otherwise comply with the
provisions of Section 4.11 hereof; provided, however, that such Liens shall in
all respects be subject and subordinate in priority to the Lien and security
interest created by this Agreement, except if and to the extent that the
Requirement of Law creating, permitting or authorizing such Lien provides that
such Lien must be superior to the Lien and security interest created and
evidenced hereby.

            "CONTRACTS" shall mean, collectively, with respect to each Pledgor,
all sale, service, performance, equipment or property lease contracts,
agreements and grants and all other contracts, agreements or grants (in each
case, whether written or oral, or third party or intercompany), between such
Pledgor and third parties, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof.

            "CONTROL" shall mean (i) in the case of each Deposit Account,
"control," as such term is defined in Section 9-104 of the UCC, and (ii) in the
case of any Security Entitlement, "control," as such term is defined in Section
8-106 of the UCC and (iii) in the case of any Commodity Contract, "control," as
such term is defined in Section 9-106 of the UCC.

                                       -3-
<PAGE>

            "CONTROL AGREEMENTS" shall mean, collectively, the Deposit Account
Control Agreement, the Securities Account Control Agreement and the Commodity
Account Control Agreement.

            "CONTROLLED ACCOUNT" shall mean, any Deposit Account, Securities
Account or Commodities Account subject to a Control Agreement.

            "COPYRIGHTS" shall mean, collectively, with respect to each Pledgor,
all copyrights (whether statutory or common law, whether established or
registered in the United States or any other country or any political
subdivision thereof, whether registered or unregistered and whether published or
unpublished) and all copyright registrations and applications made by such
Pledgor, in each case, whether now owned or hereafter created or acquired by or
assigned to such Pledgor, together with any and all (i) rights and privileges
arising under applicable law with respect to such Pledgor's use of such
copyrights, (ii) reissues, renewals, continuations and extensions thereof, (iii)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable with respect thereto, including damages and payments for past,
present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present or future
infringements thereof.

            "COPYRIGHT SECURITY AGREEMENT" shall mean an agreement substantially
in the form annexed hereto as Exhibit 6.

            "CREDIT AGREEMENT" shall have the meaning assigned to such term in
Recital A hereof.

            "DEPOSIT ACCOUNT CONTROL AGREEMENT" shall mean an agreement
substantially in the form annexed hereto as Exhibit 5 or such other form that is
reasonably satisfactory to the Collateral Agent.

            "DEPOSIT ACCOUNTS" shall mean, collectively, with respect to each
Pledgor, (i) all "deposit accounts" as such term is defined in the UCC and in
any event shall include the Collateral Account and all accounts and sub-accounts
relating to any of the foregoing account[s] and (ii) all cash, funds, checks,
notes and instruments from time to time on deposit in any of the accounts or
sub-accounts described in clause (i) of this definition.

            "DISTRIBUTIONS" shall mean, collectively, with respect to each
Pledgor, all dividends, cash, options, warrants, rights, instruments,
distributions, returns of capital or principal, income, interest, profits and
other property, interests (debt or equity) or proceeds, including as a result of
a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to
such Pledgor in respect of or in exchange for any or all of the Pledged
Securities or Intercompany Notes.

            "EXCLUDED PROPERTY" shall mean Special Property other than the
following:

            (a) the right to receive any payment of money (including Accounts,
      General Intangibles and Payment Intangibles) or any other rights referred
      to in Sections 9-406(f), 9-407(a) or 9-408(a) of the UCC to the extent
      that such sections of the UCC are effective to limit the prohibitions
      which make such property "Special Property"; and

            (b) any Proceeds, substitutions or replacements of any Special
      Property (unless such Proceeds, substitutions or replacements would
      constitute Special Property).

            " GENERAL INTANGIBLES" shall mean, collectively, with respect to
each Pledgor, all "general intangibles," as such term is defined in the UCC, of
such Pledgor and, in any event, shall include

                                      -4-
<PAGE>

(i) all of such Pledgor's rights, title and interest in, to and under all
insurance policies and Contracts, (ii) all know-how and warranties relating to
any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other
rights, claims, choses-in-action and causes of action of such Pledgor against
any other person and the benefits of any and all collateral or other security
given by any other person in connection therewith, (iv) all guarantees,
endorsements and indemnifications on, or of, any of the Pledged Collateral or
any of the Mortgaged Property, (v) all lists, books, records, correspondence,
ledgers, printouts, files (whether in printed form or stored electronically),
tapes and other papers or materials containing information relating to any of
the Pledged Collateral or any of the Mortgaged Property, including all customer
or tenant lists, identification of suppliers, data, plans, blueprints,
specifications, designs, drawings, appraisals, recorded knowledge, surveys,
studies, engineering reports, test reports, manuals, standards, processing
standards, performance standards, catalogs, research data, computer and
automatic machinery software and programs and the like, field repair data,
accounting information pertaining to such Pledgor's operations or any of the
Pledged Collateral or any of the Mortgaged Property and all media in which or on
which any of the information or knowledge or data or records may be recorded or
stored and all computer programs used for the compilation or printout of such
information, knowledge, records or data, (vi) all licenses, consents, permits,
variances, certifications, authorizations and approvals, however characterized,
of any Governmental Authority (or any person acting on behalf of a Governmental
Authority) now or hereafter acquired or held by such Pledgor pertaining to
operations now or hereafter conducted by such Pledgor or any of the Pledged
Collateral or any of the Mortgaged Property including building permits,
certificates of occupancy, environmental certificates, industrial permits or
licenses and certificates of operation and (vii) all rights to reserves,
deferred payments, deposits, refunds, indemnification of claims to the extent
the foregoing relate to any Pledged Collateral or Mortgaged Property and claims
for tax or other refunds against any Governmental Authority relating to any
Pledged Collateral or any of the Mortgaged Property.

            "GOODWILL" shall mean, collectively, with respect to each Pledgor,
the goodwill connected with such Pledgor's business including (i) all goodwill
connected with the use of and symbolized by any Trademark or Trademark License
in which such Pledgor has any interest, (ii) all know-how, trade secrets,
customer and supplier lists, proprietary information, inventions, methods,
procedures, formulae, descriptions, compositions, technical data, drawings,
specifications, name plates, catalogs, confidential information and the right to
limit the use or disclosure thereof by any person, pricing and cost information,
business and marketing plans and proposals, consulting agreements, engineering
contracts and such other assets which relate to such goodwill and (iii) all
product lines of such Pledgor's business.

            "GUARANTORS" shall have the meaning assigned to such term in the
Preamble hereof.

            "INITIAL PLEDGED INTERESTS" shall mean, with respect to each
Pledgor, all membership, partnership or other equity interests (other than in a
corporation), as applicable, of each issuer described in Schedule 10 annexed to
the Perfection Certificate, together with all rights, privileges, authority and
powers of such Pledgor in and to each such issuer or under any Organizational
Document of each such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other interests.

            "INITIAL PLEDGED SHARES" shall mean, collectively, with respect to
each Pledgor, the issued and outstanding shares of capital stock of each issuer
described in Schedule 10 annexed to the Perfection Certificate together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests in each such issuer or under any Organizational Document of each such
issuer, and the certificates, instruments and agreements representing such
shares of capital stock and any and all interest

                                      -5-
<PAGE>

of such Pledgor in the entries on the books of any financial intermediary
pertaining to the Initial Pledged Shares.

            "INSTRUMENTS" shall mean, collectively, with respect to each
Pledgor, all "instruments," as such term is defined in Article 9, rather than
Article 3, of the UCC, and shall include all promissory notes, drafts, bills of
exchange or acceptances.

            "INTELLECTUAL PROPERTY COLLATERAL" shall mean, collectively, the
Patents, Trademarks, Copyrights, Licenses and Goodwill.

            "INTERCOMPANY NOTES" shall mean, with respect to each Pledgor, all
intercompany notes described in Schedule 11 annexed to the Perfection
Certificate and intercompany notes hereafter acquired by such Pledgor and all
certificates, instruments or agreements evidencing such intercompany notes, and
all assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof to the extent permitted pursuant to the
terms hereof.

            "INVESTMENT PROPERTY" shall mean a security, whether certificated or
uncertificated, Security Entitlement, Securities Account, Commodity Contract or
Commodity Account, excluding, however, the Securities Collateral.

            "JOINDER AGREEMENT" shall mean an agreement substantially in the
form annexed hereto as Exhibit 3.

            "LENDERS" shall have the meaning assigned to such term in Recital A
hereof.

            "LICENSES" shall mean, collectively, with respect to each Pledgor,
all license and distribution agreements with, and covenants not to sue, any
other party with respect to any Patent, Trademark or Copyright or any other
patent, trademark or copyright, whether such Pledgor is a licensor or licensee,
distributor or distributee under any such license or distribution agreement,
together with any and all (i) renewals, extensions, supplements and
continuations thereof, (ii) income, fees, royalties, damages, claims and
payments now and hereafter due and/or payable thereunder and with respect
thereto including damages and payments for past, present or future infringements
or violations thereof, (iii) rights to sue for past, present and future
infringements or violations thereof and (iv) other rights to use, exploit or
practice any or all of the Patents, Trademarks or Copyrights or any other
patent, trademark or copyright.

            "MORTGAGED PROPERTY" shall have the meaning assigned to such term
in the Mortgages.

            "ORIGINAL GUARANTORS" shall have the meaning assigned to such term
in the Preamble hereof.

            "PATENTS" shall mean, collectively, with respect to each Pledgor,
all patents issued or assigned to and all patent applications and registrations
made by such Pledgor (whether established or registered or recorded in
the United States or any other country or any political subdivision thereof),
together with any and all (i) rights and privileges arising under applicable law
with respect to such Pledgor's use of any patents, (ii) inventions and
improvements described and claimed therein, (iii) reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof, (iv)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable thereunder and with respect thereto including damages and
payments for past, present or future infringements thereof, (v) rights
corresponding thereto throughout the world and (vi) rights to sue for past,
present or future infringements thereof.

                                      -6-
<PAGE>

            "PATENT SECURITY AGREEMENT" shall mean an agreement substantially in
the form annexed hereto as Exhibit 7.

            "PERFECTION CERTIFICATE" shall mean that certain perfection
certificate dated December 22, 2004, executed and delivered by each Pledgor in
favor of the Collateral Agent for the benefit of the Secured Parties, and each
other Perfection Certificate (which shall be in form and substance reasonably
acceptable to the Collateral Agent) executed and delivered by the applicable
Guarantor in favor of the Collateral Agent for the benefit of the Secured
Parties contemporaneously with the execution and delivery of each Joinder
Agreement executed in accordance with Section 3.5 hereof, in each case, as the
same may be amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the Credit Agreement or upon the request of
the Collateral Agent.

            "PLEDGE AMENDMENT" shall have the meaning assigned to such term in
Section 5.1 hereof.

            "PLEDGED COLLATERAL" shall have the meaning assigned to such term
in Section 2.1 hereof.

            "PLEDGED INTERESTS" shall mean, collectively, the Initial Pledged
Interests and the Additional Pledged Interests; provided, however, that to the
extent applicable, Pledged Interests shall not include any interest which is not
required to be pledged pursuant to Section 5.11(b) of the Credit Agreement.

            "PLEDGED SECURITIES" shall mean, collectively, the Pledged
Interests, the Pledged Shares and the Successor Interests.

            "PLEDGED SHARES" shall mean, collectively, the Initial Pledged
Shares and the Additional Pledged Shares; provided, however, that Pledged Shares
shall not include any shares which are not required to be pledged pursuant to
Section 5.11(b) of the Credit Agreement.

            "PLEDGOR" shall have the meaning assigned to such term in the
Preamble hereof.

            "SECURED PARTIES" shall mean, collectively, the Administrative
Agent, the Collateral Agent, each other Agent, the Lenders and each party to a
Hedging Agreement relating to the Loans if at the date of entering into such
Hedging Agreement such person was a Lender or an Affiliate of a Lender and such
person executes and delivers to the Administrative Agent a letter agreement in
form and substance acceptable to the Administrative Agent pursuant to which such
person (i) appoints the Collateral Agent as its agent under the applicable Loan
Documents and (ii) agrees to be bound by the provisions of Section 9.03 of the
Credit Agreement.

            "SECURITIES ACCOUNT CONTROL AGREEMENT" shall mean an agreement
substantially in the form annexed hereto as Exhibit 4 or such other form that is
reasonably satisfactory to the Collateral Agent.

            "SECURITIES COLLATERAL" shall mean, collectively, the Pledged
Securities, the Intercompany Notes and the Distributions.

            "SPECIAL PROPERTY" shall mean:

            (a) any permit, lease or license held by any Pledgor that validly
      prohibits the creation by such Pledgor of a security interest therein;

                                      -7-
<PAGE>

            (b) any permit, lease or license held by any Pledgor to the extent
      that any Requirement of Law applicable thereto prohibits the creation of a
      security interest therein; and

            (c) Equipment owned by any Pledgor on the date hereof or hereafter
      acquired that is subject to a Lien securing a Purchase Money Obligation or
      Capital Lease Obligation permitted to be incurred pursuant to the
      provisions of the Credit Agreement if the contract or other agreement in
      which such Lien is granted (or the documentation providing for such
      Purchase Money Obligation or Capital Lease Obligation) validly prohibits
      the creation of any other Lien on such Equipment;

provided, however, that in each case described in clauses (a), (b) and (c) of
this definition, such property shall constitute "Special Property" only to the
extent and for so long as such permit, lease, license, contract or other
agreement or Requirement of Law applicable thereto validly prohibits the
creation of a Lien on such property in favor of the Collateral Agent and, upon
the termination of such prohibition (howsoever occurring), such property shall
cease to constitute "Special Property."

            "SUCCESSOR INTERESTS" shall mean, collectively, with respect to each
Pledgor, all shares of each class of the capital stock of the successor
corporation or interests or certificates of the successor limited liability
company, partnership or other entity owned by such Pledgor (unless such
successor is such Pledgor itself) formed by or resulting from any consolidation
or merger in which any person listed in Schedule 1(a) annexed to the Perfection
Certificate is not the surviving entity; provided, however, that to the extent
applicable, Successor Interest shall not include any shares or interests which
are not required to be pledged pursuant to Section 5.11(b) of the Credit
Agreement.

            "TRADEMARKS" shall mean, collectively, with respect to each Pledgor,
all trademarks (including service marks), slogans, logos, certification marks,
trade dress, uniform resource locations (URL's), domain names, corporate names
and trade names, whether registered or unregistered, owned by or assigned to
such Pledgor and all registrations and applications for the foregoing (whether
statutory or common law and whether established or registered in the United
States or any other country or any political subdivision thereof), together with
any and all (i) rights and privileges arising under applicable law with respect
to such Pledgor's use of any trademarks, (ii) reissues, continuations,
extensions and renewals thereof, (iii) income, fees, royalties, damages and
payments now and hereafter due and/or payable thereunder and with respect
thereto, including damages, claims and payments for past, present or future
infringements thereof, (iv) rights corresponding thereto throughout the world
and (v) rights to sue for past, present and future infringements thereof.

            "TRADEMARK SECURITY AGREEMENT" shall mean an agreement substantially
in the form annexed hereto as Exhibit 8.

            "UCC" shall mean the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided, however, that if by reason of
mandatory provisions of law, any or all of the attachment, perfection or
priority of the Collateral Agent's and the Secured Parties' security interest in
any item or portion of the Pledged Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term "UCC" shall mean the Uniform Commercial Code as in effect on the date
hereof in such other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of definitions
relating to such provisions.

            Section 1.2. Interpretation. The rules of interpretation specified
in the Credit Agreement (including Section 1.03 thereof) shall be applicable to
this Agreement.

                                      -8-
<PAGE>

            Section 1.3. Resolution of Drafting Ambiguities. Each Pledgor
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery hereof, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., the Collateral Agent) shall not be employed in the
interpretation hereof.

            Section 1.4. Perfection Certificate. The Collateral Agent and each
Secured Party agree that the Perfection Certificate and all descriptions of
Pledged Collateral, schedules, amendments and supplements thereto are and shall
at all times remain a part of this Agreement.

                                   ARTICLE II

                   GRANT OF SECURITY AND SECURED OBLIGATIONS

            Section 2.1. Grant of Security Interest. As collateral security for
the payment and performance in full of all the Secured Obligations, each Pledgor
hereby pledges and grants to the Collateral Agent for the benefit of the Secured
Parties, a lien on and security interest in and to all of the right, title and
interest of such Pledgor in, to and under the following property, wherever
located, whether now existing or hereafter arising or acquired from time to time
(collectively, the "PLEDGED COLLATERAL"):

            (i)   all Accounts;

            (ii)  all Equipment, Goods, Inventory and Fixtures;

            (iii) all Documents, Instruments and Chattel Paper;

            (iv)  all Letters of Credit and Letter-of-Credit Rights;

            (v)   all Securities Collateral;

            (vi)  all Collateral Accounts;

            (vii) all Investment Property;

            (viii) all Intellectual Property Collateral;

            (ix)  the Commercial Tort Claims described on Schedule 14 to the
                  Perfection Certificate;

            (x)   all General Intangibles;

            (xi)  all Deposit Accounts;

            (xii) all Acquisition Documents and Acquisition Document Rights;

            (xiii) all Supporting Obligations;

            (xiv) all books and records relating to the Pledged Collateral; and

            (xv)  to the extent not covered by clauses (i) through (xiv) of this
                  sentence, all other personal property of such Pledgor, whether
                  tangible or intangible and all Proceeds and products of each
                  of the foregoing and all accessions to,

                                      -9-
<PAGE>

                  substitutions and replacements for, and rents, profits and
                  products of, each of the foregoing, any and all Proceeds of
                  any insurance, indemnity, warranty or guaranty payable to such
                  Pledgor from time to time with respect to any of the
                  foregoing.

            Notwithstanding anything to the contrary contained in clauses (i)
through (xv) above, the security interest created by this Agreement shall not
extend to, and the term "Pledged Collateral" shall not include, any Excluded
Property and (i) the Pledgors shall from time to time at the request of the
Collateral Agent give written notice to the Collateral Agent identifying in
reasonable detail the Special Property (and stating in such notice that such
Special Property constitutes "EXCLUDED PROPERTY") and shall provide to the
Collateral Agent such other information regarding the Special Property as the
Collateral Agent may reasonably request and (ii) from and after the Closing
Date, no Pledgor shall permit to become effective in any document creating,
governing or providing for any permit, lease or license, a provision that would
prohibit the creation of a Lien on such permit, lease or license in favor of the
Collateral Agent unless such Pledgor believes, in its reasonable judgment, that
such prohibition is usual and customary in transactions of such type.

            Section 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes
the Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) and
amendments thereto that contain the information required by Article 9 of the
Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment relating to the Pledged Collateral, including
(i) whether such Pledgor is an organization, the type of organization and any
organizational identification number issued to such Pledgor, (ii) any financing
or continuation statements or other documents without the signature of such
Pledgor where permitted by law, including the filing of a financing statement
describing the Pledged Collateral as "all personal property" and (iii) in the
case of a financing statement filed as a fixture filing or covering Pledged
Collateral constituting minerals or the like to be extracted or timber to be
cut, a sufficient description of the real property to which such Pledged
Collateral relates. Each Pledgor agrees to provide all information described in
the immediately preceding sentence to the Collateral Agent promptly upon
request.

            (b) Each Pledgor hereby ratifies its authorization for the
Collateral Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto relating to the Pledged Collateral if filed
prior to the date hereof.

            (c) Each Pledgor hereby further authorizes the Collateral Agent to
file filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country), including this Agreement, the Copyright Security Agreement, the Patent
Security Agreement and the Trademark Security Agreement, or other documents for
the purpose of perfecting, confirming, continuing, enforcing or protecting the
security interest granted by such Pledgor hereunder, without the signature of
such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as
secured party.

                                   ARTICLE III

                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                           USE OF PLEDGED COLLATERAL

            Section 3.1. Delivery of Certificated Securities Collateral. Each
Pledgor represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date
hereof have been delivered to the Collateral Agent in suitable form for

                                      -10-
<PAGE>

transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and that the Collateral Agent has a perfected first priority
security interest therein. Each Pledgor hereby agrees that all certificates,
agreements or instruments representing or evidencing Securities Collateral
acquired by such Pledgor after the date hereof shall immediately upon receipt
thereof by such Pledgor be delivered to and held by or on behalf of the
Collateral Agent pursuant hereto. All certificated Securities Collateral shall
be in suitable form for transfer by delivery or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Collateral Agent. The Collateral Agent shall have
the right, at any time upon the occurrence and during the continuance of any
Event of Default, to endorse, assign or otherwise transfer to or to register in
the name of the Collateral Agent or any of its nominees or endorse for
negotiation any or all of the Securities Collateral, without any indication that
such Securities Collateral is subject to the security interest hereunder. In
addition, upon the occurrence and during the continuance of an Event of Default,
the Collateral Agent shall have the right at any time to exchange certificates
representing or evidencing Securities Collateral for certificates of smaller or
larger denominations.

            Section 3.2. Perfection of Uncertificated Securities Collateral.
Each Pledgor represents and warrants that the Collateral Agent has a perfected
first priority security interest in all uncertificated Pledged Securities
pledged by it hereunder that is in existence on the date hereof. Each Pledgor
hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to
the extent permitted by applicable law (i) if necessary or desirable to perfect
a security interest in such Pledged Securities, cause such pledge to be recorded
on the equityholder register or the books of the issuer, cause the issuer to
execute and deliver to the Collateral Agent an acknowledgment of the pledge of
such Pledged Securities substantially in the form of Exhibit 1 annexed hereto,
execute any customary pledge forms or other documents necessary or appropriate
to complete the pledge and give the Collateral Agent the right to transfer such
Pledged Securities under the terms hereof and, upon reasonable request, provide
to the Collateral Agent an opinion of counsel, in form and substance reasonably
satisfactory to the Collateral Agent, confirming such pledge and perfection
thereof and (ii) use its commercially reasonable efforts to cause such Pledged
Securities to become certificated and delivered to the Collateral Agent in
accordance with the provisions of Section 3.1.

            Section 3.3. Financing Statements and Other Filings; Maintenance of
Perfected Security Interest. Each Pledgor represents and warrants that all
filings necessary to perfect the security interest granted by it to the
Collateral Agent in respect of the Pledged Collateral have been delivered to the
Collateral Agent in completed and, to the extent necessary or appropriate, duly
executed form for filing in each governmental, municipal or other office
specified in Schedule 6 annexed to the Perfection Certificate. Each Pledgor
agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor will
maintain the security interest created by this Agreement in the Pledged
Collateral as a perfected first priority security interest and shall defend such
security interest against the claims and demands of all persons except Permitted
Collateral Liens, (ii) such Pledgor shall furnish to the Collateral Agent from
time to time statements and schedules further identifying and describing the
Pledged Collateral and such other reports in connection with the Pledged
Collateral as the Collateral Agent may reasonably request, all in reasonable
detail and (iii) at any time and from time to time, upon the written request of
the Collateral Agent, such Pledgor shall promptly and duly execute and deliver,
and file and have recorded, such further instruments and documents and take such
further action as the Collateral Agent may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and the rights and
powers herein granted, including the filing of any financing statements,
continuation statements and other documents (including this Agreement) under the
Uniform Commercial Code (or other similar laws) in effect in any jurisdiction
with respect to the security interest created hereby and the execution and
delivery of Control Agreements, all in form reasonably satisfactory to the
Collateral Agent and in such offices (including the United States Patent and
Trademark Office and the United States Copyright Office) wherever required by
law to perfect, continue and maintain a valid, enforceable, first priority
security

                                      -11-
<PAGE>

interest in the Pledged Collateral as provided herein and to preserve the other
rights and interests granted to the Collateral Agent hereunder, as against third
parties, with respect to the Pledged Collateral.

            Section 3.4. Other Actions. In order to further insure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the Collateral Agent's security interest in the Pledged Collateral,
each Pledgor represents and warrants (as to itself) as follows and agrees, in
each case at such Pledgor's own expense, to take the following actions with
respect to the following Pledged Collateral:

            (a) Instruments and Tangible Chattel Paper. (i) No amounts payable
      under or in connection with any of the Pledged Collateral are evidenced by
      any Instrument or Tangible Chattel Paper other than such Instruments and
      Tangible Chattel Paper listed in Schedule 11 annexed to the Perfection
      Certificate and (ii) each Instrument and each item of Tangible Chattel
      Paper listed in Schedule 11 annexed to the Perfection Certificate has been
      properly endorsed, assigned and delivered to the Collateral Agent,
      accompanied by instruments of transfer or assignment duly executed in
      blank. If any amount then payable under or in connection with any of the
      Pledged Collateral shall be evidenced by any Instrument or Tangible
      Chattel Paper, and such amount, together with all amounts payable
      evidenced by any Instrument or Tangible Chattel Paper not previously
      delivered to the Collateral Agent exceeds $500,000 in the aggregate for
      all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel
      Paper shall forthwith endorse, assign and deliver the same to the
      Collateral Agent, accompanied by such instruments of transfer or
      assignment duly executed in blank as the Collateral Agent may from time to
      time specify.

            (b) Deposit Accounts. (i) Each Pledgor has neither opened nor
      maintains any Deposit Accounts other than the accounts listed in Schedule
      15 annexed to the Perfection Certificate and (ii) the Collateral Agent has
      a perfected first priority security interest in each Deposit Account
      listed in Schedule 15 annexed to the Perfection Certificate by Control. No
      Pledgor shall hereafter establish and maintain any Deposit Account unless
      (1) the applicable Pledgor shall have given the Collateral Agent 30 days'
      prior written notice of its intention to establish such new Deposit
      Account with a Bank, (2) such Bank shall be reasonably acceptable to the
      Collateral Agent and (3) such Bank and such Pledgor shall have duly
      executed and delivered to the Collateral Agent a Deposit Account Control
      Agreement with respect to such Deposit Account, provided that, Pledgors
      shall not be required to deliver Control Agreements with respect to the
      Deposit Account established at Commercial Bank (Account No. 9041009266)
      and any petty cash account if the aggregate amount of deposits in all such
      Deposit Accounts does not exceed $1.0 million at any one time outstanding.
      Each Pledgor agrees that at the time it establishes any additional Deposit
      Accounts it shall enter into a duly authorized, executed and delivered
      Deposit Account Control Agreement with respect to such Deposit Account.
      The Collateral Agent agrees with each Pledgor that the Collateral Agent
      shall not give any instructions directing the disposition of funds from
      time to time credited to any Deposit Account or withhold any withdrawal
      rights from such Pledgor with respect to funds from time to time credited
      to any Deposit Account unless an Event of Default has occurred and is
      continuing. The provisions of this Section 3.4(b) shall not apply to the
      Collateral Account or to any other Deposit Accounts for which the
      Collateral Agent is the Bank. No Pledgor shall grant Control of any
      Deposit Account to any person other than the Collateral Agent.

            (c) Investment Property. (i) Each Pledgor (1) has no Securities
      Accounts or Commodity Accounts other than those listed in Schedule 15
      annexed to the Perfection Certificate and the Collateral Agent has a
      perfected first priority security interest in such Securities Accounts and
      Commodity Accounts by Control, (2) does not hold, own or have any interest
      in any

                                      -12-
<PAGE>

      certificated securities or uncertificated securities other than those
      constituting Pledged Securities and those maintained in Securities
      Accounts or Commodity Accounts listed in Schedule 15 annexed to the
      Perfection Certificate and (3) as of the date hereof, has entered into a
      duly authorized, executed and delivered Securities Account Control
      Agreement or a Commodity Account Control Agreement with respect to each
      Securities Account or Commodity Account listed in Schedule 15 annexed to
      the Perfection Certificate, as applicable.

            (ii) If any Pledgor shall at any time hold or acquire any
      certificated securities constituting Investment Property, such Pledgor
      shall promptly (a) endorse, assign and deliver the same to the Collateral
      Agent, accompanied by such instruments of transfer or assignment duly
      executed in blank, all in form and substance reasonably satisfactory to
      the Collateral Agent or (b) deliver such securities into a Securities
      Account with respect to which a Control Agreement is in effect in favor of
      the Collateral Agent. If any securities now or hereafter acquired by any
      Pledgor constituting Investment Property are uncertificated and are issued
      to such Pledgor or its nominee directly by the issuer thereof, such
      Pledgor shall promptly notify the Collateral Agent thereof and pursuant to
      an agreement in form and substance satisfactory to the Collateral Agent,
      either (A) cause the issuer to agree to comply with instructions from the
      Collateral Agent as to such securities, without further consent of any
      Pledgor or such nominee, (B) cause a Security Entitlement with respect to
      such uncertificated security to be held in a Securities Account with
      respect to which the Collateral Agent has Control or (C) arrange for the
      Collateral Agent to become the registered owner of the securities. Pledgor
      shall not hereafter establish and maintain any Securities Account or
      Commodity Account with any Securities Intermediary or Commodity
      Intermediary unless (1) the applicable Pledgor shall have given the
      Collateral Agent 30 days' prior written notice of its intention to
      establish such new Securities Account or Commodity Account with such
      Securities Intermediary or Commodity Intermediary, (2) such Securities
      Intermediary or Commodity Intermediary shall be reasonably acceptable to
      the Collateral Agent and (3) such Securities Intermediary or Commodity
      Intermediary, as the case may be, and such Pledgor shall have duly
      executed and delivered a Control Agreement with respect to such Securities
      Account or Commodity Account, as the case may be. Each Pledgor shall
      accept any cash and Investment Property in trust for the benefit of the
      Collateral Agent and within one Business Day of actual receipt thereof,
      deposit any cash or Investment Property and any new securities,
      instruments, documents or other property by reason of ownership of the
      Investment Property (other than payments of a kind described in Section
      7.4 hereof) received by it into a Controlled Account. The Collateral Agent
      agrees with each Pledgor that the Collateral Agent shall not give any
      Entitlement Orders or instructions or directions to any issuer of
      uncertificated securities, Securities Intermediary or Commodity
      Intermediary, and shall not withhold its consent to the exercise of any
      withdrawal or dealing rights by such Pledgor, unless an Event of Default
      has occurred and is continuing, or, after giving effect to any such
      investment and withdrawal rights would occur. The provisions of this
      Section 3.4(c) shall not apply to any Financial Assets credited to a
      Securities Account for which the Collateral Agent is the Securities
      Intermediary. No Pledgor shall grant control over any Investment Property
      to any person other than the Collateral Agent.

            (iii) As between the Collateral Agent and the Pledgors, the Pledgors
      shall bear the investment risk with respect to the Investment Property and
      Pledged Securities, and the risk of loss of, damage to, or the destruction
      of the Investment Property and Pledged Securities, whether in the
      possession of, or maintained as a security entitlement or deposit by, or
      subject to the control of, the Collateral Agent, a Securities
      Intermediary, Commodity Intermediary, any Pledgor or any other person;
      provided, however, that nothing contained in this Section 3.4(c) shall
      release or relieve any Securities Intermediary or Commodity Intermediary
      of its duties and obligations to the Pledgors or any other person under
      any Control Agreement or under applicable law. Each

                                      -13-
<PAGE>

      Pledgor shall promptly pay all Claims and fees of whatever kind or nature
      with respect to the Investment Property and Pledged Securities pledged by
      it under this Agreement. In the event any Pledgor shall fail to make such
      payment contemplated in the immediately preceding sentence, the Collateral
      Agent may do so for the account of such Pledgor and the Pledgors shall
      promptly reimburse and indemnify the Collateral Agent from all costs and
      expenses incurred by the Collateral Agent under this Section 3.4(c) in
      accordance with Section 11.03 of the Credit Agreement.

            (d) Electronic Chattel Paper and Transferable Records. No amount
      under or in connection with any of the Pledged Collateral is evidenced by
      any Electronic Chattel Paper or any "transferable record" (as that term is
      defined in Section 201 of the Federal Electronic Signatures in Global and
      National Commerce Act, or in Section 16 of the Uniform Electronic
      Transactions Act as in effect in any relevant jurisdiction) other than
      such Electronic Chattel Paper and transferable records listed in Schedule
      11 annexed to the Perfection Certificate. If any amount payable under or
      in connection with any of the Pledged Collateral shall be evidenced by any
      Electronic Chattel Paper or any transferable record, the Pledgor acquiring
      such Electronic Chattel Paper or transferable record shall promptly notify
      the Collateral Agent thereof and shall take such action as the Collateral
      Agent may reasonably request to vest in the Collateral Agent control under
      UCC Section 9-105 of such Electronic Chattel Paper or control under
      Section 201 of the Federal Electronic Signatures in Global and National
      Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
      Transactions Act, as so in effect in such jurisdiction, of such
      transferable record. The requirement in the preceding sentence shall apply
      to the extent that such amount, together with all amounts payable
      evidenced by Electronic Chattel Paper or any transferable record in which
      the Collateral Agent has not been vested control within the meaning of the
      statutes described in this sentence exceeds $500,000 in the aggregate for
      all Pledgors. The Collateral Agent agrees with such Pledgor that the
      Collateral Agent will arrange, pursuant to procedures satisfactory to the
      Collateral Agent and so long as such procedures will not result in the
      Collateral Agent's loss of control, for the Pledgor to make alterations to
      the Electronic Chattel Paper or transferable record permitted under UCC
      Section 9-105 or, as the case may be, Section 201 of the Federal
      Electronic Signatures in Global and National Commerce Act or Section 16 of
      the Uniform Electronic Transactions Act for a party in control to allow
      without loss of control, unless an Event of Default has occurred and is
      continuing or would occur after taking into account any action by such
      Pledgor with respect to such Electronic Chattel Paper or transferable
      record.

            (e) Letter-of-Credit Rights. If any Pledgor is at any time a
      beneficiary under a Letter of Credit now or hereafter issued in favor of
      such Pledgor, other than a Letter of Credit issued pursuant to the Credit
      Agreement, such Pledgor shall promptly notify the Collateral Agent thereof
      and such Pledgor shall, at the request of the Collateral Agent, pursuant
      to an agreement in form and substance reasonably satisfactory to the
      Collateral Agent, either (i) arrange for the issuer and any confirmer of
      such Letter of Credit to consent to an assignment to the Collateral Agent
      of the proceeds of any drawing under the Letter of Credit or (ii) arrange
      for the Collateral Agent to become the transferee beneficiary of such
      Letter of Credit, with the Collateral Agent agreeing, in each case, that
      the proceeds of any drawing under the Letter of Credit are to be applied
      as provided in the Credit Agreement. The actions in the preceding sentence
      shall be taken to the extent that the amount under such Letter of Credit,
      together with all amounts under Letters of Credit for which the actions
      described above in clause (i) and (ii) have not been taken, exceeds
      $500,000 in the aggregate for all Pledgors.

            (f) Commercial Tort Claims. As of the date hereof each Pledgor
      hereby represents and warrants that it holds no Commercial Tort Claims
      other than those listed in Schedule 14

                                      -14-
<PAGE>

      annexed to the Perfection Certificate. If any Pledgor shall at any time
      hold or acquire a Commercial Tort Claim having a value together with all
      other Commercial Tort Claims of all Pledgors in which the Collateral Agent
      does not have a security interest in excess of $500,000 in the aggregate,
      such Pledgor shall immediately notify the Collateral Agent in writing
      signed by such Pledgor of the brief details thereof and grant to the
      Collateral Agent in such writing a security interest therein and in the
      Proceeds thereof, all upon the terms of this Agreement, with such writing
      to be in form and substance reasonably satisfactory to the Collateral
      Agent.

            (g) Landlord's Access Agreements/Bailee Letters. Each Pledgor shall
      use its commercially reasonable efforts to obtain as soon as practicable
      after the date hereof with respect to each location set forth in Schedule
      4.01(p)(vi) annexed to the Credit Agreement, where such Pledgor maintains
      Pledged Collateral, a Bailee Letter and/or Landlord Access Agreement, as
      applicable, and use commercially reasonable efforts to obtain a Bailee
      Letter, Landlord Access Agreement and/or landlord's lien waiver, as
      applicable, from all such bailees and landlords, as applicable, who from
      time to time have possession of Pledged Collateral in the ordinary course
      of such Pledgor's business and if reasonably requested by the Collateral
      Agent. A waiver of bailee's lien shall not be required if the value of the
      Pledged Collateral held by such bailee is less then $10,000, provided that
      the aggregate value of the Pledged Collateral held by all bailees who have
      not delivered a Bailee Letter is less than $200,000 in the aggregate.

            (h) Motor Vehicles. Upon the request of the Collateral Agent, each
      Pledgor shall deliver to the Collateral Agent originals of the
      certificates of title or ownership for the motor vehicles (and any other
      Equipment covered by Certificates of Title or ownership) owned by it with
      the Collateral Agent listed as lienholder therein. Such requirement shall
      apply to the Pledgors if any such motor vehicle (or any such other
      Equipment) is valued at over $50,000, provided that the value of all such
      motor vehicles (and such Equipment) as to which any Pledgor has not
      delivered a Certificate of Title or ownership is over $500,000.

            Section 3.5. Joinder of Additional Guarantors. The Pledgors shall
cause each Subsidiary of the Borrower which, from time to time, after the date
hereof shall be required to pledge any assets to the Collateral Agent for the
benefit of the Secured Parties pursuant to the provisions of the Credit
Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder
Agreement substantially in the form of Exhibit 3 annexed hereto within 30
Business Days on which it was acquired or created and (ii) a Perfection
Certificate, in each case, within 30 Business Days of the date on which it was
acquired or created or (b) in the case of a Subsidiary organized outside of the
United States required to pledge any assets to the Collateral Agent, execute and
deliver such documentation as the Collateral Agent shall reasonably request and,
in each case, upon such execution and delivery, such Subsidiary shall constitute
a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and
effect as if originally named as a Guarantor and Pledgor herein. The execution
and delivery of such Joinder Agreement shall not require the consent of any
Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new
Guarantor and Pledgor as a party to this Agreement.

            Section 3.6. Supplements; Further Assurances. Each Pledgor shall
take such further actions, and to execute and deliver to the Collateral Agent
such additional assignments, agreements, supplements, powers and instruments, as
the Collateral Agent may in its reasonable judgment deem necessary or
appropriate, wherever required by law, in order to perfect, preserve and protect
the security interest in the Pledged Collateral as provided herein and the
rights and interests granted to the Collateral Agent hereunder, to carry into
effect the purposes hereof or better to assure and confirm unto the Collateral
Agent the Pledged Collateral or permit the Collateral Agent to exercise and
enforce its rights, powers and remedies hereunder with respect to any Pledged
Collateral. Without limiting the generality of

                                      -15-
<PAGE>

the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or
refile and/or deliver to the Collateral Agent from time to time upon reasonable
request such lists, descriptions and designations of the Pledged Collateral,
copies of warehouse receipts, receipts in the nature of warehouse receipts,
bills of lading, documents of title, vouchers, invoices, schedules, confirmatory
assignments, supplements, additional security agreements, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other assurances or instruments as the Collateral Agent shall reasonably
request. If an Event of Default has occurred and is continuing, the Collateral
Agent may institute and maintain, in its own name or in the name of any Pledgor,
such suits and proceedings as the Collateral Agent may be advised by counsel
shall be necessary or expedient to prevent any impairment of the security
interest in or the perfection thereof in the Pledged Collateral. All of the
foregoing shall be at sole cost and expense of the Pledgors.

                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

          Each Pledgor represents, warrants and covenants as follows:

            Section 4.1. Title. Except for the security interest granted to the
Collateral Agent for the ratable benefit of the Secured Parties pursuant to this
Agreement and Permitted Liens, such Pledgor owns and, as to Pledged Collateral
acquired by it from time to time after the date hereof, will own the rights in
each item of Pledged Collateral pledged by it hereunder free and clear of any
and all Liens or claims of others other than Permitted Collateral Liens. In
addition, no Liens or claims exist on the Securities Collateral, has other than
as permitted by Section 6.02 of the Credit Agreement. Such Pledgor has not
filed, nor authorized any third party to file a financing statement or other
public notice with respect to all or any part of the Pledged Collateral on file
or of record in any public office, except such as have been filed in favor of
the Collateral Agent pursuant to this Agreement or as are permitted by the
Credit Agreement or financing statements or public notices relating to the
termination statements listed on Schedule 8 to the Perfection Certificate. No
person other than the Collateral Agent has control or possession of all or any
part of the Pledged Collateral, except as permitted by the Credit Agreement.

            Section 4.2. Validity of Security Interest. The security interest in
and Lien on the Pledged Collateral granted to the Collateral Agent for the
benefit of the Secured Parties hereunder constitutes (a) a legal and valid
security interest in all the Pledged Collateral securing the payment and
performance of the Secured Obligations, and (b) subject to the filings and other
actions described in Schedule 6 annexed to the Perfection Certificate, a
perfected security interest in all the Pledged. The security interest and Lien
granted to the Collateral Agent for the benefit of the Secured Parties pursuant
to this Agreement in and on the Pledged Collateral will at all times constitute
a perfected, continuing security interest therein prior to all other Liens on
the Pledged Collateral in existence on the date hereof except for Permitted
Collateral Liens (in the case of Pledged Collateral other than Pledged
Securities).

            Section 4.3. Defense of Claims; Transferability of Pledged
Collateral. Each Pledgor shall, at its own cost and expense, defend title to the
Pledged Collateral pledged by it hereunder and the security interest therein and
Lien thereon granted to the Collateral Agent and the priority thereof against
all claims and demands of all persons, at its own cost and expense, at any time
claiming any interest therein adverse to the Collateral Agent or any other
Secured Party other than Permitted Collateral Liens (other than Contested
Liens). There is no agreement, and no Pledgor shall enter into any agreement or
take any other action, that would restrict the transferability of any of the
Pledged Collateral or otherwise impair or conflict with such Pledgors'
obligations or the rights of the Collateral Agent hereunder.

                                      -16-
<PAGE>

            Section 4.4. Other Financing Statements. It has not filed, nor
authorized any third party to file (nor will there be any) valid or effective
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Pledged Collateral other than financing statements and other
statements and instruments relating to Permitted Collateral Liens. So long as
any of the Secured Obligations remain unpaid (other than Obligations relating to
Hedging Agreements), any Letter of Credit remains outstanding and the
Commitments have not been terminated, no Pledgor shall execute, authorize or
permit to be filed in any public office any financing statement (or similar
statement or instrument of registration under the law of any jurisdiction)
relating to any Pledged Collateral, except financing statements and other
statements and instruments filed or to be filed in respect of and covering the
security interests granted by such Pledgor to the holder of the Permitted
Collateral Liens.

            Section 4.5. Chief Executive Office; Change of Name; Jurisdiction of
Organization.

(a) It shall comply with the provisions of Section 5.13(a) of the Credit
Agreement.

            (b) The Collateral Agent may rely on opinions of counsel as to
whether any or all UCC financing statements of the Pledgors need to be amended
as a result of any of the changes described in Section 5.13(a) of the Credit
Agreement. If any Pledgor fails to provide information to the Collateral Agent
about such changes on a timely basis, the Collateral Agent shall not be liable
or responsible to any party for any failure to maintain a perfected security
interest in such Pledgor's property constituting Pledged Collateral, for which
the Collateral Agent needed to have information relating to such changes. The
Collateral Agent shall have no duty to inquire about such changes if any Pledgor
does not inform the Collateral Agent of such changes, the parties acknowledging
and agreeing that it would not be feasible or practical for the Collateral Agent
to search for information on such changes if such information is not provided by
any Pledgor.

            Section 4.6. Location of Inventory and Equipment. It shall not move
any Equipment or Inventory to any location other than one within the continental
United States until (i) it shall have given the Collateral Agent not less than
30 days' prior written notice (in the form of an Officers' Certificate) of its
intention so to do, clearly describing such new location within the continental
United States and providing such other information in connection therewith as
the Collateral Agent may reasonably request and (ii) with respect to such new
location, such Pledgor shall have taken all action reasonably satisfactory to
the Collateral Agent to maintain the perfection and priority of the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Pledged Collateral intended to be granted hereby, including using commercially
reasonable efforts to obtain waivers of landlord's or warehousemen's and/or
bailee's liens with respect to such new location, if applicable, and if
requested by the Collateral Agent. Such Pledgor agrees to provide the Collateral
Agent with prompt notice following the movement of any Equipment or Inventory to
any location other than one that is listed in the relevant Schedules to the
Perfection Certificate.

            Section 4.7. Due Authorization and Issuance. All of the Initial
Pledged Shares have been, and to the extent any Pledged Shares are hereafter
issued, such Pledged Shares will be, upon such issuance, duly authorized,
validly issued and fully paid and non-assessable. All of the Initial Pledged
Interests have been fully paid for, and there is no amount or other obligation
owing by any Pledgor to any issuer of the Initial Pledged Interests in exchange
for or in connection with the issuance of the Initial Pledged Interests or any
Pledgor's status as a partner or a member of any issuer of the Initial Pledged
Interests.

            Section 4.8. Consents, etc. In the event that the Collateral Agent
desires to exercise any remedies, voting or consensual rights or
attorney-in-fact powers set forth in this Agreement and determines it necessary
to obtain any approvals or consents of any Governmental Authority or any other

                                      -17-
<PAGE>

person therefor, then, upon the reasonable request of the Collateral Agent, such
Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to
obtain as soon as practicable any necessary approvals or consents for the
exercise of any such remedies, rights and powers.

            Section 4.9. Pledged Collateral. All information set forth herein,
including the schedules annexed hereto, and all information contained in any
documents, schedules and lists heretofore delivered to any Secured Party,
including the Perfection Certificate and the schedules thereto, in connection
with this Agreement, in each case, relating to the Pledged Collateral, is
accurate and complete in all material respects. The Pledged Collateral described
on the schedules annexed to the Perfection Certificate constitutes all of the
property of such type of Pledged Collateral owned or held by the Pledgors.

            Section 4.10. Insurance. In the event that the proceeds of any
insurance claim are paid after the Collateral Agent has exercised its right to
foreclose after an Event of Default, such Net Cash Proceeds shall be paid to the
Collateral Agent to satisfy any deficiency remaining after such foreclosure.

            Section 4.11. Payment of Taxes; Compliance with Laws; Contesting
Liens; Claims. Each Pledgor represents and warrants that all Claims imposed upon
or assessed against the Pledged Collateral have been paid and discharged except
to the extent such Claims constitute a Lien not yet due and payable which is a
Contested Lien or a Permitted Collateral Lien. Each Pledgor shall comply with
all Requirements of Law applicable to the Pledged Collateral the failure to
comply with which would, individually or in the aggregate, have a Material
Adverse Effect. Each Pledgor may at its own expense contest the validity, amount
or applicability of any Claims so long as the contest thereof shall be conducted
in accordance with, and permitted pursuant to the provisions of, the Credit
Agreement. Notwithstanding the foregoing provisions of this Section 4.11, (i) no
contest of any such obligation may be pursued by such Pledgor if such contest
would expose the Collateral Agent or any other Secured Party to (A) any possible
criminal liability or (B) any additional civil liability for failure to comply
with such obligations unless such Pledgor shall have furnished a bond or other
security therefor satisfactory to the Collateral Agent, or such Secured Party,
as the case may be and (ii) if at any time payment or performance of any
obligation contested by such Pledgor pursuant to this Section 4.11 shall become
necessary to prevent the imposition of remedies because of non-payment, such
Pledgor shall pay or perform the same in sufficient time to prevent the
imposition of remedies in respect of such default or prospective default.

            Section 4.12. Access to Pledged Collateral, Books and Records; Other
Information. Upon reasonable request and following notice to each Pledgor, the
Collateral Agent, its agents, accountants and attorneys shall have full and free
access to visit and inspect, as applicable, during normal business hours and
such other reasonable times as may be requested by the Collateral Agent all of
the Pledged Collateral and Mortgaged Property including all of the books,
correspondence and records of such Pledgor relating thereto. The Collateral
Agent and its representatives may examine the same, take extracts therefrom and
make photocopies thereof, and such Pledgor agrees to render to the Collateral
Agent, at such Pledgor's cost and expense, such clerical and other assistance as
may be reasonably requested by the Collateral Agent with regard thereto. Such
Pledgor shall, at any and all times, within a reasonable time after written
request by the Collateral Agent, furnish or cause to be furnished to the
Collateral Agent, in such manner and in such detail as may be reasonably
requested by the Collateral Agent, additional information with respect to the
Pledged Collateral.

                                      -18-
<PAGE>

                                    ARTICLE V

               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

            Section 5.1. Pledge of Additional Securities Collateral. Each
Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of
any person, accept the same in trust for the benefit of the Collateral Agent and
forthwith deliver to the Collateral Agent a pledge amendment, duly executed by
such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a
"PLEDGE AMENDMENT"), and the certificates and other documents required under
Section 3.1 and Section 3.2 hereof in respect of the additional Pledged
Securities or Intercompany Notes which are to be pledged pursuant to this
Agreement, and confirming the attachment of the Lien hereby created on and in
respect of such additional Pledged Securities or Intercompany Notes. Each
Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment
to this Agreement and agrees that all Pledged Securities or Intercompany Notes
listed on any Pledge Amendment delivered to the Collateral Agent shall for all
purposes hereunder be considered Pledged Collateral.

            Section 5.2. Voting Rights; Distributions; etc.

            (i) So long as no Event of Default shall have occurred and be
continuing:

            (A) Each Pledgor shall be entitled to exercise any and all voting
      and other consensual rights pertaining to the Securities Collateral or any
      part thereof for any purpose not inconsistent with the terms or purposes
      hereof, the Credit Agreement or any other document evidencing the Secured
      Obligations; provided, however, that no Pledgor shall in any event
      exercise such rights in any manner which could reasonably be expected to
      have a Material Adverse Effect.

            (B) Each Pledgor shall be entitled to receive and retain, and to
      utilize free and clear of the Lien hereof, any and all Distributions, but
      only if and to the extent made in accordance with the provisions of the
      Credit Agreement; provided, however, that any and all such Distributions
      consisting of rights or interests in the form of securities shall be
      forthwith delivered to the Collateral Agent to hold as Pledged Collateral
      and shall, if received by any Pledgor, be received in trust for the
      benefit of the Collateral Agent, be segregated from the other property or
      funds of such Pledgor and be forthwith delivered to the Collateral Agent
      as Pledged Collateral in the same form as so received (with any necessary
      endorsement).

            (ii) The Collateral Agent shall be deemed without further action or
formality to have granted to each Pledgor all necessary consents relating to
voting rights and shall, if necessary, upon written request of any Pledgor and
at the sole cost and expense of the Pledgors, from time to time execute and
deliver (or cause to be executed and delivered) to such Pledgor all such
instruments as such Pledgor may reasonably request in order to permit such
Pledgor to exercise the voting and other rights which it is entitled to exercise
pursuant to Section 5.2(i)(A) hereof and to receive the Distributions which it
is authorized to receive and retain pursuant to Section 5.2(i)(B) hereof.

            (iii) Upon the occurrence and during the continuance of any Event of
Default:

            (A) all rights of each Pledgor to exercise the voting and other
      consensual rights it would otherwise be entitled to exercise pursuant to
      Section 5.2(i)(A) hereof shall cease, and all such rights shall thereupon
      become vested in the Collateral Agent, which shall thereupon have the sole
      right to exercise such voting and other consensual rights; and

                                      -19-
<PAGE>

            (B) all rights of each Pledgor to receive Distributions which it
      would otherwise be authorized to receive and retain pursuant to Section
      5.2(i)(B) hereof shall cease and all such rights shall thereupon become
      vested in the Collateral Agent, which shall thereupon have the sole right
      to receive and hold as Pledged Collateral such Distributions.

            (iv) Each Pledgor shall, at its sole cost and expense, from time to
time execute and deliver to the Collateral Agent appropriate instruments as the
Collateral Agent may reasonably request in order to permit the Collateral Agent
to exercise the voting and other rights which it may be entitled to exercise
pursuant to Section 5.2(i)(A) hereof and to receive all Distributions which it
may be entitled to receive under Section 5.2(i)(B) hereof.

            (v) All Distributions which are received by any Pledgor contrary to
the provisions of Section 5.2(i)(B) hereof shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other funds of such
Pledgor and shall immediately be paid over to the Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

            Section 5.3. Defaults, etc. Such Pledgor is not in default in the
payment of any portion of any mandatory capital contribution, if any, required
to be made under any agreement to which such Pledgor is a party relating to the
Pledged Securities pledged by it, and such Pledgor is not in violation of any
other provisions of any such agreement to which such Pledgor is a party, or
otherwise in default or violation thereunder. No Securities Collateral pledged
by such Pledgor is subject to any defense, offset or counterclaim, nor have any
of the foregoing been asserted or alleged against such Pledgor by any person
with respect thereto, and as of the date hereof, there are no certificates,
instruments, documents or other writings (other than the Organizational
Documents and certificates, if any, delivered to the Collateral Agent) which
evidence any Pledged Securities of such Pledgor.

            Section 5.4. Certain Agreements of Pledgors As Issuers and Holders
of Equity Interests.

            (i) In the case of each Pledgor which is an issuer of Securities
Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such
terms insofar as such terms are applicable to it.

            (ii) In the case of each Pledgor which is a partner in a
partnership, limited liability company or other entity, such Pledgor hereby
consents to the extent required by the applicable Organizational Document to the
pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged
Interests in such partnership, limited liability company or other entity and,
upon the occurrence and during the continuance of an Event of Default, to the
transfer of such Pledged Interests to the Collateral Agent or its nominee and to
the substitution of the Collateral Agent or its nominee as a substituted partner
or member in such partnership, limited liability company or other entity with
all the rights, powers and duties of a general partner or a limited partner or
member, as the case may be.

                                   ARTICLE VI

                   CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                               PROPERTY COLLATERAL

            Section 6.1. Grant of License. For the purpose of enabling the
Collateral Agent, during the continuance of an Event of Default, to exercise
rights and remedies under Article IX hereof at such time as the Collateral Agent
shall be lawfully entitled to exercise such rights and remedies, and for no
other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent
assignable, an

                                      -20-
<PAGE>

irrevocable, non-exclusive license to use, assign, license or sublicense any of
the Intellectual Property Collateral now owned or hereafter acquired by such
Pledgor, wherever the same may be located. Such license shall include access to
all media in which any of the licensed items may be recorded or stored and to
all computer programs used for the compilation or printout hereof.

            Section 6.2. Protection of Collateral Agent's Security. On a
continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly
following its becoming aware thereof, notify the Collateral Agent of (A) any
materially adverse determination in any proceeding in the United States Patent
and Trademark Office or the United States Copyright Office with respect to any
material Patent, Trademark or Copyright or (B) the institution of any proceeding
or any adverse determination in any federal, state or local court or
administrative body regarding such Pledgor's claim of ownership in or right to
use any of the Intellectual Property Collateral material to the use and
operation of the Pledged Collateral or Mortgaged Property, its right to register
such Intellectual Property Collateral or its right to keep and maintain such
registration in full force and effect, (ii) maintain and protect the
Intellectual Property Collateral material to the use and operation of the
Pledged Collateral or Mortgaged Property as presently used and operated and as
contemplated by the Credit Agreement, (iii) not permit to lapse or become
abandoned any Intellectual Property Collateral material to the use and operation
of the Pledged Collateral or Mortgaged Property as presently used and operated
and as contemplated by the Credit Agreement, and not settle or compromise any
pending or future litigation or administrative proceeding with respect to such
Intellectual Property Collateral, in each case except as shall be consistent
with commercially reasonable business judgment, (iv) upon such Pledgor obtaining
knowledge thereof, promptly notify the Collateral Agent in writing of any event
which may be reasonably expected to materially and adversely affect the value or
utility of the Intellectual Property Collateral or any portion thereof material
to the use and operation of the Pledged Collateral or Mortgaged Property, the
ability of such Pledgor or the Collateral Agent to dispose of the Intellectual
Property Collateral or any portion thereof or the rights and remedies of the
Collateral Agent in relation thereto including a levy or threat of levy or any
legal process against the Intellectual Property Collateral or any portion
thereof, (v) not license the Intellectual Property Collateral other than
licenses entered into by such Pledgor in, or incidental to, the ordinary course
of business, or amend or permit the amendment of any of the licenses in a manner
that materially and adversely affects the right to receive payments thereunder,
or in any manner that would materially impair the value of the Intellectual
Property Collateral or the Lien on and security interest in the Intellectual
Property Collateral intended to be granted to the Collateral Agent for the
benefit of the Secured Parties, without the consent of the Collateral Agent,
(vi) diligently keep adequate records respecting the Intellectual Property
Collateral and (vii) furnish to the Collateral Agent from time to time upon the
Collateral Agent's request therefor reasonably detailed statements and amended
schedules further identifying and describing the Intellectual Property
Collateral and such other materials evidencing or reports pertaining to the
Intellectual Property Collateral as the Collateral Agent may from time to time
request.

            Section 6.3. After-Acquired Property. If any Pledgor shall, at any
time before the Obligations have been paid in full (other than Obligations
relating to Hedging Agreements and contingent indemnification obligations which,
pursuant to the provisions of the Credit Agreement or the Security Documents,
survive the termination thereof), no Letter of Credit remains outstanding and
the Commitments have been terminated, (i) obtain any rights to any additional
Intellectual Property Collateral or (ii) become entitled to the benefit of any
additional Intellectual Property Collateral or any renewal or extension thereof,
including any reissue, division, continuation, or continuation-in-part of any
Intellectual Property Collateral, or any improvement on any Intellectual
Property Collateral, the provisions hereof shall automatically apply thereto and
any such item enumerated in clause (i) or (ii) of this Section 6.3 with respect
to such Pledgor shall automatically constitute Intellectual Property Collateral
if such would have constituted Intellectual Property Collateral at the time of
execution hereof and be subject to the Lien and security interest created by
this Agreement without further action by any party. Each Pledgor shall

                                      -21-
<PAGE>

promptly (i) provide to the Collateral Agent written notice of any of the
foregoing and (ii) confirm the attachment of the Lien and security interest
created by this Agreement to any rights described in clauses (i) and (ii) of the
immediately preceding sentence of this Section 6.3 by execution of an instrument
in form reasonably acceptable to the Collateral Agent and the filing of any
instruments or statements as shall be reasonably necessary to preserve, protect
or perfect the Collateral Agent's security interest in such Intellectual
Property Collateral. Further, each Pledgor authorizes the Collateral Agent to
modify this Agreement by amending Schedules 13(c) and 13(d) annexed to the
Perfection Certificate to include any Intellectual Property Collateral acquired
or arising after the date hereof of such Pledgor.

            Section 6.4. Litigation. Unless there shall occur and be continuing
any Event of Default, each Pledgor shall have the right to commence and
prosecute in its own name, as the party in interest, for its own benefit and at
the sole cost and expense of the Pledgors, such applications for protection of
the Intellectual Property Collateral and suits, proceedings or other actions to
prevent the infringement, counterfeiting, unfair competition, dilution,
diminution in value or other damage as are necessary to protect the Intellectual
Property Collateral. Upon the occurrence and during the continuance of any Event
of Default, the Collateral Agent shall have the right but shall in no way be
obligated to file applications for protection of the Intellectual Property
Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or
the Secured Parties to enforce the Intellectual Property Collateral and any
license thereunder. In the event of such suit, each Pledgor shall, at the
reasonable request of the Collateral Agent, do any and all lawful acts and
execute any and all documents requested by the Collateral Agent in aid of such
enforcement and the Pledgors shall promptly reimburse and indemnify the
Collateral Agent for all costs and expenses incurred by the Collateral Agent in
the exercise of its rights under this Section 6.4 in accordance with Section
11.03 of the Credit Agreement. In the event that the Collateral Agent shall
elect not to bring suit to enforce the Intellectual Property Collateral, each
Pledgor agrees, at the reasonable request of the Collateral Agent, to take all
commercially reasonable actions necessary, whether by suit, proceeding or other
action, to prevent the infringement, counterfeiting, unfair competition,
dilution, diminution in value of or other damage to any of the Intellectual
Property Collateral by others and for that purpose agrees to diligently maintain
any suit, proceeding or other action against any person so infringing necessary
to prevent such infringement.

                                   ARTICLE VII

                     CERTAIN PROVISIONS CONCERNING ACCOUNTS

            Section 7.1. Maintenance of Records. Each Pledgor shall keep and
maintain at its own cost and expense complete records of each Account, in a
manner consistent with prudent business practice, including records of all
payments received, all credits granted thereon, all merchandise returned and all
other documentation relating thereto. Each Pledgor shall, at such Pledgor's sole
cost and expense, upon the Collateral Agent's demand made at any time after the
occurrence and during the continuance of any Event of Default, deliver all
tangible evidence of Accounts, including all documents evidencing Accounts and
any books and records relating thereto to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Pledgor). Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may transfer a full and complete copy of any
Pledgor's books, records, credit information, reports, memoranda and all other
writings relating to the Accounts to and for the use by any person that has
acquired or is contemplating acquisition of an interest in the Accounts or the
Collateral Agent's security interest therein without the consent of any Pledgor.

            Section 7.2. Legend. Each Pledgor shall legend, at the reasonable
request of the Collateral Agent and in form and manner satisfactory to the
Collateral Agent, the Accounts and the other books, records and documents of
such Pledgor evidencing or pertaining to the Accounts with an

                                      -22-
<PAGE>

appropriate reference to the fact that the Accounts have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.

            Section 7.3. Modification of Terms, etc. No Pledgor shall rescind or
cancel any obligations evidenced by any Account or modify any term thereof or
make any adjustment with respect thereto except in the ordinary course of
business consistent with prudent business practice, or extend or renew any such
obligations except in the ordinary course of business consistent with prudent
business practice or compromise or settle any dispute, claim, suit or legal
proceeding relating thereto or sell any Account or interest therein except in
the ordinary course of business consistent with prudent business practice
without the prior written consent of the Collateral Agent. Each Pledgor shall
timely fulfill all obligations on its part to be fulfilled under or in
connection with the Accounts.

            Section 7.4. Collection. Each Pledgor shall cause to be collected
from the Account Debtor of each of the Accounts, as and when due in the ordinary
course of business and consistent with prudent business practice (including
Accounts that are delinquent, such Accounts to be collected in accordance with
generally accepted commercial collection procedures), any and all amounts owing
under or on account of such Account, and apply forthwith upon receipt thereof
all such amounts as are so collected to the outstanding balance of such Account,
except that any Pledgor may, with respect to an Account, allow in the ordinary
course of business (i) a refund or credit due as a result of returned or damaged
or defective merchandise and (ii) such extensions of time to pay amounts due in
respect of Accounts and such other modifications of payment terms or settlements
in respect of Accounts as shall be commercially reasonable in the circumstances,
all in accordance with such Pledgor's ordinary course of business consistent
with its collection practices as in effect from time to time. The costs and
expenses (including attorneys' fees) of collection, in any case, whether
incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be
paid by the Pledgors.

                                  ARTICLE VIII

                                    TRANSFERS

            Section 8.1. Transfers of Pledged Collateral. No Pledgor shall sell,
convey, assign or otherwise dispose of, or grant any option with respect to, any
of the Pledged Collateral pledged by it hereunder except as permitted by the
Credit Agreement.

                                   ARTICLE IX

                                    REMEDIES

            Section 9.1. Remedies. Upon the occurrence and during the
continuance of any Event of Default the Collateral Agent may from time to time
exercise in respect of the Pledged Collateral, in addition to the other rights
and remedies provided for herein or otherwise available to it, the following
remedies:

            (a) Personally, or by agents or attorneys, immediately take
      possession of the Pledged Collateral or any part thereof, from any Pledgor
      or any other person who then has possession of any part thereof with or
      without notice or process of law, and for that purpose may enter upon any
      Pledgor's premises where any of the Pledged Collateral is located, remove
      such Pledged Collateral, remain present at such premises to receive copies
      of all communications and remittances relating to the Pledged Collateral
      and use in connection with such removal and possession any and all
      services, supplies, aids and other facilities of any Pledgor;

                                      -23-
<PAGE>

            (b) Demand, sue for, collect or receive any money or property at any
      time payable or receivable in respect of the Pledged Collateral including
      instructing the obligor or obligors on any agreement, instrument or other
      obligation constituting part of the Pledged Collateral to make any payment
      required by the terms of such agreement, instrument or other obligation
      directly to the Collateral Agent, and in connection with any of the
      foregoing, compromise, settle, extend the time for payment and make other
      modifications with respect thereto; provided, however, that in the event
      that any such payments are made directly to any Pledgor, prior to receipt
      by any such obligor of such instruction, such Pledgor shall segregate all
      amounts received pursuant thereto in trust for the benefit of the
      Collateral Agent and shall promptly (but in no event later than one
      Business Day after receipt thereof) pay such amounts to the Collateral
      Agent;

            (c) Sell, assign, grant a license to use or otherwise liquidate, or
      direct any Pledgor to sell, assign, grant a license to use or otherwise
      liquidate, any and all investments made in whole or in part with the
      Pledged Collateral or any part thereof, and take possession of the
      proceeds of any such sale, assignment, license or liquidation;

            (d) Take possession of the Pledged Collateral or any part thereof,
      by directing any Pledgor in writing to deliver the same to the Collateral
      Agent at any place or places so designated by the Collateral Agent, in
      which event such Pledgor shall at its own expense: (i) forthwith cause the
      same to be moved to the place or places designated by the Collateral Agent
      and therewith delivered to the Collateral Agent, (ii) store and keep any
      Pledged Collateral so delivered to the Collateral Agent at such place or
      places pending further action by the Collateral Agent and (iii) while the
      Pledged Collateral shall be so stored and kept, provide such security and
      maintenance services as shall be necessary to protect the same and to
      preserve and maintain them in good condition. Each Pledgor's obligation to
      deliver the Pledged Collateral as contemplated in this Section 9.1(d) is
      of the essence hereof. Upon application to a court of equity having
      jurisdiction, the Collateral Agent shall be entitled to a decree requiring
      specific performance by any Pledgor of such obligation;

            (e) Withdraw all moneys, instruments, securities and other property
      in any bank, financial securities, deposit or other account of any Pledgor
      constituting Pledged Collateral for application to the Secured Obligations
      as provided in Article X hereof;

            (f) Retain and apply the Distributions to the Obligations as
      provided in Article X hereof;

            (g) Exercise any and all rights as beneficial and legal owner of the
      Pledged Collateral, including perfecting assignment of and exercising any
      and all voting, consensual and other rights and powers with respect to any
      Pledged Collateral; and

            (h) All the rights and remedies of a secured party on default under
      the UCC, and the Collateral Agent may also in its sole discretion, without
      notice except as specified in Section 9.2 hereof, sell, assign or grant a
      license to use the Pledged Collateral or any part thereof in one or more
      parcels at public or private sale, at any exchange, broker's board or at
      any of the Collateral Agent's offices or elsewhere, for cash, on credit or
      for future delivery, and at such price or prices and upon such other terms
      as the Collateral Agent may deem commercially reasonable. The Collateral
      Agent or any other Secured Party or any of their respective Affiliates may
      be the purchaser, licensee, assignee or recipient of any or all of the
      Pledged Collateral at any such sale and shall be entitled, for the purpose
      of bidding and making settlement or payment of the purchase price for all
      or any portion of the Pledged Collateral sold, assigned or licensed at
      such sale, to use and apply any of the Secured Obligations owed to such
      person as a credit on account

                                      -24-
<PAGE>

      of the purchase price of any Pledged Collateral payable by such person at
      such sale. Each purchaser, assignee, licensee or recipient at any such
      sale shall acquire the property sold, assigned or licensed absolutely free
      from any claim or right on the part of any Pledgor, and each Pledgor
      hereby waives, to the fullest extent permitted by law, all rights of
      redemption, stay and/or appraisal which it now has or may at any time in
      the future have under any rule of law or statute now existing or hereafter
      enacted. The Collateral Agent shall not be obligated to make any sale of
      Pledged Collateral regardless of notice of sale having been given. The
      Collateral Agent may adjourn any public or private sale from time to time
      by announcement at the time and place fixed therefor, and such sale may,
      without further notice be made at the time and place to which it was so
      adjourned. Each Pledgor hereby waives, to the fullest extent permitted by
      law, any claims against the Collateral Agent arising by reason of the fact
      that the price at which any Pledged Collateral may have been sold,
      assigned or licensed at such a private sale was less than the price which
      might have been obtained at a public sale, even if the Collateral Agent
      accepts the first offer received and does not offer such Pledged
      Collateral to more than one offeree.

            Section 9.2. Notice of Sale. Each Pledgor acknowledges and agrees
that, to the extent notice of sale or other disposition of Pledged Collateral
shall be required by law, ten days' prior notice to such Pledgor of the time and
place of any public sale or of the time after which any private sale or other
intended disposition is to take place shall be commercially reasonable
notification of such matters. No notification need be given to any Pledgor if it
has signed, after the occurrence of an Event of Default, a statement renouncing
or modifying any right to notification of sale or other intended disposition.

            Section 9.3. Waiver of Notice and Claims. Each Pledgor hereby
waives, to the fullest extent permitted by applicable law, notice or judicial
hearing in connection with the Collateral Agent's taking possession or the
Collateral Agent's disposition of any of the Pledged Collateral, including any
and all prior notice and hearing for any prejudgment remedy or remedies and any
such right which such Pledgor would otherwise have under law, and each Pledgor
hereby further waives, to the fullest extent permitted by applicable law: (i)
all damages occasioned by such taking of possession, (ii) all other requirements
as to the time, place and terms of sale or other requirements with respect to
the enforcement of the Collateral Agent's rights hereunder and (iii) all rights
of redemption, appraisal, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law. The Collateral Agent shall not be
liable for any incorrect or improper payment made pursuant to this Article IX in
the absence of gross negligence or willful misconduct. Any sale of, or the grant
of options to purchase, or any other realization upon, any Pledged Collateral
shall operate to divest all right, title, interest, claim and demand, either at
law or in equity, of the applicable Pledgor therein and thereto, and shall be a
perpetual bar both at law and in equity against such Pledgor and against any and
all persons claiming or attempting to claim the Pledged Collateral so sold,
optioned or realized upon, or any part thereof, from, through or under such
Pledgor.

            Section 9.4. Certain Sales of Pledged Collateral.

            (a) Each Pledgor recognizes that, by reason of certain prohibitions
contained in law, rules, regulations or orders of any Governmental Authority,
the Collateral Agent may be compelled, with respect to any sale of all or any
part of the Pledged Collateral, to limit purchasers to those who meet the
requirements of such Governmental Authority. Each Pledgor acknowledges that any
such sales may be at prices and on terms less favorable to the Collateral Agent
than those obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such restricted sale shall
be deemed to have been made in a commercially reasonable manner and that, except
as may be required by applicable law, the Collateral Agent shall have no
obligation to engage in public sales.

                                      -25-
<PAGE>

            (b) Each Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act, and applicable state securities laws, the
Collateral Agent may be compelled, with respect to any sale of all or any part
of the Securities Collateral and Investment Property, to limit purchasers to
persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to the
Collateral Agent than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration
statement under the Securities Act), and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner and that the Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Securities Collateral or Investment Property for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would agree to do so.

            (c) Notwithstanding the foregoing, each Pledgor shall, upon the
occurrence and during the continuance of any Event of Default, at the reasonable
request of the Collateral Agent, for the benefit of the Collateral Agent, cause
any registration, qualification under or compliance with any Federal or state
securities law or laws to be effected with respect to all or any part of the
Securities Collateral as soon as practicable and at the sole cost and expense of
the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause
such registration to be effected (and be kept effective) and will use its
commercially reasonable efforts to cause such qualification and compliance to be
effected (and be kept effective) as may be so requested and as would permit or
facilitate the sale and distribution of such Securities Collateral including
registration under the Securities Act (or any similar statute then in effect),
appropriate qualifications under applicable blue sky or other state securities
laws and appropriate compliance with all other requirements of any Governmental
Authority. Each Pledgor shall use its commercially reasonable efforts to cause
the Collateral Agent to be kept advised in writing as to the progress of each
such registration, qualification or compliance and as to the completion thereof,
shall furnish to the Collateral Agent such number of prospectuses, offering
circulars or other documents incident thereto as the Collateral Agent from time
to time may request, and shall indemnify and shall cause the issuer of the
Securities Collateral to indemnify the Collateral Agent and all others
participating in the distribution of such Securities Collateral against all
claims, losses, damages and liabilities caused by any untrue statement (or
alleged untrue statement) of a material fact contained therein (or in any
related registration statement, notification or the like) or by any omission (or
alleged omission) to state therein (or in any related registration statement,
notification or the like) a material fact required to be stated therein or
necessary to make the statements therein not misleading.

            (d) If the Collateral Agent determines to exercise its right to sell
any or all of the Securities Collateral or Investment Property, upon written
request, the applicable Pledgor shall from time to time furnish to the
Collateral Agent all such information as the Collateral Agent may request in
order to determine the number of securities included in the Securities
Collateral or Investment Property which may be sold by the Collateral Agent as
exempt transactions under the Securities Act and the rules of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

            (e) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 9.4 will cause irreparable injury to the
Collateral Agent and other Secured Parties, that the Collateral Agent and the
other Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section
9.4 shall be specifically enforceable against such Pledgor, and such Pledgor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no Event of
Default has occurred and is continuing.

                                      -26-
<PAGE>

            Section 9.5. No Waiver; Cumulative Remedies.

            (a) No failure on the part of the Collateral Agent to exercise, no
course of dealing with respect to, and no delay on the part of the Collateral
Agent in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy; nor shall the Collateral Agent be
required to look first to, enforce or exhaust any other security, collateral or
guaranties. The remedies herein provided are cumulative and are not exclusive of
any remedies provided by law.

            (b) In the event that the Collateral Agent shall have instituted any
proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, sale, entry or otherwise, and such proceeding shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Collateral Agent, then and in every such case, the Pledgors, the
Collateral Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged
Collateral, and all rights, remedies and powers of the Collateral Agent and the
other Secured Parties shall continue as if no such proceeding had been
instituted.

            Section 9.6. Certain Additional Actions Regarding Intellectual
Property. If any Event of Default shall have occurred and be continuing, upon
the written demand of the Collateral Agent, each Pledgor shall execute and
deliver to the Collateral Agent an assignment or assignments of the registered
Patents, Trademarks and/or Copyrights and Goodwill and such other documents as
are necessary or appropriate to carry out the intent and purposes hereof. Within
five Business Days of written notice thereafter from the Collateral Agent, each
Pledgor shall make available to the Collateral Agent, to the extent within such
Pledgor's power and authority, such personnel in such Pledgor's employ on the
date of the Event of Default as the Collateral Agent may reasonably designate to
permit such Pledgor to continue, directly or indirectly, to produce, advertise
and sell the products and services sold by such Pledgor under the registered
Patents, Trademarks and/or Copyrights, and such persons shall be available to
perform their prior functions on the Collateral Agent's behalf.

                                    ARTICLE X

     PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF
                                    PROCEEDS

            Section 10.1. Proceeds of Casualty Events and Collateral
Dispositions. The Pledgors shall take all actions required by the Credit
Agreement with respect to any Net Cash Proceeds of any Casualty Event or from
the sale or disposition of any Pledged Collateral.

            Section 10.2. Application of Proceeds. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, in accordance with
the Credit Agreement.

                                      -27-
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.1. Concerning Collateral Agent.

            (a) The Collateral Agent has been appointed as collateral agent
pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder
are subject to the provisions of the Credit Agreement. The Collateral Agent
shall have the right hereunder to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking action
(including the release or substitution of the Pledged Collateral), in accordance
with this Agreement and the Credit Agreement. The Collateral Agent may employ
agents and attorneys-in-fact in connection herewith and shall not be liable for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it in good faith. The Collateral Agent may resign and a successor Collateral
Agent may be appointed in the manner provided in the Credit Agreement. Upon the
acceptance of any appointment as the Collateral Agent by a successor Collateral
Agent, that successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under this Agreement.
After any retiring Collateral Agent's resignation, the provisions hereof shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Agreement while it was the Collateral Agent.

            (b) The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if such Pledged Collateral is accorded treatment substantially
equivalent to that which the Collateral Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests, it
being understood that neither the Collateral Agent nor any of the Secured
Parties shall have responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relating to any Securities Collateral, whether or not the Collateral Agent or
any other Secured Party has or is deemed to have knowledge of such matters or
(ii) taking any necessary steps to preserve rights against any person with
respect to any Pledged Collateral.

            (c) The Collateral Agent shall be entitled to rely upon any written
notice, statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper person, and, with respect to all matters pertaining to this
Agreement and its duties hereunder, upon advice of counsel selected by it.

            (d) If any item of Pledged Collateral also constitutes collateral
granted to the Collateral Agent under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any
conflict between the provisions hereof and the provisions of such other deed of
trust, mortgage, security agreement, pledge or instrument of any type in respect
of such collateral, the Collateral Agent, in its sole discretion, shall select
which provision or provisions shall control.

            Section 11.2. Collateral Agent May Perform; Collateral Agent
Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants
contained in this Agreement (including such Pledgor's covenants to (a) pay the
premiums in respect of all required insurance policies hereunder, (b) pay
Claims, (c) make repairs, (d) discharge Liens or (e) pay or perform any
obligations of such Pledgor under any Pledged Collateral) or if any
representation or warranty on the part of any Pledgor contained herein shall be
breached, the Collateral Agent may (but shall not be obligated to) do the same
or cause it to be done or remedy any such breach, and may expend funds for such
purpose; provided, however, that the Collateral Agent shall in no event be bound
to inquire into the validity of any tax, lien,

                                      -28-
<PAGE>

imposition or other obligation which such Pledgor fails to pay or perform as and
when required hereby and which such Pledgor does not contest in accordance in
accordance with the provisions of Section 4.11 hereof. Any and all amounts so
expended by the Collateral Agent shall be paid by the Pledgors in accordance
with the provisions of Section 11.03 of the Credit Agreement. Neither the
provisions of this Section 11.2 nor any action taken by the Collateral Agent
pursuant to the provisions of this Section 11.2 shall prevent any such failure
to observe any covenant contained in this Agreement nor any breach of
representation or warranty from constituting an Event of Default. Each Pledgor
hereby appoints the Collateral Agent its attorney-in-fact, with full authority
in the place and stead of such Pledgor and in the name of such Pledgor, or
otherwise, from time to time in the Collateral Agent's discretion to take any
action and to execute any instrument consistent with the terms of the Credit
Agreement, this Agreement and the other Security Documents which the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof. The
foregoing grant of authority is a power of attorney coupled with an interest and
such appointment shall be irrevocable for the term hereof. Each Pledgor hereby
ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof. Anything in this Section 11.2 to the contrary notwithstanding, the
Collateral Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Section 11.2 unless an Event of Default shall have
occurred and be continuing.

            Section 11.3. Continuing Security Interest; Assignment. This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (a) be binding upon the Pledgors, their respective successors and
assigns and (b) inure, together with the rights and remedies of the Collateral
Agent hereunder, to the benefit of the Collateral Agent and the other Secured
Parties and each of their respective successors, transferees and assigns. No
other persons (including any other creditor of any Pledgor) shall have any
interest herein or any right or benefit with respect hereto. Without limiting
the generality of the foregoing clause (b), any Secured Party may assign or
otherwise transfer any indebtedness held by it secured by this Agreement to any
other person, and such other person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party, herein or otherwise,
subject however, to the provisions of the Credit Agreement and any Hedging
Agreement.

            Section 11.4. Termination; Release. The Pledged Collateral shall be
released from the Lien of this Agreement in accordance with the provisions of
the Credit Agreement. Upon termination hereof or any release of Pledged
Collateral in accordance with the provisions of the Credit Agreement, the
Collateral Agent shall, upon the request and at the sole cost and expense of the
Pledgors, assign, transfer and deliver to Pledgor, against receipt and without
recourse to or warranty by the Collateral Agent except as to the fact that the
Collateral Agent has not encumbered the released assets, such of the Pledged
Collateral to be released (in the case of a release) as may be in possession of
the Collateral Agent and as shall not have been sold or otherwise applied
pursuant to the terms hereof, and, with respect to any other Pledged Collateral,
proper documents and instruments (including UCC-3 termination statements or
releases) acknowledging the termination hereof or the release of such Pledged
Collateral, as the case may be.

            Section 11.5. Modification in Writing. No amendment, modification,
supplement, termination or waiver of or to any provision hereof, nor consent to
any departure by any Pledgor therefrom, shall be effective unless the same shall
be made in accordance with the terms of the Credit Agreement and unless in
writing and signed by the Collateral Agent. Any amendment, modification or
supplement of or to any provision hereof, any waiver of any provision hereof and
any consent to any departure by any Pledgor from the terms of any provision
hereof shall be effective only in the specific instance and for the specific
purpose for which made or given. Except where notice is specifically required by
this Agreement or any other document evidencing the Secured Obligations, no
notice to or demand on any Pledgor in any case shall entitle any Pledgor to any
other or further notice or demand in similar or other circumstances.

                                      -29-
<PAGE>

            Section 11.6. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted
to be given shall be given in the manner and become effective as set forth in
the Credit Agreement, as to any Pledgor, addressed to it at the address of the
Borrower set forth in the Credit Agreement and as to the Collateral Agent,
addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section 11.6.

            Section 11.7. Governing Law, Consent to Jurisdiction and Service of
Process; Waiver of Jury Trial. Sections 10.09 and 10.10 of the Credit Agreement
are incorporated herein, mutatis mutandis, as if a part hereof.

            Section 11.8. Severability of Provisions. Any provision hereof which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

            Section 11.9. Execution in Counterparts. This Agreement and any
amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all such counterparts together shall constitute one and the same agreement.

            Section 11.10. Business Days. In the event any time period or any
date provided in this Agreement ends or falls on a day other than a Business
Day, then such time period shall be deemed to end and such date shall be deemed
to fall on the next succeeding Business Day, and performance herein may be made
on such Business Day, with the same force and effect as if made on such other
day.

            Section 11.11. Waiver of Stay. Each Pledgor covenants (to the extent
it may lawfully do so) that in the event that such Pledgor or any property or
assets of such Pledgor shall hereafter become the subject of a voluntary or
involuntary proceeding under the Code or such Pledgor shall otherwise be a party
to any federal or state bankruptcy, insolvency, moratorium or similar proceeding
to which the provisions relating to the automatic stay under Section 362 of the
Code or any similar provision in any such law is applicable, then, in any such
case, whether or not the Collateral Agent has commenced foreclosure proceedings
under this Agreement, such Pledgor shall not, and each Pledgor hereby expressly
waives their right to (to the extent it may lawfully do so) at any time insist
upon, plead or in any whatsoever, claim or take the benefit or advantage of any
such automatic stay or such similar provision as it relates to the exercise of
any of the rights and remedies (including any foreclosure proceedings) available
to the Collateral Agent as provided in this Agreement, in any other Security
Document or any other document evidencing the Secured Obligations. Each Pledgor
further covenants (to the extent it may lawfully do so) that it will not hinder,
delay or impede the execution of any power granted herein to the Collateral
Agent, but will suffer and permit the execution of every such power as though no
law relating to any stay or similar provision had been enacted.

            Section 11.12. No Credit for Payment of Taxes or Imposition. Such
Pledgor shall not be entitled to any credit against the principal, premium, if
any, or interest payable under the Credit Agreement, and such Pledgor shall not
be entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged
Collateral or any part thereof.

            Section 11.13. No Claims Against Collateral Agent. Nothing contained
in this Agreement shall constitute any consent or request by the Collateral
Agent, express or implied, for the

                                      -30-
<PAGE>

performance of any labor or services or the furnishing of any materials or other
property in respect of the Pledged Collateral or any part thereof, nor as giving
any Pledgor any right, power or authority to contract for or permit the
performance of any labor or services or the furnishing of any materials or other
property in such fashion as would permit the making of any claim against the
Collateral Agent in respect thereof or any claim that any Lien based on the
performance of such labor or services or the furnishing of any such materials or
other property is prior to the Lien hereof.

            Section 11.14. No Release. Nothing set forth in this Agreement shall
relieve any Pledgor from the performance of any term, covenant, condition or
agreement on such Pledgor's part to be performed or observed under or in respect
of any of the Pledged Collateral or from any liability to any person under or in
respect of any of the Pledged Collateral or shall impose any obligation on the
Collateral Agent or any other Secured Party to perform or observe any such term,
covenant, condition or agreement on such Pledgor's part to be so performed or
observed or shall impose any liability on the Collateral Agent or any other
Secured Party for any act or omission on the part of such Pledgor relating
thereto or for any breach of any representation or warranty on the part of such
Pledgor contained in this Agreement, the Credit Agreement or the other Loan
Documents, or under or in respect of the Pledged Collateral or made in
connection herewith or therewith. The obligations of each Pledgor contained in
this Section 11.14 shall survive the termination hereof and the discharge of
such Pledgor's other obligations under this Agreement, the Credit Agreement and
the other Loan Documents.

            Section 11.15. Obligations Absolute. All obligations of each Pledgor
hereunder shall be absolute and unconditional irrespective of:

            (i)   any bankruptcy, insolvency, reorganization, arrangement,
                  readjustment, composition, liquidation or the like of any
                  Pledgor;

            (ii)  any lack of validity or enforceability of the Credit
                  Agreement, any Hedging Agreement or any other Loan Document,
                  or any other agreement or instrument relating thereto;

            (iii) any change in the time, manner or place of payment of, or in
                  any other term of, all or any of the Secured Obligations, or
                  any other amendment or waiver of or any consent to any
                  departure from the Credit Agreement, any Hedging Agreement or
                  any other Loan Document or any other agreement or instrument
                  relating thereto;

            (iv)  any pledge, exchange, release or non-perfection of any other
                  collateral, or any release or amendment or waiver of or
                  consent to any departure from any guarantee, for all or any of
                  the Secured Obligations;

            (v)   any exercise, non-exercise or waiver of any right, remedy,
                  power or privilege under or in respect hereof, the Credit
                  Agreement, any Hedging Agreement or any other Loan Document
                  except as specifically set forth in a waiver granted pursuant
                  to the provisions of Section 11.5 hereof; or

            (vi)  any other circumstances which might otherwise constitute a
                  defense available to, or a discharge of, any Pledgor.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

                                      -31-
<PAGE>

            IN WITNESS WHEREOF, the Pledgors and the Collateral Agent have
caused this Agreement to be duly executed and delivered by their duly authorized
officers as of the date first above written.

                          SFBC INTERNATIONAL, INC.,
                          as Pledgor

                          By: _____________________________________________
                          Name: David Natan
                          Title: Secretary

                          11190 BISCAYNE, LLC,
                          as Pledgor

                          By SFBC International, Inc., as its sole member

                          By: _____________________________________________
                          Name: David Natan
                          Title: Secretary

                          CLINICAL PHARMACOLOGY INTERNATIONAL,
                          INC.
                          SFBC FT. MYERS, INC.
                          SFBC ANALYTICAL LABORATORIES, INC.
                          SFBC NEW DRUG SERVICES, INC.
                          SOUTH FLORIDA KINETICS, INC.
                          SFBC TAYLOR TECHNOLOGY, INC.
                          SFBC SUB 2004, INC.,
                          as Pledgors

                          By: _____________________________________________
                          Name: David Natan
                          Title: Secretary

                                       S-1
<PAGE>

                          PHARMANET, INC.
                          PHARMANET (D.C.), INC.
                          PHARMANET (C.A.), INC.
                          PHARMANET, INC., a Pennsylvania corporation
                          PHARMANET (I.L.), INC.
                          PHARMASITE, INC.
                          PHARMANET (NC), INC.
                          PHARMANET (P.A.), INC.
                          PHARMA HOLDINGS, INC.,
                          as Pledgors

                          By: _____________________________________________
                          Name: John P. Hamill
                          Title: Vice President and Chief Financial Officer

                          PHARMANET, LLC,
                          as Pledgor

                          By PharmaNet, Inc., a Pennsylvania corporation, as its
                          managing member

                          By: _____________________________________________
                          Name: John P. Hamill
                          Title: Vice President and Chief Financial Officer

                          By PharmaNet (C.A.), Inc., as its managing member

                          By: _____________________________________________
                          Name: John P. Hamill
                          Title: Vice President and Chief Financial Officer

                          PHARMASOFT, LLC,
                          as Pledgor

                          By PharmaNet, LLC, as its sole member

                          By: _____________________________________________
                          Name: John P. Hamill
                          Title: Vice President and Chief Financial Officer

                                      S-2

<PAGE>

                                       UBS AG, STAMFORD BRANCH,
                                       as Collateral Agent

                                       By: _____________________________________
                                       Name:
                                       Title:

                                       By: _____________________________________
                                       Name:
                                       Title:

                                       S-3

<PAGE>

                                                                       EXHIBIT 1

                                    [Form of]

                             ISSUER'S ACKNOWLEDGMENT

            The undersigned hereby (i) acknowledges receipt of a copy of that
certain security agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "SECURITY AGREEMENT;" capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Security Agreement), dated as of December 22, 2004, made by
SFBC INTERNATIONAL, INC., a Delaware corporation (the "BORROWER"), the
Subsidiary Guarantors party thereto and UBS AG, STAMFORD BRANCH, as collateral
agent (in such capacity and together with any successors in such capacity, the
"COLLATERAL AGENT"), (ii) agrees promptly to note on its books the security
interests granted to the Collateral Agent and confirmed under the Security
Agreement, (iii) agrees that it will comply with instructions of the Collateral
Agent with respect to the applicable Securities Collateral without further
consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent
upon obtaining knowledge of any interest in favor of any person in the
applicable Securities Collateral that is adverse to the interest of the
Collateral Agent therein and (v) waives any right or requirement at any time
hereafter to receive a copy of the Security Agreement in connection with the
registration of any Securities Collateral thereunder in the name of the
Collateral Agent or its nominee or the exercise of voting rights by the
Collateral Agent or its nominee.

                                       [                                    ]

                                       By: _____________________________________
                                       Name:
                                       Title:

<PAGE>

                                                                       EXHIBIT 2

                                    [Form of]

                           SECURITIES PLEDGE AMENDMENT

            This Security Pledge Amendment, dated as of [    ], is delivered
pursuant to Section 5.1 of that certain security agreement (as amended, amended
and restated, supplemented or otherwise modified from time to time, the
"SECURITY AGREEMENT;" capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated
as of December 22, 2004, made by SFBC INTERNATIONAL, INC., a Delaware
corporation (the "BORROWER"), the Guarantors party thereto and UBS AG, STAMFORD
BRANCH, as collateral agent (in such capacity and together with any successors
in such capacity, the "COLLATERAL AGENT"). The undersigned hereby agrees that
this Pledge Amendment may be attached to the Security Agreement and that the
Pledged Securities and/or Intercompany Notes listed on this Pledge Amendment
shall be deemed to be and shall become part of the Pledged Collateral and shall
secure all Secured Obligations.

<TABLE>
<CAPTION>
                                                      PLEDGED SECURITIES

                        CLASS                                      NUMBER OF            PERCENTAGE OF
                      OF STOCK                                      SHARES           ALL ISSUED CAPITAL
                         OR              PAR     CERTIFICATE          OR               OR OTHER EQUITY
ISSUER                INTERESTS         VALUE       NO(S).         INTERESTS         INTERESTS OF ISSUER
------                ---------         -----    -----------       ---------         -------------------
<S>                   <C>               <C>      <C>               <C>               <C>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                              INTERCOMPANY NOTES
                          PRINCIPAL                DATE OF             INTEREST             MATURITY
ISSUER                     AMOUNT                  ISSUANCE              RATE                 DATE
------                    ---------           ------------------       --------             --------
<S>                       <C>                 <C>                      <C>                  <C>
</TABLE>

                               [                                              ],
                                as Pledgor

                                By: ____________________________________________
                                Name:
                                Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: ____________________
    Name:
    Title:

By: ____________________
    Name:
    Title:

                                      -2-

<PAGE>

                                                                       EXHIBIT 3

                                    [Form of]

                                JOINDER AGREEMENT

                                                           [Name of New Pledgor]
                                                        [Address of New Pledgor]

[Date]

____________
____________
____________
____________

Ladies and Gentlemen:

            Reference is made to that certain security agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"SECURITY AGREEMENT;" capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated
as of December 22, 2004, made by SFBC INTERNATIONAL, INC., a Delaware
corporation (the "BORROWER"), the Guarantors party thereto and UBS AG, STAMFORD
BRANCH, as collateral agent (in such capacity and together with any successors
in such capacity, the "COLLATERAL AGENT").

            This letter supplements the Security Agreement and is delivered by
the undersigned, [     ] (the "NEW PLEDGOR"), pursuant to Section 3.5 of the
Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and
as a Pledgor by all of the terms, covenants and conditions set forth in the
Security Agreement to the same extent that it would have been bound if it had
been a signatory to the Security Agreement on the execution date of the Security
Agreement. The New Pledgor also hereby agrees to be bound as a party by all of
the terms, covenants and conditions applicable to it set forth in Articles V, VI
and VII of the Credit Agreement to the same extent that it would have been bound
if it had been a signatory to the Credit Agreement on the execution date of the
Credit Agreement. Without limiting the generality of the foregoing, the New
Pledgor hereby grants and pledges to the Collateral Agent, as collateral
security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations, a Lien on and security interest in, all of its right, title and
interest in, to and under the Pledged Collateral and expressly assumes all
obligations and liabilities of a Guarantor and Pledgor thereunder. The New
Pledgor hereby makes each of the representations and warranties and agrees to
each of the covenants applicable to the Pledgors contained in the Security
Agreement and Section 10.2 of the Credit Agreement.

            Annexed hereto are supplements to each of the schedules to the
Security Agreement and the Credit Agreement, as applicable, with respect to the
New Pledgor. Such supplements shall be deemed to be part of the Security
Agreement or the Credit Agreement, as applicable.

            This agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of

<PAGE>

which when so executed and delivered shall be deemed to be an original, but all
such counterparts together shall constitute one and the same agreement.

            THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                      -2-

<PAGE>

            IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement
to be executed and delivered by its duly authorized officer as of the date first
above written.

                                            [NEW PLEDGOR]

                                             By: _______________________________
                                             Name:
                                             Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: ____________________
    Name:
    Title:

By: ____________________
    Name:
    Title:

                           [Schedules to be attached]

                                      -3-

<PAGE>

                                                                       EXHIBIT 4

                                    [Form of]

                CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS

            This Control Agreement Concerning Securities Accounts (this "CONTROL
AGREEMENT"), dated as of [_______], 2004, by and among SFBC INTERNATIONAL, INC.
(the "PLEDGOR"), UBS AG, Stamford Branch (the "COLLATERAL AGENT") and [   ] (the
"SECURITIES INTERMEDIARY"), is delivered pursuant to Section 3.4(c) of that
certain security agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "SECURITY AGREEMENT"), dated as of
December 22, 2004, made by the Pledgor and each of the Guarantors listed on the
signature pages thereto in favor of UBS AG, Stamford Branch, as collateral
agent, as pledgee, assignee and secured party (the "COLLATERAL AGENT"). This
Control Agreement is for the purpose of perfecting the security interests of the
Secured Parties granted by the Pledgor in the Designated Accounts described
below. All references herein to the "UCC" shall mean the Uniform Commercial Code
as in effect from time to time in the State of New York. Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Securities Intermediary hereby confirms and agrees that
(i) the Securities Intermediary has established for the Pledgor and maintains
the account(s) listed in Schedule I annexed hereto (such account(s), together
with each such other securities account maintained by the Pledgor with the
Securities Intermediary collectively, the "DESIGNATED ACCOUNTS" and each a
"DESIGNATED ACCOUNT"), (ii) each Designated Account will be maintained in the
manner set forth herein until termination of this Control Agreement, (iii) this
Control Agreement is the valid and legally binding obligation of the Securities
Intermediary, (iv) the Securities Intermediary is a "securities intermediary" as
defined in Article 8-102(a)(14) of the UCC, (v) each of the Designated Accounts
is a "securities account" as such term is defined in Section 8-501(a) of the UCC
and (vi) all securities or other property underlying any financial assets which
are credited to any Designated Account shall be registered in the name of the
Securities Intermediary, endorsed to the Securities Intermediary or in blank or
credited to another securities account maintained in the name of the Securities
Intermediary and in no case will any financial asset credited to any Designated
Account be registered in the name of the Pledgor, payable to the order of the
Pledgor or specially endorsed to the Pledgor, except to the extent the foregoing
have been specially endorsed to the Securities Intermediary or in blank.

            Section 2. "Financial Assets" Election. The Securities Intermediary
hereby agrees that each item of Investment Property credited to any Designated
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the UCC.

            Section 3. Entitlement Order. If at any time the Securities
Intermediary shall receive an "entitlement order" (within the meaning of Section
8-102(a)(8) of the UCC) issued by the Collateral Agent and relating to any
financial asset maintained in one or more of the Designated Accounts, the
Securities Intermediary shall comply with such entitlement order without further
consent by the Pledgor or any other person. The Securities Intermediary shall
also comply with instructions directing the Securities Intermediary with respect
to the sale, exchange or transfer of financial assets held in each Designated
Account originated by a Pledgor, or any representative of, or investment manager
appointed by, a Pledgor until such time as the Collateral Agent delivers a
Notice of Sole Control pursuant to Section 9.1 to the Securities Intermediary.

            Section 4. Subordination of Lien; Waiver of Set-Off. The Securities
Intermediary hereby agrees that any security interest in any Designated Account
it now has or subsequently obtains

<PAGE>

shall be subordinate to the security interest of the Collateral Agent. The
financial assets and other items deposited to any Designated Account will not be
subject to deduction, set-off, banker's lien, or any other right in favor of any
person other than the Secured Parties (except that the Securities Intermediary
may set off all amounts due to the Securities Intermediary in respect of its
customary fees and expenses for the routine maintenance and operation of the
Designated Accounts, including overdraft fees and amounts advanced to settle
authorized transactions).

            Section 5. Choice of Law. Both this Control Agreement and the
Designated Accounts shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Securities Intermediary's location and the
Designated Accounts (as well as the security entitlements related thereto) shall
be governed by the laws of the State of New York.

            Section 6. Conflict with Other Agreements; Amendments. As of the
date hereof, there are no other agreements entered into between the Securities
Intermediary and the Pledgor with respect to any Designated Account or any
security entitlements or other financial assets credited thereto (other than
standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts). The Securities Intermediary and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Collateral Agent shall have received prior written notice
thereof. The Securities Intermediary and the Pledgor have not and will not enter
into any other agreement with respect to (i) creation or perfection of any
security interest in or (ii) control of security entitlements maintained in any
of the Designated Accounts or purporting to limit or condition the obligation of
the Securities Intermediary to comply with entitlement orders with respect to
financial assets credited to any Designated Account as set forth in Section 3
hereof without the prior written consent of the Collateral Agent acting in its
sole discretion. In the event of any conflict with respect to control over any
Designated Account between this Control Agreement (or any portion hereof) and
any other agreement now existing or hereafter entered into, the terms of this
Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any rights hereunder shall be binding on any party hereto
unless it is in writing and is signed by all the parties hereto.

            Section 7. Certain Agreements.

            (i) The Securities Intermediary has furnished to the Collateral
      Agent the most recent account statement issued by the Securities
      Intermediary with respect to each of the Designated Accounts and the
      financial assets and cash balances held therein, identifying the financial
      assets held therein in a manner acceptable to the Collateral Agent. Each
      such statement accurately reflects the assets held in such Designated
      Account as of the date thereof.

            (ii) The Securities Intermediary will, upon its receipt of each
      supplement to the Security Agreement signed by the Pledgor and identifying
      one or more financial assets as "Pledged Collateral," enter into its
      records, including computer records, with respect to each Designated
      Account a notation with respect to any such financial asset so that such
      records and reports generated with respect thereto identify such financial
      asset as "Pledged."

            (iii) The Collateral Agent has delivered to the Securities
      Intermediary a list, signed by an authorized representative of the
      officers of the Collateral Agent authorized to give approvals or
      instructions under this Control Agreement (the "AUTHORIZED
      REPRESENTATIVES") and the Securities Intermediary shall be entitled to
      rely on communications from any such authorized officers until the earlier
      of the termination of this Control Agreement in accordance with the terms
      hereof and notification by an Authorized Representative of a change in
      such list at any time.

                                      -2-

<PAGE>

            Section 8. Notice of Adverse Claims. Except for the claims and
interest of the Collateral Agent and of the Pledgor in the financial assets
maintained in the Designated Account(s), the Securities Intermediary on the date
hereof does not know of any claim to, or security interest in, any Designated
Account or in any financial asset credited thereto and does not know of any
claim that any person other than the Collateral Agent has been given "control"
(within the meaning of Section 8-106 of the UCC) of any Designated Account or
any such financial asset. If the Securities Intermediary becomes aware that any
person is asserting any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process or
any claim of control) against any of the financial assets maintained in any
Designated Account, the Securities Intermediary promptly notify the Collateral
Agent and the Pledgor thereof.

            Section 9. Maintenance of Designated Accounts. In addition to the
obligations of the Securities Intermediary in Section 3 hereof, the Securities
Intermediary agrees to maintain the Designated Accounts as follows:

            (i) Notice of Sole Control. If at any time the Collateral Agent
      delivers to the Securities Intermediary a notice of sole control in
      substantially the form set forth in Exhibit A attached hereto (the "NOTICE
      OF SOLE CONTROL") with respect to any Designated Account, the Securities
      Intermediary agrees that, after receipt of such notice, it will take all
      instructions with respect to such Designated Account solely from the
      Collateral Agent and cease taking instructions from Pledgor, including,
      without limitation, instructions for investment, distribution or transfer
      of any financial asset maintained in any Designated Account. Permitting
      settlement of trades pending at the time of receipt of such notice shall
      not constitute a violation of the immediately preceding sentence.

            (ii) Voting Rights. Until such time as the Securities Intermediary
      receives a Notice of Sole Control, the Pledgor, or an investment manager
      on behalf of the Pledgor, shall direct the Securities Intermediary with
      respect to the voting of any financial assets credited to any Designated
      Account.

            (iii) Statements and Confirmations. The Securities Intermediary will
      send copies of all statements and other correspondence (excluding routine
      confirmations) concerning any Designated Account or any financial assets
      credited thereto simultaneously to each of the Pledgor and the Collateral
      Agent at the address set forth in Section 11 hereof. The Securities
      Intermediary will provide to the Collateral Agent, upon the Collateral
      Agent's request therefor from time to time and, in any event, as of the
      last business day of each calendar month, a statement of the market value
      of each financial asset maintained in each Designated Account. The
      Securities Intermediary shall not change the name or account number of any
      Designated Account without the prior written consent of the Collateral
      Agent.

            (iv) Bailee for Perfection. The Securities Intermediary acknowledges
      that, in the event that it should come into possession of any certificate
      representing any security or other assets held as financial assets in any
      of the Designated Accounts, the Securities Intermediary shall retain
      possession of the same for the benefit of the Collateral Agent and such
      act shall cause the Securities Intermediary to be deemed a bailee for the
      Collateral Agent, if necessary to perfect the Collateral Agent's security
      interest in such securities or assets. The Securities Intermediary hereby
      acknowledges its receipt of a copy of the Security Agreement, which shall
      also serve as notice to the Securities Intermediary of a security interest
      in collateral held by a bailee.

                                       -3-

<PAGE>

            Section 10. Successors; Assignment. The terms of this Control
      Agreement shall be binding upon, and shall inure to the benefit of, the
      parties hereto and their respective corporate successors and permitted
      assignees.

            Section 11. Notices. Any notice, request or other communication
      required or permitted to be given under this Control Agreement shall be in
      writing and deemed to have been properly given when delivered in person,
      or when sent by telecopy or other electronic means and electronic
      confirmation of error free receipt is received or two days after being
      sent by certified or registered United States mail, return receipt
      requested, postage prepaid, addressed to the party at the address set
      forth below.

      Pledgor:                SFBC International, Inc.,
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

                              with copy to:
                              [             ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

      Securities
      Intermediary:           [             ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

      Collateral
      Agent:                  UBS AG, Stamford Branch
                              677 Washington Boulevard
                              Stamford, Connecticut 06901
                              Attention:
                              Telecopy:
                              Telephone:

            Any party may change its address for notices in the manner set forth
above.

            Section 12. Termination. The rights and powers granted herein to the
Collateral Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Securities Intermediary hereunder shall continue in effect
until (i) the security interests of the Secured Parties with respect to the
financial assets maintained in the Designated Account(s) have been terminated
and an Authorized Representative has notified the Securities Intermediary of
such termination in writing or (ii) 30 days following the Securities
Intermediary's delivery of written notice of such termination to the Pledgor and
the Collateral Agent.

                                       -4-

<PAGE>

            Section 13. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 14. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.

                                       -5-

<PAGE>

                                       S-1

                                    SFBC INTERNATIONAL, INC., as Pledgor

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    UBS AG, STAMFORD BRANCH,
                                    as Collateral Agent

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    [                              ],
                                    as Securities Intermediary

                                    By: ________________________________________
                                        Name:
                                        Title:

<PAGE>

                                   SCHEDULE I

                              DESIGNATED ACCOUNT(S)

<PAGE>

                                    EXHIBIT A

                     [Letterhead of UBS AG, Stamford Branch]

                                                                          [Date]

[Securities Intermediary]
[Address]

Attention:

                           Re: Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 9(i) of the Control Agreement Concerning
Designated Accounts dated as of [_________], 2004, by and among SFBC
INTERNATIONAL, INC. ("PLEDGOR"), us and you (the "CONTROL AGREEMENT") (a copy of
which is attached) we hereby give you notice of our sole control over the
financial assets maintained in the Designated Account(s) referred to in the
Control Agreement, account numbers: ________________ (the "SPECIFIED DESIGNATED
ACCOUNTS"). You are hereby instructed not to accept any direction, instruction
or entitlement order with respect to financial assets maintained in the
Specified Designated Accounts from any person other than the undersigned.

<PAGE>

            You are instructed to deliver a copy of this notice by facsimile
transmission to Pledgor.

                                    Very truly yours,

                                    UBS AG, STAMFORD BRANCH,
                                    as Collateral Agent

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    By: ________________________________________
                                        Name:
                                        Title:

cc: Pledgor

<PAGE>

                                                                       EXHIBIT 5

                                    [Form of]

                  CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS

            This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this "CONTROL
AGREEMENT"), dated as of [___________], 2004, by and among SFBC INTERNATIONAL,
INC. (the "PLEDGOR"), UBS AG, STAMFORD BRANCH (the "COLLATERAL AGENT") and [ ]
(the "BANK"), is delivered pursuant to Section 3.4(b) of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "SECURITY AGREEMENT"), dated as of December 22, 2004,
made by the Pledgor and each of the Guarantors listed on the signature pages
thereto in favor of UBS AG, STAMFORD BRANCH, as collateral agent, as pledgee,
assignee and secured party (the "COLLATERAL AGENT"). This Control Agreement is
for the purpose of perfecting the security interests of the Secured Parties
granted by the Pledgor in the Designated Accounts described below. All
references herein to the "UCC" shall mean the Uniform Commercial Code as in
effect from time to time in the State of New York. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the
Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Bank hereby confirms and agrees that (i) the Bank has
established for the Pledgor and maintains the deposit account(s) listed in
Schedule 1 annexed hereto (such account(s), together with each such other
deposit account maintained by the Pledgor with the Bank collectively, the
"DESIGNATED ACCOUNTS" and each a "DESIGNATED ACCOUNT"), (ii) each Designated
Account will be maintained in the manner set forth herein until termination of
this Control Agreement, (iii) the Bank is a "bank," as such term is defined in
the UCC, (iv) this Control Agreement is the valid and legally binding obligation
of the Bank and (v) each Designated Account is a "deposit account" as such term
is defined in Article 9 of the UCC.

            Section 2. Control. The Bank shall comply with instructions
originated by the Collateral Agent without further consent of the Pledgor or any
person acting or purporting to act for the Pledgor being required, including,
without limitation, directing disposition of the funds in each Designated
Account. The Bank shall also comply with instructions directing the disposition
of funds in each Designated Account originated by the Pledgor or its authorized
representatives until such time as the Collateral Agent delivers a Notice of
Sole Control pursuant to Section 8(i) hereof to the Bank.

            Section 3. Subordination of Lien; Waiver of Set-Off. The Bank hereby
agrees that any security interest in any Designated Account it now has or
subsequently obtains shall be subordinate to the security interest of the
Collateral Agent. The funds deposited into any Designated Account will not be
subject to deduction, set-off, banker's lien, or any other right in favor of any
person other than the Secured Parties (except that the Bank may set off (i) all
amounts due to the Bank in respect of its customary fees and expenses for the
routine maintenance and operation of the Designated Accounts, including
overdraft fees, and (ii) the face amount of any checks or other items which have
been credited to any Designated Account but are subsequently returned unpaid
because of uncollected or insufficient funds).

            Section 4. Choice of Law. Both this Control Agreement and the
Designated Account(s) shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Bank's jurisdiction and the Designated Account(s)
shall be governed by the law of the State of New York.

<PAGE>

            Section 5. Conflict with Other Agreements; Amendments. As of the
date hereof, there are no other agreements entered into between the Bank and the
Pledgor with respect to any Designated Account or any funds credited thereto
(other than standard and customary documentation with respect to the
establishment and maintenance of such Designated Accounts). The Bank and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Collateral Agent shall have received prior written notice
thereof. The Bank and the Pledgor have not and will not enter into any other
agreement with respect to control of the Designated Accounts or purporting to
limit or condition the obligation of the Bank to comply with any orders or
instructions with respect to any Designated Account as set forth in Section 2
hereof without the prior written consent of the Collateral Agent acting in its
sole discretion. In the event of any conflict with respect to control over any
Designated Account between this Control Agreement (or any portion hereof) and
any other agreement now existing or hereafter entered into, the terms of this
Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any right hereunder shall be binding on any party hereto
unless it is in writing and is signed by all the parties hereto.

            Section 6. Certain Agreements.

            (i) The Bank has furnished to the Collateral Agent the most recent
      account statement issued by the Bank with respect to each of the
      Designated Accounts and the cash balances held therein. Each such
      statement accurately reflects the assets held in such Designated Account
      as of the date thereof.

            (ii) The Collateral Agent has delivered to the Bank a list, signed
      by an authorized representative, of the officers of the Collateral Agent
      authorized to give approvals or instructions under this Control Agreement
      (the "AUTHORIZED REPRESENTATIVES") and the Bank shall be entitled to rely
      on communications from any such authorized officers until the earlier of
      the termination of this Control Agreement in accordance with the terms
      hereof and notification by an Authorized Representative of a change in
      such list at any time.

            Section 7. Notice of Adverse Claims. Except for the claims and
interest of the Secured Parties and of the Pledgor in the Designated Account(s),
the Bank on the date hereof does not know of any claim to, or security interest
in, any Designated Account or in any funds credited thereto and does not know of
any claim that any person other than the Collateral Agent has been given control
(within the meaning of Section 8-106 of the UCC) of any Designated Account or
any such funds. If the Bank becomes aware that any person is asserting any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process or any claim of control) against any
funds in any Designated Account, the Bank will promptly notify the Collateral
Agent and the Pledgor thereof.

            Section 8. Maintenance of Designated Accounts. In addition to the
obligations of the Bank in Section 2 hereof, the Bank agrees to maintain the
Designated Accounts as follows:

            (i) Notice of Sole Control. If at any time the Collateral Agent
      delivers to the Bank a notice of sole control in substantially the form
      set forth in Exhibit A attached hereto (the "NOTICE OF SOLE CONTROL") with
      respect to any Designated Account, the Bank agrees that, after receipt of
      such notice, it will take all instruction with respect to such Designated
      Account solely from the Collateral Agent and cease taking instructions
      from the Pledgor, including, without limitation, instructions for
      distribution or transfer of any funds in any Designated Account.

            (ii) Statements and Confirmations. The Bank will send copies of all
      statements and other correspondence (excluding routine confirmations)
      concerning any Designated Account

                                      -2-

<PAGE>

      simultaneously to the Pledgor and the Collateral Agent at the address set
      forth in Section 10 hereof. The Bank will promptly provide to the
      Collateral Agent, upon request therefor from time to time and, in any
      event, as of the last business day of each calendar month, a statement of
      the cash balance in each Designated Account. The Bank shall not change the
      name or account number of any Designated Account without the prior written
      consent of the Collateral Agent.

            Section 9. Successors; Assignment. The terms of this Control
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors and permitted assignees.

            Section 10. Notices. Any notice, request or other communication
required or permitted to be given under this Control Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two days after being sent by certified or registered
United States mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth below.

            Pledgor:              SFBC International, Inc.
                                  [Address]
                                  Attention:
                                  Telecopy:
                                  Telephone:

                                  with copy to:

                                  [               ]
                                  [Address]
                                  Attention:
                                  Telecopy:
                                  Telephone:

            Bank:                 [               ]
                                  [               ]
                                  [               ]
                                  Attention:
                                  Telecopy:
                                  Telephone:

            Collateral
            Agent:                UBS AG, Stamford Branch
                                  677 Washington Boulevard
                                  Stamford, Connecticut 06901
                                  Attention:
                                  Telecopy:
                                  Telephone:

            Any party may change its address for notices in the manner set forth
above.

            Section 11. Termination. The rights and powers granted herein to the
Collateral Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Bank hereunder shall continue in effect until (i) the

                                       -3-

<PAGE>

security interests of the Secured Parties with respect to the Designated
Account(s) have been terminated and an Authorized Representative has notified
the Bank of such termination in writing or (ii) 30 days following the Bank's
delivery of written notice of such termination to the Collateral Agent and
Pledgor.

            Section 12. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 13. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.

                                       -4-

<PAGE>

                                    [                              ]

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    UBS AG, STAMFORD BRANCH,
                                    as Collateral Agent

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    By: ________________________________________
                                        Name:
                                        Title:

                                    [                             ],
                                    as Bank

                                    By: ________________________________________
                                        Name:
                                        Title:

                                      S-1
<PAGE>

                                   SCHEDULE 1

                             DESIGNATED ACCOUNT(s)

<PAGE>

                                    EXHIBIT A

                    [Letterhead of UBS AG, Stamford Branch]

                                                                          [Date]

[Bank]
[Address]

Attention: ____________

                            Re: Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 8(i) of the Control Agreement Concerning
Designated Accounts dated as of [________], 2004, by and among SFBC
INTERNATIONAL, INC. ("PLEDGOR"), us and you (the "CONTROL AGREEMENT") (a copy of
which is attached) we hereby give you notice of our sole control over the
Designated Account(s) referred to in the Control Agreement, having account
number(s): ___________________________________ (the "SPECIFIED DESIGNATED
ACCOUNTS"). You are hereby instructed not to accept any direction or
instructions with respect to the Specified Designated Accounts or any funds
credited thereto from any person other than the undersigned, unless otherwise
ordered by a court of competent jurisdiction.

<PAGE>

            You are instructed to deliver a copy of this notice by facsimile
transmission to Pledgor.

                                           Very truly yours,

                                           UBS AG, Stamford Branch,
                                           as Collateral Agent

                                           By:____________________________
                                              Name:
                                              Title:

                                           By:____________________________
                                              Name:
                                              Title:

cc: Pledgor

<PAGE>

                                                                       EXHIBIT 6

                                    [Form of]

                          COPYRIGHT SECURITY AGREEMENT

            COPYRIGHT SECURITY AGREEMENT, dated as of December 22, 2004, by SFBC
INTERNATIONAL, INC. (the "BORROWER") and each Guarantor listed on Schedule II
hereto (collectively, the "ORIGINAL GUARANTORS," together with the Borrower, the
"PLEDGORS"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the "COLLATERAL
AGENT").

                              W I T N E S S E T H:

            WHEREAS, Pledgors are party to a Security Agreement of even date
herewith (the "SECURITY AGREEMENT") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Copyright Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into Credit
Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Copyright Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (i)   Copyrights of such Pledgor listed on Schedule I attached
                  hereto; and

            (ii)  all Proceeds of any and all of the foregoing (other than
                  Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Copyright Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the
Copyrights made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Copyright Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control unless the Collateral
Agent shall otherwise determine.

            Section 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgor an instrument in writing in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in the Copyrights under
this Copyright Security Agreement.

                               [signature page follows]
<PAGE>

            IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security
Agreement to be executed and delivered by its duly authorized offer as of the
date first set forth above.

                                             Very truly yours,

                                             SFBC INTERNATIONAL, INC.

                                             By:______________________________
                                                Name:
                                                Title:

                                             [ORIGINAL GUARANTORS](1)

                                             By:______________________________
                                                Name:
                                                Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By:______________________________
   Name:
   Title:

By:______________________________
   Name:
   Title:

-------------------
(1)   This document needs only to be executed by any Guarantor which owns a
      pledged Copyright.

                                      -2-
<PAGE>

                                   SCHEDULE I
                                       TO
                          COPYRIGHT SECURITY AGREEMENT
               COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

COPYRIGHT REGISTRATIONS:

<TABLE>
<CAPTION>
                      REGISTRATION
OWNER                    NUMBER                   TITLE
-----                 ------------                -----
<S>                   <C>                         <C>

</TABLE>

COPYRIGHT APPLICATIONS:

<TABLE>
<CAPTION>
OWNER                 TITLE
----                  -----
<S>                   <C>

</TABLE>

                                      -3-
<PAGE>

                                   SCHEDULE II
                                       TO
                          COPYRIGHT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
            NAME                                   ADDRESS
            ----                                   -------
<S>                                  <C>
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
</TABLE>

                                      -4-
<PAGE>

                                                                       EXHIBIT 7

                                    [Form of]

                            PATENT SECURITY AGREEMENT

            PATENT SECURITY AGREEMENT, dated as of December 22, 2004, by SFBC
INTERNATIONAL, INC. (the "BORROWER") and each Guarantor listed on Schedule II
hereto (collectively, the "ORIGINAL GUARANTORS," and together with the Borrower,
the "PLEDGORS"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as
collateral agent pursuant to the Credit Agreement (in such capacity, the
"COLLATERAL AGENT").

                              W I T N E S S E T H:

            WHEREAS, Pledgors are party to a Security Agreement of even date
herewith (the "SECURITY AGREEMENT") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Patent Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into Credit
Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Patent Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (i)   Patents of such Pledgor listed on Schedule I attached hereto;
                  and

            (ii)  all Proceeds of any and all of the foregoing (other than
                  Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Patent Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the
Patents made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Patent Security Agreement is deemed to conflict with the Security Agreement, the
provisions of the Security Agreement shall control unless the Collateral Agent
shall otherwise determine.

            Section 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgor an instrument in writing in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in the Patents under this
Patent Security Agreement.

                            [signature page follows]

<PAGE>

            IN WITNESS WHEREOF, each Pledgor has caused this Patent Security
Agreement to be executed and delivered by its duly authorized offer as of the
date first set forth above.

                                               Very truly yours,

                                               SFBC INTERNATIONAL, INC.

                                               By:____________________________
                                                  Name:
                                                  Title:

                                               [ORIGINAL GUARANTORS](2)

                                               By:____________________________
                                                  Name:
                                                  Title:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By:____________________________
   Name:
   Title:

By:____________________________
   Name:
   Title:

-------------------
(2)   This document needs only to be executed by any Guarantor which owns a
      pledged Patent.

                                       -2-
<PAGE>

                                   SCHEDULE I
                                       TO
                            PATENT SECURITY AGREEMENT
                  PATENT REGISTRATIONS AND PATENT APPLICATIONS

PATENT REGISTRATIONS:

<TABLE>
<CAPTION>
                      REGISTRATION
OWNER                    NUMBER                      TITLE
-----                 ------------                   -----
<S>                   <C>                            <C>

</TABLE>

PATENT APPLICATIONS:

<TABLE>
<CAPTION>
OWNER                 TITLE
-----                 -----
<S>                   <C>

</TABLE>

                                       -3-
<PAGE>

                                   SCHEDULE II
                                       TO
                            PATENT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
            NAME                                   ADDRESS
            ----                                   -------
<S>                                  <C>
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
</TABLE>

                                       -4-
<PAGE>

                                                                       EXHIBIT 8

                                    [Form of]

                          TRADEMARK SECURITY AGREEMENT

            TRADEMARK SECURITY AGREEMENT, dated as of December 22, 2004, by
SFBC\ INTERNATIONAL, INC. (the "BORROWER") and each Guarantor listed on Schedule
II hereto (collectively, the "ORIGINAL GUARANTORS," together with the Borrower,
the "PLEDGORS"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as
collateral agent pursuant to the Credit Agreement (in such capacity, the
"COLLATERAL AGENT").

                              W I T N E S S E T H:

            WHEREAS, PLEDGORS are party to a Security Agreement of even date
herewith (the "SECURITY AGREEMENT") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Trademark Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into Credit
Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Trademark Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (i)   Trademarks of such Pledgor listed on Schedule I attached
                  hereto;

            (ii)  all Goodwill associated with such Trademarks; and

            (iii) all Proceeds of any and all of the foregoing (other than
                  Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Trademark Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Trustee with respect to the security interest in the Trademarks
made and granted hereby are more fully set forth in the Security Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Trademark Security
Agreement is deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall control unless the Collateral Agent shall otherwise
determine.

            Section 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgor an instrument in writing in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in the Trademarks under
this Trademark Security Agreement.

                            [signature page follows]

<PAGE>

            IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized offer as of the
date first set forth above.

                                               Very truly yours,

                                               SFBC INTERNATIONAL, INC.

                                               By:____________________________
                                                  Name:
                                                  Title:

                                               [ORIGINAL GUARANTORS](3)

                                               By:____________________________
                                                  Name:
                                                  Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By:____________________________
   Name:
   Title:

By:____________________________
   Name:
   Title:

------------------
(3)   This document needs only to be executed by any Guarantor which owns a
      pledged Trademark.

                                       -2-
<PAGE>

                                   SCHEDULE I
                                       TO
                          TRADEMARK SECURITY AGREEMENT
               TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

TRADEMARK REGISTRATIONS:

<TABLE>
<CAPTION>
                      REGISTRATION
OWNER                    NUMBER                      TRADEMARK
-----                 ------------                   ---------
<S>                   <C>                            <C>

</TABLE>

TRADEMARK APPLICATIONS:

<TABLE>
<CAPTION>
                      APPLICATION
OWNER                    NUMBER                      TRADEMARK
-----                 -----------                    ---------
<S>                   <C>                            <C>

</TABLE>

                                       -3-
<PAGE>

                                   SCHEDULE II
                                       TO
                          TRADEMARK SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
            NAME                                   ADDRESS
            ----                                   -------
<S>                                  <C>
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
______________________________       ___________________________________
</TABLE>

                                       -4-
<PAGE>

                                                                       EXHIBIT 9

                                    [FORM OF]

               NOTICE TO BAILEE OF SECURITY INTEREST IN INVENTORY

CERTIFIED MAIL - RETURN RECEIPT REQUESTED

                                                [           ], 200[ ]

TO:   [Bailee's Name]
      [Bailee's Address]

                   Re: SFBC INTERNATIONAL, INC.

Ladies and Gentlemen:

            In connection with that certain Security Agreement, dated as of
December [ ], 2004 (the "SECURITY AGREEMENT"), made by SFBC INTERNATIONAL, INC.,
the Guarantors party thereto and UBS AG, Stamford Branch ("UBS") as Collateral
Agent, we have granted to UBS a security interest in substantially all of our
personal property, including our inventory.

            This letter constitutes notice to you, and your signature below will
constitute your acknowledgment, of UBS's continuing first priority security
interest in all goods with respect to which you are acting as bailee. Until you
are notified in writing to the contrary by UBS, however, you may continue to
accept instructions from us regarding the delivery of goods stored by you.

            Your acknowledgment also constitutes a waiver and release, for UBS's
benefit, of any and all claims, liens, including bailee's liens, and demands of
every kind which you have or may later have against such property (including any
right to include such property in any secured financing to which you may become
party).

            In order to complete our records, kindly have a duplicate of this
letter signed by an officer of your company and return same to us at your
earliest convenience.

Receipt acknowledged, confirmed and
approved:                                      Very truly yours,

[BAILEE]                                       [APPLICABLE PLEDGOR]

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

cc: UBS AG, Stamford Branch

<PAGE>

            IN WITNESS WHEREOF, Pledgors and the Collateral Agent have caused
this Agreement to be duly executed by their duly authorized officers as of the
date first above written.

                                 SFBC INTERNATIONAL, INC.,
                                 as Pledgor

                                 By: /s/ David Natan
                                     ------------------------------------
                                 Name:   David Natan
                                 Title:  Secretary

                                 11190 BISCAYNE, LLC,
                                 as Pledgor

                                 By SFBC International, Inc., as its sole member

                                 By: /s/ David Natan
                                     ------------------------------------
                                 Name:   David Natan
                                 Title:  Secretary

                                 CLINICAL PHARMACOLOGY INTERNATIONAL,
                                 INC.

                                 SFBC FT. MYERS, INC.
                                 SFBC ANALYTICAL LABORATORIES, INC.
                                 SFBC NEW DRUG SERVICES, INC.
                                 SOUTH FLORIDA KINETICS, INC.
                                 SFBC TAYLOR TECHNOLOGY, INC.
                                 SFBC SUB 2004, INC.,
                                 as Pledgor

                                 By: /s/ David Natan
                                     ------------------------------------
                                 Name:   David Natan
                                 Title:  Secretary

                      [Signature Page to Security Agreement]

<PAGE>

                               PHARMANET, INC.
                               PHARMANET (D.C.), INC.
                               PHARMANET (C.A.), INC.
                               PHARMANET, INC., a Pennsylvania corporation
                               PHARMANET (I.L.), INC.
                               PHARMASITE, INC.
                               PHARMANET (NC), INC.
                               PHARMANET (P.A.), INC.
                               PHARMA HOLDINGS, INC.,
                               as Pledgors

                               By: /s/ John P. Hamill
                                   ------------------------------------
                               Name:   John P. Hamill
                               Title:  Vice President and Chief
                                        Financial Officer

                               PHARMANET, LLC,
                               as Pledgor

                               By PharmaNet, Inc., a Pennsylvania corporation,
                               as its managing member

                               By: /s/ John P. Hamill
                                   ------------------------------------
                               Name:   John P. Hamill
                               Title:  Vice President and Chief
                                        Financial Officer

                               By PharmaNet (C.A.), Inc., as its managing member

                               By: /s/ John P. Hamill
                                   ------------------------------------
                               Name:   John P. Hamill
                               Title:  Vice President and Chief
                                       Financial Officer

                               PHARMASOFT, LLC,
                               as Pledgor

                               By PharmaNet, LLC, as its sole member

                               By: /s/ John P. Hamill
                                   ------------------------------------
                               Name:   John P. Hamill
                               Title:  Vice President and Chief
                                       Financial Officer

                      [Signature Page to Security Agreement]

<PAGE>

                                 UBS AG, STAMFORD BRANCH,
                                 as Collateral Agent

                                 By:/s/ Wilfred V. Saini
                                    ------------------------------
                                 Name:  Wilfred V. Saini
                                 Title: Director
                                        Banking Products Services

                                 By:/s/ Joselin Fernandes
                                    ------------------------------
                                 Name:   Joselin Fernandes
                                 Title:  Associate Director
                                         Banking Products
                                         Services, US