CREDIT AGREEMENT

                            dated as of June 30, 1999

                                  by and among

                         OAO TECHNOLOGY SOLUTIONS, INC.,

                                its SUBSIDIARIES

                                       and

                                NATIONSBANK, N.A.
                             as Administrative Agent

                                       and

                            THE LENDERS NAMED HEREIN


                       $15,000,000 REVOLVING LOAN FACILITY

                                       and

                         $20,000,000 TERM LOAN FACILITY



--------------------------------
CREDIT AGREEMENT - Page 1


                                       18

<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE 1  Definitions.........................................................1

Section 1.1    Definitions, etc................................................1
Section 1.2    Other Definitional Provisions..................................27
Section 1.3    Accounting Terms and Determinations............................28
Section 1.4    Financial Covenants and Reporting..............................28

ARTICLE 2  Loans..............................................................29

Section 2.1    Revolving Loans; Term Loans....................................29
Section 2.2    Notes..........................................................30
Section 2.3    Repayment of Loans.............................................31
Section 2.4    Interest.......................................................31
Section 2.5    Borrowing Procedure............................................33
Section 2.6    Optional Prepayments, Conversions and Continuations of Loans...33
Section 2.7    Mandatory Prepayments..........................................34
Section 2.8    Minimum Amounts................................................35
Section 2.9    Certain Notices................................................35
Section 2.10   Use of Proceeds................................................36
Section 2.11   Fees...........................................................36
Section 2.12   Computations...................................................37
Section 2.13   Termination or Reduction of Commitments........................37
Section 2.14   Letters of Credit..............................................37
Section 2.15   Joint and Several Obligations..................................41

ARTICLE 3  Payments...........................................................42

Section 3.1    Method of Payment..............................................41
Section 3.2    Pro Rata Treatment.............................................41
Section 3.3    Sharing of Payments, Etc.......................................42
Section 3.4    Non-Receipt of Funds by the Administrative Agent...............42
Section 3.5    Taxes..........................................................43
Section 3.6    Withholding Tax Exemption......................................44
Section 3.7    Reinstatement of Obligations...................................44
Section 3.8    No Force Majeure, Disputes.....................................45

ARTICLE 4  Yield Protection and Illegality....................................45

Section 4.1    Additional Costs...............................................45
Section 4.2    Limitation on Types of Loans...................................47
Section 4.3    Illegality.....................................................47
Section 4.4    Treatment of Affected Loans....................................47
Section 4.5    Compensation...................................................48
Section 4.6    Capital Adequacy...............................................48
Section 4.7    Additional Interest on Eurodollar Loans........................49

ARTICLE 5  Security...........................................................49

Section 5.1    Collateral.....................................................49
Section 5.2    Guaranties.....................................................50
Section 5.3    New Subsidiaries; Additional Capital Stock.....................50

<PAGE>

Section 5.4    Mortgaged Properties; Landlord Waivers.........................51
Section 5.5    Further Assurances.............................................51
Section 5.6    Setoff.........................................................52

ARTICLE 6  Conditions Precedent...............................................52

Section 6.1    Initial Extension of Credit....................................52
Section 6.2    All Extensions of Credit.......................................57
Section 6.3    All Term Loans.................................................57
Section 6.4    Closing Certificates...........................................58

ARTICLE 7  Representations and Warranties.....................................58

Section 7.1    Existence......................................................58
Section 7.2    Financial Statements...........................................58
Section 7.3    Corporate Action; No Breach....................................59
Section 7.4    Operation of Business; Licenses and Permits....................59
Section 7.5    Intellectual Property..........................................59
Section 7.6    Litigation and Judgments.......................................60
Section 7.7    Rights in Properties; Liens....................................60
Section 7.8    Enforceability.................................................60
Section 7.9    Approvals......................................................60
Section 7.10   Debt...........................................................61
Section 7.11   Taxes..........................................................61
Section 7.12   Margin Securities..............................................61
Section 7.13   ERISA..........................................................61
Section 7.14   Disclosure.....................................................62
Section 7.15   Loan Parties...................................................62
Section 7.16   Compliance with Laws...........................................62
Section 7.17   Investment Company Act.........................................63
Section 7.18   Public Utility Holding Company Act.............................64
Section 7.19   Environmental Matters..........................................63
Section 7.20   Year 2000 Compliance...........................................64
Section 7.21   Labor Disputes and Acts of God.................................64
Section 7.22   Material Contracts.............................................64
Section 7.23   Bank Accounts..................................................65
Section 7.24   Outstanding Securities.........................................65
Section 7.25   Solvency.......................................................65
Section 7.26   Employee Matters...............................................65
Section 7.27   Insurance......................................................65
Section 7.28   Common Enterprise..............................................65
Section 7.29   Burdensome Agreements..........................................66

ARTICLE 8  Affirmative Covenants..............................................66

Section 8.1    Reporting Requirements.........................................66
Section 8.2    Maintenance of Existence; Conduct of Business..................69
Section 8.3    Maintenance of Properties and Permits..........................70
Section 8.4    Taxes and Claims...............................................70
Section 8.5    Insurance......................................................70
Section 8.6    Inspection Rights..............................................72
Section 8.7    Keeping Books and Records......................................72
Section 8.8    Compliance with Laws...........................................72
Section 8.9    Compliance with Agreements.....................................72
Section 8.10   Further Assurances.............................................72
Section 8.11   ERISA..........................................................73


                                       ii
<PAGE>

Section 8.12   Non-Consolidation..............................................73
Section 8.13   Year 2000 Compliance...........................................73
Section 8.14   Trade Accounts Payable.........................................73
Section 8.15   Delivery of Certain Amendments and Material Contracts........7374
Section 8.16   Management.....................................................74

ARTICLE 9  Negative Covenants.................................................74

Section 9.1    Debt...........................................................74
Section 9.2    Limitation on Liens............................................74
Section 9.3    Mergers, Etc...................................................75
Section 9.4    Restricted Payments............................................75
Section 9.5    Investments....................................................75
Section 9.6    Limitation on Issuance of Capital Stock........................77
Section 9.7    Transactions with Affiliates...................................77
Section 9.8    Disposition of Property........................................77
Section 9.9    Sale and Leaseback.............................................79
Section 9.10   Lines of Business..............................................78
Section 9.11   Environmental Protection.......................................78
Section 9.12   Intercompany Transactions......................................78
Section 9.13   Management Fees................................................79
Section 9.14   Modification of Certain Agreements.............................79
Section 9.15   ERISA..........................................................79
Section 9.16   No Prepayment of Debt, Etc.....................................79

ARTICLE 10  Financial Covenants...............................................80

Section 10.1   Minimum Net Worth..............................................80
Section 10.2   Fixed Charge Coverage..........................................80
Section 10.3   Funded Debt to EBITDA..........................................81
Section 10.4   Senior Debt to EBITDA..........................................81

ARTICLE 11  Default...........................................................81

Section 11.1   Events of Default..............................................81
Section 11.2   Remedies.......................................................84
Section 11.3   Performance by the Administrative Agent, etc...................84

ARTICLE 12  The Administrative Agent..........................................85

Section 12.1   Appointment, Powers and Immunities.............................85
Section 12.2   Rights of Administrative Agent as a Lender.....................86
Section 12.3   Defaults.......................................................86
Section 12.4   Indemnification................................................86
Section 12.5   Independent Credit Decisions...................................87
Section 12.6   Several Commitments............................................88
Section 12.7   Successor Administrative Agent.................................88

ARTICLE 13  Miscellaneous.....................................................89

Section 13.1   Expenses.......................................................89
Section 13.2   Indemnification................................................89
Section 13.3   Limitation of Liability........................................90
Section 13.4   No Duty........................................................91
Section 13.5   No Fiduciary Relationship......................................91
Section 13.6   Equitable Relief...............................................91


                                      iii
<PAGE>

Section 13.7   No Waiver; Cumulative Remedies.................................91
Section 13.8   Successors and Assigns.........................................92
Section 13.9   Survival.......................................................96
Section 13.10  Entire Agreement...............................................96
Section 13.11  Amendments.....................................................96
Section 13.12  Maximum Interest Rate..........................................97
Section 13.13  Notices........................................................98
Section 13.14  Arbitration....................................................98
Section 13.15  Governing Law; Submission To Jurisdiction; Service Of Process..99
Section 13.16  Counterparts..................................................100
Section 13.17  Severability..................................................100
Section 13.18  Headings......................................................100
Section 13.19  Construction..................................................100
Section 13.20  Independence of Covenants.....................................100
Section 13.21  Confidentiality...............................................100
Section 13.22  Waiver Of Jury Trial..........................................101
Section 13.23  Approvals and Consent.........................................101
Section 13.24  Service of Process............................................101



                                       iv
<PAGE>




                                INDEX TO EXHIBITS

Exhibit A        -    Form of Assignment and Acceptance
Exhibit B        -    Form of Borrowing Base Report
Exhibit C-1      -    Form of Revolving Note
Exhibit C-2      -    Form of Term Note
Exhibit D        -    Form of Notice of Borrowings, Conversions, Continuations
                         and Prepayments
Exhibit E        -    Form of Compliance Certificate

                               INDEX TO SCHEDULES

Schedule 1.1(a)  -    Certain Permitted Holders
Schedule 1.1(b)  -    Certain Permitted Liens
Schedule 7.4     -    Permits, Franchises and Authorizations required by
                         Governmental Requirements or issued by
                         Governmental Authorities
Schedule 7.5     -    Intellectual Property
Schedule 7.6     -    Litigation, Etc.
Schedule 7.7     -    Real Property
Schedule 7.10    -    Existing Debt
Schedule 7.13    -    Plans
Schedule 7.15    -    Loan Parties
Schedule 7.22    -    Material Contracts
Schedule 7.23    -    Bank Accounts
Schedule 7.26    -    Employee Matters
Schedule 7.27    -    Insurance
Schedule 7.29    -    Capitalization
Schedule 8.13    -    Year 2000 Compliance
Schedule 9.5     -    Certain Investments
Schedule 9.13    -    Management Fees




                                       v
<PAGE>



                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT, dated as of June 30, 1999, is by and among OAO
TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the "Company"), O.A.O.
SYSTEMS, INC., an Illinois corporation ("OAO Systems"), OAO SERVICES, INC., a
District of Columbia corporation ("OAO Services"), OAO CANADA LIMITED, a company
organized under the law of New Brunswick, Canada ("OAO Canada"), CANADIAN
RESOURCE MANAGEMENT, LTD., a company organized under the laws of British
Columbia, Canada ("Canadian Resource Management"), CANADIAN NETWORK RESOURCES,
LTD., a company organized under the laws of New Brunswick, Canada ("Canadian
Network Resources"), ENTERPRISE TECHNOLOGY GROUP, INC., a Delaware corporation
("Enterprise Technology"), OAO HEALTHCARE SOLUTIONS, INC., a California
corporation ("OAO Healthcare Solutions"), and OAO/ICOR UK LTD., a United Kingdom
corporation ("OAO/ICOR UK") (the Company, OAO Systems, OAO Services, OAO Canada,
Canadian Resource Management, Canadian Network Resources, Enterprise Technology,
OAO Healthcare Solutions and OAO/ICOR UK are each a "Borrower" and together the
"Borrowers"), each of the lending entities which is a party hereto (as evidenced
by the signature pages of this Agreement) or which may from time to time become
a party hereto as a lender or any successor or assignee thereof (individually, a
"Lender" and, collectively, the "Lenders"), and NATIONSBANK, N.A., a national
banking association, as Administrative Agent for itself and the other Lenders
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").

                                    RECITALS:

     A. The Borrowers desire to obtain a $15,000,000 revolving loan facility and
a $20,000,000 term loan facility, which facilities will provide working capital
to the Borrowers and may be used to finance Permitted Acquisitions (as defined
herein).

     B. The Lender(s) identified on the signature pages of this Agreement desire
to provide such credit facilities with the assistance of the Administrative
Agent upon and subject to the terms and provisions contained in this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:

                                    ARTICLE 1

                                   Definitions

     Section 1.1 Definitions, etc. As used in this Agreement, the following
terms shall have the following meanings:

     "Additional Costs" means as specified in Section 4.1(a).


<PAGE>

     "Adjusted Eurodollar Rate" means, for any Eurodollar Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of one percent) determined by the Administrative Agent to be equal
to (a) the Eurodollar Rate for such Eurodollar Loan for such Interest Period
divided by (b) one minus the Reserve Requirement for such Eurodollar Loan for
such Interest Period.

     "Adjusted Net Income" means, as to the Company and its Consolidated
Subsidiaries and for any period, Consolidated Net Income less the following
(without duplication) to the extent that any of the following shall have been
included in Consolidated Net Income for such period: (a) any net gain or loss
arising from the sale of capital assets; (b) any net gain or loss arising from
any write-up or write-down of assets; (c) earnings or losses of any other
Person, substantially all of the assets of which have been acquired by the
Company or a Consolidated Subsidiary of the Company in any manner, to the extent
that such earnings or losses were realized by such other Person prior to the
date of such acquisition; (d) earnings or losses of any Person (other than a
Consolidated Subsidiary of the Company) in which the Company or a Consolidated
Subsidiary has an ownership interest, unless such earnings have actually been
received by such Person or such Consolidated Subsidiary in the form of cash
distributions; and (e) any net gain or loss arising from the acquisition of any
securities of the Company or a Consolidated Subsidiary of the Company.

     "Administrative Agent" means as specified in the introductory paragraph of
this Agreement.

     "Agent's Letter" means the letter agreement dated as of June 29, 1999
between the Administrative Agent and the Borrowers.

     "Advances" means the Loans made under this Agreement.

     "Affiliate" means, as to any Person, any other Person (a) that directly or
indirectly through one or more intermediaries controls or is controlled by, or
is under direct or indirect common control with, such first Person, (b) that
directly or indirectly beneficially owns or holds ten percent or more of any
class of voting Capital Stock of such first Person, or (c) ten percent or more
of the voting Capital Stock of which is directly or indirectly beneficially
owned or held by such first Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the Loan Documents, neither the Administrative Agent nor any Lender
shall be deemed to be an Affiliate of the Borrowers or any Loan Party and OAO
Corporation shall not be deemed an Affiliate of the Borrowers.

     "Agreement" means this Agreement and any and all amendments, modifications,
supplements, renewals, extensions or restatements hereof.



                                       2
<PAGE>

     "Applicable Commitment Fee Rate" means, for the period commencing with the
Closing Date and thereafter, the rate per annum set forth in the table below
that corresponds to the ratio of (i) Funded Debt as of the date of the relevant
financial statements referred to below to (ii) EBITDA for the four fiscal
quarters of the Company and its Subsidiaries then most recently ended as of the
date of such financial statements, calculated in accordance with Section 1.4:

 -------------------------------------------- ----------------------------------
                  Ratio of                                     Applicable
            Funded Debt to EBITDA                          Commitment Fee Rate
 -------------------------------------------- ----------------------------------
 Less than or equal to 1.00 to 1.00                               0.30%
 -------------------------------------------- ----------------------------------
 Less than or equal to 2.50 to 1.00 but
 greater than 1.00 to 1.00                                        0.40%
 -------------------------------------------- ----------------------------------
 Greater than 2.50 to 1.00                                        0.50%
 -------------------------------------------- ----------------------------------

For purposes hereof and notwithstanding the preceding sentence, the Applicable
Commitment Fee Rate for the period from the Closing Date to the first
Calculation Date shall be deemed to be 0.30% and shall thereafter be calculated
on each Calculation Date based upon the preceding table and the financial
statements delivered by the Borrowers pursuant to Section 8.1(b) and the
certificate delivered by the Borrowers pursuant to Section 8.1(j) (which may be
delivered by telecopy); provided, that if the Borrowers fail to deliver to the
Administrative Agent such financial statements or certificate on or before the
relevant Calculation Date, the Applicable Commitment Fee Rate shall be deemed to
be the percentage reflected in the preceding table as if the ratio of Funded
Debt to EBITDA were greater than 2.50 to 1.00 until the date such statements and
certificate are received by the Lender, after which the Applicable Commitment
Fee Rate shall be determined as otherwise provided herein

     "Applicable Lending Office" means, for each Lender and each Type of Loan,
the lending office of such Lender (or an Affiliate of such Lender) designated
for such Type of Loan below its name on the signature pages hereof (or, with
respect to a Lender that becomes a party to this Agreement pursuant to an
assignment made in accordance with Section 13.8, in the Assignment and
Acceptance executed by it) or such other office of such Lender (or an Affiliate
of such Lender) as such Lender may from time to time specify to the Borrowers
and the Administrative Agent as the office by which its Loans of such Type are
to be made and maintained.

     "Applicable Margin" means, for the period commencing with the Closing Date
and thereafter, the rate per annum set forth in the table below that corresponds
to the ratio of (i) Funded Debt as of the date of the relevant financial
statements referred to below to (ii) EBITDA for the four fiscal quarters of the
Company and its Subsidiaries then most recently ended as of the date of such
financial statements, calculated in accordance with Section 1.4:



                                       3
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------- -------------------------------------------------
                 Ratio of                                 Applicable Margins for
           Funded Debt to EBITDA             -------------------------------------------------
                                                Base Rate Loans         Eurodollar Loans
-------------------------------------------- ---------------------- --------------------------
<S>                                                   <C>                     <C>
Less than or equal to 1.00 to 1.00                    0%                      1.75%
-------------------------------------------- ---------------------- --------------------------
Less than or equal to 1.75 to 1.00 but
greater than 1.00 to 1.00                             0%                      2.00%
-------------------------------------------- ---------------------- --------------------------
Less than or equal to 2.50 to 1.00 but
greater than 1.75 to 1.00                             0%                      2.25%
-------------------------------------------- ---------------------- --------------------------
Greater than 2.50 to 1.00                             0%                      2.50%
-------------------------------------------- ---------------------- --------------------------
</TABLE>

For purposes hereof and notwithstanding the preceding sentence, the Applicable
Margin for the period from the Closing Date to the first Calculation Date shall
be deemed to be 0% for Base Rate Loans and 1.75% for Eurodollar Loans and shall
thereafter be calculated on each Calculation Date based upon the preceding table
and the financial statements delivered by the Borrowers pursuant to Section
8.1(b) and the certificate delivered by the Borrowers pursuant to Section 8.1(j)
(which may be delivered by telecopy); provided, that if the Borrowers fail to
deliver to the Administrative Agent such financial statements or certificate on
or before the relevant Calculation Date, the Applicable Margin shall be deemed
to be the percentage reflected in the preceding table as if the ratio of Funded
Debt to EBITDA were greater than 2.50 to 1.00 until the date such statements and
certificate are received by the Lender, after which the Applicable Margin shall
be determined as otherwise provided herein.

     "Asset Disposition" means the disposition of any or all of the Property of
a Borrower or any of its Subsidiaries, whether by sale, lease, transfer,
assignment, condemnation or otherwise, but excluding (a) sales of inventory in
the ordinary course of business, (b) the grant of a Lien as security, (c) any
involuntary disposition resulting from casualty damage to Property, and (d)
dispositions of equipment if and to the extent that the equipment disposed of
is, concurrently therewith, exchanged or replaced by equipment of equal or
greater value.

     "Assignee" means as specified in Section 13.8(b).

     "Assigning Lender" means as specified in Section 13.8(b).

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and its Assignee and accepted by the Administrative Agent pursuant
to Section 13.8(e), in substantially the form of Exhibit A hereto.

     "Bankruptcy Code" means as specified in Section 11.1(e).

     "Base Rate" means, at any time, the greater of (a) the rate of interest per
annum then most recently announced or established by the Reference Bank at its
principal office in Charlotte, North Carolina as its commercial prime or base
rate then in effect, or (b) the Federal Funds Rate then in effect plus one-half
of one percent (0.50%). The Base Rate


                                       4
<PAGE>

may not necessarily be the lowest rate of interest charged by the Reference Bank
to its commercial borrowers. Each change in any interest rate provided for
herein based upon the prime or base rate or the Federal Funds Rate resulting
from a change in the prime or base rate or the Federal Funds Rate, respectively,
shall take effect without notice to the Borrowers at the time of such change in
the prime or base rate or the Federal Funds Rate, respectively.

     "Base Rate Loans" means Loans that bear interest at rates based upon the
Base Rate.

     "Basle Accord" means the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and Supervisory
Practices in its paper entitled "International Convergence of Capital
Measurement and Capital Standards" dated July 1988, as amended, supplemented and
otherwise modified and in effect from time to time, or any replacement thereof.

     "Board of Directors" means the board of directors of a Borrower.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of a Borrower to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

     "Borrowers" means as specified in the initial paragraph of this Agreement.

     "Borrowing Base" means, at any date of determination, an amount equal to
the sum of (a) 85% of Eligible Receivables plus (c) 40% of Eligible Unbilled
Receivables; provided, however, that Revolving Loans outstanding against
Eligible Unbilled Receivables shall at no time exceed $3,000,000.

     "Borrowing Base Report" means a report in substantially the form of Exhibit
B attached hereto and completed and certified by a Responsible Officer of the
Borrowers certifying as to the Borrowing Base.

     "Business Day" means (a) any day other than a Saturday, Sunday or other day
on which commercial banks are authorized or required by law to close in North
Carolina, and (b) with respect to all borrowings, payments, Conversions,
Continuations, Interest Periods and notices in connection with Eurodollar Loans,
any day which is a Business Day described in clause (a) above and which is also
a day on which dealings in Dollar deposits are carried out in the London
interbank market.

     "Calculation Date" means the date occurring each quarter during the term of
this Agreement which is 15 days after the date on which quarterly financial
statements of the Company and its Subsidiaries are required by Section 8.1(b) to
be delivered to the Lender (or, if such day is not a Business Day, the next
succeeding Business Day).



                                       5
<PAGE>

     "Capital Expenditures" means, as to the Company and its Consolidated
Subsidiaries, amounts paid or Debt incurred by such Persons in connection with
the purchase or lease by such Persons of Property that would be required to be
capitalized and shown on the balance sheet of such Person or Persons in
accordance with GAAP.

     "Capital Lease Obligations" means, as to the Company and its Consolidated
Subsidiaries, the obligations of such Persons to pay rent or other amounts under
a lease of (or other agreement conveying the right to use) real and/or personal
Property, which obligations are classified as a capital lease on a balance sheet
of such Persons under GAAP. For purposes of this Agreement, the amount of such
Capital Lease Obligations shall be the capitalized amount thereof, determined in
accordance with GAAP.

     "Capital Stock" means corporate stock and any and all securities, shares,
partnership interests, limited partnership interests, limited liability company
interests, membership interests, equity interests, participations, rights or
other equivalents (however designated) of corporate stock or any of the
foregoing issued by any entity (whether a corporation, a partnership, a limited
liability company or another entity) and includes, without limitation,
securities convertible into Capital Stock and rights or options to acquire
Capital Stock.

     "Change in Control" means the existence or occurrence of any of the
following: (a) any Capital Stock of any Subsidiary of the Company is owned by
any Person other than the Company or any Wholly-Owned Subsidiary of the Company,
(b) any Person or two or more Persons (other than the Permitted Holders) acting
as a group (as defined in Section 13d-3 of the Exchange Act) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Exchange Act) of 20% or more of the outstanding
shares of Voting Stock of the Company; (c) individuals who, as of the Closing
Date, constitute the Board of Directors of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board of Directors
of the Company; provided, however, that any individual becoming a director of
the Company subsequent to the Closing Date whose election, or nomination for
election by the Company's shareholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or contest
by or on behalf of a Person other than the Board of Directors of the Company;
(d) the consummation of any transaction the result of which is that any Person
or group beneficially owns more of the Voting Stock of the Company than is
beneficially owned, in the aggregate, by the Permitted Holders or (e) Safeguard
Scientifics, Inc. shall cease to own at least 15% in the aggregate of the
outstanding shares of Voting Stock of the Company.

     "Closing Date" means June 29, 1999, the date of this Agreement.



                                       6
<PAGE>

     "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated and rulings issued thereunder.

     "Collateral" means all Property of any Person of any nature whatsoever upon
which a Lien is created or purported to be created by any Loan Document as
security for the Obligations or any portion thereof.

     "Commitments" means, as to any Lender and subject to all conditions
precedent to the making of Advances hereunder, such Lender's Revolving Loans
Commitment and such Lender's Term Loans Facility Share; provided, that the Term
Loans Facility does not and shall not constitute a committed facility and shall
be subject to all of the conditions precedent to Advances set forth in this
Agreement, including, without limitation, Section 6.3 hereof.

     "Company" means OAO Technology Solutions, Inc., a Delaware corporation.

     "Consolidated Fixed Charges" means, as to the Company and its Consolidated
Subsidiaries and for any period, the sum of (a) Consolidated Interest Expense of
such Persons paid or payable in cash during such period, plus (b) all scheduled
payments (as such scheduled payments are reduced by application of any
prepayments) of principal with respect to the Loans and other outstanding Debt
during such period, plus (c) taxes of such Persons paid in cash during such
period, plus (d) the aggregate amount in excess of $500,000 paid by such Persons
in cash during such period on account of Capital Expenditures.

     "Consolidated Interest Expense" means, as to the Company and its
Consolidated Subsidiaries and for any period, all interest on Debt of such
Persons paid or payable in cash during such period, including the interest
portion of payments under Capital Lease Obligations.

     "Consolidated Net Income" means, as to the Company and its Consolidated
Subsidiaries and for any period, the net income (or loss) of such Persons for
such period, determined on a consolidated basis in accordance with GAAP.

     "Consolidated Subsidiary" means, with respect to any Person, any Subsidiary
the financial attributes of which are or would be consolidated with those of
such Person in the consolidated financial statements of such Person in
accordance with GAAP.

     "Continue", "Continuation" and "Continued" shall refer to the continuation
pursuant to Section 2.6 of a Eurodollar Loan as a Eurodollar Loan of the same
Type from one Interest Period to the next Interest Period.

     "Contract Rate" means as specified in Section 13.12(a).

     "Convert", "Conversion" and "Converted" shall refer to a conversion
pursuant to Section 2.6 or Article 4 of one Type of Loan into the other Type of
Loan.



                                       7
<PAGE>

     "Current Date" means (a) a date occurring no more than 30 days prior to the
Closing Date or other relevant date as may be specified herein (as applicable)
or (b) such earlier date which is acceptable to the Administrative Agent.

     "Debt" means as to any Person at any time (without duplication): (a) all
indebtedness, liabilities and obligations of such Person for borrowed money; (b)
all indebtedness, liabilities and obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments; (c) all indebtedness,
liabilities and obligations of such Person to pay the deferred purchase price of
Property or services, except trade accounts payable of such Person arising in
the ordinary course of business that are not past due by more than 90 days (and
which are not subject to a dispute as to payment); (d) all Capital Lease
Obligations of such Person; (e) all Debt of others Guaranteed by such Person;
(f) all indebtedness, liabilities and obligations secured by a Lien existing on
Property owned by such Person, whether or not the indebtedness, liabilities or
obligations secured thereby have been assumed by such Person or are non-recourse
to such Person; (g) all reimbursement obligations of such Person (whether
contingent or otherwise) in respect of letters of credit, bankers' acceptances,
surety or other bonds and similar instruments; (h) all indebtedness, liabilities
and obligations of such Person to redeem or retire shares of Capital Stock of
such Person; (i) all indebtedness, liabilities and obligations of such Person
under Interest Rate Protection Agreements; and (j) all indebtedness, liabilities
and obligations of such Person in respect of unfunded vested benefits under any
pension plans.

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

     "Default Rate" means, in respect of any principal of any Loan at all times
during which any Default has occurred and is continuing or in respect of any
other amount payable by the Borrowers under this Agreement or any other Loan
Document which is not paid when due (whether at stated maturity, by acceleration
or otherwise), a rate per annum during the period of such Default or during the
period commencing on the due date of such other amount until such other amount
is paid in full equal to the lesser of (a) the sum of three percent (3.00%) plus
the Base Rate as in effect from time to time plus the Applicable Margin for Base
Rate Loans or (b) the Maximum Rate; provided, however, that if such amount in
default is principal of a Eurodollar Loan and the due date is a day other than
the last day of an Interest Period therefor, the "Default Rate" for such
principal shall be, for the period from and including the due date and to but
excluding the last day of the Interest Period therefor, the lesser of (A) the
rate per annum equal to the sum of three and one-quarter percent (3.25%) plus
the interest rate for such Eurodollar Loan for such Interest Period as provided
in clause (ii) of Section 2.4(a) hereof or (B) the Maximum Rate and, thereafter,
the rate provided for above in this definition.

     "Dollars" and "$" mean lawful money of the U.S.



                                       8
<PAGE>

     "EBITDA" means, as to the Company and its Consolidated Subsidiaries and for
any period, without duplication, the sum of the following for such Persons for
such period determined on a consolidated basis in accordance with GAAP: (a)
Adjusted Net Income, plus (b) Consolidated Interest Expense, plus (c) income and
franchise taxes to the extent deducted in determining Adjusted Net Income, plus
(d) depreciation and amortization expense and other non-cash, non-tax items to
the extent deducted in determining Adjusted Net Income, minus (e) non-cash
income (or losses) to the extent included in determining Adjusted Net Income.

     "Eligible Assignee" means (a) any Affiliate of a Lender, (b) any commercial
bank, savings and loan association, savings bank, finance company, insurance
company, pension fund, mutual fund or other financial institution (whether a
corporation, partnership, limited liability company or other entity) which has
been approved by the Administrative Agent as a Lender under this Agreement or
(c) any other entity approved by the Administrative Agent which is (or which is
managed by a manager which manages funds which are) primarily engaged in making,
purchasing or otherwise investing in commercial loans or extending, or investing
in extensions of, credit for its own account in the ordinary course of its
business; provided, however, that (i) Eligible Assignee shall not include any
Affiliate of the Borrowers and (ii) that no Person shall be an Eligible Assignee
without the prior consent of the Borrowers, which consent shall not be
unreasonably withheld.

     "Eligible Receivables" means, at any date of determination, each Receivable
of a Borrower created in the ordinary course of business which satisfies each of
the following requirements or conditions: (a) such Receivable complies with all
applicable laws, including, without limitation, usury laws, the Federal Truth in
Lending Act and Regulation Z of the Board of Governors of the Federal Reserve
System; (b) such Receivable, at the date of issuance of its invoice, was payable
not more than 90 days after the original date of issuance of the invoice
therefor; (c) such Receivable has not been outstanding for more than 90 days
past the date upon which the invoice is payable; (d) such Receivable was created
in connection with the sale of goods or the performance of services by a
Borrower in the ordinary course of business and such services have been
completed and accepted by the account debtors; (e) such Receivable represents a
legal, valid and binding payment obligation of the account debtor enforceable in
accordance with its terms and arising from an enforceable contract, the
performance of which contract, insofar as it relates to such Receivable, has
been completed by a Borrower; (f) a Borrower has good and indefeasible title to
such Receivable and the Administrative Agent holds a perfected first priority
Lien on such Receivable pursuant to the Loan Documents; (g) such Receivable does
not arise out of a contract with, or an order from, an account debtor that, by
its terms (other than terms which are invalid under applicable law), prohibits
or makes void or unenforceable the grant of a security interest to the
Administrative Agent in and to such Receivable; (h) the amount of such
Receivable included in Eligible Receivables is not subject to any setoff,
counterclaim, defense, dispute, recoupment or adjustment other than normal
discounts for prompt payment; (h) the account debtor with respect to such
Receivable is not insolvent or the subject of any bankruptcy or insolvency
proceeding and has not made an assignment for the benefit of


                                       9
<PAGE>

creditors, suspended normal business operations, dissolved, liquidated,
terminated its existence, ceased to pay its debts as they become due or suffered
a receiver or trustee to be appointed for any of its assets or affairs; (i) such
Receivable is not evidenced by chattel paper or instruments unless the Lien on
such chattel paper or instrument is a perfected first priority Lien on such
chattel paper or instrument in favor of the Administrative Agent pursuant to the
Loan Documents; (j) such Receivable is not owed by an affiliate of a Borrower
(other than OAO Corporation); (k) such Receivable is payable in Dollars by the
account debtor; (l) the account debtor with respect to such Receivable is not
domiciled in or organized under the laws of any country other than the United
States of America or Canada, unless such Receivable is fully secured by a letter
of credit issued or confirmed by a bank acceptable to the Administrative Agent
and which has capital and surplus exceeding $100,000,000 and such letter of
credit contains terms and conditions reasonably acceptable to the Administrative
Agent; (m) such Receivable is not owed by an account debtor as to which more
than 50% of the aggregate balances then outstanding on Receivables owed by such
account debtor thereon and/or its Affiliates to a Borrower are more than 90 days
past due from the date upon which such invoice is payable; and (n) the account
debtor with respect to such Receivable is not located in New Jersey, Minnesota,
West Virginia or any other state denying creditors access to its courts in the
absence of a notice of business activities report or other similar filing,
unless a Borrower has either qualified as a foreign corporation authorized to
transact business in such state or has filed a notice of business activities
report or similar appropriate filing with the applicable state agency for the
then current year.

The amount of the Eligible Receivables owed by an account debtor to a Borrower
shall be net of, and shall be reduced by (if and to the extent not already so
reduced by virtue of the preceding clauses of this definition), the amount of
all contra accounts, reserves, credits, rebates and (subject to the proviso
below) other indebtedness or obligations owed by a Borrower to such account
debtor; provided, however, that the existence of any such other indebtedness or
obligations owed by a Borrower to such account debtor shall not, in and of
itself, reduce the amount of Eligible Receivables owed by such account debtor by
the amount of such other indebtedness or obligations (for purposes of this
sentence or clause (i) preceding of this definition) except to the extent that
such other indebtedness or obligations are then due.

     "Eligible Unbilled Receivables" means, at any date of determination, each
Receivable of a Borrower that has not yet been billed to the account debtor but
which will be billed in accordance with a Borrower's standard billing procedures
within 30 days of the date of determination and which Receivable, when billed,
shall constitute an Eligible Receivable.

     "Environmental Law" means any federal, state, provincial, local or foreign
law, statute, code or ordinance, principle of common law, rule or regulation, as
well as any Permit, order, decree, judgment or injunction issued, promulgated,
approved or entered thereunder, relating to pollution or the protection, cleanup
or restoration of the environment or natural resources, or to the public health
or safety, or otherwise governing the generation, use, handling, collection,
treatment, storage, transportation, recovery,


                                       10
<PAGE>

recycling, discharge or disposal of Hazardous Materials, including, without
limitation as to U.S. laws, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. ss. 9601 et seq., the
Superfund Amendment and Reauthorization Act of 1986, 99-499, 100 Stat. 1613, the
Resource Conservation and Recovery Act of 1976, 42 U. S. C. ss. 6901 et seq.,
the Occupational Safety and Health Act, 29 U S.C. ss. 651 et seq., the Clean Air
Act, 42 U.S.C. ss. 7401 et seq., the Clean Water Act, 33 U. S. C. ss. 1251 et
seq., the Emergency Planning and Community Right to Know Act, 42 U. S. C. ss.
11001 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.
ss. 136 et seq., and the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et
seq., and any state or local counterparts.

     "Environmental Liabilities" means, as to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive
damages, consequential damages, treble damages, costs and expenses (including,
without limitation, all reasonable fees, disbursements and expenses of counsel,
expert and consulting fees and costs of investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any claim or
demand, by any Person, whether based in contract, tort, implied or express
warranty, strict liability or criminal, penal or civil statute, including,
without limitation, any Environmental Law, Permit, order or agreement with any
Governmental Authority or other Person, arising from environmental, health or
safety conditions or the Release or threatened Release of a Hazardous Material
into the environment.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereunder.

     "ERISA Affiliate" means any corporation or trade or business which is a
member of a group of entities, organizations or employers of which a Loan Party
is also a member and which is treated as a single employer within the meaning of
Sections 414(b), (c), (m) or (o) of the Code.

     "Equity Issuance" means any issuance by the Company of any Capital Stock of
the Company.

     "Eurodollar Loans" means Loans that bear interest at rates based upon the
Eurodollar Rate or the Adjusted Eurodollar Rate.

     "Eurodollar Rate" means (i) for any Eurodollar Loan for which the Borrowers
have not designated an Interest Period therefor, the fluctuating rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) appearing on Telerate
Page 3750 (or any successor page) as the London interbank offered rate for
deposits in Dollars for one month in the approximate amount of the proposed
Eurodollar Loan at approximately 11:00 a.m. (London time) on the second
preceding Business Day and (ii) for any Eurodollar Loan for which the Borrowers
have designated an Interest Period, for such Interest Period, the rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) appearing on Telerate
Page 3750 (or any successor page) as the London interbank


                                       11
<PAGE>

offered rate for deposits in Dollars in the approximate amount of the proposed
Eurodollar Loan at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term comparable to such
Interest Period. If such rate ceases to be available from Telerate News Service,
the Eurodollar Rate shall be determined by the Administrative Agent in good
faith from another financial reporting service, which service shall be
reasonably acceptable to the Borrowers. Each change in any interest rate
provided for herein based upon clause (i) hereof resulting from a change in the
London interbank offered rate for deposits in Dollars for one month, shall take
effect without notice to the Borrowers at the time of such change in the London
interbank offered rate for deposits in Dollars for one month.

     "Event of Default" has the meaning specified in Section 11.1.

     "Excess Proceeds Amount" means as specified in Section 2.7(a).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended (or
any successor act), and the rules and regulations thereunder (or respective
successors thereto).

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest one-sixteenth of one percent (1/16 of 1%))
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (a) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (b) if such
rate is not so published on such next succeeding Business Day, the Federal Funds
Rate for any day shall be the average rate which would be charged to the
Reference Bank on such day on such transactions as determined by the
Administrative Agent.

     "Funded Debt" means, at any particular time, the aggregate amount of all
Debt of the Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP, consisting of (i) Debt for borrowed money (including,
without limitation, the Loans and any Subordinated Debt whether or not such
Subordinated Debt constitutes debt in accordance with GAAP), (ii) Debt evidenced
by bonds, notes, debentures and other similar instruments, (iii) Debt to pay the
deferred purchase price of Property or services, except trade accounts payable
arising in the ordinary course of business that are not past due by more than 90
days and contingent obligations in connection with the deferred purchase price
of any Person or the assets of any Person which obligations cannot be reasonably
determined as to amount by the Company, and (iv) Debt consisting of Capital
Lease Obligations.

     "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board and/or their respective successors and
which are applicable in the


                                       12
<PAGE>

circumstances as of the date in question. Accounting principles are applied on a
"consistent basis" when the accounting principles applied in a current period
are comparable in all material respects to those accounting principles applied
in a preceding period.

     "Governmental Authority" means any nation or government, any state,
provincial or political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

     "Governmental Requirement" means any law, statute, code, ordinance, order,
rule, regulation, judgment, decree, injunction, franchise, Permit, certificate,
License, authorization or other directive or requirement of any federal, state,
county, municipal, parish, provincial or other Governmental Authority or any
department, commission, board, court, agency or any other instrumentality of any
of them.

     "Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt or other obligation of
any other Person and, without limiting the generality of the foregoing, any
indebtedness, liability or obligation, direct or indirect, contingent or
otherwise, of such Person (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Debt or other obligation (whether arising by
virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay or to maintain financial
statement conditions or otherwise) or (b) entered into for the purpose of
assuring in any other manner the obligee of such Debt or other indebtedness,
liability or obligation as to the payment thereof or to protect the obligee
against loss in respect thereof (in whole or in part), provided that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning. The amount of any Guarantee shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum anticipated liability in respect thereof (assuming such Person is
required to perform thereunder).

     "Guarantors" means each Subsidiary of a Borrower at any time existing and
each other Person which has executed a Guaranty, and "Guarantor" means any of
such Persons.

     "Guaranty" means a guaranty agreement guaranteeing payment and performance
of the Obligations in form and substance satisfactory to the Administrative
Agent executed by a Guarantor in favor of the Administrative Agent and the
Lenders, and any and all amendments, modifications, supplements, renewals,
extensions or restatements thereof.

     "Hazardous Material" means any substance, product, liquid, waste,
pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid
matter, organic or inorganic matter, fuel, micro-organisms, ray, odor,
radiation, energy, vector, plasma, constituent or material which (a) is or
becomes listed, regulated or addressed under any


                                       13
<PAGE>

Environmental Law or (b) is, or is deemed to be, alone or in any combination,
hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a
contaminant or a source of pollution or contamination under any Environmental
Law, including, without limitation, asbestos, petroleum, underground storage
tanks (whether empty or containing any substance) and polychlorinated biphenyls.

     "Initial Funding Date" means the date of the funding of the initial Loan
made under this Agreement.

     "Insurance Recovery" means, with respect to any Property of a Borrower or
any of its Subsidiaries and any single occurrence or related occurrences with
respect thereto, the receipt or constructive receipt by such Loan Party, or the
payment by an insurance company to the Administrative Agent, of proceeds of any
such Property or casualty insurance.

     "Intellectual Property" means any U.S. or foreign patents, patent
applications, trademarks, trade names, service marks, brand names, logos and
other trade designations (including unregistered names and marks), trademark and
service mark registrations and applications, copyrights and copyright
registrations and applications, inventions, invention disclosures, protected
formulae, formulations, processes, methods, trade secrets, computer software,
computer programs and source codes, manufacturing research and similar technical
information, engineering know-how, customer and supplier information, assembly
and test data drawings or royalty rights.

     "Interest Period" means, with respect to any Eurodollar Loan, each period
commencing on the date such Loan is made or Converted from a Base Rate Loan or
(if Continued) the last day of the next preceding Interest Period with respect
to such Loan, and ending on the numerically corresponding day in the first,
second, third or sixth calendar month thereafter, as the Borrowers may select as
provided in Section 2.9 hereof, except that each such Interest Period which
commences on the last Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Business Day of the appropriate subsequent calendar
month. Notwithstanding the foregoing: (a) each Interest Period which would
otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, if such succeeding Business Day falls in the next
succeeding calendar month, on the next preceding Business Day); (b) any Interest
Period which would otherwise extend beyond the Revolving Loans Maturity Date
shall end on the Revolving Loans Maturity Date; (c) no more than five Interest
Periods for Eurodollar Loans shall be in effect at the same time; (d) no
Interest Period shall have a duration of less than one month and, if the
Interest Period for any Eurodollar Loans would otherwise be a shorter period,
such Loans shall not be available hereunder; and (e) no Interest Period for a
Loan may commence before, and end after, any principal payment date unless,
after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans having Interest Periods that end after such principal payment date shall
be equal to or less than the amount of the applicable Loans scheduled to be
outstanding hereunder after such principal payment date.



                                       14
<PAGE>

     "Interest Rate Protection Agreements" means, with respect to the Borrowers,
an interest rate swap, cap or collar agreement or similar arrangement between a
Borrower and one or more Lenders providing for the transfer or mitigation of
interest rate risks either generally or under specified contingencies.

     "Investments" means as specified in Section 9.5.

     "Issuing Bank" means NationsBank, N.A. in its capacity as the issuer of a
Letter of Credit.

     "Lender" and "Lenders" means as specified in the initial paragraph of this
Agreement.

     "Letter of Credit" means any standby letter of credit issued by the Issuing
Bank for the account of a Borrower pursuant to this Agreement.

     "Letter of Credit Agreement" means, with respect to each Letter of Credit
to be issued by the Issuing Bank, the letter of credit application and
reimbursement agreement which such Issuing Bank requires to be executed by the
Borrowers in connection with the issuance of such Letter of Credit.

     "Letter of Credit Liabilities" means, at any time, the aggregate undrawn
face amount of all outstanding Letters of Credit and all unreimbursed drawings
under Letters of Credit.

     "Lien" means, with respect to any Property, any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, security interest, tax
lien, financing statement, pledge, charge, hypothecation or other lien, charge,
easement (other than any easement not materially impairing usefulness),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property
(including, without limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any of the
foregoing).

     "Loan Documents" means this Agreement, the Notes, the Letter of Credit
Agreement, the Security Documents, the Agent's Letter and all other agreements,
documents, instruments and certificates now or hereafter executed and/or
delivered pursuant to or in connection with any of the foregoing, and any and
all amendments, modifications, supplements, renewals, extensions or restatements
thereof.

     "Loan Party" means the Borrowers, any Guarantor or any Person who grants a
Lien on any Property to secure the payment or performance of the Obligations or
any portion thereof, and "Loan Parties" means all of such Persons.



                                       15
<PAGE>

     "Loans" the Term Loans and the Revolving Loans, and "Loan" means any of
such loans.

     "Material Adverse Effect" means any event, development or circumstance that
has had or could reasonably be expected to have a material adverse effect on (a)
the business, assets, financial condition, results of operations or prospects of
the Company and its Subsidiaries taken as a whole, (b) the business, assets,
financial condition, results of operations or prospects of any Borrower
individually, (c) the validity or enforceability of any of the Loan Documents or
the rights and remedies of the Administrative Agent and/or the Lenders
thereunder, (d) the ability of any Loan Party to pay and perform its
indebtedness, liabilities and/or obligations under any of the Loan Documents, or
(e) the value of Collateral available to the Administrative Agent and the
Lenders after giving effect to Liens in favor of other Persons.

     "Material Contracts" means, as to any Loan Party, any supply, purchase,
service, employment, tax, indemnity, shareholder or other agreement or contract
for which the aggregate amount or value of services performed or to be performed
for or by, or funds or other Property transferred or to be transferred to or by,
any Loan Party to such agreement or contract, or by which any Loan Party or any
of its Properties is otherwise bound, during any fiscal year of the Loan Party
exceeds $8,000,000 (or the equivalent amount in any currency) and any and all
amendments, modifications, supplements, renewals or restatements thereof.

     "Maximum Rate" means, with respect to any Lender, the maximum non-usurious
interest rate or an amount computed in reference to such rate (as applicable),
if any, that any time or from time to time may be contracted for, taken,
reserved, charged or received with respect to the particular Obligations as to
which such rate is to be determined, payable to such Lender pursuant to this
Agreement or any other Loan Document, under laws applicable to such Lender which
are presently in effect or, to the extent allowed by law, under such applicable
laws which may hereafter be in effect and which allow a higher maximum
non-usurious interest rate than applicable laws now allow. The Maximum Rate
shall be calculated in a manner that takes into account any and all fees,
payments and other charges in respect of the Loan Documents that constitute
interest under applicable law. Each change in any interest rate provided for
herein based upon the Maximum Rate resulting from a change in the Maximum Rate
shall take effect without notice to the Borrowers at the time of such change in
the Maximum Rate.

     "Monthly Date" means the last day of each month of each year, the first of
which shall be June 30, 1999.

     "Mortgage" means a mortgage, deed of trust or other appropriate agreement,
document or instrument evidencing or creating a Lien on real Property (and any
related personal Property) as security for the Obligations or any portion
thereof in form and substance satisfactory to the Administrative Agent executed
by any Loan Party in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders,


                                       16
<PAGE>

and any and all amendments, modifications, supplements, renewals, extensions or
restatements thereof.

     "Mortgaged Properties" means Properties in which a Lien has been granted or
purported to be granted pursuant to a Mortgage.

     "Multiemployer Plan" means a multiemployer plan defined as such in Section
3(37) of ERISA to which contributions have been made by or are required from a
Borrower or any ERISA Affiliate since 1974 and which is covered by Title IV of
ERISA.

     "Net Proceeds" means, with respect to any Asset Disposition, (a) the gross
amount of cash received by a Borrower or any of its Subsidiaries from such Asset
Disposition, minus (b) the amount, if any, of all taxes paid or payable by a
Borrower or any of its Subsidiaries directly resulting from such Asset
Disposition (including the amount, if any, estimated by a Borrower in good faith
at the time of such Asset Disposition for taxes payable by a Borrower or any of
its Subsidiaries on or measured by net income or gain resulting from such Asset
Disposition), minus (c) the reasonable out-of-pocket costs and expenses incurred
by a Borrower or such Subsidiary in connection with such Asset Disposition
(including reasonable brokerage fees paid to a Person other than an Affiliate of
a Borrower) excluding any fees or expenses paid to an Affiliate of a Borrower,
minus (d) amounts applied to the repayment of indebtedness (other than the
Obligations) secured by any Permitted Lien (if any) on the Property subject to
the Asset Disposition. "Net Proceeds" with respect to any Asset Disposition
shall also include proceeds (after deducting any amounts specified in clauses
(b), (c) and (d) of the preceding sentence) of insurance with respect to any
actual or constructive loss of Property, an agreed or compromised loss of
Property or the taking of any Property under the power of eminent domain and
condemnation awards and awards in lieu of condemnation for the taking of
Property under the power of eminent domain. "Net Proceeds" means, with respect
to any Equity Issuance, (i) the gross amount of cash or cash equivalents plus
the gross value of all other consideration received from such Equity Issuance,
exclusive of the proceeds of sales of Capital Stock of the Company to employees
or directors of the Company or its Subsidiaries in connection with the provision
of compensation or benefits to such employees or directors for their activities
as such, minus (ii) the out-of-pocket costs and expenses incurred by the Company
in connection with such Equity Issuance (including any underwriting fees paid to
a Person) excluding any fees or expenses paid to an Affiliate of the Company
which are in excess of those that would be paid or payable in connection with an
arms' length transaction with a Person who is not an Affiliate of the Company.

     "Net Worth" means, at any particular time and without duplication, (a) all
amounts which, in conformity with GAAP, would be included as stockholders'
equity on a consolidated balance sheet of the Company and its Consolidated
Subsidiaries.

     "Notes" means the Promissory Notes in the form of Exhibit C-1 and C-2
hereto made by Borrowers evidencing the Loans and any and all amendments,
modifications, supplements, renewals, extensions or restatements thereof and all
substitutions therefor


                                       17
<PAGE>

(including promissory notes issued by the Borrowers pursuant to Section 13.8),
and "Note" means any of such promissory notes.

     "Notice of Borrowing" means as specified in Section 2.9.

     "Obligations" means any and all (a) indebtedness, liabilities and
obligations of the Borrowers or any other Loan Party to the Administrative Agent
and the Lenders, or any of them, evidenced by and/or arising pursuant to any of
the Loan Documents (including, without limitation, this Agreement, the Letter of
Credit Agreement and the Notes), now existing or hereafter arising, whether
direct, indirect, related, unrelated, fixed, contingent, liquidated,
unliquidated, joint, several or joint and several, including, without
limitation, (i) the obligations of the Borrowers or any other Loan Party to
repay the Loans, to pay the Reimbursement Obligations, to pay interest on the
Loans (including, without limitation, interest accruing after any, if any,
bankruptcy, insolvency, reorganization or other similar filing) and to pay all
fees, indemnities, costs and expenses (including attorneys' fees) provided for
in the Loan Documents and (ii) the indebtedness constituting the Loans and such
interest, fees, indemnities, and reasonable costs and expenses, and (b)
indebtedness, liabilities and obligations of the Borrowers or any other Loan
Party under any and all Interest Rate Protection Agreements that it may enter
into with any Lender with the written consent of the Administrative Agent and
the Required Lenders.

     "Payor" means as specified in Section 3.4.

     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to all or any of its functions under ERISA.

     "Pension Plan" means an employee pension benefit plan as defined in Section
3(2) of ERISA (including a Multiemployer Plan) which is subject to the funding
requirements under Section 302 of ERISA or Section 412 of the Code, in whole or
in part, and which is maintained or contributed to currently or at any time
within the six years immediately preceding the Closing Date or, in the case of a
Multiemployer Plan, at any time since September 2, 1974, by any Borrower or any
ERISA Affiliate for employees of any Borrower or any ERISA Affiliate.

     "Permit" means any permit, certificate, approval, order, License,
right-of-way (whether an easement, contract or agreement in any form) or other
authorization.

     "Permitted Acquisition" means the acquisition of any Person that complies
with each of the following requirements:

          (a) the acquired Person is headquartered in the United States;

          (b) the acquired Person is in a line of business similar to that of
     the Company and its Subsidiaries;



                                       18
<PAGE>

          (c) the acquisition, in the reasonable determination of the Company,
     will be accretive to earnings of the Company and its Subsidiaries within
     twelve months of the acquisition;

          (d) both before and after giving effect to such acquisition, no
     Default exists or will exist and the Company shall be able to demonstrate
     pro forma compliance (giving effect to the financial attributes of the
     acquisition target) with the financial covenants contained in Article 10 of
     this Agreement for the most recent twelve-month period and as of the end of
     the most recent fiscal quarter after giving effect to such acquisition; and

          (e) the total consideration for the acquisition shall not exceed
     $4,000,000, including the assumption of liabilities and pro form contingent
     earnout payments payable in connection with the acquisition, except as
     otherwise provided herein.

     "Permitted Holders" means (a) the Persons identified on Schedule 1.1(a)
hereto and (b) any spouse, parent, sibling, child or grandchild of any of the
aforesaid individuals (in each case, whether such relationship arises from
birth, adoption or through marriage) or any trust established for the benefit of
any such individuals or any spouse, parent, sibling, child or grandchild of any
such individuals (in each case whether such relationship arises from birth,
adoption or through marriage).

     "Permitted Liens" mean:

          (a) Liens disclosed on Schedule 1.1(b) hereto;

          (b) Liens securing the Obligations in favor of the Administrative
     Agent (for the benefit of the Administrative Agent and the Lenders)
     pursuant to the Loan Documents;

          (c) Encumbrances consisting of easements, rights-of-way, zoning
     restrictions or other restrictions on the use of real Property or
     imperfections to title that do not (individually or in the aggregate)
     materially affect the value of the Property encumbered thereby or
     materially impair the ability of a Borrower or any of its Subsidiaries to
     use such Property in its businesses, and none of which is violated in any
     material respect by existing or proposed structures or land use;

          (d) Liens for taxes, assessments or other governmental charges that
     are not delinquent or which are being contested in good faith by
     appropriate proceedings, which proceedings have the effect of preventing
     the forfeiture or sale of the Property subject to such Liens, and for which
     adequate reserves have been established;

          (e) Liens of mechanics, materialmen, warehousemen, carriers, landlords
     or other similar statutory Liens securing obligations that are not yet due
     and are incurred in the ordinary course of business or which are being
     contested in


                                       19
<PAGE>

     good faith by appropriate proceedings, which proceedings have the effect of
     preventing the forfeiture or sale of the Property subject to such Liens,
     and for which adequate reserves have been established;

          (f) Liens resulting from good faith deposits to secure payment of
     worker's compensation or other social security programs or to secure the
     performance of tenders, statutory obligations, surety and appeal bonds,
     bids, contracts (other than for payment of Debt) or leases, all in the
     ordinary course of business;

          (g) Purchase-money Liens on any Property acquired after the Closing
     Date or the assumption after the Closing Date of any Lien on Property
     existing at the time of such acquisition (and not created in contemplation
     of such acquisition), or a Lien incurred after the Closing Date in
     connection with any conditional sale or other title retention agreement or
     Capital Lease Obligation; provided that:

               (i) any Property subject to the foregoing is acquired by a
          Borrower or any of its Subsidiaries in the ordinary course of its
          respective business and the Lien on the Property attaches concurrently
          or within 90 days after the acquisition thereof;

               (ii) the Debt secured by any Lien so created, assumed or existing
          shall not exceed the lesser of the cost or fair market value at the
          time of acquisition of the Property covered thereby (inclusive of the
          cost of engineering, furnishing and installation services directly
          relating to such Property) and shall not be less than 75% of the
          amortized value of the Property acquired with the proceeds of such
          Debt;

               (iii) each such Lien shall attach only to the Property so
          acquired and the proceeds thereof;

               (iv) the Debt incurred in connection with such Liens does not
          exceed $1,000,000 in any fiscal year; and

          (h) Any extension, renewal or replacement of any of the foregoing
     Permitted Liens, provided that Liens permitted under this clause (h) shall
     not be extended or spread to cover any additional indebtedness or Property;

provided, however, that (A) none of the Permitted Liens (except those in favor
of the Administrative Agent) may attach or relate to the Capital Stock of or any
other ownership interest in a Borrower or any of its Subsidiaries and (B) except
for the Liens disclosed on Schedule 1.1(b) which are expressly identified as
constituting purchase money Liens, none of the Permitted Liens referred to in
clause (a) preceding may have a priority equal or prior to the Liens in favor of
the Administrative Agent as security for the Obligations.



                                       20
<PAGE>

     "Person" means any individual, corporation, trust, association, company,
partnership, joint venture, limited liability company, joint stock company,
Governmental Authority or other entity.

     "Plan" means any employee benefit plan as defined in Section 3(3) of ERISA
established or maintained or contributed to by any Loan Party or any ERISA
Affiliate, including any Pension Plan.

     "Principal Office" means the principal office of the Administrative Agent
in Charlotte, North Carolina.

     "Prohibited Transaction" means any transaction set forth in Section 406 of
ERISA or Section 4975 of the Code.

     "Property" means property and assets of all kinds, whether real, personal
or mixed, tangible or intangible (including, without limitation, all rights
relating thereto), whether owned or acquired on or after the Closing Date.

     "Quarterly Date" means the last day of each March, June, September and
December of each year, the first of which shall be June 30, 1999.

     "Receivables" means, as at any date of determination thereof, each and
every "account" as such term is defined in the UCC and includes, without
limitation, the unpaid portion of the obligation, as stated on the respective
invoice, or, if there is no invoice, other writing, of a customer of a Borrower
or any of its Subsidiaries in respect of services rendered by a Borrower or any
of its Subsidiaries.

     "Reference Bank" means NationsBank, N.A.

     "Register" means as specified in Section 13.8(d).

     "Registered Note" means as specified in Section 2.2(b).

     "Registered Note Register" means as specified in Section 13.8(h).

     "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as the same may be amended or supplemented from time to time.

     "Regulatory Change" means, with respect to any Lender, any change after the
Closing Date in any U.S. federal or state or foreign laws or regulations
(including Regulation D) or the adoption or making after such date of any
interpretations, directives or requests applying to a class of lenders including
such Lender of or under any U.S. federal or state or foreign laws or regulations
(whether or not having the force of law) by any Governmental Authority charged
with the interpretation or administration thereof.



                                       21
<PAGE>

     "Reimbursement Obligation" means the obligation of the Borrowers to
reimburse the Issuing Bank for any drawing under a Letter of Credit.

     "Release" means, as to any Person, any release, spill, emission, leaking,
pumping, injection, deposit, discharge, disposal, dispersement, leaching or
migration of Hazardous Materials into the indoor or outdoor environment or into
or out of Property owned by such Person, including, without limitation, the
movement of Hazardous Materials through or in the air, soil, surface water or
ground water.

     "Remedial Action" means all actions required to (a) cleanup, remove,
respond to, treat or otherwise address Hazardous Materials in the indoor or
outdoor environment, (b) prevent the Release or threat of Release or minimize
the further Release of Hazardous Materials so that they do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment, (c) perform studies and investigations on the extent and
nature of any actual or suspected contamination, the remedy or remedies to be
used or health effects or risks of such contamination, or (d) perform
post-remedial monitoring, care or remedy of a contaminated site.

     "Reportable Event" means any of the events set forth in Section 4043(b) of
ERISA other than any such event for which the 30-day notice requirement has been
waived in regulations issued by the PBGC.

     "Required Lenders" means, at any date of determination, Lenders holding at
least two-thirds (in Dollar amount) of the sum of (a) the aggregate outstanding
principal amount of the Loans, plus (b) the aggregate amount of the outstanding
Commitments.

     "Required Payment" means as specified in Section 3.4.

     "Required Term Loans Lenders" means, at any date of determination, Term
Loans Lenders holding at least two-thirds (in Dollar amount) of the sum of (a)
the aggregate outstanding principal amount of the Term Loans, plus (b) the
aggregate amount of the outstanding Term Loans Facility Shares.

     "Reserve Requirement" means, for any Eurodollar Loan of any Lender for any
Interest Period therefor, the maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under any regulations of the Board of Governors of
the Federal Reserve System (or any successor) by such Lender for deposits
exceeding $1,000,000 against "Eurocurrency Liabilities" as such term is used in
Regulation D. Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by such
Lenders by reason of any Regulatory Change against (a) any category of
liabilities which includes deposits by reference to which the Eurodollar Rate or
the Adjusted Eurodollar Rate is to be determined or (b) any category of
extensions of credit or other assets which include Eurodollar Loans.



                                       22
<PAGE>

     "Responsible Officer" means, as to any Loan Party, the chief executive
officer, the president, any vice president, the chief financial officer, the
chief operating officer or the treasurer of such Person.

     "Restricted Payment" means (a) any dividend or other distribution (whether
in cash, Property or obligations), direct or indirect, on account of (or the
setting apart of money for a sinking or other analogous fund for) any shares of
any class of Capital Stock of a Borrower or any of its Subsidiaries now or
hereafter outstanding, except a dividend payable solely in shares of that class
of stock to the holders of that class; (b) any redemption, conversion, exchange,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of Capital Stock of a
Borrower or any of its Subsidiaries now or hereafter outstanding; (c) any
payment or prepayment of principal of, premium, if any, or interest on, or any
redemption, conversion, exchange, purchase, retirement or defeasance of, or
payment with respect to, any subordinated debt (including, without limitation,
Subordinated Debt); (d) any loan, advance or payment to any officer, director or
shareholder of a Borrower or any of its Subsidiaries (other than a shareholder
consisting of a Borrower or a Wholly-Owned Subsidiary of a Borrower), exclusive
of reasonable compensation paid to officers or directors paid in the ordinary
course of business and exclusive of payments made for goods sold or services
rendered which comply with Section 9.7; and (e) any payment made to retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of a Borrower or any of its
Subsidiaries now or hereafter outstanding.

     "Revolving Loans" means as specified in Section 2.1(a).

     "Revolving Loans Commitment" means, as to any Lender, the obligation of
such Lender to make or continue Revolving Loans hereunder in an aggregate
principal amount up to but not exceeding the amount set forth opposite the name
of such Lender on the signature pages hereto under the heading "Revolving Loans
Commitment" or, if such Lender is a party to an Assignment and Acceptance, the
amount of the "Revolving Loans Commitment" set forth in the most recent
Assignment and Acceptance of such Lender, as the same may be reduced or
terminated pursuant to Section 2.13 or 11.2, and "Revolving Loans Commitments"
means such obligations of all Lenders. As of the Closing Date, the aggregate
principal amount of the Revolving Loans Commitments is $15,000,000.

     "Revolving Loans Commitment Termination Date" means the Revolving Loans
Maturity Date or such earlier date on which the Revolving Loans Commitment shall
terminate as provided herein.

     "Revolving Loans Lenders" means the Lenders who hold Revolving Loans or who
have Revolving Loans Commitments.

     "Revolving Loans Maturity Date" means May 31, 2002.



                                       23
<PAGE>

     "Security Agreements" means security agreements, pledge agreements,
securities pledge agreements and other agreements, documents or instruments
evidencing or creating a Lien as security for the Obligations or any portion
thereof in form and substance satisfactory to the Administrative Agent executed
by any Loan Party, in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders, and any such agreement, document or
instrument subsequently executed in accordance or connection with this Agreement
or any other Loan Document, and any and all amendments, modifications,
supplements, renewals, extensions or restatements thereof.

     "Security Documents" means the Security Agreements and the Mortgages, as
they may be amended, modified, supplemented, renewed, extended or restated from
time to time, and any and all other agreements, deeds of trust, mortgages,
chattel mortgages, security agreements, pledges, guaranties, assignments of
proceeds, assignments of income, assignments of contract rights, assignments of
partnership interests, assignments of royalty interests, assignments of
performance or other collateral assignments, subordination agreements,
undertakings and other agreements, documents, instruments and financing
statements now or hereafter executed and/or delivered by any Person in
connection with or as security or assurance for the payment or performance of
the Obligations or any part thereof.

     "Senior Debt" means, as of any date, Funded Debt less Subordinated Debt.

     "Solvent" means, with respect to any Person as of the date of any
determination, that on such date (a) the fair value of the Property of such
Person (both at fair valuation and at present fair saleable value) is greater
than the total liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair saleable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and other commitments as they
mature in the normal course of business, (d) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature, and (e) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's Property would constitute unreasonably
small capital after giving due consideration to current and anticipated future
capital requirements and current and anticipated future business conduct and the
prevailing practice in the industry in which such Person is engaged. In
computing the amount of contingent liabilities at any time, such liabilities
shall be computed at the amount which, in light of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

     "Subordinated Debt" means, unsecured Debt the payment of which is
structurally or contractually subordinated to the payment of the Loans on terms
satisfactory to the Administrative Agent and the Required Lenders and as to
which the payment of principal of (and premium, if any) and interest and other
payment obligations in respect of such Debt shall be subordinate to the prior
payment in full of the Obligations to at least the


                                       24
<PAGE>

following extent: (a) no payments of principal of (or premium, if any) or
interest on or otherwise due in respect of such Debt may be permitted for so
long as any Default in the payment of principal (or premium, if any) or interest
on the Obligations exists; and (b) such Debt may not (i) provide for payments of
principal of such Debt at the stated maturity thereof or by way of a sinking
fund applicable thereto or by way of any mandatory redemption, defeasance,
retirement or repurchase thereof (including any redemption, retirement or
repurchase which is contingent upon events of circumstances but excluding any
retirement required by virtue of acceleration of such Debt upon any event of
default thereunder), in each case prior to six months after the final stated
maturity of the Loans or (ii) permit redemption or other retirement (including
pursuant to an offer to purchase made by any obligor thereon) of such other Debt
at the option of the holder thereof prior to the final stated maturity of the
Loans, other than a redemption or other retirement at the option of the holder
of such Debt (including pursuant to an offer to purchase made by any obligor
thereon) which is conditioned upon a change of control of any obligor pursuant
to provisions set forth in the instruments evidencing such Debt.

     "Subordinated Debt Documents" means any and all agreements, documents and
instruments now or hereafter evidencing or governing any Subordinated Debt.

     "Subsidiary" means, with respect to any Person, any corporation or other
entity of which at least a majority of the outstanding shares of stock or other
ownership interests having by the terms thereof ordinary voting power to elect a
majority of the board of directors (or Persons performing similar functions) of
such corporation or entity (irrespective of whether or not at the time, in the
case of a corporation, stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more of its Subsidiaries or by such Person and one or more of
its Subsidiaries .

     "Term Loans" means as specified in Section 2.1(b).

     "Term Loans Amortization Commencement Date" means (i) with respect to each
Term Loan made on or prior to May 31, 2000, June 1 2000, (ii) with respect to
each Term Loan made after May 31, 2000 and on or prior to May 31, 2001, June 1
2001, and (iii) with respect to each Term Loan made after May 31, 2001 and on or
prior to May 31, 2002 (in the event that the Term Loans Facility Termination
Date is extended past May 31, 2001 in accordance with this Agreement), June 1
2002.

     "Term Loans Amortization Period Applicable Margin" means, with respect to
each Term Loan and for the period commencing with the Term Loans Amortization
Commencement Date for such Term Loan and thereafter, the rate per annum agreed
by the Borrowers and the Term Lenders to be the applicable margin for such Term
Loan for the period on and after the Term Loans Amortization Commencement Date
for such Term Loan, which rate shall be set forth in the Note(s) for such Term
Loan.



                                       25
<PAGE>

     "Term Loans Facility Share" means, as to any Lender, the pro rata share of
such Lender in Term Loans made or continued hereunder in an aggregate principal
amount up to but not exceeding the amount set forth opposite the name of such
Lender on the signature pages hereto under the heading "Term Loans Facility
Share" or, if such Lender is a party to an Assignment and Acceptance, the amount
of the "Term Loans Facility Share" set forth in the most recent Assignment and
Acceptance of such Lender, as the same may be reduced or terminated pursuant to
Section 2.13 or 11.2, and "Term Loans Facility Shares" means such obligations of
all Lenders; provided, however, that the Term Loans Facility Shares shall
automatically be reduced to zero on the Term Loans Facility Termination Date.

     "Term Loans Facility Termination Date" means (a) May 31, 2001 or (b) in the
event no Term Loans have been Advanced hereunder prior to May 31, 2001, May 31,
2002.

     "Term Loans Lenders" means the Lenders who hold Term Loans or who have Term
Loans Facility Shares.

     "Term Loans Maturity Date" means (i) with respect to each Term Loan made on
or prior to May 31, 2000, May 31, 2004, (ii) with respect to each Term Loan made
after May 31, 2000 and on or prior to May 31, 2001, May 31, 2005, and (iii) with
respect to each Term Loan made after May 31, 2001 and on or prior to May 31,
2002 (in the event that the Term Loans Facility Termination Date is extended
past May 31, 2001 in accordance with this Agreement), May 31, 2006.

     "Type" means any type of variable rate Loan (i.e., a Base Rate Loan or
Eurodollar Loan).

     "UCC" means the Uniform Commercial Code as in effect in the Commonwealth of
Virginia and/or any other jurisdiction, the laws of which may be applicable to
or in connection with the creation, perfection or priority of any Lien on any
Property created pursuant to any Security Document.

     "U.S." means the United States of America.

     "U.S. Person" means a citizen or resident of the U.S., a corporation,
partnership, limited liability company or other entity created or organized in
or under any laws of the U.S. or any estate or trust that is subject to U.S.
Federal income taxation regardless of the source of its income.

     "U.S. Taxes" means any present or future tax, assessment or other charge or
levy imposed by or on behalf of the U.S. or any taxing authority thereof.

     "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors, managers or general
partners (or


                                       26
<PAGE>

persons performing similar functions) of such Person, whether at all times or
only for so long as no senior class of securities has such voting power by
reason of any contingency.

     "Wholly-Owned Subsidiary" means, with respect to any Person, a Subsidiary
of such Person all of whose outstanding Capital Stock (other than directors'
qualifying shares, if any) shall at the time be owned by such Person and/or one
or more of its Wholly-Owned Subsidiaries .

     "Year 2000 Compliant" means that (a) the services, products or other
item(s) at issue accurately process, provide and/or receive all date/time data
(including calculating, comparing, sequencing, processing and outputting)
within, from, into and between centuries (including the twentieth and
twenty-first centuries and the years 1999 and 2000), including leap year
calculations, and (b) neither the performance nor the functionality nor the
business' provision of the services, products and other item(s) at issue will be
affected by any dates/times prior to, on, after or spanning January 1, 2000. The
design of the services, products and other item(s) at issue to ensure compliance
with the "year 2000" representations and warranties and covenants contained in
this Agreement includes proper date/time data century recognition and
recognition of 1999 and 2000, calculations that accommodate single century and
multi-century formulae and date/time values before, on, after and spanning
January 1, 2000, and date/time data interface values that reflect the century,
1999 and 2000. In particular, but without limitation, such design means that (i)
no value for current date/time will cause any error, interruption or decreased
performance in or for such services, products and other item(s), (ii) all
manipulations of date and time related data (including calculating, comparing,
sequencing processing and outputting) will produce correct results for all valid
dates and times when used independently or in combination with other services,
products and/or items, (iii) date/time elements in interfaces and data storage
will specify the century to eliminate date ambiguity without human intervention,
including leap year calculations, (iv) where any date/time element is
represented without a century, the correct century will be unambiguous for all
manipulations involving that element, (v) authorization codes, passwords and
zaps (purge functions) will function normally and in the same manner during,
prior to, on and after January 1, 2000, including the manner in which they
function with respect to expiration dates and CPU serial numbers, and (vi) the
business' supply of the services, products and other item(s) will not be
interrupted, delayed, decreased or otherwise affected by the advent of the year
2000.

     Section 1.2 Other Definitional Provisions. All definitions contained in
this Agreement are equally applicable to the singular and plural forms of the
terms defined. The words "hereof", "herein" and "hereunder" and words of similar
import referring to this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement. The term "continuing",
"continuation" or "continuance" means, in reference to any Default or Event of
Default that has occurred, that such Default or Event of Default has not been
either cured to the reasonable satisfaction of the Administrative Agent within
the applicable grace period (if any) specified in this Agreement or the other
Loan Documents (as applicable) or waived in writing by the requisite Lenders in
accordance with Section 13.11. Unless otherwise specified, all Article and
Section


                                       27
<PAGE>

references pertain to this Agreement. Terms used herein that are defined in the
UCC, unless otherwise defined herein, shall have the meanings specified in the
UCC. All references in this Agreement to any agreement shall be deemed to mean
and refer to such agreement as it may be amended, modified or supplemented from
time to time if (but only if) such amendment, modification or supplement has
been approved by the Administrative Agent and the Required Lenders, is expressly
referred to in such reference or is otherwise expressly permitted by the terms
of this Agreement.

     Section 1.3 Accounting Terms and Determinations.

     (a) All accounting terms not specifically defined herein shall be construed
in accordance with GAAP (subject to year end adjustments, if applicable)
consistent with such accounting principles applied in the preparation of the
audited financial statements referred to in Section 7.2(a). All financial
information delivered to the Administrative Agent pursuant to Section 8.1 shall
be prepared in accordance with GAAP (subject to year end adjustments, if
applicable) applied on a basis consistent with such accounting principles
applied in the preparation of the audited financial statements of the applicable
Person referred to in Section 7.2 or in accordance with Section 8.7.

     (b) The Borrower shall deliver to the Administrative Agent and the Lenders,
at the same time as the delivery of any annual or quarterly financial statement
under Section 8.1, (i) a description, in reasonable detail, of any material
variation between the application of GAAP employed in the preparation of the
next preceding annual or quarterly financial statements as to which no objection
has been made in accordance with the last sentence of subsection (a) preceding
and (ii) reasonable estimates of the difference between such statements arising
as a consequence thereof.

     (c) To enable the ready and consistent determination of compliance with the
covenants set forth in this Agreement, the Company will not change the last day
of its fiscal year from December 31 or the last days of the first three fiscal
quarters of the Company in each of its fiscal years from March 31, June 30 and
September 30, respectively.

     (d) Unless otherwise expressly provided herein to the contrary, all
references herein to the Closing Date shall be deemed to mean and refer to the
Closing Date after giving effect to all transactions which occur on or before
such date.

     Section 1.4 Financial Covenants and Reporting. All financial statements and
reports required to be delivered pursuant to this Agreement and the other Loan
Documents, and all financial covenants contained in this Agreement and the
financial ratios referred to in the definitions of the terms "Applicable Margin"
and "Applicable Commitment Fee Rate", shall be prepared or determined (as
applicable) in accordance with GAAP (except as may be expressly provided to the
contrary herein) and, if and to the extent that such statements, reports or
covenants are to be prepared or determined on a consolidated basis, shall be
prepared or determined on a consolidated basis for the


                                       28
<PAGE>

Company and its Consolidated Subsidiaries except as may be expressly provided to
the contrary herein.

                                    ARTICLE 2

                                      Loans

     Section 2.1 Revolving Loans; Term Loans

     (a) Revolving Loans. Subject to the terms and conditions of this Agreement
(including, without limitation, Section 2.1(c), Section 2.13(a), Section 6.1 and
Section 6.2), each Revolving Loans Lender severally agrees to make one or more
loans to the Borrowers from time to time from and including the Closing Date to
but excluding the Revolving Loans Commitment Termination Date up to but not
exceeding the amount of such Lender's Revolving Loans Commitment as then in
effect minus such Lender's pro rata share of any Letter of Credit Liabilities
then outstanding. (Such loans referred to in this Section 2.1(a) now or
hereafter made by the Revolving Loans Lenders to the Borrowers, including,
without limitation, such Loans which remain outstanding after the Revolving
Loans Commitment Termination Date, are hereinafter collectively called the
"Revolving Loans.") Subject to the foregoing limitations and the other terms and
conditions of this Agreement, the Borrowers may borrow, repay and reborrow the
Revolving Loans at any time prior to (but not on or after) the Revolving Loans
Commitment Termination Date.

     (b) Term Loans. Subject to the terms and conditions of this Agreement
(including, without limitation, Section 2.13(a), Section 6.1, Section 6.2 and
Section 6.3), each Term Loans Lender may make one or more loans to the Borrowers
from time to time from and including the Closing Date to but excluding the Term
Loans Facility Termination Date (as such date may be extended from time to time
as provided in the definition of such term) up to but not exceeding the amount
of such Lender's Term Loans Facility Share as then in effect. (Such loans
referred to in this Section 2.1(b) now or hereafter made by the Term Loans
Lenders to the Borrowers, including, without limitation, such Loans which remain
outstanding after the Term Loans Facility Termination Date, are hereinafter
collectively called the "Term Loans".) The Borrowers may not reborrow the Term
Loans which have ben repaid. The Term Loans Facility does not and shall not
constitute a committed facility and shall be subject to all of the conditions
precedent to Advances set forth in this Agreement.

     (c) Borrowing Base. Upon written notice from the Borrowers to the
Administrative Agent, the Borrowers may select to have the availability of the
Revolving Loans subject to the Borrowing Base. In the event of such selection,
the Borrowers shall not be required to satisfy the covenants related to Funded
Debt contained in Section 2.7(b) and Section 6.2(c) hereof. In the event of such
selection, the Borrowers shall be entitled to borrow Revolving Loans up to the
amount of the Borrowing Base minus the Letter of Credit Liabilities then
outstanding minus, the amount of Term Loans then outstanding with respect to
which a Term Loans Amortization Commencement Date has


                                       29
<PAGE>

not occurred. At any time the Revolving Loans are subject to the Borrowing Base,
the Borrowers may request that the Lenders approve having the availability of
the Revolving Loans be subject to the covenants related to Funded Debt contained
in Section 2.7(b) and Section 6.2(c) hereof in lieu of the Borrowing Base.
Effective upon delivery of written notice by the Administrative Agent to the
Borrowers of such consent of the Required Lenders, delivered in their sole
discretion, the availability of the Revolving Loans shall cease to be subject to
the Borrowing Base and shall be subject to the covenants related to Funded Debt
contained in Section 2.7(b) and Section 6.2(c). At any time the availability of
the Revolving Loans is subject to the Borrowing Base, the Borrowing Base shall
be determined in good faith by the Administrative Agent monthly concurrently
with the delivery of the Borrowing Base Report to be delivered in accordance
with Section 8.1(k). In addition, at any time the availability of the Revolving
Loans is subject to the Borrowing Base, the Borrowing Base may be redetermined
at any time and from time to time by the Administrative Agent in good faith upon
the occurrence and during the continuation of a Default.

     (d) Continuation and Conversion of Loans. Subject to the terms and
conditions of this Agreement, the Borrowers may borrow the Loans as Base Rate
Loans or Eurodollar Loans and, until the Revolving Loans Maturity Date, the
Borrowers may Continue Eurodollar Loans or Convert Loans of one Type into Loans
of the other Type.

     (e) Lending Offices. Loans of each Type made by each Lender shall be made
and maintained at such Lender's Applicable Lending Office for Loans of such
Type.

     Section 2.2 Notes

     (a) Each of the Revolving Loans made by each Lender shall be evidenced by a
single promissory note of the Borrowers in substantially the form of Exhibit C-1
hereto, dated the Closing Date (or such later date on which such Revolving Loans
Lender becomes a party to this Agreement), payable to the order of such
Revolving Loans Lender in a principal amount equal to the aggregate principal
amount of the Revolving Loans Commitment of such Lender as originally in effect
and otherwise duly completed. Each Revolving Loans Lender is hereby authorized
by the Borrowers to endorse on the schedule (or a continuation thereof) attached
to the Note of such Lender, to the extent applicable, the date, amount and Type
of and the Interest Period for each Loan made by such Lender to the Borrowers
and the amount of each payment or prepayment of principal of such Loan received
by such Lender, provided that any failure by such Lender to make any such
endorsement shall not affect the obligations of the Borrowers under such Note or
this Agreement in respect of such Loan.

     (b) The Term Loans made by each Term Loans Lender shall be evidenced by a
separate promissory note of the Borrowers for each Term Loan made by each Term
Loans Lender in substantially the form of Exhibit C-2 hereto, dated the date of
the applicable Term Loan, payable to the order of such Term Loans Lender in a
principal amount equal to the principal amount of such Term Loan. Each Term
Loans Lender is hereby authorized by the Borrowers to endorse on the schedule
(or a continuation thereof)


                                       30
<PAGE>

attached to the Note(s) of such Lender, to the extent applicable, the date,
amount and Type of and the Interest Period for each Loan made by such Lender to
the Borrowers and the amount of each payment or prepayment of principal of such
Loan received by such Lender, provided that any failure by such Lender to make
any such endorsement shall not affect the obligations of the Borrowers under
such Note or this Agreement in respect of such Loan.

     (c) Registered Notes. Any Lender that is not a U.S. Person and that could
become completely exempt from withholding of U.S. Taxes in respect of payment of
any Obligations due to such Lender hereunder relating to any of its Term Loans
or Revolving Loans if such Loans were in registered form for U.S. Federal income
tax purposes may request the Borrowers (through the Administrative Agent), and
the Borrowers agree thereupon, to exchange such Lender's Note evidencing its
Term Loans or Revolving Loans for a promissory note registered as provided in
Section 12.8(h) hereof (a "Registered Note"). Registered Notes may not be
exchanged for Notes that are not in registered form.

     Section 2.3 Repayment of Loans

     (a) Repayment of Revolving Loans. The Borrowers shall pay to the
Administrative Agent, for the account of each Revolving Loans Lender, all
outstanding principal of the Revolving Loans (and all outstanding principal of
the Revolving Loans shall be due and payable) on the Revolving Loans Maturity
Date.

     (b) Repayment of Term Loans. The Borrowers shall pay to the Administrative
Agent, for the account of each Term Loans Lender, the principal of each of the
Term Loans outstanding at any time on or after the Term Loans Amortization
Commencement Date for such Term Loan (and the principal of each of the Term
Loans outstanding at any time on or after the Term Loans Amortization
Commencement Date for such Term Loan shall be due and payable) in forty eight
(48) monthly installments, commencing on the first Monthly Date after the Term
Loans Amortization Commencement Date for such Term Loan, and continuing on each
Monthly Date thereafter through and including the Term Loans Maturity Date for
such Term Loan, each of which installments shall be in an amount equal to 2.083%
of the principal amount of such Term Loans the outstanding on the Term Loans
Amortization Commencement Date for such Term Loan. In addition, the Borrowers
shall pay to the Administrative Agent for the account of each Term Loans Lender
all outstanding principal of the Term Loans (and all outstanding principal of
the Term Loans shall be due and payable) on the Term Loans Maturity Date for
such Term Loan.

     Section 2.4 Interest

     (a) Revolving Loans Interest Rate. The Borrowers shall pay to the
Administrative Agent for the account of each Lender interest on the unpaid
principal amount of each Revolving Loan made by such Lender (or deemed made by
such Lender with respect to a Revolving Loan assigned to such Lender after the
making of such


                                       31
<PAGE>

Revolving Loan) to the Borrowers for the period commencing on the date of such
Revolving Loan to, but excluding, the date such Revolving Loan shall be paid in
full, at the following rates per annum:

          (i) during the periods such Revolving Loan is a Base Rate Loan, the
     lesser of (A) the Base Rate plus the Applicable Margin or (B) the Maximum
     Rate; and

          (ii) during the periods such Revolving Loan is a Eurodollar Loan, the
     lesser of (A) the Adjusted Eurodollar Rate plus the Applicable Margin or
     (B) the Maximum Rate;

     (b) Term Loans Interest Rate. The Borrowers shall pay to the Administrative
Agent for the account of each Lender interest on the unpaid principal amount of
each Term Loan made by such Lender (or deemed made by such Lender with respect
to a Term Loan assigned to such Lender after the making of such Term Loan) to
the Borrowers, at the following rates per annum:

          (i) prior to the Term Loans Amortization Commencement Date for such
     Term Loan, during the periods such Term Loan is a Base Rate Loan, the
     lesser of (A) the Base Rate plus the Applicable Margin or (B) the Maximum
     Rate; and

          (ii) prior to the Term Loans Amortization Commencement Date for such
     Term Loan, during the periods such Term Loan is a Eurodollar Loan, the
     lesser of (A) the Adjusted Eurodollar Rate plus the Applicable Margin or
     (B) the Maximum Rate;

          (iii) on and after the Term Loans Amortization Commencement Date for
     such Term Loan, during the periods such Term Loan is a Base Rate Loan, the
     lesser of (A) the Base Rate plus the Term Loans Amortization Period
     Applicable Margin or (B) the Maximum Rate; and

          (iv) on and after the Term Loans Amortization Commencement Date for
     such Term Loan, during the periods such Term Loan is a Eurodollar Loan, the
     lesser of (A) the Adjusted Eurodollar Rate plus the Term Loans Amortization
     Period Applicable Margin or (B) the Maximum Rate.

     (c) Payment Dates. Accrued interest on the Loans shall be due and payable
as follows:

          (i) in the case of Base Rate Loans and each Eurodollar Loan not having
     a designated Interest Period and which is bearing interest at the rate set
     forth in clause (i) of the definition of Eurodollar Rate, on each Monthly
     Date;



                                       32
<PAGE>

          (ii) in the case of each Eurodollar Loan having a designated Interest
     Period and which is bearing interest at the rate set forth in clause (ii)
     of the definition of Eurodollar Rate, on the last day of the Interest
     Period with respect thereto and, in the case of an Interest Period greater
     than three months, at three-month intervals after the first day of such
     Interest Period;

          (iii) upon the payment or prepayment (whether mandatory or optional)
     of any such Loan or the Conversion of any such Loan to a Loan of the other
     Type (but only on the principal amount so paid, prepaid or Converted); and

          (iv) with respect to each Term Loan, on the Term Loans Maturity Date
     for such Term Loan and, with respect to the Revolving Loans, on the
     Revolving Loans Maturity Date.

     (d) Default Interest. Notwithstanding the foregoing, the Borrowers shall
pay to the Administrative Agent for the account of each Lender interest at the
applicable Default Rate (i) at all times during which any Default has occurred
and is continuing, on any principal of any Loan outstanding, and (ii) to the
fullest extent permitted by law, any other amount payable by the Borrowers under
this Agreement or any other Loan Document to or for the account of such Lender
which is not paid in full when due (whether at stated maturity, by acceleration
or otherwise) for the period from and including the due date thereof to but
excluding the date the same is paid in full. Interest payable at the Default
Rate shall be payable from time to time on demand by the Administrative Agent.

     Section 2.5 Borrowing Procedure. The Borrowers shall give the
Administrative Agent notice of each borrowing hereunder in accordance with
Section 2.9. Not later than 1:00 p.m. (Eastern Standard time) on the date
specified for each borrowing hereunder, each Lender will make available the
amount of the Loan to be made by it on such date to the Administrative Agent, at
its McLean, Virginia office, in immediately available funds, for the account of
the Borrowers. The amount of each borrowing hereunder so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available, for and on behalf of the Borrowers, in immediately
available funds by no later than 1:00 p.m. (Eastern Standard time).

     Section 2.6 Optional Prepayments, Conversions and Continuations of Loans.
Subject to Section 2.7, the Borrowers shall have the right from time to time to
prepay the Loans in whole or in part, to Convert all or part of a Loan of one
Type into a Loan of another Type or to Continue Eurodollar Loans; provided that:
(a) the Borrowers shall give the Administrative Agent notice of each such
prepayment, Conversion or Continuation as provided in Section 2.9, (b)
Eurodollar Loans having a designated Interest Period may be Converted on the
last day of the Interest Period and any prepayment of Eurodollar Loans having a
designated Interest Period on any day other than the last day of the Interest
Period shall be subject to payment of the additional compensation specified in
Section 4.5, (c) except for Conversions of Eurodollar Loans into Base Rate
Loans, no Conversions or Continuations shall be made while a Default has

                                       33
<PAGE>

occurred and is continuing, and (d) optional prepayments of the Loans shall be
applied first to the principal of the Term Loans in the inverse order of
maturities of the then remaining installments of such Term Loans (until such
Loans are paid in full) and then to the principal of the Revolving Loans. Except
for prepayments of the Revolving Loans which may be reborrowed in accordance
with this Agreement, no amounts prepaid pursuant to this Section 2.6 may be
reborrowed.

     Section 2.7 Mandatory Prepayments.

     (a) Asset Dispositions, etc. The Borrowers shall, within two Business Days
after it receives any Net Proceeds of any Asset Disposition (other than an Asset
Disposition in which the purchaser is one of the Borrowers or a Wholly-Owned
Subsidiary thereof), proceeds of any Insurance Recovery or proceeds of
condemnation awards aggregating in excess of $500,000 during any period of 12
consecutive months or less (the amount of such Net Proceeds or proceeds
exceeding $500,000 received during any such period are herein called the "Excess
Proceeds Amount"), pay to the Administrative Agent, as a prepayment of the
Loans, an aggregate amount equal to the Excess Proceeds Amount; provided, that
no such prepayment will be required if and to the extent that the Excess
Proceeds Amount is fully re-invested in productive assets used in the ordinary
course of a Borrower's or its Subsidiary's (as applicable) business within 90
days of the receipt of such Excess Proceeds Amount; provided, further, however,
that the Excess Proceeds Amount shall be deposited into a cash collateral
account held by the Administrative Agent pursuant to an agreement in form and
substance satisfactory to the Administrative Agent until such time as such
amount (exclusive of any interest accrued thereon) is either re-invested within
such 90 day period or applied to the Loans or other Obligations as provided in
this Section 2.7.

     (b) Senior Debt Limits; Borrowing Base. Subject to Section 2.1(c), if at
any time the ratio of Senior Debt to EBITDA for the preceding twelve (12) fiscal
months then ended exceeds 3.00 to 1.00, then, the Borrowers shall pay to the
Administrative Agent as a prepayment of the Loans, an amount necessary to reduce
the ratio of Senior Debt to EBITDA for the preceding twelve (12) fiscal months
then ended to an amount less than or equal to 3.00 to 1.00. If at any time the
outstanding principal amount of the Revolving Loans exceeds an amount equal to
the Borrowing Base, if any, then in effect in accordance with Section 2.1(c),
the Borrowers shall pay to the Administrative Agent the amount of such excess as
a prepayment of the Revolving Loans.

     (c) Proceeds of Equity Issuance. The Borrowers shall, within five Business
Days after the Company receives proceeds after the date hereof from any Equity
Issuance, prepay the Loans in the amount of the Net Proceeds of such Equity
Issuance.

     (d) Application of Mandatory Prepayments. All prepayments pursuant to
Section 2.7(a) or Section 2.7(c) shall be applied first to the principal of the
Term Loans in the inverse order of maturities of the then remaining installments
of such Term Loans (until such Loans are paid in full) and then to the principal
of the Revolving Loans. All prepayments pursuant to the first sentence of
Section 2.7(b) shall be applied first to the principal of the Revolving Loans
(until such Loans are paid in full) and then to the


                                       34
<PAGE>

principal of the Term Loans in the inverse order of maturities of the then
remaining installments of such Term Loans (until such Loans are paid in full).
All prepayments pursuant to the second sentence of Section 2.7(b) shall be
applied to the principal of the Revolving Loans and then to the remaining
outstanding Obligations in such order as the Administrative Agent may determine.

     Section 2.8 Minimum Accounts. Except for Conversions and prepayments
pursuant to Section 2.7 and Article 4, each borrowing, each Conversion and each
optional prepayment of principal of the Loans shall be in an amount at least
equal to $250,000 or an integral multiple of $100,000 in excess thereof
(borrowings, prepayments or Conversions of or into Loans of different Types or,
in the case of Eurodollar Loans, having different Interest Periods at the same
time hereunder shall be deemed separate borrowings, prepayments and Conversions
for purposes of the foregoing, one for each Type or Interest Period).

     Section 2.9 Certain Notices.. Notices by the Borrowers to the
Administrative Agent of terminations or reductions of Commitments, of
borrowings, Conversions, Continuations and prepayments of Loans and of the
duration of Interest Periods shall be irrevocable and shall be effective only if
received by the Administrative Agent not later than 12:00 p.m. (Eastern Standard
time) on the Business Day prior to the date of the relevant termination,
reduction, borrowing, Conversion, Continuation or prepayment or the first day of
such Interest Period specified below:

<TABLE>
<CAPTION>
----------------------------------------------------------------- ----------------------------------
                                                                              Number of
                             Notice                                      Business Days Prior
----------------------------------------------------------------- ----------------------------------
<S>                                                                               <C>
Borrowings or Repayments of Loans which are Base Rate Loans or                    1
Eurodollar Loans not having a designated Interest Period
----------------------------------------------------------------- ----------------------------------
Borrowings or Repayments of Loans which are Eurodollar Loans                      2
having a designated Interest Period
----------------------------------------------------------------- ----------------------------------
Prepayments of Loans                                                              2
----------------------------------------------------------------- ----------------------------------
Terminations or Reductions of Commitments                                         5
----------------------------------------------------------------- ----------------------------------
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or prepayment shall specify the Loans to be borrowed,
Converted, Continued or prepaid and the amount (subject to Section 2.8 hereof)
and Type of the Loans to be borrowed, Converted, Continued or prepaid (and, in
the case of a Conversion, the Type of Loans to result from such Conversion) and
the date of borrowing, Conversion, Continuation or prepayment (which shall be a
Business Day). Each such notice of termination, reduction, borrowing,
Conversion, Continuation or prepayment shall be in the form of Exhibit D hereto,
appropriately completed as applicable. Each notice of borrowing (a "Notice of
Borrowing") (a) shall certify that all proceeds of the requested Loans are,
concurrently with the making of such Loans, being used by the Borrowers for the
purpose specified in Section 2.10 and (b) shall be accompanied by such


                                       35
<PAGE>

other evidence as to use of the proceeds of such borrowing, as the
Administrative Agent may reasonably request from time to time. Each notice which
includes reference to the duration of an Interest Period shall specify the Loans
to which such Interest Period is to relate. The Administrative Agent shall
promptly notify the Lenders of the contents of each such notice. In the event
the Borrowers fail to select the Type of Loan, or the duration of any Interest
Period for any Eurodollar Loan, within the time period and otherwise as provided
in this Section 2.9, such Loan (if outstanding as Eurodollar Loan) will be
automatically Converted into a Base Rate Loan on the last day of preceding
Interest Period for such Loan or (if outstanding as a Base Rate Loan) will
remain as, or (if not then outstanding) will be made as, a Base Rate Loan. The
Borrowers may not borrow any Eurodollar Loans, Convert any Loans into Eurodollar
Loans or Continue any Loans as Eurodollar Loans if the interest rate for such
Eurodollar Loans would exceed the Maximum Rate.

     Section 2.10 Use of Proceeds.

     (a) The Borrowers agree that all proceeds of the Revolving Loans shall be
used (i) to provide working capital to the Borrowers, (ii) to finance current
assets, (iii) to finance Permitted Acquisitions, and (iv) for general corporate
purposes.

     (b) The Borrowers agree that all proceeds of the Term Loans shall be used
solely to finance Permitted Acquisitions that are not financed with proceeds of
Revolving Loans.

     (c) Margin Stock. None of the proceeds of any Loan may be used to acquire
any security in any transaction that is subject to Section 13 or 14 of the
Exchange Act or to purchase or carry any margin stock (within the meaning of
Regulations T, U or X of the Board of Governors of the Federal Reserve System).

     Section 2.11 Fees.

     (a) Subject to Section 13.12, the Borrowers shall pay to the Administrative
Agent for the account of each Revolving Loans Lender, a commitment fee on the
daily average unused or unfunded amount of each of such Lender's Revolving Loans
Commitments, for the period from and including the date on which such Lender (or
its predecessor in interest with respect to Revolving Loans Commitments assigned
to such Lender as to which a commitment fee has not previously been paid during
the applicable period) became a party hereto but excluding the Revolving Loans
Commitment Termination Date, at the rate of the Applicable Commitment Fee Rate
per annum based on a 360 day year and the actual number of days elapsed, which
accrued commitment fees shall be payable in arrears on each Quarterly Date and
on the Revolving Loans Commitment Termination Date.

     (b) The Borrowers shall pay to the Administrative Agent for the account of
each Lender, an administration fee in the amount of $7,500 per annum, which fee
shall be payable on the Closing Date and each anniversary thereof.



                                       36
<PAGE>

     (c) Subject to Section 13.12, the Borrowers agree to pay to the
Administrative Agent such additional fees as are specified in the Agent's
Letter, which fees shall be payable in such amounts and on such dates as are
specified therein.

     Section 2.12 Computations. Interest and fees payable by the Borrowers
hereunder and under the other Loan Documents on all Loans shall be computed on
the basis of a year of 360 days and the actual number of days elapsed (including
the first day but excluding the last day) occurring in the period for which
payable unless, in the case of interest, such calculation would result in a
usurious rate, in which case interest shall be calculated on the basis of a year
of 365 or 366 days, as the case may be.

     Section 2.13 Termination or Reduction of Commitments.

     (a) Notwithstanding anything to the contrary contained in this Agreement,
each of the Commitments shall automatically terminate upon the occurrence of any
Change in Control.

     (b) The Borrowers shall have the right to terminate or reduce in part the
unused portion of the Term Loans Facility Shares and the Revolving Loans
Commitments at any time and from time to time prior to the Term Loans Facility
Termination Date and the Revolving Loans Commitment Termination Date,
respectively, the Borrowers shall give notice of each such termination or
reduction as provided in Section 2.9, and each partial reduction shall be in an
aggregate amount at least equal to $1,000,000 or an integral multiple of
$100,000 in excess thereof.

     (c) The Commitments may not be reinstated after they have been terminated
or increased after they have been reduced.

     Section 2.14 Letters of Credit.

     (a) Subject to the terms and conditions of this Agreement, the Borrowers
may utilize the Revolving Loans Commitment by requesting that the Issuing Bank
issue Letters of Credit; provided, that the aggregate amount of outstanding
Letter of Credit Liabilities shall not at any time exceed $3,000,000.

     (b) The Issuing Bank irrevocably agrees to grant and hereby grants to each
Revolving Loans Lender and each Revolving Loans Lender irrevocably accepts and
purchases from the Issuing Bank, on the terms and conditions hereinafter stated,
for such Revolving Loans Lender's own account and risk, an undivided interest in
proportion to such Lender's Revolving Loans Commitment in the Issuing Bank's
obligations and rights under each Letter of Credit issued hereunder and the
amount of each draft paid by the Issuing Bank thereunder. Each Revolving Loans
Lender unconditionally and irrevocably agrees with the Issuing Bank that, if a
draft is paid under any Letter of Credit for which the Issuing Bank is not
reimbursed in full by the Borrowers in accordance with the terms of this

                                       37
<PAGE>

Agreement, such Revolving Loans Lender shall pay to the Issuing Bank (through
the Administrative Agent) upon demand, an amount equal to such Revolving Loans
Lender's participation in such draft, or any part thereof, which is not so
reimbursed.

     (c) If any amount required to be paid by any Revolving Loans Lender to the
Issuing Bank pursuant to Section 2.14(b) in respect of any unreimbursed portion
of any payment made by the Issuing Bank under any Letter of Credit is paid to
the Issuing Bank within three Business Days after the date such payment is due,
such Revolving Loans Lender shall pay to the Issuing Bank (through the
Administrative Agent) on demand an amount equal to the product of (i) such
amount, times (ii) the daily average Federal Funds Rate, as quoted by the
Issuing Bank, during the period from and including the date such payment is
required to the date on which such payment is immediately available to the
Issuing Bank, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any Revolving Loans Lender pursuant to
Section 2.14(b) is not made available to the Issuing Bank by such Revolving
Loans Lender within three Business Days after the date such payment is due, the
Issuing Bank shall be entitled to recover from such Revolving Loans Lender, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans hereunder. A certificate of the
Issuing Bank submitted to any Revolving Loans Lender (through the Administrative
Agent) with respect to any amounts owing under this Section 2.14(c) shall be
conclusive in the absence of manifest error.

     (d) Whenever, at any time after the Issuing Bank has made payment under any
Letter of Credit and has received from any Revolving Loans Lender its pro rata
share of such payment in accordance with Section 2.14(b), the Issuing Bank
receives any payment related to such Letter of Credit (whether directly from the
Borrowers or otherwise, including proceeds of collateral applied thereto by the
Issuing Bank), or any payment of interest on account thereof, the Issuing Bank
will distribute to the Administrative Agent (for the account of such Revolving
Loans Lender) such Revolving Loans Lender's pro rata share thereof; provided,
however, that in the event that any such payment received by the Issuing Bank
shall be required to be returned by the Issuing Bank, such Revolving Loans
Lender shall return to the Issuing Bank (through the Administrative Agent) the
portion thereof previously distributed by the Issuing Bank to it.

     (e) The Borrowers shall give the Issuing Bank at least five Business Days
irrevocable prior notice (effective upon receipt) specifying the date of each
Letter of Credit and the nature of the transactions to be supported thereby.
Each Letter of Credit shall have an expiration date that does not exceed one
year from the date of issuance and that does not extend beyond the Revolving
Loans Maturity Date, shall be payable in Dollars, shall support a transaction
entered into in the ordinary course of a Borrower's or its Wholly-Owned
Subsidiary's business, shall be satisfactory in form and substance to the
Issuing Bank, and shall be issued pursuant to such agreements, documents and

                                       38
<PAGE>

instruments (including a Letter of Credit Agreement) as the Issuing Bank may
reasonably require, none of which shall be inconsistent with this Section 2.14.
Each Letter of Credit shall (i) provide for the payment of drafts presented for,
on or thereunder by the beneficiary in accordance with the terms thereof, when
such drafts are accompanied by the documents (if any) described in the Letter of
Credit and (ii) to the extent not inconsistent with the terms hereof or any
applicable Letter of Credit Agreement, be subject to the Uniform Customs and
Practice for Documentary Credits (1995 Revision), International Chamber of
Commerce Publication No. 500 (together with any subsequent revision thereof
approved by a Congress of the International Chamber of Commerce and adhered to
by the Issuing Bank, the "UCP"), and shall, as to matters not governed by the
UCP, be governed by, and construed and interpreted in accordance with, the laws
of the Commonwealth of Virginia.

     (f) The Borrowers agree to pay to the Administrative Agent, concurrently
with the issuance of such Letter of Credit, a nonrefundable letter of credit fee
with respect to each Letter of Credit issued in an amount equal to one and
one-half percent (1.5%) of the face amount of the Letter of Credit, which fee
shall be due of the date of issuance of the Letter of Credit. In addition to the
foregoing fees, the Borrowers shall pay or reimburse the Issuing Bank for such
normal and customary costs and expenses, including, without limitation,
administrative, issuance, amendment, payment and negotiation charges, as are
incurred or charged by the Issuing Bank in issuing, effecting payment under,
amending or otherwise administering any Letter of Credit.

     (g) Upon receipt from the beneficiary of any Letter of Credit of any demand
for payment or other drawing under such Letter of Credit, the Issuing Bank shall
promptly notify the Borrowers as to the amount to be paid as a result of such
demand or drawing and the respective payment date.

     (h) The Borrowers shall be irrevocably and unconditionally obligated to
immediately reimburse the Issuing Bank for any amounts paid by the Issuing Bank
upon any drawing under any Letter of Credit, without presentment, demand,
protest or other formalities of any kind. Outstanding Reimbursement Obligations
shall bear interest at the Default Rate and such interest shall be payable on
demand.

     (i) The Reimbursement Obligations of the Borrowers under this Agreement and
the other Loan Documents shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement and
the other Loan Documents under all circumstances whatsoever, including, without
limitation, the following circumstances:

          (i) Any lack of validity or enforceability of any Letter of Credit or
     any other Loan Document;

          (ii) Any amendment or waiver of or any consent to departure from any
     Loan Document;



                                       39
<PAGE>

          (iii) The existence of any claim, setoff, counterclaim, defense or
     other right which any Loan Party or other Person may have at any time
     against any beneficiary of any Letter of Credit, the Administrative Agent,
     the Issuing Bank or any other Person, whether in connection with this
     Agreement or any other Loan Document or any unrelated transaction;

          (iv) Any statement, draft or other document presented under any Letter
     of Credit proving to be forged, fraudulent, invalid or insufficient in any
     respect or any statement therein being untrue or inaccurate in any respect
     whatsoever;

          (v) Payment by the Issuing Bank under any Letter of Credit against
     presentation of a draft or other document that does not comply with the
     terms of such Letter of Credit, provided, that such payment shall not have
     constituted gross negligence or willful misconduct of the Issuing Bank; and

          (vi) Any other circumstance whatsoever, whether or not similar to any
     of the foregoing, provided that such other circumstance or event shall not
     have been the result of the gross negligence or willful misconduct of the
     Issuing Bank.

     (j) The Borrowers assume all risks of the acts or omissions of any
beneficiary of any Letter of Credit with respect to its use of such Letter of
Credit. Neither the Administrative Agent, the Issuing Bank nor any of their
respective officers or directors shall have any responsibility or liability to
the Borrowers or any other Person for: (i) the failure of any draft to bear any
reference or adequate reference to any Letter of Credit, or the failure of any
documents to accompany any draft at negotiation, or the failure of any Person to
surrender or to take up any Letter of Credit or to send documents apart from
drafts as required by the terms of any Letter of Credit, or the failure of any
Person to note the amount of any instrument on any Letter of Credit, (ii)
errors, omissions, interruptions or delays in transmission or delivery of any
messages, (iii) the validity, sufficiency or genuineness of any draft or other
document, or any endorsement(s) thereon, even if any such draft, document or
endorsement should in fact prove to be in any and all respects invalid,
insufficient, fraudulent or forged or any statement therein is untrue or
inaccurate in any respect, (iv) the payment by the Issuing Bank to the
beneficiary of any Letter of Credit against presentation of any draft or other
document that does not comply with the terms of the Letter of Credit, or (v) any
other circumstance whatsoever in making or failing to make any payment under a
Letter of Credit; provided, however, that, notwithstanding the foregoing, the
Borrowers shall have a claim against the Issuing Bank, and the Issuing Bank
shall be liable to the Borrowers, to the extent of any direct, but not indirect
or consequential, damages suffered by the Borrowers which the Borrowers prove in
a final nonappealable judgment were caused by (A) the Issuing Bank's willful
misconduct or gross negligence in determining whether documents presented under



                                       40
<PAGE>

any Letter of Credit complied with the terms thereof or (B) the Issuing Bank's
willful failure to pay under any Letter of Credit after presentation to it of
documents strictly complying with the terms and conditions of such Letter of
Credit. The Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary.

     Section 2.15 Joint and Several Obligations. The obligations of the
Borrowers in respect of the Loans and the Obligations are joint and several
obligations.


                                    ARTICLE 3

                                    Payments

     Section 3.1 Method of Payment. All payments of principal, interest, fees
and other amounts to be made by the Borrowers under this Agreement and the other
Loan Documents shall be made to the Administrative Agent at its McLean, Virginia
office for the account of each Lender's Applicable Lending Office in Dollars and
in immediately available funds, without setoff, deduction or counterclaim, not
later than 1:00 p.m. (Eastern Standard time) on the date on which such payment
shall become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). The Borrowers
shall, at the time of making each such payment, specify to the Administrative
Agent the sums payable by the Borrowers under this Agreement and the other Loan
Documents to which such payment is to be applied (and in the event that the
Borrowers fail to so specify, or if an Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment to the Obligations
in such order and manner as the Administrative Agent may elect, subject to
Section 3.2). Upon the occurrence and during the continuation of an Event of
Default, all proceeds of any Collateral and all other funds of the Borrowers in
the possession of the Administrative Agent or any Lender, may be applied by the
Administrative Agent to the Obligations in such order and manner as the
Administrative Agent may elect, subject to Section 3.2. Each payment received by
the Administrative Agent under this Agreement or any other Loan Document for the
account of a Lender shall be paid promptly to such Lender, in immediately
available funds, for the account of such Lender's Applicable Lending Office.
Whenever any payment under this Agreement or any other Loan Document shall be
stated to be due on a day that is not a Business Day, such payment may be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of the payment of interest and commitment
fee, as the case may be.

     Section 3.2 Pro Rata Treatment. Except to the extent otherwise provided in
this Agreement: (a) each Loan shall be made by the Lenders under Section 2.1,
each payment of commitment fees under Section 2.11(a) shall be made for the
account of the Lenders, and each termination or reduction of the Commitments
under Section 2.13 shall be applied to the Commitments of the Lenders, pro rata
according to the respective


                                       41
<PAGE>

unused Commitments; (b) the making, Conversion and Continuation of Loans of a
particular Type (other than Conversions provided for by Section 4.4) shall be
made pro rata among the Lenders holding Loans of such Type according to the
amounts of their respective Commitments; (c) each payment and prepayment by the
Borrowers of principal of or interest on Loans of a particular Type shall be
made to the Administrative Agent for the account of the Lenders holding Loans of
such Type pro rata in accordance with the respective unpaid principal amounts of
such Loans held by such Lenders; and (d) Interest Periods for Loans of a
particular Type shall be allocated among the Lenders holding Loans of such Type
pro rata according to the respective principal amounts held by such Lenders.

     Section 3.3 Sharing of Payments, Etc. If a Lender shall obtain payment of
any principal of or interest on any of the Obligations due to such Lender
hereunder through the exercise of any right of setoff, banker's lien,
counterclaim or similar right, or otherwise, it shall promptly purchase from the
other Lenders participations in the Obligations held by the other Lenders in
such amounts, and make such adjustments from time to time, as shall be equitable
to the end that all the Lenders shall share pro rata in accordance with the
unpaid principal and interest on the Obligations then due to each of them. To
such end, all of the Lenders shall make appropriate adjustments among themselves
(by the resale of participations sold or otherwise) if all or any portion of
such excess payment is thereafter rescinded or must otherwise be restored. The
Borrowers agree, to the fullest extent it may effectively do so under applicable
law, that any Lender so purchasing a participation in the Obligations by the
other Lenders may exercise all rights of setoff, banker's lien, counterclaim or
similar rights with respect to such participation as fully as if such Lender
were a direct holder of Obligations in the amount of such participation. Nothing
contained herein shall require any Lender to exercise any such right or shall
affect the right of any Lender to exercise, and retain the benefits of
exercising, any such right with respect to any other indebtedness, liability or
obligation of the Borrowers.

     Section 3.4 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Borrowers (the
"Payor") prior to the date on which such Lender is to make payment to the
Administrative Agent of the proceeds of a Loan to be made by it hereunder or the
Borrowers is to make a payment to the Administrative Agent for the account of
one or more of the Lenders, as the case may be (such payment being herein called
the "Required Payment"), which notice shall be effective upon receipt, that the
Payor does not intend to make the Required Payment to the Administrative Agent,
the Administrative Agent may assume that the Required Payment has been made and
may, in reliance upon such assumption (but shall not be required to), make the
amount thereof available to the intended recipient on such date and, if the
Payor has not in fact made the Required Payment to the Administrative Agent, the
recipient of such payment shall, on demand, pay to the Administrative Agent the
amount made available to it together with interest thereon in respect of the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Federal Funds Rate for such period.



                                       42
<PAGE>

     Section 3.5 Taxes.

     (a) All payments by the Borrowers of principal of and interest on the Loans
and of all fees and other amounts payable under the Loan Documents shall be made
free and clear of, and without withholding or deduction by reason of, any
present or future taxes, levies, duties, imposts, assessments or other charges
levied or imposed by any Governmental Authority (other than franchise taxes and
taxes on the overall net income of any Lender). If any such taxes, levies,
duties, imposts, assessments or other charges are so levied or imposed, the
Borrowers will (i) make additional payments in such amounts so that every net
payment of principal of and interest on the Loans and of all other amounts
payable by it under the Loan Documents, after withholding or deduction for or on
account of any such present or future taxes, levies, duties, imposts,
assessments or other charges (including any tax imposed on or measured by net
income of a Lender attributable to payments made to or on behalf of a Lender
pursuant to this Section 3.5 and any penalties or interest attributable to such
payments), will not be less than the amount provided for herein or therein
absent such withholding or deduction (provided that the Borrowers shall not have
any obligation to pay such additional amounts to any Lender to the extent that
such taxes, levies, duties, imposts, assessments or other charges are levied or
imposed by reason of the failure of such Lender to comply with the provisions of
Section 3.6), (ii) make such withholding or deduction and (iii) remit the full
amount deducted or withheld to the relevant Governmental Authority in accordance
with applicable law. Without limiting the generality of the foregoing, the
Borrowers will, upon written request of any Lender, reimburse each such Lender
for the amount of (A) such taxes, levies, duties, imports, assessments or other
charges so levied or imposed by any Governmental Authority and paid by such
Lender as a result of payments made by the Borrowers under or with respect to
the Loans other than such taxes, levies, duties, imports, assessments and other
charges previously withheld or deducted by the Borrowers which have previously
resulted in the payment of the required additional amount to such Lender, and
(B) such taxes, levies, duties, assessments and other charges so levied or
imposed with respect to any Lender reimbursement under the foregoing clause (A),
so that the net amount received by such Lender (net of payments made under or
with respect to the Loans) after such reimbursement will not be less than the
net amount such Lender would have received if such taxes, levies, duties,
assessments and other charges on such reimbursement had not been levied or
imposed. The Borrowers shall furnish promptly to the Administrative Agent for
distribution to each affected Lender, as the case may be, upon request of such
Lender, official receipts evidencing any such payment, withholding or reduction.

     (b) The Borrowers will indemnify the Administrative Agent and each Lender
(without duplication) against, and reimburse the Administrative Agent and each
Lender for, all present and future taxes, levies, duties, imposts, assessments
or other charges (including interest and penalties) levied or collected (whether
or not legally or correctly imposed, assessed, levied or collected), excluding,
however, any taxes imposed on the overall net income of the Administrative Agent
or such Lender or any lending office of the Administrative Agent or such Lender
by any jurisdiction in which the Administrative


                                       43
<PAGE>

Agent or such Lender or any such lending office is located, on or in respect of
this Agreement, any of the Loan Documents or the Obligations or any portion
thereof (the "reimbursable taxes"). Any such indemnification shall be on an
after-tax basis, taking into account any such reimbursable taxes imposed on the
amounts paid as indemnity.

     (c) Without prejudice to the survival of any other term or provision of
this Agreement, the obligations of the Borrowers under this Section 3.5 shall
survive the payment of the Loans and the other Obligations and termination of
the Commitments.

     Section 3.6 Withholding Tax Exemption. Each Lender that is not incorporated
or otherwise formed under the laws of the U.S. or a state thereof agrees that it
will, prior to or on or about the Closing Date or the date upon which it
initially becomes a party to this Agreement and if it is legally able to do so,
deliver to the Borrowers and the Administrative Agent, two duly completed copies
of U.S. Internal Revenue Service Form 1001, 4224 or W-8, as appropriate,
certifying in any case that such Lender is entitled to receive payments from the
Borrowers under any Loan Document without deduction or withholding of any U.S.
federal income taxes. Each Lender which so delivers a Form 1001, 4224 or W-8
further undertakes to deliver to the Borrowers and the Administrative Agent, two
additional copies of such form (or a successor form) on or before the date such
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent form so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the
Borrowers or the Administrative Agent, in each case certifying that such Lender
is entitled to receive payments from the Borrowers under any Loan Document
without deduction or withholding of any U.S. federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Borrowers and the Administrative Agent that it is not
capable of receiving such payments without any deduction or withholding of U.S.
federal income tax.

     Section 3.7 Reinstatement of Obligations. Notwithstanding anything to the
contrary contained in this Agreement or any other Loan Document, if the payment
of any amount of principal of or interest with respect to the Loans or any other
amount of the Obligations, or any portion thereof, is rescinded, voided or must
otherwise be refunded by the Administrative Agent or any Lender upon the
insolvency, bankruptcy or reorganization of a Borrower or otherwise for any
reason whatsoever, then each of (a) the Obligations, (b) the Loan Documents
(including, without limitation, this Agreement, the Notes and the Security
Documents), (c) the indebtedness, liabilities and obligations of a Borrower and
any other Loan Parties and (d) all Liens for the benefit of the Administrative
Agent and the Lenders created under or evidenced by the Loan Documents, will be
automatically reinstated and become automatically effective and in full force
and effect, all to the extent that and as though such payment so rescinded,
voided or otherwise refunded had never been made.



                                       44
<PAGE>

     Section 3.8 No Force Majeure, Disputes. The Borrowers' obligation to pay
all amounts due under the Loans and the other Obligations shall not be affected
by (a) any set-off, counterclaim, recoupment, deduction, abatement, suspension,
diminution, reduction, defense or other right which the Borrowers may have
against any Lender, (b) any insolvency, bankruptcy, reorganization or similar
proceedings by or against the Borrowers or affecting any of their Properties,
(c) any action of any Governmental Authority or any damage to or destruction of
or any taking of the Borrowers' Property or any part thereof, (d) any change,
waiver, extension, indulgence or failure to perform or comply with, or other
action or omission herein or in the other Loan Documents (except for express
written modifications to this Agreement or other Loan Documents as and in the
manner permitted under this Agreement or the other Loan Documents), (e) any
dissolution of the Borrowers, (f) any inability or illegality with respect to
the use or ownership of the Borrowers' Property, (g) any failure to obtain, or
expiration, suspension or other termination of, or interruption to, any required
licenses, permits, consents, authorizations, approvals or other legal
requirements, (h) the invalidity or unenforceability of any of the Loan
Documents or any other infirmity therein or any lack of power or authority of
the Administrative Agent or any Lender or the Borrowers, or (i) any other event
or circumstance whatsoever, whether or not similar to any of the foregoing and
whether or not the Borrowers shall have notice or knowledge of any of the
foregoing, it being the intention of the Administrative Agent and the Lenders
and the Borrowers that the Obligations of the Borrowers shall be absolute and
unconditional and shall be separate and independent covenants and agreements and
shall continue unaffected unless the requirements to pay or perform the same
shall have been terminated pursuant to an express provision thereof or of any of
the other Loan Documents.


                                    ARTICLE 4

                         Yield Protection and Illegality

     Section 4.1 Additional Costs.

     (a) The Borrowers shall pay directly to each Lender from time to time,
promptly upon the request of such Lender, the costs incurred by such Lender
which such Lender determines are attributable to its making or maintaining of
any Eurodollar Loans or its obligation to make any of such Loans, or any
reduction in any amount receivable by such Lender hereunder in respect of any
such Loans or obligations (such increases in costs and reductions in amounts
receivable being herein called "Additional Costs"), resulting from any
Regulatory Change which:

          (i) changes the basis of taxation of any amounts payable to such
     Lender under this Agreement or its Notes in respect of any of such Loans
     (other than taxes imposed on the overall net income of such Lender or its
     Applicable Lending Office for any of such Loans by the jurisdiction in
     which such Lender has its principal office or such Applicable Lending
     Office);



                                       45
<PAGE>

          (ii) imposes or modifies any reserve, special deposit, minimum
     capital, capital ratio or similar requirement relating to any extensions of
     credit or other assets of, or any deposits with or other liabilities or
     commitments of, such Lender (including any of such Loans or any deposits
     referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof,
     but excluding the Reserve Requirement to the extent it is included in the
     calculation of the Adjusted Eurodollar Rate); or

          (iii) imposes any other condition affecting this Agreement or the
     Notes or any extensions of credit or liabilities or commitments
     contemplated hereunder or thereunder.

Each Lender will notify the Borrowers (with a copy to the Administrative Agent)
of any event occurring after the Closing Date which will entitle such Lender to
compensation pursuant to this Section 4.1(a) as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, and (if
so requested by the Borrowers) will designate a different Applicable Lending
Office for the Eurodollar Loans of such Lender if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
sole opinion of such Lender, violate any law, rule or regulation or be in any
way disadvantageous to such Lender, provided that such Lender shall have no
obligation to so designate an Applicable Lending Office located in the U.S. Each
Lender will furnish the Borrowers with a certificate setting forth the basis and
the amount of each request of such Lender for compensation under this Section
4.1(a). If any Lender requests compensation from the Borrowers under this
Section 4.1(a), the Borrowers may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or Continue
making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory
Change giving rise to such request ceases to be in effect (in which case the
provisions of Section 4.4 hereof shall be applicable).

     (b) Without limiting the effect of the foregoing provisions of this Section
4.1, in the event that, by reason of any Regulatory Change, any Lender either
(i) incurs Additional Costs based on or measured by the excess above a specified
level of the amount of a category of deposits or other liabilities of such
Lender which includes deposits by reference to which the interest rate on
Eurodollar Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender which includes Eurodollar
Loans or (ii) becomes subject to restrictions on the amount of such a category
of liabilities or assets which it may hold, then, if such Lender so elects by
notice to the Borrowers (with a copy to the Administrative Agent), the
obligation of such Lender to make or Continue making, or Convert Base Rate Loans
into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change
ceases to be in effect (in which case the provisions of Section 4.4 hereof shall
be applicable).

     (c) Determinations and allocations by any Lender for purposes of this
Section 4.1 of the effect of any Regulatory Change on its costs of maintaining
its obligation to make Loans or of making or maintaining Loans or on amounts
receivable by it in respect of Loans and of the additional amounts required to
compensate such Lender in respect of


                                       46
<PAGE>

any Additional Costs, shall be conclusive in the absence of manifest error,
provided that such determinations and allocations are made on a reasonable
basis.

     Section 4.2 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if with respect to any Eurodollar Loans:

     (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that quotations of interest rates for the
relevant deposits referred to in the definition of "Eurodollar Rate" in Section
1.1 hereof are not being provided in the relative amounts or for the relative
maturities for purposes of determining the rate of interest for such Loans as
provided in this Agreement; or

     (b) the Required Lenders determine (which determination shall be conclusive
absent manifest error) and notify the Administrative Agent that the relevant
rates of interest referred to in the definition of "Eurodollar Rate" or
"Adjusted Eurodollar Rate" in Section 1.1 hereof on the basis of which the rate
of interest for such Loans is to be determined do not accurately reflect the
cost to the Lenders of making or maintaining such Loans;

then the Administrative Agent shall give the Borrowers prompt notice thereof
and, so long as such condition remains in effect, the Lenders shall be under no
obligation to make Eurodollar Loans or to Convert Base Rate Loans into
Eurodollar Loans and the Borrowers shall, on the last day(s) of the then current
Interest Period(s) for the outstanding Eurodollar Loans, either prepay such
Loans or Convert such Loans into Base Rate Loans in accordance with the terms of
this Agreement.

     Section 4.3 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to (a) honor its obligation to make Eurodollar Loans
or (b) maintain Eurodollar Loans, then such Lender shall promptly notify the
Borrowers (with a copy to the Administrative Agent) thereof and such Lender's
obligation to make or maintain Eurodollar Loans and to Convert Base Rate Loans
into Eurodollar Loans hereunder shall be suspended until such time as such
Lender may again make and maintain Eurodollar Loans (in which case the
provisions of Section 4.4 hereof shall be applicable).

     Section 4.4 Treatment of Affected Loans. If the obligation of any Lender to
make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans is
suspended pursuant to Section 4.1 or 4.3 hereof, such Lender's Eurodollar Loans
shall be automatically Converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for the Eurodollar Loans (or on such earlier
date as such Lender may specify to the Borrowers with a copy to the
Administrative Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 4.1 or 4.3 hereof which gave
rise to such Conversion no longer exist:



                                       47
<PAGE>

     (a) to the extent that such Lender's Eurodollar Loans have been so
Converted, all payments and prepayments of principal which would otherwise be
applied to such Lender's Eurodollar Loans shall be applied instead to its Base
Rate Loans; and

     (b) all Loans which would otherwise be made or Continued by such Lender as
Eurodollar Loans shall be made as or Converted into Base Rate Loans and all
Loans of such Lender which would otherwise be Converted into Eurodollar Loans
shall be Converted instead into (or shall remain as) Base Rate Loans. If such
Lender gives notice to the Borrowers that the circumstances specified in Section
4.1 or 4.3 hereof which gave rise to the Conversion of such Lender's Eurodollar
Loans pursuant to this Section 4.4 no longer exist (which such Lender agrees to
do promptly upon such circumstances ceasing to exist) at a time when Eurodollar
Loans are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by
such Lender are held pro rata (as to principal amounts, Types and Interest
Periods) in accordance with their respective Commitments.

     Section 4.5 Compensation. The Borrowers shall pay to the Administrative
Agent for the account of each Lender, promptly upon the request of such Lender
through the Administrative Agent, such amount or amounts as shall be sufficient
(in the reasonable opinion of such Lender) to compensate it for any loss, cost
or expense incurred by it as a result of:

     (a) Any payment, prepayment or Conversion of a Eurodollar Loan for any
reason (including, without limitation, the acceleration of the outstanding Loans
pursuant to Section 11.2) on a date other than the last day of an Interest
Period for such Loan; or

     (b) Any failure by the Borrowers for any reason (including, without
limitation, the failure of any conditions precedent specified in Article 6 to be
satisfied) to borrow, Convert or prepay a Eurodollar Loan on the date for such
borrowing, Conversion or prepayment specified in the relevant notice of
borrowing, prepayment or Conversion under this Agreement.

     Section 4.6 Capital Adequacy. If, after the Closing Date, any Lender shall
have determined that the adoption or implementation of any applicable law, rule
or regulation regarding capital adequacy (including, without limitation, any
law, rule or regulation implementing the Basle Accord), or any change therein,
or any change in the interpretation or administration thereof by any central
bank or other Governmental Authority charged with the interpretation or
administration thereof, or compliance by such Lender (or its parent) with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any central bank or other Governmental Authority
(including, without limitation, any guideline or other requirement implementing
the Basle Accord), has or would have the effect of reducing the rate of return
on such Lender's (or its parent's) capital as a consequence of its obligations
hereunder or the transactions contemplated hereby to a level below that which

                                       48
<PAGE>

such Lender (or its parent) could have achieved but for such adoption,
implementation, change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount reasonably deemed by
such Lender to be material, then from time to time, within ten Business Days
after demand by such Lender (with a copy to the Administrative Agent), the
Borrowers shall pay to such Lender such additional amount or amounts as will
compensate such Lender (or its parent) for such reduction. A certificate of such
Lender claiming compensation under this Section 4.6 and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive
absent manifest error, provided that the determination thereof is made on a
reasonable basis. In determining such amount or amounts, such Lender may use any
reasonable averaging and attribution methods.

     Section 4.7 Additional Interest on Eurodollar Loans. Without duplication of
Section 2.4 or amounts directly included in the definition of the term "Adjusted
Eurodollar Rate", the Borrowers shall pay, directly to each Lender from time to
time, additional interest on the unpaid principal amount of each Eurodollar Loan
held by such Lender, from the date of the making of such Eurodollar Loan until
such principal amount is paid in full, at an interest rate per annum determined
by such Lender in good faith equal to the positive remainder (if any) of (a) the
Adjusted Eurodollar Rate applicable to such Eurodollar Loan minus (b) the
Eurodollar Rate applicable to such Eurodollar Loan. Each payment of additional
interest pursuant to this Section 4.7 shall be payable by the Borrowers on each
date upon which interest is payable on such Eurodollar Loan pursuant to Section
2.4(b); provided, however, that the Borrowers shall not be obligated to make any
such payment of additional interest until the first Business Day after the date
when the Borrowers have been informed (i) that such Lender is subject to a
Reserve Requirement and (ii) of the amount of such Reserve Requirement (after
which time the Borrowers shall be obligated to make all such payments of
additional interest, including, without limitation, such payment of additional
interest that otherwise would have been payable by the Borrowers on or prior to
such time had the Borrowers been earlier informed).

                                    ARTICLE 5

                                    Security

     Section 5.1 Collateral. To secure the full and complete payment and
performance of the Obligations, the Borrowers will, and will cause each of the
Subsidiaries of the Borrowers to, grant to the Administrative Agent for the
benefit of the Administrative Agent and the Lenders a perfected, first priority
Lien on all of its right, title and interest in and to the Collateral, whether
now owned or hereafter acquired, pursuant to the Security Documents, including,
without limitation, the following, whether owned as of the Closing Date or
thereafter owned or acquired:

     (a) all Capital Stock of each of the Subsidiaries of the Borrowers;



                                       49
<PAGE>

     (b) all of the Property (as such Property is more specifically described in
the Security Documents) of the Borrowers and each of the Subsidiaries of the
Borrowers, including, without limitation, the following: Investments (including
certificates of deposit); accounts; inventory (including, without limitation,
work in process); equipment; deposit accounts (including cash collateral
accounts), contract rights (including, without limitation, rights of way,
easements, leases and all related contracts); customer deposits in connection
with purchase orders; general intangibles; Mortgaged Properties; instruments;
chattel paper; Licenses; Permits; Intellectual Property; and intercompany Debt;

     (c) all Debt owed to the Borrowers or to any Subsidiary of a Borrowers; and

     (d) all cash and non-cash proceeds and products of any of the foregoing.

     Section 5.2 Guaranties. The Company will cause each of its Subsidiaries
that is not a Borrower, if any, and each Subsidiary of any Borrower other than
the Company, if any, whether owned as of the Closing Date or thereafter
organized or created, to Guarantee the payment and performance of the
Obligations pursuant to the Guaranties.

     Section 5.3 New Subsidiaries; Additional Capital Stock. Contemporaneously
with the creation or acquisition of any Subsidiary of a Borrower after the
Closing Date, such Borrower shall:

     (a) grant or cause to be granted to the Administrative Agent, for the
benefit of itself and the Lenders, a perfected, first priority security interest
in all Capital Stock of such Subsidiary owned by such Borrower or any Subsidiary
of such Borrower (to the extent such Capital Stock was not previously pledged to
the Administrative Agent);

     (b) cause each such Subsidiary to Guarantee the payment and performance of
the Obligations by executing and delivering to the Administrative Agent a
Guaranty or a joinder therein acceptable to the Administrative Agent; and

     (c) cause each such Subsidiary to execute and deliver to the Administrative
Agent a Security Agreement and such other Security Documents, in form and
substance acceptable to the Administrative Agent, as the Administrative Agent
may request to grant the Administrative Agent, for the benefit of itself and the
Lenders, a perfected, first priority Lien on all Property of such Subsidiary.

Contemporaneously with the issuance of any additional Capital Stock of any of
the Subsidiaries of a Borrower after the Closing Date, such Borrower shall, and
shall cause each of the Subsidiaries of such Borrower to, grant or cause to be
granted to the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, a perfected, first priority security interest in all Capital
Stock or other ownership interests in such Subsidiary owned by such Borrower or
any Subsidiary of such Borrower (to the extent such Capital Stock or other
ownership interests are already not so pledged to the Administrative Agent). The
Borrowers covenant that none of the Capital Stock to be pledged in accordance
with this Section 5.3 shall be subject to any transfer restriction,

                                       50
<PAGE>

shareholders' agreement or other restriction except for such restrictions under
applicable securities laws, such restrictions existing as of the Closing Date
which have been disclosed to the Administrative Agent in the Security Documents
and such restrictions, if any, as may be reasonably acceptable to the
Administrative Agent. In connection with and in addition to the foregoing, the
Borrowers shall, and shall cause each of the Subsidiaries of the Borrowers and
other appropriate Persons (as applicable) to, execute and/or deliver such
further agreements, documents and instruments (including, without limitation,
stock certificates, stock powers and financing statements) as the Administrative
Agent may reasonably request in order for it to obtain and maintain the
perfected, first priority Liens to be granted in accordance with this Section
5.3.

     Section 5.4 Mortgaged Properties; Landlord Waivers. Without limiting the
generality of the other terms and provisions of this Article 5, the Borrowers
shall, and shall cause each of the Subsidiaries of the Borrowers to, on the
Closing Date (with respect to fee real Property owned as of the Closing Date) or
contemporaneously with the acquisition of any fee real Property (with respect to
fee real Property acquired after the Closing Date), execute, acknowledge and
deliver to the Administrative Agent a Mortgage or an amendment or modification
to an existing Mortgage covering all fee real Property owned by any such Loan
Party, together with evidence in form and substance reasonably satisfactory to
the Administrative Agent and its counsel that the Mortgage creates a valid,
first priority Lien on the fee estate, in favor of the Administrative Agent for
the benefit of the Administrative Agent and the Lenders securing the payment and
performance of the Obligations (including, without limitation and if requested
by the Administrative Agent, a commitment for a mortgagee policy of title
insurance or a title opinion in favor of the Administrative Agent), and together
with current appraisals complying with all applicable regulatory requirements
and surveys certified to the Administrative Agent if requested by the
Administrative Agent. In addition, if reasonably requested by the Administrative
Agent, the Borrowers shall, and shall cause each of such Loan Parties with an
interest in such Property to, provide the Administrative Agent with a current
environmental assessment of such Property in form and substance reasonably
satisfactory to the Administrative Agent. In addition, with respect to each
lease of real Property executed by a Borrowers, such Borrower will use its
reasonable efforts to obtain waivers or subordinations of landlord's Liens from
each lessor and other agreements from such lessor and its lenders necessary or
appropriate to ensure Administrative Agent's perfected, first priority Lien on
the Collateral or Property affected thereby, the Administrative Agent's access
to such Collateral or Property and the right of the Administrative Agent, the
Lenders or their designee to succeed to the rights of the Loan Party that is the
lessee under the lease, in each case in form and substance reasonably
satisfactory to the Administrative Agent.

     Section 5.5 Further Assurances. In addition to the foregoing, the Borrowers
shall, and shall cause each of the other Loan Parties and other appropriate
Persons (as applicable) to, execute and/or deliver such further agreements,
documents and instruments (including, without limitation, financing statements)
as the Administrative Agent may reasonably request in order for it to obtain and
maintain the perfected, first priority Liens to be granted in accordance with
this Article 5.



                                       51
<PAGE>

     Section 5.6 Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time,
without notice to the Borrowers, to set off and apply any and all deposits
(general or special, time or demand, provisional or final excluding any trust
accounts) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of a Borrower against any and all of
the Obligations of the Borrowers now or hereafter existing under this Agreement,
such Lender's Note or any other Loan Document, irrespective of whether or not
the Administrative Agent or such Lender shall have made any demand under this
Agreement, such Lender's Note or any such other Loan Document and although such
Obligations may be unmatured. Each Lender agrees promptly to notify the
Borrowers (with a copy to the Administrative Agent) after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application. The rights and remedies of each Lender
hereunder are in addition to other rights and remedies (including, without
limitation, other rights of setoff) which such Lender may have.

                                    ARTICLE 6

                              Conditions Precedent

     Section 6.1 Initial Extension of Credit. The obligation of each Lender to
make its initial Loan under this Agreement is subject to the receipt by the
Administrative Agent, on or before the Closing Date or the Initial Funding Date,
of all of the following in form and substance satisfactory to the Administrative
Agent and, in the case of actions to be taken, the taking of the following
required actions and evidence that such actions have been taken to the
satisfaction of the Administrative Agent:

     (a) Resolutions. Resolutions of the board of directors or equivalent
governing body (as applicable) certified by the Secretary or an Assistant
Secretary or equivalent officer or representative of each Loan Party which
authorize the execution, delivery and performance by such Loan Party of the Loan
Documents to which it is or is to be a party;

     (b) Incumbency Certificate. A certificate of incumbency certified by the
Secretary or an Assistant Secretary (or other analogous officer) of each Loan
Party certifying as to the name of each officer or other representative of such
Loan Party (i) who is authorized to sign the Loan Documents to which it is or is
to be a party (including any certificates contemplated therein), together with
specimen signatures of each such officer or other representative, and (ii) who
will, until replaced by other officers or representatives duly authorized for
that purpose, act as its representative for the purposes of signing documents
and giving notices and other communications in connection with the Loan
Documents and the transactions contemplated thereby;

     (c) Articles of Incorporation. The articles of incorporation or other
analogous constitutional documents of each Loan Party certified by the Secretary
of State or other


                                       52
<PAGE>

applicable Governmental Authority of the state of incorporation of such
corporation and dated as of a Current Date;

     (d) Bylaws. The bylaws or other analogous constitutional documents of each
Loan Party certified by its Secretary or an Assistant Secretary (or other
analogous officer or representative);

     (e) Governmental Certificates. Certificates of appropriate officials as to
the existence and good standing of each of the Loan Parties in its jurisdiction
of incorporation or organization and in all jurisdictions in which such Loan
Party is qualified or is required to qualify to do business as a foreign entity,
each such certificate to be dated as of a Current Date;

     (f) Notes. The Notes duly completed and executed by the Borrowers (one
payable to the order of each Lender with respect to each of its Term Loans
Facility Share and Revolving Loans Commitment);

     (g) Security Agreements and Other Security Documents. Security Agreements
and other Security Documents executed by each of the Loan Parties pertaining to
the Collateral owned by such Loan Party or in which such Loan Party has rights
sufficient to create a Lien (one such Security Agreement executed by each such
Loan Party) together with all related financing statements and other filings,
consents to collateral assignments from all parties to all Material Contracts
included as part of the Collateral in form and substance acceptable to the
Administrative Agent (to the extent such consents may be obtained through
reasonable efforts of the Borrowers), delivery of all pledged Capital Stock and
instruments evidencing such Capital Stock together with appropriate stock powers
and endorsements and, with respect to each existing lease of real Property where
Collateral is located, waivers or subordinations of landlord's Liens from each
lessor and other agreements from such lessor and its lenders necessary or
appropriate to ensure Administrative Agent's perfected, first priority Lien on
the Collateral or Property affected thereby, the Administrative Agent's access
to such Collateral or Property and the right of the Administrative Agent, the
Lenders or their designee to succeed to the rights of the Loan Party that is the
lessee under the lease, in each case in form and substance satisfactory to the
Administrative Agent (to the extent such waivers, subordinations or consents may
be obtained through reasonable efforts of the Borrowers);

     (h) Mortgages, etc. Mortgages executed by each of the Loan Parties
pertaining to the real Property Collateral owned by such Loan Party (one
Mortgage executed by each such Loan Party) and, with respect to each tract of
such real Property, a mortgagee policy of title insurance insuring the first
Lien status of each such Mortgage, a current survey certified to the
Administrative Agent and the Lenders, an appraisal complying with all applicable
regulatory requirements, and an environmental survey acceptable to the
Administrative Agent;



                                       53
<PAGE>

     (i) Insurance Certificates and Policies. Certificates evidencing all
insurance policies required by this Agreement and the other Loan Documents and,
if requested by the Administrative Agent, copies of all such insurance policies;

     (j) Lien Searches. Lien searches in the name of each of the Loan Parties
(and in all names under which any of them has done business within the last five
years) in each jurisdiction where such Loan Party maintains an office or has
Property, showing no financing statements or other Lien instruments of record
affecting the Collateral except for Permitted Liens and Liens being released
prior to or concurrently with the making of the initial Loan;

     (k) Payment of Fees and Expenses. The Borrowers shall have paid all fees
due on or before the Closing Date as specified in this Agreement or in the
Agent's Letter;

     (l) Compliance with Laws. The Borrowers and the other Loan Parties shall
have complied in all material respects with all Governmental Requirements
necessary to execute and deliver this Agreement and the other Loan Documents and
to perform and consummate the transactions contemplated by this Agreement and
the other Loan Documents;

     (m) No Prohibitions. No Governmental Requirement shall prohibit the
execution or delivery of this Agreement or any other Loan Document or the
performance or consummation of the transactions contemplated by this Agreement
or any other Loan Document, and no order, judgment or decree of any Governmental
Authority or arbitrator shall, and no litigation or other proceeding shall be
pending or to the Borrowers' knowledge, threatened which would, enjoin,
prohibit, restrain or otherwise adversely affect in any material manner the
execution or delivery of this Agreement or any other Loan Document or the
performance or consummation of the transactions contemplated by this Agreement
or any other Loan Document or otherwise have a Material Adverse Effect;

     (n) Financial Statements. Copies of each of the financial statements
referred to in Section 7.2;

     (o) Opinions of Counsel. Favorable legal opinions of counsel for the Loan
Parties, in form and substance and issued by law firms satisfactory to the
Administrative Agent, with respect to the Loan Parties and with respect to the
Loan Documents;

     (p) Legal Matters and Loan Documents. All matters of a legal nature
relating to the Borrowers and the other Loan Parties and this Agreement and the
other Loan Documents and involving not less than $50,000, shall be reasonably
satisfactory to the Administrative Agent and its counsel, and the Administrative
Agent shall have received all such other agreements, documents and instruments,
each in form and substance and executed and delivered by all parties, as the
Administrative Agent may have reasonably requested to receive;



                                       54
<PAGE>

     (q) Material Contracts. A true and correct and fully executed copy of each
of the Material Contracts in existence as of the Closing Date or the Initial
Funding Date, in form and substance satisfactory to the Administrative Agent;

     (r) Permits. Copies of all material Licenses or Permits materially
affecting any Loan Party in connection with its businesses or any of the
Properties owned or leased by it and in connection with its businesses to be
conducted and Properties to be owned or leased, and evidence satisfactory to the
Administrative Agent that the Borrowers and each other Loan Party is able to
conduct its businesses as currently conducted and as to be conducted with the
use of such material Licenses and Permits in full force and effect; and the
Administrative Agent shall be satisfied that (i) the Borrowers and each other
Loan Party has the exclusive, unrestricted right to use each of such material
Licenses and Permits pursuant to license agreements or other agreements,
documents or instruments in form and substance reasonably satisfactory to the
Administrative Agent and (ii) the Borrowers and each other Loan Party has
materially complied with all initial and on-going conditions of the issuance and
use of all such material Licenses and Permits and all other terms and provisions
thereof;

     (s) Waivers and Consents. To the extent not referred to in clause (g)
preceding, copies of all material waivers and consents necessary for the
execution, delivery and performance by each of the Loan Parties of the Loan
Documents to which it is a party as the Administrative Agent may require and the
grant of a security interest in each Material Contract of each Loan Party, which
waivers and consents shall be certified by a Responsible Officer of the
Borrowers as true and correct copies of such consents as of the Closing Date or
the Initial Funding Date;

     (t) Regulatory Approvals. Evidence satisfactory to the Administrative Agent
that all filings, consents or approvals with or of Governmental Authorities
necessary to execute and deliver this Agreement and the other Loan Documents and
to perform and consummate the transactions contemplated by the Loan Documents
have been made and obtained, as applicable;

     (u) No Material Adverse Change. As of the Closing Date and the Initial
Funding Date, (i) no material adverse change shall have occurred with respect to
the business, assets, financial condition, results of operations, operations,
capitalization, indebtedness, liabilities, obligations, profitability or
prospects or Properties or of the general affairs or management of the Company
and its Subsidiaries, taken as a whole, or of any Borrower individually, in each
case since December 31, 1998, (ii) no disruption or adverse change in the
capital markets generally or in the market for loan syndications in particular
shall have occurred since December 31, 1998, which disruption or adverse change
is deemed material in the judgment of the Administrative Agent, and (iii) the
Administrative Agent shall be satisfied that the financial performance of the
Company and its Subsidiaries to the Closing Date and the Initial Funding Date is
not materially different from the financial projections for such Person(s)
through the Closing Date and the Initial Funding Date that were previously
submitted to the Administrative Agent;



                                       55
<PAGE>

     (v) Solvency. A certificate from each of the Loan Parties certifying that
each of the Loan Parties is Solvent (giving effect to any contributions made, or
available to be made from the financial resources of the Company, by the Company
to such Loan Party or contribution agreements between the Company and such Loan
Party);

     (w) Collateral Audit. The Administrative Agent shall have completed, within
60 days of the date of this Agreement, its audit of the Collateral and business
systems of the Borrowers and the Subsidiaries of the Borrowers and the results
of such audit shall be satisfactory to the Lenders; and

     (x) References from Strategic Partners. The Administrative Agent shall have
undertaken and completed due diligence reference checks with the strategic
partners of the Borrowers and the results of such due diligence reference checks
shall be satisfactory to the Lenders or the Administrative Agent shall have
determined, in its sole discretion, not to conduct such due diligence reference
checks.

The Borrowers shall deliver, or cause to be delivered, to the Administrative
Agent sufficient counterparts of each agreement, document or instrument to be
received by the Administrative Agent under this Section 6.1 to permit the
Administrative Agent to distribute a copy of the same to each of the Lenders.
After the request of the Borrowers, the Administrative Agent shall inform the
Borrowers in writing as to the status of satisfaction of the conditions
precedent set forth in this Section 6.1. In the event that all conditions
precedent to the Initial Funding Date have not been satisfied on or prior to
August 29, 1999, the Lenders may terminate the Commitments by written notice to
the Borrowers.

     Section 6.2 All Extensions of Credit. The obligation of each Lender to make
any Loan (including the initial Loan) under this Agreement is subject to the
continued satisfaction of each of the conditions precedent set forth in Section
6.1 and each of the following additional conditions precedent:

     (a) No Default or Material Adverse Effect. No Default or Material Adverse
Effect shall have occurred and be continuing, or would result from such Loan;

     (b) Representations and Warranties. All of the representations and
warranties of the Borrowers and the other Loan Parties contained in this
Agreement and in the other Loan Documents shall be true and correct on and as of
the date of such Loan with the same force and effect as if such representations
and warranties had been made on and as of such date unless they relate solely to
an earlier date;

     (c) Senior Debt Ratio. Unless the Advance is requested during a period in
which the availability of the Revolving Loans is subject to the Borrowing Base
in accordance with Section 2.1(c) above, after giving effect to the requested
Advance, the ratio of Senior Debt on such date to EBITDA for the preceding
twelve (12) fiscal months then ended does not exceed 3.00 to 1.00;



                                       56
<PAGE>

     (d) Borrowing Base. If the Advance is requested during a period in which
the availability of the Revolving Loans is subject to the Borrowing Base in
accordance with Section 2.1(c) above, after giving effect to the requested
Advance, the aggregate amount of Revolving Loans does not exceed the Borrowing
Base;

     (e) Use of Proceeds. The Borrowers shall have certified to the
Administrative Agent that all proceeds of the Loans then being made by the
Lenders are, concurrently with the making of such Loans, being used by the
Borrowers for the purposes specified in Section 2.10;

     (f) Full Disclosure. Neither the Borrowers nor any other Loan Party has
failed to disclose to the Administrative Agent or any Lender any material fact
with respect to its business or its financial condition (including any
contingent liabilities), or has failed to disclose any information, the absence
of which makes any information previously disclosed to the Administrative Agent
or any Lender materially misleading; and

     (g) Additional Documentation. The Administrative Agent shall have received
such additional approvals, agreements, documents and instruments as the
Administrative Agent may reasonably request.

Each notice of borrowing by the Borrowers hereunder shall constitute a
representation and warranty by the Borrowers that the conditions precedent set
forth in this Section 6.2 have been satisfied (both as of the date of such
notice and, unless the Borrowers otherwise notifies the Administrative Agent
prior to the date of such borrowing, as of the date of such borrowing).

     Section 6.3 All Term Loans. The obligation of each Term Loans Lender to
make any Term Loan to finance a Permitted Acquisition under this Agreement is
subject to the continued satisfaction of each of the conditions precedent set
forth in Section 6.1, the satisfaction of each of the conditions precedent set
forth in Section 6.2 and each of the following additional conditions precedent:

     (a) Notice of Proposed Acquisition. The Borrowers shall have given the
Administrative Agent not less than 45 days prior written notice of the proposed
acquisition (25 days in the case of a proposed acquisition involving a purchase
price of less than $8,000,000) and shall have provided the Administrative Agent
with such due diligence and other materials necessary to permit the Term Loans
Lenders to evaluate the acquisition, including such information as the
Administrative Agent or any Term Loans Lender may request;

     (b) Permitted Acquisition. The acquisition shall constitute a Permitted
Acquisition; provided, that the limitation on total consideration for the
acquisition set forth in clause (e) of the definition of "Permitted Acquisition"
shall not apply to acquisitions approved by the Required Term Loans Lenders and
financed with Term Loans; and



                                       57
<PAGE>

     (c) Approval by Required Term Loans Lenders. The financing of the proposed
acquisition through Advances of Term Loans shall be approved by the Required
Term Loans Lenders.

     Section 6.4 Closing Certificates. The Borrowers shall, concurrently with
the Closing Date and the Initial Funding Date (with respect to the conditions
precedent set forth in Section 6.1) and concurrently with the date of the making
of each other Loan if requested by the Administrative Agent, execute and deliver
to the Administrative Agent a certificate in form and substance satisfactory to
the Administrative Agent certifying as to the satisfaction of each of the
conditions precedent set forth in this Article 6 which are required to be
satisfied on or before such date (without regard to whether such matters are, in
fact, satisfactory to the Administrative Agent to the extent that such
satisfaction is required hereunder).


                                    ARTICLE 7

                         Representations and Warranties

     The Borrowers represent and warrant to the Administrative Agent and the
Lenders that the following statements are and, after giving effect to the
funding of the initial Loans on the Initial Funding Date, will be true, correct
and complete:

     Section 7.1 Existence. Each Loan Party (a) is a corporation (or other
entity) duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation (or organization), (b) has all requisite
power and authority to own its Properties and carry on its business as now
conducted, and (c) is qualified to do business in all jurisdictions in which the
nature of its business makes such qualification necessary and where failure to
so qualify would have a Material Adverse Effect. Each of the Loan Parties has
the power and authority and legal right to execute, deliver and perform its
obligations under the Loan Documents to which it is or may become a party.

     Section 7.2 Financial Statements.

     (a) The Company has delivered to the Administrative Agent and the Lenders
(i) the audited consolidated and consolidating financial statements (including
balance sheet and statements of income or operations, shareholders' equity and
cash flows) of the Company and its Consolidated Subsidiaries as of and for the
fiscal year ended December 31, 1998 and (ii) an unaudited pro forma balance
sheet of the Company and its Consolidated Subsidiaries dated as of the Initial
Funding Date which gives effect to the initial Loans made on the Initial Funding
Date and the other transactions to occur on such date. All financial statements
required to be delivered to the Administrative Agent in accordance with this
Agreement (including, without limitation, those referred to in the immediately
preceding sentence) are or will be when delivered (as applicable) true and
correct, have been or will be (as applicable) prepared in accordance with GAAP
and


                                       58
<PAGE>

fairly and accurately present or will fairly and accurately present (as
applicable), on a consolidated and consolidating (where applicable) basis, the
financial condition of the Company and its Consolidated Subsidiaries as of such
dates and the results of operations for the respective periods indicated
therein. There has not been, as of the Closing Date and the Initial Funding
Date, any material adverse change in the financial condition, results of
operations, businesses, operations, Properties, capitalization, assets,
liabilities or prospects of the Company and its Subsidiaries taken as a whole,
or of any Borrower on an individual basis, since December 31, 1998.

     Section 7.3 Corporate Action; No Breach. The execution, delivery and
performance by each of the Loan Parties of the Loan Documents to which it is or
may become a party and compliance with the terms and provisions hereof and
thereof have been duly authorized by all requisite entity action and do not and
will not (a) violate or conflict with, or result in a breach of, or require any
consent under (i) the articles of incorporation, articles of organization,
bylaws, regulations or other constitutional documents of such Loan Party, (ii)
any Governmental Requirement or any order, writ, injunction or decree of any
Governmental Authority or arbitrator, or (iii) any material agreement, document
or instrument to which any Loan Party is a party or by which any Loan Party or
any of its Property is bound or subject, or (b) constitute a default under any
such material agreement, document or instrument, or result in the creation or
imposition of any Lien (except a Lien in favor of the Administrative Agent for
and on behalf of the Lenders under the Security Documents as provided in Article
5) upon any of the revenues or Property of any Loan Party.

     Section 7.4 Operation of Business; Licenses and Permits. Each Loan Party
(a) possesses all material Licenses, Permits, franchises and authorizations
necessary or appropriate to conduct its businesses substantially as now
conducted and as to be conducted, and (b) has complied with all initial and
on-going conditions to the issuance and use of all such Licenses, Permits,
franchises and authorizations, except where failure to comply could not
reasonably be expected to have a Material Adverse Effect. None of such Persons
is in violation of any such material Licenses, Permits, franchises or
authorizations which could be expected to result in any termination or cessation
thereof. All of such material Licenses, Permits, franchises and authorizations
required by any Governmental Requirement or issued by any Governmental Authority
as of the Closing Date and the Initial Funding Date are summarized by category
or type, as relevant to the operation of each Loan Party, on Schedule 7.4. Such
Licenses and Permits set forth on Schedule 7.4 have been duly issued by the
appropriate Governmental Authority (as applicable) and are in full force and
effect, and all provisions of such Licenses and Permits have been complied with
in all material respects. As of the Closing Date and the Initial Funding Date,
no such License or Permit is subject to any pending or, to the knowledge of the
Borrowers, threatened revocation or termination proceeding or action.

     Section 7.5 Intellectual Property. The Intellectual Property owned or used
by each Loan Party in the operation of its business is set forth on Schedule
7.5. Each Loan Party owns or possesses (or will be licensed or have the full
right to use) all Intellectual Property which is necessary or appropriate for
the operation of its businesses as presently


                                       59
<PAGE>

conducted and as proposed to be conducted, without any known conflict with the
rights of others. The consummation of the transactions contemplated by this
Agreement and the other Loan Documents will not materially alter or impair,
individually or in the aggregate, any of such rights of such Persons. No product
or service of any Loan Party infringes upon any Intellectual Property of any
other Person, and no claim or litigation is pending or, to the knowledge of the
Borrowers, threatened against any such Person contesting its right to sell or
otherwise use any product or material or service which could reasonably be
expected to have a Material Adverse Effect. There is no violation by any Loan
Party of any right of such Person with respect to any material Intellectual
Property owned or used by such Person.

     Section 7.6 Litigation and Judgments. Each material action, suit,
investigation or proceeding before or by any Governmental Authority or
arbitrator pending or, to the knowledge of the Borrowers, threatened against or
affecting any Loan Party, or that relates to any of the Loan Documents as of the
Closing Date and the Initial Funding Date, is disclosed on Schedule 7.6. None of
such actions, suits, investigations or proceedings could, if adversely
determined, reasonably be expected to have a Material Adverse Effect. Except as
may be disclosed on Schedule 7.6, as of the Closing Date and the Initial Funding
Date, there are no outstanding judgments against any Loan Party. No Loan Party
has received any opinion or memorandum or legal advice from legal counsel to the
effect that it is exposed to any liability or disadvantage that could reasonably
be expected to have a Material Adverse Effect.

     Section 7.7 Rights in Properties; Liens. Except as disclosed on Schedule
7.7, none of the Loan Parties owns any right, title or interest in any real
Property. Each Loan Party has good and marketable title to or, with respect to
leasehold interests, valid leasehold interests in all of its material Properties
and assets, real and personal, including the material Properties, assets and
leasehold interests reflected in the financial statements described in Section
7.2(a), except where failure to have good and marketable title or valid
leasehold interests could not reasonably be expected to have a Material Adverse
Effect, and none of the Properties or leasehold interests of any of the Loan
Parties is subject to any Lien, except Permitted Liens. No Loan Party has
granted or voluntarily allowed or permitted to exist any Lien to or in favor of
any Person (other than the Administrative Agent for and on behalf of the Lenders
as security for the Obligations) which attaches or relates to any of the
Collateral and the Liens on the Collateral in favor of the Administrative Agent
are perfected, first priority Liens.

     Section 7.8 Enforceability. The Loan Documents have been duly and validly
executed and delivered by each of the Loan Parties that is a party thereto, and
such Loan Documents constitute the legal, valid and binding obligations of such
Persons, enforceable against each such Person in accordance with their
respective terms, except as limited by bankruptcy, insolvency or other laws of
general application relating to the enforcement of creditors' rights and general
principles of equity.

     Section 7.9 Approvals. No authorization, approval or consent of, and no
filing or registration with or notice to, any Governmental Authority or third
party is or will be


                                       60
<PAGE>

necessary for the execution, delivery or performance by any Loan Party of any of
the Loan Documents or any of the Material Contracts to which it is or will be a
party or for the validity or enforceability thereof, except for such consents,
approvals and filings as have been validly obtained or made and are in full
force and effect. The consummation of the transactions contemplated by the Loan
Documents and the Material Contracts does not require the consent or approval of
any other Person, except such consents and approvals (a) as have been validly
obtained and are in full force and effect or (b) as to which the failure to
obtain is not, individually or in the aggregate, material. No Loan Party has
failed to obtain any material consent, approval, License, Permit, franchise or
other authorization of any Governmental Authority necessary for the ownership or
use of any of its Properties and the conduct of its business.

     Section 7.10 Debt. As of the Closing Date and the Initial Funding Date, the
Borrowers do not have any Debt other than (a) the Obligations, and (b) the Debt
disclosed on Schedule 7.10 hereto.

     Section 7.11 Taxes. Each of the Loan Parties has filed (a) all income tax
returns (federal, state and local) and any material reports required to be filed
including all income, franchise, employment, Property and sales tax returns, and
(b) all other material tax returns and reports required to be filed except where
failure to file could not reasonably be expected to have a Material Adverse
Effect, and has paid all federal and other material taxes (shown on such returns
or reports to be due and payable), assessments, fees and other governmental
charges levied or imposed upon it or its Properties, income or assets otherwise
due and payable before they become delinquent, except those which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP and no notice of Lien has
been filed or recorded. There is no proposed tax assessment against any Loan
Party which could, if the assessment were made, reasonably be expected to have a
Material Adverse Effect.

     Section 7.12 Margin Securities. None of the Loan Parties is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulations T, U or X of the Board of Governors of the Federal
Reserve System), and no part of the proceeds of any Loan will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying margin stock.

     Section 7.13 ERISA. None of the Loan Parties or any ERISA Affiliate
maintains or contributes to, or has any obligation under, any Pension Plan other
than the Pension Plans identified on Schedule 7.13. Each Plan of the Loan
Parties is in compliance in all material respects with all applicable provisions
of ERISA and the Code. Neither a Reportable Event nor a Prohibited Transaction
has occurred within the last 60 months with respect to any Plan that could
reasonably be expected have a Material Adverse Effect. No notice of intent to
terminate a Pension Plan has been filed, nor has any Pension Plan been
terminated. No circumstances exist which constitute grounds entitling the PBGC
to institute proceedings to terminate, or appoint a trustee to


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<PAGE>

administer, a Pension Plan, nor has the PBGC instituted any such proceedings.
None of the Loan Parties or any ERISA Affiliate has completely or partially
withdrawn from a Multiemployer Plan. Each Loan Party and each ERISA Affiliate
have met their minimum funding requirements under ERISA and the Code or with
respect to all of their Pension Plans subject to such requirements, and, as of
the Closing Date and the Initial Funding Date except as specified on Schedule
7.13, the present value of all vested benefits under each funded Plan (exclusive
of any Multiemployer Plan) does not and will not exceed the fair market value of
all such Plan assets allocable to such benefits, as determined on the most
recent valuation date of such Plan and in accordance with ERISA. None of the
Loan Parties or any ERISA Affiliate has incurred any liability to the PBGC under
ERISA. No litigation is pending or, to the Borrowers' knowledge, threatened
concerning or involving any Plan that could reasonably be expected to have a
Material Adverse Effect. There are no unfunded or unreserved liabilities (on
either a going-concern basis or a wind-up basis) relating to any Plan that
could, individually or in the aggregate, have a Material Adverse Effect if a
Borrower was required to fund or reserve such liability in full. As of the
Closing Date and the Initial Funding Date, no funding waivers have been or will
have been requested or granted under Section 412 of the Code with respect to any
Plan. No unfunded or unreserved liability for benefits under any Plan or Plans
(exclusive of any Multiemployer Plans) exceeds $500,000, with respect to any
such Plan, or $500,000 with respect to all such Plans, in the aggregate as of
the Closing Date and the Initial Funding Date, on either a going-concern basis
or a wind-up basis.

     Section 7.14 Disclosure. No written statement, information, report,
representation or warranty made by any Loan Party in any Loan Document or
furnished to the Administrative Agent or any Lender by or on behalf of any Loan
Party in connection with the Loan Documents or any transaction contemplated
hereby or thereby contains any untrue statement of a material fact or omits to
state any material fact necessary to make the statements herein or therein, in
light of the circumstances in which made, not misleading. There is no fact known
to the Borrowers which has had a Material Adverse Effect, and there is no fact
known to the Borrowers which might in the future have a Material Adverse Effect
except as may have been disclosed in writing to the Administrative Agent.

     Section 7.15 Loan Parties. Schedule 7.15 attached hereto contains, as of
the Closing Date and the Initial Funding Date, complete and accurate information
regarding (a) the identities of each of the Subsidiaries of the Borrowers, (b)
the number of issued and outstanding shares of each class of Capital Stock
issued by the Borrowers and each of its Subsidiaries and the identities of, and
number and percentage of each of such shares held by, the owner(s) (both of
record and beneficially) of such Capital Stock and (c) the jurisdiction of
incorporation or other organization of each Loan Party.

     Section 7.16 Compliance with Laws. None of the Loan Parties is in violation
of any Governmental Requirement, except for instances of non-compliance that
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.



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<PAGE>

     Section 7.17 Investment Company Act. No Loan Party is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     Section 7.18 Public Utility Holding Company Act. No Loan Party is a
"holding company" or a "subsidiary company" of a "holding company" or an
"affiliate" of a "holding company" or a "public utility" within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

     Section 7.19 Environmental Matters

     (a) Except for instances of noncompliance with or exceptions to any of the
following representations and warranties that could not have, individually or in
the aggregate, a Material Adverse Effect:

          (i) Each Loan Party and all of its respective Properties and
     operations are in full compliance with all Environmental Laws. No Borrower
     is not aware of, and no Loan Party has received written notice of, any
     past, present or future conditions, events, activities, practices or
     incidents which may interfere with or prevent the compliance or continued
     compliance by such Loan Party with all Environmental Laws;

          (ii) Each Loan Party has obtained all Permits that are required under
     applicable Environmental Laws, and all such Permits are in good standing
     and all such Persons are in compliance with all of the terms and conditions
     thereof;

          (iii) No Hazardous Materials exist on, about or within or have been
     (to the knowledge of the Borrowers) or are being used, generated, stored,
     transported, disposed of on or Released from any of the Properties of any
     Loan Party except in compliance with applicable Environmental Laws. The use
     which each Loan Party makes and intends to make of its respective
     Properties will not result in the use, generation, storage, transportation,
     accumulation, disposal or Release of any Hazardous Material on, in or from
     any of their currently owned Properties except in compliance with
     applicable Environmental Laws;

          (iv) There are no conditions or circumstances associated with the
     currently owned or leased Properties or operations of any Loan Party that
     could reasonably be expected to give rise to any Environmental Liabilities
     or claims resulting in any Environmental Liabilities;

          (v) None of the Loan Parties and none of their respective currently or
     previously owned or leased Properties or operations are subject to any
     outstanding or, to the knowledge of the Borrowers, threatened order from or
     agreement with any Governmental Authority or other Person or subject to any
     judicial or administrative proceeding with respect to (A) any failure to
     comply with Environmental Laws, (B) any Remedial Action, or (C) any
     Environmental Liabilities;



                                       63
<PAGE>

          (vi) None of the Loan Parties is subject to, or has received written
     notice of any claim from any Person alleging that it is or will be subject
     to, any Environmental Liabilities;

          (vii) None of the Properties of any of the Loan Parties is a treatment
     facility (except for the recycling of Hazardous Materials generated on-site
     and the treatment of liquid wastes subject to the Clean Water Act or other
     applicable Environmental Law for temporary storage of Hazardous Materials
     generated on-site prior to their disposal off-site) or disposal facility
     requiring a permit under the Resource Conservation and Recovery Act, 42
     U.S.C. ss. 6901 et seq., regulations thereunder or any comparable provision
     of state law. The Loan Parties are in compliance with all applicable
     financial responsibility requirements of all Environmental Laws; and

          (viii) None of the Loan Parties has failed to file any notice required
     under applicable Environmental Law reporting a Release.

     (b) No Lien arising under any Environmental Law that could have,
individually or in the aggregate, a Material Adverse Effect has attached to any
Property or revenues of any of the Loan Parties.

     Section 7.20 Year 2000 Compliance. Each Loan Party has (a) initiated a
review and assessment of all areas within its business and operations (including
those affected by suppliers and vendors) that could reasonably be expected to be
relevant to whether such Loan Party is Year 2000 Compliant, (b) developed a plan
and timeline for ensuring that it is Year 2000 Compliant on a timely basis, and
(c) to date, implemented that plan in accordance with that timetable.

     Section 7.21 Labor Disputes and Acts of God. Neither the business nor the
Properties of any of the Loan Parties are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that is having or could reasonably be
expected to have a Material Adverse Effect.

     Section 7.22 Material Contracts. Attached hereto as Schedule 7.22 is a
complete list, as of the Closing Date and the Initial Funding Date, of all
Material Contracts of each Loan Party, other than the Loan Documents. All of the
Material Contracts are in full force and effect and no Loan Party is in default
under any Material Contract and, to the knowledge of the Borrowers after due
inquiry, no other Person that is a party thereto is in default under any of the
Material Contracts. None of the Material Contracts prohibits the transactions
contemplated under the Loan Documents. Except as may be provided on Schedule
7.22, (a) each of the Material Contracts is currently in the name of a Loan
Party and (b) each of the Material Contracts (other than agreements relating to
other Debt of the Loan Parties) is assignable to the Administrative Agent as
collateral and is assignable by the Administrative Agent to a transferee if an
Event of


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<PAGE>

Default were to occur. The Borrowers have delivered to the Administrative Agent
a complete and current copy of each Material Contract (other than purchase
orders entered into in the ordinary course of business) existing on the Closing
Date and the Initial Funding Date.

     Section 7.23 Bank Accounts. As of the Closing Date and the Initial Funding
Date, Schedule 7.23 sets forth the account numbers and location of all bank
accounts (including lock box and special deposit accounts) of the Borrowers.

     Section 7.24 Outstanding Securities. All outstanding securities (as defined
in the Securities Act of 1933, as amended, or any successor thereto, and the
rules and regulations of the Securities and Exchange Commission thereunder) of
the Loan Parties have been offered, issued, sold and delivered in compliance
with all applicable Governmental Requirements.

     Section 7.25 Solvency. Each of the Loan Parties, as a separate entity, is
Solvent, both before and after giving effect to the Loans and giving effect to
any contributions made, or available to be made from the financial resources of
the Company, by the Company to such Loan Party or contribution agreements
between the Company and such Loan Party.

     Section 7.26 Employee Matters. Except as set forth on Schedule 7.26, as of
the Closing Date and the Initial Funding Date (a) neither any Loan Party nor any
of its employees is subject to any collective bargaining agreement, and (b) no
petition for certification or union election is pending with respect to the
employees of any Loan Party, and no union or collective bargaining unit has
sought such certification or recognition with respect to the employees of any
such Person. There are no strikes, slowdowns, work stoppages or controversies
pending or, to the best knowledge of the Borrowers after due inquiry, threatened
against, any Loan Party or its respective employees which could have, either
individually or in the aggregate, a Material Adverse Effect. Except as set forth
on Schedule 7.26, as of the Closing Date and the Initial Funding Date, none of
the Loan Parties is subject to an employment contract.

     Section 7.27 Insurance. Schedule 7.27 sets forth a complete and accurate
description of all policies of insurance that are in effect as of the Closing
Date and the Initial Funding Date for the Loan Parties and their Properties. To
the extent such policies have not been replaced, no notice of cancellation has
been received for such policies and the Borrowers and the owner and holder of
each such policy are in material compliance with all of the terms and conditions
of such policies.

     Section 7.28 Common Enterprise. The Borrowers and each Loan Party are
members of an affiliated group with each other such Person and are collectively
engaged in a common enterprise with one another. Each of the Loan Parties
expects to derive substantial benefit (and may reasonably be expected to derive
substantial benefit), directly and indirectly, from the Loans contemplated by
this Agreement, both in its separate capacity and as a member of an affiliated
and integrated group.



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<PAGE>

     Section 7.29 Burdensome Agreements. None of the Loan Parties is a party to
any indenture, loan agreement, credit agreement, stock purchase agreement or any
lease or other agreement, document or instrument, or subject to any charter or
corporate restriction, that is unduly and materially burdensome or that could
have a Material Adverse Effect. None of the Loan Parties is in default in any
respect in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any agreement, document or instrument
binding on it or its Properties, except for instances of noncompliance that,
individually or in the aggregate, could not have a Material Adverse Effect.


                                    ARTICLE 8

                              Affirmative Covenants

     The Borrowers covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or any Lender has any Commitment hereunder, they
will perform and observe, or cause to be performed and observed, the following
covenants:

     Section 8.1 Reporting Requirements. The Borrowers will furnish (or will
cause to be furnished) to the Administrative Agent and each Lender:

     (a) Annual Financial Statements. As soon as available, and in any event
within 90 days after the end of each fiscal year of the Company, beginning with
the fiscal year ending December 31, 1999, a copy of the Form 10-K (including all
financial statements contained therein) filed by the Company as of the end of
and for such fiscal year then ended, together with consolidating schedules for
each of the Company and its Subsidiaries (including, without limitation, the
Company) with respect to the financial statements contained therein, setting
forth in comparative form the figures for the previous fiscal year, and
accompanied by the opinion of independent certified public accountants of
recognized standing reasonably acceptable to the Administrative Agent, which
opinion shall state that such consolidated financial statements present fairly
the financial position and results of operations for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years and which
opinion shall not be qualified or limited because of a restricted or limited
examination by such accountant of any material portion of such Person's records;

     (b) Quarterly Financial Statements. As soon as available, and in any event
within 45 days after the end of each of the quarters of each fiscal year of the
Company, beginning with the fiscal quarter ending June 30, 1999, a copy of the
Form 10-Q (including all financial statements contained therein) filed by the
Company as of the end of and for such fiscal quarter then ended, together with
consolidating schedules for each of the Company and its Subsidiaries (including,
without limitation, the Company) with respect to each of the financial
statements contained therein, setting forth in comparative form the information
or figures for the corresponding period of the preceding fiscal year, and signed
by an appropriate Responsible Officer of the Company as fairly presenting, in

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<PAGE>

accordance with GAAP, the financial position and the results of operations of
the Company and its Subsidiaries (except for year-end adjustments and financial
statement footnotes required by GAAP);

     (c) Compliance Certificate. Concurrently with the delivery of each of the
financial statements referred to in Sections 8.1(a) and 8.1(b), a Compliance
Certificate of a Responsible Officer of the Borrowers substantially in the form
of Exhibit E hereto, appropriately completed, stating that, to the best of such
officer's knowledge, no Default has occurred and is continuing or, if a Default
has occurred and is continuing, stating the nature thereof and the action that
has been taken and is proposed to be taken with respect thereto;

     (d) Notice of Actions, Suits or Proceedings. Promptly after the
commencement thereof, notice of all actions, suits and proceedings before any
Governmental Authority or arbitrator affecting any Loan Party or any License or
Permit, which, if determined adversely to a Borrower or any Subsidiary of a
Borrower, could reasonably be expected to have a Material Adverse Effect;

     (e) Notice of Default, etc.. As soon as possible and in any event
immediately upon the Borrowers' knowledge of the occurrence of any Default, a
written notice setting forth the details of such Default and the action that the
Borrowers have taken and, if and to the extent known, proposes to take with
respect thereto;

     (f) ERISA Plan Reports. Promptly after the filing or receipt thereof,
copies of all material reports, including annual reports, and notices which a
Borrower or any of its ERISA Affiliates files with or receives from the PBGC or
the U.S. Department of Labor under ERISA with respect to a Pension Plan or for
which a Borrower has any potential material liability; and as soon as possible
and in any event within five days after a Borrower knows or has reason to know
that any Pension Plan is insolvent, or that any Reportable Event or Prohibited
Transaction has occurred with respect to any Plan or Multiemployer Plan, or that
the PBGC, or a Borrower or any ERISA Affiliate has instituted or will institute
proceedings under ERISA to terminate or withdraw from or reorganize any Pension
Plan, a certificate of a Responsible Officer of a Borrower setting forth the
details as to such insolvency, withdrawal, Reportable Event, Prohibited
Transaction or termination and the action that a Borrower has taken and proposes
to take with respect thereto;

     (g) Proxy Statements, Etc. As soon as available, one copy of each (if any)
financial statement, report, notice or proxy statement sent by the Company to
its stockholders or other security holders generally and one copy of each (if
any) regular, periodic or special report (including, without limitation, reports
on Form 8-K), registration statement or prospectus filed by the Company with any
securities exchange or the Securities and Exchange Commission or any successor
agency;

     (h) Insurance. Within 90 days after the end of each fiscal year of the
Borrowers, a report in form and substance reasonably satisfactory to the
Administrative


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Agent summarizing all material insurance coverage maintained by the Borrowers as
of the date of such report and all material insurance coverage planned to be
maintained by such Persons in the subsequent fiscal year;

     (i) Plan Information. From time to time, as reasonably requested by the
Administrative Agent or any Lender, such books, records and other documents
relating to any Pension Plan as the Administrative Agent or any Lender shall
specify; prior to any termination, partial termination or merger of a Pension
Plan covering employees of a Borrower or any ERISA Affiliate, or a transfer of
assets of a Pension Plan covering employees of a Borrower or any ERISA
Affiliate, written notification thereof; promptly upon a Borrower's receipt
thereof, a copy of any determination letter or advisory opinion regarding any
Pension Plan received from any Governmental Authority and any amendment or
modification thereto as may be necessary as a condition to obtaining a favorable
determination letter or advisory opinion; and promptly upon the occurrence
thereof, written notification of any action requested by any Governmental
Authority to be taken as a condition to any such determination letter or
advisory opinion;

     (j) Applicable Margin and Applicable Commitment Fee Rate Certificate.
Concurrently with the delivery of each of the financial statements referred to
in Section 8.1(b) and within 45 days after the end of each fiscal quarter of the
Company, a certificate of a Responsible Officer of the Borrowers showing in
reasonable detail the calculation of the Applicable Margin and the Applicable
Commitment Fee Rate as of the next Calculation Date;

     (k) Borrowing Base Report. At any time the availability of the Revolving
Loans is subject to the Borrowing Base, within 20 days after the end of each
calendar month, a Borrowing Base Report certified by a Responsible Officer of
the Borrowers;

     (l) Management Letters. Promptly upon each receipt thereof by any Loan
Party, a copy of any management letter or other written report submitted to such
Loan Party by independent certified public accountants with respect to the
business, condition (financial or otherwise), operations, prospects or
Properties of any Loan Party;

     (m) Reports to Other Creditors. Promptly after the furnishing thereof, a
copy of any material financial statement or other material statement or report
furnished by any Loan Party to any other party pursuant to the terms of any
indenture, loan, stock purchase or credit or similar agreement and not otherwise
required to be furnished to the Administrative Agent and the Lenders pursuant to
any other subsection of this Section 8.1;

     (n) Notice of Material Adverse Effect. Within two Business Days after the
Borrowers become aware thereof, written notice of any matter that could
reasonably be expected to have a Material Adverse Effect;

     (o) Environmental Assessments and Notices. Promptly after the receipt
thereof, a copy of each environmental assessment (including any analysis
relating thereto)


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<PAGE>

prepared with respect to any Property of any Loan Party and each notice sent by
any Governmental Authority relating to any material failure or alleged material
failure to comply with any Environmental Law or any material liability with
respect thereto;

     (p) Notices Under Material Contracts. Promptly after the receipt thereof by
a Borrower or any Subsidiary of a Borrower and promptly after the delivery
thereof by a Borrower or any Subsidiary of a Borrower, a copy of each written
notice delivered under any Material Contract, which notice (i) relates to any
alleged material default under or material noncompliance with or proposed
termination of such Material Contract or (ii) otherwise relates to any matter
under any Material Contract which could reasonably be expected to have a
Material Adverse Effect;

     (q) Accounts Receivable. As soon as available and in any event within 45
days after the end of each fiscal quarter, an aged trial balance of all
then-existing Receivables of the Borrowers, including a written explanation with
respect to any Receivable in excess of $50,000 that is more than 90 days past
due; provided, that during any period in which a Borrowing Base Report in
required to be delivered in accordance with Section 6.1(k) hereof, such aged
trial balance of Receivables shall be delivered simultaneous with each Borrowing
Base Report.

     (r) Contracts with Strategic Partners. Concurrently with the delivery of
each of the financial statements referred to in Section 8.1(a) and within 90
days after the end of each fiscal year of the Borrowers, a listing of all
Material Contracts with the strategic partners of the Borrowers, including a
description of the size, scope, pricing bases and duration of such contracts;

     (s) Annual Budget. Concurrently with the delivery of each of the financial
statements referred to in Section 8.1(a) and within 90 days after the end of
each fiscal year of the Company, an annual budget of the Company and its
Subsidiaries, including a description of significant assumptions pertinent
thereto;

     (t) Quarterly Report as to Key Business Statistics. Reports as to key
business and operational statistics of the Borrowers as the Administrative Agent
may reasonably request from time to time; and

     (u) General Information. Promptly, such other business, financial,
corporate affairs and other similar information concerning the Loan Parties
and/or the Collateral as the Administrative Agent may from time to time
reasonably request.

     Section 8.2 Maintenance of Existence; Conduct of Business. The Borrowers
will, and will cause each Loan Party to, preserve and maintain its entity
existence and all of its leases, privileges, Licenses, Permits, franchises,
qualifications, Intellectual Property, intangible Property and contract and
other rights that are necessary in the ordinary conduct of its business except
to the extent that failure to so preserve and maintain such could not reasonably
be expected to have a Material Adverse Effect. The


                                       69
<PAGE>

Borrowers will, and will cause each Loan Party to, conduct its business in an
orderly and efficient manner in accordance with good business practices.

     Section 8.3 Maintenance of Properties and Permits. The Borrowers will, and
will cause each Loan Party to, maintain, keep and preserve all of its Properties
and Permits necessary in the proper conduct of its businesses in good repair,
working order and condition (ordinary wear and tear excepted) and make all
necessary repairs, renewals and replacements and improvements thereof.

     Section 8.4 Taxes and Claims. The Borrowers will, and will cause each Loan
Party to, pay or discharge before becoming delinquent (a) all taxes, levies,
assessments and governmental charges imposed on it or its income or profits or
any of its Property and (b) all lawful claims for labor, material and supplies,
which, if unpaid, might become a Lien upon any of its Property; provided,
however, that neither the Borrowers nor any Loan Party shall be required to pay
or discharge any tax, levy, assessment or governmental charge, or claim for
labor, material or supplies, whose amount, applicability or validity is being
contested in good faith by appropriate proceedings being diligently pursued and
for which adequate reserves have been established under GAAP.

     Section 8.5 Insurance.

     (a) The Borrowers will, and will cause each Loan Party to, keep insured by
financially sound and reputable insurers all Property of a character usually
insured by responsible entities engaged in the same or a similar business
similarly situated against loss or damage of the kinds and in the amounts
customarily insured against by such corporations or entities and carry such
other insurance as is usually carried by such corporations or entities, provided
that in any event the Borrowers and the other Loan Parties will maintain:

          (i) Property Insurance. Insurance against loss or damage covering
     substantially all of the tangible real and personal Property and
     improvements of such Person by reason of any Peril (as defined below) in
     such amounts (subject to any deductibles as shall be satisfactory to the
     Administrative Agent) as shall be reasonable and customary and sufficient
     to avoid the insured named therein from becoming a co-insurer of any loss
     under such policy, but in any event in such amounts as are reasonably
     available as determined by the Borrowers' independent insurance broker
     reasonably acceptable to the Administrative Agent.

          (ii) Automobile Liability Insurance for Bodily Injury and Property
     Damage. Insurance in respect of all vehicles (whether owned, hired or
     rented by such Person) at any time located at, or used in connection with,
     its Properties or operations against liabilities for bodily injury and
     Property damage in such amounts as are then customary for vehicles used in
     connection with similar Properties and businesses, but in any event to the
     extent required by applicable law.



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<PAGE>

          (iii) Comprehensive General Liability Insurance. Insurance against
     claims for bodily injury, death or Property damage occurring on, in or
     about the Property (and adjoining streets, sidewalks and waterways) of such
     Person, in such amounts as are then customary for Property similar in use
     in the jurisdictions where such Properties are located.

          (iv) Worker's Compensation Insurance. Worker's compensation insurance
     (including employers' liability insurance) to the extent required by
     applicable law, which may be self-insurance to the extent permitted by
     applicable law.

Without limiting the generality of the foregoing, the Borrowers shall purchase
and maintain in effect all-risk, property and casualty insurance (including
casualty insurance covering earthquake and flood damage if required) reasonably
acceptable and in amounts reasonably acceptable to the Administrative Agent and
liability insurance covering the operations of the Borrowers. All insurance
shall be written by financially responsible companies selected by the applicable
Loan Party and having an A.M. Best Rating of "A-" or better and being in a
financial size category of "VI" or larger, or by other companies reasonably
acceptable to the Administrative Agent. Each policy referred to in this Section
8.5 shall name the Administrative Agent (for the benefit of itself and the other
Lenders) as loss payee (with respect to casualty insurance policies) and
additional insured (with respect to liability insurance policies) and shall
provide that it will not be canceled, amended or reduced except after not less
than 30 days' prior written notice to the Administrative Agent and shall also
provide that the interests of the Administrative Agent and the Lenders shall not
be invalidated by any act or negligence of any Loan Party. The Borrowers will
advise the Administrative Agent promptly of any policy cancellation, reduction
or material amendment. For purposes hereof, the term "Peril" shall mean,
collectively, fire, lightning, flood, windstorm, hail, explosion, riot and civil
commotion, vandalism and malicious mischief, damage from aircraft, vehicles and
smoke and other perils covered by the "all-risk" endorsement then in use in the
jurisdictions where the Properties of the Loan Parties are located.

     (b) The Borrowers will cause each Insurance Recovery (other than any
portion of an Insurance Recovery payable to a landlord to repair or replace
Property leased by the Borrowers or any of its Subsidiaries) payable by any
insurance company to be deposited promptly with the Administrative Agent as
security for the Obligations if a Default has then occurred and is continuing,
and will pay all Insurance Recoveries to the Administrative Agent for
application against the Obligations if and to the extent required in accordance
with Section 2.7(a).

     (c) If a Default shall have occurred and be continuing, the Borrowers will
cause all proceeds of insurance paid on account of the loss of or damage to any
Property of the Borrowers or any of its Subsidiaries and all awards of
compensation for any Property of a Borrower or any of its Subsidiaries taken by
condemnation or eminent domain to be paid directly to the Administrative Agent
to be applied against or held as


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security for the Obligations, at the election of the Administrative Agent and
the Required Lenders.

     Section 8.6 Inspection Rights. The Borrowers will, and will cause each of
the Loan Parties to, permit representatives and agents of the Administrative
Agent and the Lenders, during normal business hours and upon reasonable notice
to the Borrowers, to examine, copy and make extracts from its books and records,
to visit and inspect its Properties and to discuss its business, operations and
financial condition with its officers and independent certified public
accountants. The Borrowers will authorize, and will cause each of the Loan
Parties to authorize, its accountants to comply with this Section 8.6. The
Administrative Agent or its representatives may, at any time and from time to
time at the Borrowers' expense, conduct field exams for such purposes as the
Administrative Agent may reasonably request.

     Section 8.7 Keeping Books and Records. The Borrowers will, and will cause
each of the Loan Parties to, maintain appropriate books of record and account in
accordance with GAAP consistently applied in which true, full and correct
entries will be made of all their respective dealings and business affairs. If
any changes in accounting principles from those used in the preparation of the
financial statements referenced in Section 8.1 are hereafter required or
permitted by GAAP and are adopted by the Borrowers with the concurrence of its
independent certified public accountants and such changes in GAAP result in a
change in the method of calculation or the interpretation of any of the
covenants, standards or terms contained in this Agreement, the Borrowers and the
Required Lenders agree to amend any such affected terms and provisions so as to
reflect such changes in GAAP with the result that the criteria for evaluating
the financial condition or performance of the Loan Parties shall be the same
after such changes in GAAP as if such changes in GAAP had not been made.

     Section 8.8 Compliance with Laws. The Borrowers will, and will cause each
of the Loan Parties to, comply with all Governmental Requirements applicable to
the operation of its business, except for instances of noncompliance that could
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

     Section 8.9 Compliance with Agreements. The Borrowers will, and will cause
each of the Loan Parties to, comply with all agreements, documents and
instruments binding on it or affecting its Properties or business, including,
without limitation, all Material Contracts, except for instances of
noncompliance that could not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

     Section 8.10 Further Assurances. The Borrowers will execute and deliver and
will cause each of the Loan Parties to execute and deliver such further
agreements, documents and instruments (including, without limitation, financing
statements and amendments to financing statements specifying each item of the
Collateral and the serial number therefor) and take such further actions as may
be reasonably requested by the Administrative Agent to carry out the terms and
provisions and purposes of this Agreement and the other Loan Documents, to
evidence the Obligations and to create,


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<PAGE>

preserve, maintain and perfect the Liens of the Administrative Agent for the
benefit of itself and the Lenders in and to the Collateral and the required
priority of such Liens.

     Section 8.11 ERISA. The Borrowers will, and will cause each of its ERISA
Affiliates to, comply with all minimum funding requirements and all other
material requirements of ERISA so as not to give rise to any material liability
thereunder.

     Section 8.12 Non-Consolidation. The Borrowers will, and will cause each
other Loan Party to: (a) maintain entity records and books of account separate
from those of any other entity which is an Affiliate of such Loan Party; (b) not
commingle its funds or assets with those of any other entity which is an
Affiliate of such Loan Party; and (c) provide that its board of directors or
other analogous governing body will hold all appropriate meetings to authorize
and approve such Person's entity actions, which meetings will be separate from
those of other Loan Parties.

     Section 8.13 Year 2000 Compliance. Except as set forth in Schedule 8.13 and
except for such instances as individually or in the aggregate would not have a
Material Adverse Effect, all of the material computer software, computer
hardware (whether general or special purpose), and other similar or related
items of automated, computerized or software systems that are used or relied
upon by the Borrowers or any Loan Party in the conduct of its business are and
will continue to be Year 2000 Compliant and, without limiting the generality of
the foregoing, will not malfunction, will not cease to function, will not
generate incorrect data and will not produce incorrect results when processing,
providing or receiving (a) date-related data into and between the twentieth and
twenty-first centuries and (b) date-related data in connection with any valid
date in the twentieth and twenty-first centuries. The Borrowers will promptly
notify the Administrative Agent in the event the Borrowers discover or determine
that any computer application (including those of its suppliers and vendors)
that is material to its or any Loan Party's business and operations will not be
Year 2000 Compliant on a timely basis.

     Section 8.14 Trade Accounts Payable. The Borrowers will, and will cause
each other Loan Party to, pay all trade accounts payable before the same become
more than 90 days past due, except (a) trade accounts payable contested in good
faith or (b) trade accounts payable in an aggregate amount not to exceed
$1,000,000 at any time outstanding and with respect to which no proceeding to
enforce collection has been commenced or, to the knowledge of the Borrowers,
threatened.

     Section 8.15 Delivery of Certain Amendments and Material Contracts. The
Borrowers will, and will cause each other Loan Party to, promptly deliver to the
Administrative Agent any amendment, modification or supplement to (a) the
articles of incorporation, articles of organization, bylaws, regulations or
other constitutional documents of the Borrowers or any other Loan Party, (b) any
Material Contract to which it is a party or any License or Permit which it
possesses. The Borrowers will, and will cause each of its Subsidiaries to,
deliver to the Administrative Agent, promptly after such Material Contract comes
into existence, a true and correct copy of each Material Contract in existence
which is not identified on Schedule 7.22.



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<PAGE>

     Section 8.16 Management. The Company shall retain its current chief
executive officer and its current chief financial officer or, in the event of
the termination of employment of either such person, shall replace such
individual with an individual having qualifications reasonably satisfactory to
the Required Lenders.


                                    ARTICLE 9

                               Negative Covenants

     The Borrowers covenant and agree that, as long as the Obligations or any
part thereof are outstanding or any Lender has any Commitment hereunder, it will
perform and observe, or cause to be performed and observed, the following
covenants:

     Section 9.1 Debt. The Borrowers will not, and will not permit any
Subsidiary of a Borrower to, incur, create, assume or permit to exist any Debt,
except:

     (a) Debt to the Lenders and the Issuing Bank pursuant to the Loan
Documents;

     (b) unsecured Debt under Interest Rate Protection Agreements entered into
for purposes of fixing the rate of interest on variable rate Debt of the
Borrowers in a maximum amount of the amount of Debt of the Borrowers bearing
interest at a variable rate; provided, however, that Debt thereunder may be
secured if such Debt constitutes a part of the Obligations;

     (c) (i) existing Debt in the principal amounts and as otherwise described
on Schedule 7.10 hereto and renewals, extensions or refinancings of such Debt
which do not increase the outstanding principal amount of such Debt, which do
not shorten the maturity of any principal of such Debt and the terms and
provisions of which are not materially more onerous than the terms and
conditions of such Debt on the Closing Date, (ii) purchase money Debt (including
Capital Lease Obligations) secured by purchase money Liens, which Debt and Liens
are permitted under and meet all of the requirements of clause (g) of the
definition of Permitted Liens contained in Section 1.1, (iii) Subordinated Debt
incurred or assumed in connection with Permitted Acquisitions, (iv) Guarantees
by the Company of obligations of its Subsidiaries not to exceed $5,000,000 in
the aggregate at any time; and

     (d) liabilities of the Borrowers in respect of unfunded vested benefits
under any Plan if and to the extent that the existence of such liabilities will
not constitute, cause or result in a Default.

     Section 9.2 Limitation on Liens. The Borrowers will not, and will not
permit any Subsidiary of a Borrower to, incur, create, assume or permit to exist
any Lien upon any of its Property or revenues, whether now owned or hereafter
acquired, except


                                       74
<PAGE>

Permitted Liens and will not enter into any negative pledge or similar
arrangement in favor of other creditors (other than such negative pledge or
similar arrangement under purchase money Debts and Capital Lease Obligations
with respect to the assets financed or secured thereby).

     Section 9.3 Mergers, Etc. Except for Permitted Acquisitions, the Borrowers
will not, and will not permit its Subsidiaries to, (a) become a party to a
merger or consolidation, (b) wind-up, dissolve or liquidate itself, or (c)
purchase or acquire all or a material or substantial part of the business or
Properties of any Person; provided, however, that any Subsidiary of a Borrower
may merge with and into such Borrower or a Wholly-Owned Subsidiary of such
Borrower if such Borrower or a Wholly-Owned Subsidiary of such Borrower is the
surviving entity in such merger, provided that no consideration is given by the
surviving entity in such merger other than the issuance of any Capital Stock of
the surviving entity. The surviving entity in any such merger shall ratify the
Guaranty, the Security Documents and other indebtedness, liabilities and
obligations of the non-surviving entity under the Loan Documents.

     Section 9.4 Restricted Payments. The Borrowers will not, and will not
permit any Subsidiary of a Borrower to, make any Restricted Payments, except:

     (a) subject to the subordination provisions relating thereto, the Borrowers
may make regularly scheduled payments of interest accrued or principal owing on
any Subordinated Debt if and to the extent (but only if and to the extent)
permitted by the express terms of the Subordinated Debt Documents governing such
Subordinated Debt, which terms have been expressly approved in writing by the
Administrative Agent;

     (b) Subsidiaries of the Company may make Restricted Payments to the
Company; and

     (c) the Borrowers may make temporary loans or advances to employees,
officers and directors of the Loan Parties in the ordinary course of business;

provided, however, that no Restricted Payments may be made pursuant to clause
(a) or (b) preceding if a Default exists at the time of such Restricted Payment
or would result therefrom.

     Section 9.5 Investments. The Borrowers will not, and will not permit any
Subsidiary of a Borrower to, make or permit to remain outstanding any advance,
loan, extension of credit or capital contribution to or investment in any
Person, or purchase or own any stock, bonds, notes, debentures or other
securities of any Person, or be or become a joint venturer with or partner of
any Person (all such transactions being herein called "Investments"), except:

     (a) Investments in obligations or securities received in settlement of
debts (created in the ordinary course of business) owing to the Borrowers or
another Loan Party;



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<PAGE>

     (b) existing Investments identified on Schedule 9.5 hereto;

     (c) Investments in securities issued or guaranteed by the U.S. or any
agency thereof with maturities of one year or less from the date of acquisition;

     (d) Investments in certificates of deposit and Eurodollar time deposits
with maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any Lender or with any domestic commercial bank
having capital and surplus in excess of $500,000,000;

     (e) Investments in repurchase obligations with a term of not more than
seven days for securities of the types described in clause (c) preceding with
any Lender or with any domestic commercial bank having capital and surplus in
excess of $500,000,000;

     (f) Investments in commercial paper of a domestic issuer rated A-1 or
better or P-1 or better by Standard & Poor's Corporation or Moody's Investors
Services, Inc., respectively, maturing not more than 270 days from the date of
acquisition;

     (g) (i) Investments (other than Intercompany Debt referred to in clause (h)
below) by the Borrowers in their Subsidiaries existing on the Closing Date or
required to occur in accordance with this Agreement, (ii) additional Investments
by the Borrowers in their Subsidiaries made after the Closing Date, and (iii)
Investments in joint ventures which, together with intercompany Debt referred to
in clause (h) below, does not exceed $2,500,000 in aggregate amount at any time
outstanding;

     (h) Intercompany Debt, provided that payment of such Debt shall be fully
subordinated to the Obligations pursuant to terms and provisions approved by the
Administrative Agent in writing and that no Event of Default shall occur or
result from such Intercompany Debt;

     (i) Interest Rate Protection Agreements entered into in compliance with
Section 9.1(b);

     (j) temporary loans or advances to employees, officers and directors of the
Loan Parties in the ordinary course of business and notes receivable from
employees and officers in respect of the exercise of options to purchase Capital
Stock of the Company under stock option or grant plans approved by the Board of
the Company;

     (k) Acquistions of any Person or the assets of any Person made without
utilizing the proceeds of an Advance hereunder; and

     (l) Permitted Acquisitions;



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<PAGE>

provided, however, that no Investments may be made by the Borrowers pursuant to
clauses (g), (h), (k) or (l) preceding if a Default exists at the time of such
Investment or would result therefrom.

     Section 9.6 Limitation on Issuance of Capital Stock. The Borrowers will not
permit any of its Subsidiaries to, at any time issue, sell, assign or otherwise
dispose of (a) any of its Capital Stock, (b) any securities exchangeable for or
convertible into or carrying any rights to acquire any of its Capital Stock, or
(c) any option, warrant or other right to acquire any of its Capital Stock, in
each case to any Person other than the Borrowers. All such Capital Stocks,
securities, options, warrants and other rights issued, sold, assigned or
disposed of shall be, and shall continue to be, subject to a first priority Lien
in favor of the Administrative Agent as security for the payment and performance
of the Obligations.

     Section 9.7 Transactions with Affiliates. The Borrowers will not, and will
not permit any Subsidiary of a Borrower to, enter into any transaction,
including, without limitation, the purchase, sale or exchange of Property or the
rendering of any service, with any Affiliate of a Borrower except in the
ordinary course of and pursuant to the reasonable requirements of such
Borrower's or such Subsidiary's business and upon fair and reasonable terms no
less favorable to such Borrower or such Subsidiary than would be obtained in a
comparable arms-length transaction with a Person not an Affiliate of such
Borrower; provided, however, that transactions between or among the Borrowers
and such Subsidiaries and Affiliates may be on terms more favorable to the
Borrowers than would be obtained in a comparable arms-length transaction with a
Person not an Affiliate of the Borrowers.

     Section 9.8 Disposition of Property. The Borrowers will not, and will not
permit any Subsidiary of a Borrower to, sell, lease, assign, transfer or
otherwise dispose of any of its Property, except (subject to the succeeding
proviso):

     (a) dispositions of Inventory (other than equipment) in the ordinary course
of business, and expenditures of money (including, without limitation, money
held in deposit accounts) made in the ordinary course of business or for the
purpose of making Restricted Payments expressly permitted in accordance with
this Agreement or Investments expressly permitted in accordance with this
Agreement;

     (b) Asset Dispositions of Property, other than accounts and Receivables, by
the Borrowers made in the ordinary course of business if each of the following
conditions have been satisfied: (i)(A) the Net Proceeds from any single Asset
Disposition or series of related Asset Dispositions in any fiscal year do not
exceed $500,000 and (B) the Borrowers or their Subsidiaries (as applicable)
receives fair consideration for such assets and (ii) no Default exists at the
time of or will result from such Asset Disposition;

     (c) Asset Dispositions of Property, other than equipment, accounts and
Receivables, by a Borrower or a Subsidiary to any Wholly-Owned Subsidiary of
such Borrower if each of the following conditions have been satisfied: (i) the
assets sold,


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<PAGE>

disposed of or otherwise transferred to a Wholly-Owned Subsidiary of a Borrower
shall continue to be subject to a perfected, first priority Lien (except for
Permitted Liens, if any, which are expressly permitted by the Loan Documents to
have priority over the Liens in favor of the Administrative Agent) in favor of
the Administrative Agent and the Lenders, and (ii) no Default exists at the time
of or will result from such Asset Disposition; and

     (d) dispositions of Property no longer used or useful in the ordinary
course of business, including, without limitation, dispositions of equipment
being exchanged or replaced with comparable or better equipment.

     Section 9.9 Sale and Leaseback. The Borrowers will not, and will not permit
any Subsidiary of a Borrower to, enter into any arrangement with any Person
pursuant to which it leases from such Person real or personal Property that has
been or is to be sold or transferred, directly or indirectly, by it to such
Person.

     Section 9.10 Lines of Business. The Borrowers will not, and will not permit
any Subsidiary of a Borrower to, engage in any business other than information
technology consulting, e-commerce, staff augmentation, outsourcing, health care
software development and design and construction of technical control room
interiors.

     Section 9.11 Environmental Protection. The Borrowers will not, and will not
permit any Loan Party to, (a) use (or permit any tenant to use) any of its
Properties for the handling, processing, storage, transportation or disposal of
any Hazardous Material except in compliance with applicable Environmental Laws,
(b) generate any Hazardous Material except in compliance with applicable
Environmental Laws, (c) conduct any activity that is likely to cause a Release
or threatened Release of any Hazardous Material in violation of any
Environmental Law, or (d) otherwise conduct any activity or use any of its
Properties in any manner, that violates or is likely to violate any
Environmental Law or create any Environmental Liabilities for which a Borrower
or any Loan Party would be responsible, except for circumstances or events
described in clauses (a) through (d) preceding that could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.

     Section 9.12 Intercompany Transactions. Except as may be expressly
permitted or required by the Loan Documents, the Borrowers will not, and will
not permit any Loan Party to, create or otherwise cause or permit to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any Loan Party to (a) pay dividends or make any other distribution to
the Borrowers or any of their Subsidiaries in respect of such Subsidiary's
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, (b) pay any indebtedness owed to the Borrowers or any
of their Subsidiaries, (c) make any loan or advance or capital contribution to
the Borrowers or any of their Subsidiaries, (d) sell, lease or transfer any of
its Property to the Borrowers or any of their Subsidiaries, (e) comply with the
terms and provisions of Section 8.18, or (f) grant any Lien on any of its or
their Properties.



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<PAGE>

     Section 9.13 Management Fees. Except as set forth on Schedule 9.13, the
Borrowers and their Subsidiaries shall not pay any management fees.

     Section 9.14 Modification of Certain Agreements. The Borrowers will not,
and will not permit any Loan Party to, consent to or implement any termination,
amendment, modification, supplement or waiver of (a) the articles of
incorporation, articles of organization, bylaws, regulations or other
constitutional documents of the Borrowers or any other Loan Party or (b) any
Material Contract to which it is a party, or any License or Permit which it
possesses; provided, however, that the Loan Parties may amend or modify (i) the
documents referred to in clause (a) preceding if and to the extent that such
amendment or modification is not substantive or material and could not be
adverse to any Loan Party, the Administrative Agent or any Lender, provided,
however, that none of such documents referred to in clause (a) preceding may be
amended or modified as they relate to, in any way, any capital contribution to
the Borrowers or any obligation or agreement relating thereto, and (ii) the
Material Contracts referred to in clause (b) preceding if and to the extent that
such amendment or modification could not reasonably be expected to be materially
adverse to any Loan Party, the Administrative Agent or any Lender.

     Section 9.15 ERISA. The Borrowers will not, and will not permit any Loan
Party to:

     (a) allow, or take (or permit any ERISA Affiliate to take) any action which
would cause, any unfunded or unreserved liability for benefits under any Plan
(exclusive of any Multiemployer Plan) to exist or to be created that exceeds
$500,000 with respect to any such Plan or $1,000,000 with respect to all such
Plans in the aggregate on either a going concern or a wind-up basis; or

     (b) with respect to any Multiemployer Plan, allow, or take (or permit any
ERISA Affiliate to take) any action which would cause, any unfunded or
unreserved liability for benefits under any Multiemployer Plan to exist or to be
created, either individually as to any such Plan or in the aggregate as to all
such Plans, that could, upon any partial or complete withdrawal from or
termination of any such Multiemployer Plan or Plans, have a Material Adverse
Effect.

     Section 9.16 No Prepayment of Debt, Etc. The Borrowers will not, and will
not permit any Subsidiary of a Borrower to, directly or indirectly, make any
optional prepayment or distribution on account of, or voluntarily purchase,
acquire, redeem or retire, any Debt, prior to 30 days before its originally
stated maturity (or its stated maturity as of the Closing Date in the case of
Debt outstanding on the Closing Date), or in the case of interest, its stated
due date, or directly or indirectly become obligated to do any of the foregoing
by amending the terms thereof or otherwise, except for:

     (a) prepayments of the Loans or other Obligations pursuant to or as
permitted by the Loan Documents;



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<PAGE>

     (b) prepayments made with the proceeds of new Debt incurred for the purpose
of refinancing the Debt being prepaid, provided that (i) no portion of such new
Debt matures or is required to be prepaid, purchased or otherwise retired
earlier than the corresponding portion of the Debt being prepaid (including as a
result of any prepayment or redemption upon the occurrence of a condition), (ii)
such new Debt (A) is subordinated to the Obligations to at least the same extent
as the Debt being refinanced if such Debt is subordinated debt or (B) is
permitted in accordance with this Agreement, and (iii) no Default or Event of
Default then exists or would result from such prepayment or refinancing; and

     (c) prepayments of trade payables incurred in the ordinary course of the
Borrower's or any Subsidiary's business and not overdue by more than 120 days.

In addition, the Borrowers will not, and will not permit any Subsidiary of a
Borrower to, prepay any rent or other obligations under any operating lease or
any other Material Contract prior to 90 days before the originally stated due
date therefor (or the due date therefor as of the Closing Date in the case of
operating leases on Material Contracts in existence on the Closing Date).

                                   ARTICLE 10

                               Financial Covenants

     Section 10.1 Minimum Net Worth. The Company and its Consolidated
Subsidiaries will at all times maintain Net Worth in an amount equal to not less
than the sum of (a) $35,000,000 plus (b) 70% of Net Income, if positive, for
each fiscal quarter ending after the Closing Date (i.e., exclusive of any
negative cumulative retained earnings for any such fiscal quarter) determined on
a cumulative basis subsequent to the Closing Date, plus (c) all Net Proceeds of
each Equity Issuance which occurs after the Closing Date. In addition, for
purposes of this Section 10.1, the Company may add back certain charges deducted
in accordance with GAAP to determine Net Worth, including charges related to
research and development in process, goodwill, equity adjustments relative to
comprehensive income, such as foreign exchange translation effect and deferred
compensation arising from the issuance of stock options to employees. Certain
other non-recurring charges deducted in accordance with GAAP to determine Net
Worth may, with the prior consent of the Required Lenders deliverable in their
sole discretion, be added back to determine Net Worth.

     Section 10.2 Fixed Charge Coverage. Beginning with the fiscal quarter ended
June 30, 1999, the Company will not permit the ratio of (a) EBITDA at the end of
any fiscal quarter for the period of the four prior fiscal quarters plus rent
expense for such period to (b) Consolidated Fixed Charges for the four fiscal
quarter period ending on such date plus rent expense for such period, plus an
amount equal to one-fifth (1/5) of the principal amount of Funded Debt not
included as part of the calculation of Consolidated Fixed Charges, to be less
1.30 to 1.00; provided, that EBITDA for the fiscal quarter


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<PAGE>

ended June 30, 1999 shall exclude a one time charge against earnings of
$3,996,000 related to write off of assets and severence accruals.

     Section 10.3 Funded Debt to EBITDA. Beginning with the fiscal quarter ended
June 30, 1999, the Company will not permit the ratio of (a) Funded Debt
outstanding at the end of any of the fiscal quarter to (b) EBITDA at the end of
such fiscal quarter for the period of the four prior fiscal quarters, to exceed
3.75 to 1.00; provided, that EBITDA for the fiscal quarter ended June 30, 1999
shall exclude a one time charge against earnings of $3,996,000 related to write
off of assets and severence accruals.

     Section 10.4 Senior Debt to EBITDA. Beginning with the fiscal quarter ended
June 30, 1999, the Company will not permit the ratio of (a) Senior Debt
outstanding at the end of any of the fiscal quarter to (b) EBITDA at the end of
such fiscal quarter for the period of the four prior fiscal quarters, to exceed
3.00 to 1.00; provided, that EBITDA for the fiscal quarter ended June 30, 1999
shall exclude a one time charge against earnings of $3,996,000 related to write
off of assets and severence accruals. For purposes of this Section 10.4, the
contingent payments that may be due in respect of the acquisition of OAO
Services constituting Senior Debt shall not exceed $2,500,000 unless and until
the performance of the OAO Services business segment indicates, in the
reasonable determination of the Administrative Agent, that a larger contingent
payment may be owing.


                                   ARTICLE 11

                                     Default

     Section 11.1 Events of Default. Each of the following shall be deemed an
"Event of Default":

     (a) (i) The Borrowers shall fail to pay, repay or prepay when due, any
amount of principal or interest owing to the Administrative Agent or any Lender
pursuant to this Agreement or any other Loan Document, or (ii) the Borrowers
shall fail to pay, within five Business Days after notice from Administrative
Agent of the due date thereof, any fee, expense or other amount or other
Obligation owing to the Administrative Agent or any Lender pursuant to this
Agreement or any other Loan Document.

     (b) Any representation or warranty made or deemed made by or on behalf of
any Loan Party in any Loan Document or in any certificate, report, notice or
financial statement furnished at any time in connection with this Agreement or
any other Loan Document shall be false, misleading or erroneous in any material
respect when made or deemed to have been made and, in the case of any
certificate, report or notice if the same shall not be corrected within seven
days of notice from the Administrative Agent.

     (c) Any Loan Party shall fail to perform, observe or comply with any
covenant, agreement or term contained in Section 5.1, 8.1(f), 8.2, 8.14, Article
9 or


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<PAGE>

Article 10; any Loan Party shall fail to perform, observe or comply with any
covenant, agreement or term contained in Article 5 or Section 8.1, 8.3, 8.5,
8.6, 8.7, 8.8, 8.9, 8.10, 8.13 or 8.15, and such failure is not remedied or
waived within ten days after a Loan Party has notice of such failure; or any
Loan Party shall fail to perform, observe or comply with any other covenant,
agreement or term contained in this Agreement or any other Loan Document (other
than covenants to pay the Obligations) and such failure is not remedied or
waived within the earlier to occur of 30 days after such failure commenced or,
if a different grace period is expressly made applicable in such other Loan
Documents, such applicable grace period.

     (d) Any Loan Party ceases to be Solvent (giving effect to any contributions
made, or available to be made from the financial resources of the Company, by
the Company to such Loan Party or contribution agreements between the Company
and such Loan Party) or shall admit in writing its inability to, or be generally
unable to, pay its debts as such debts become due.

     (e) Any Loan Party shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee, liquidator or
administrator of itself or of all or a substantial part of its Property, (ii)
admit in writing its inability to, or be generally unable to, pay its debts as
such debts become due, subject to any applicable grace periods, (iii) make a
general assignment for the benefit of its creditors, (iv) commence a voluntary
case under the United States Bankruptcy Code (as now or hereafter in effect, the
"Bankruptcy Code"), (v) file a petition seeking to take advantage of any other
law providing for the relief of debtors or relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding up, or
composition or readjustment of debts, (vi) fail to controvert in a timely or
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under the Bankruptcy Code or other applicable Governmental
Requirement, (vii) dissolve, or (viii) take any entity action for the purpose of
effecting any of the foregoing.

     (f) A proceeding or case shall be commenced, without the application or
consent of any Loan Party, in any court of competent jurisdiction, seeking (i)
the liquidation, reorganization, dissolution, arrangement, winding up, or
composition or readjustment of its debts, (ii) the appointment of a trustee,
receiver, custodian, examiner, liquidator, administrator or the like of it or of
all or any substantial part of its Property, or (iii) similar relief in respect
of it, under any law providing for the relief of debtors or relating to
bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or
winding up, or composition or readjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days; or an order for relief shall be entered
in an involuntary case under the Bankruptcy Code against any Loan Party and
shall continue unstayed and in effect for any period of 60 consecutive days.

     (g) Any Loan Party shall fail to discharge within a period of 30 days after
the commencement thereof any attachment, sequestration, forfeiture or similar
proceeding or


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proceedings involving an aggregate amount in excess of $500,000 against any of
its Properties.

     (h) A final judgment or judgments for the payment of money in excess of
$1,000,000 in the aggregate shall be rendered by a court or courts against any
Loan Party on claims not covered by insurance and the same shall not be
discharged, bonded or a stay of execution thereof shall not be procured, within
30 days from the date of entry thereof and any Loan Party shall not, within said
period of 30 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution thereof to be
stayed during such appeal.

     (i) Any Loan Party shall fail to pay when due any principal of or interest
on any Debt of such Loan Party (other than the Obligations) having (either
individually or in the aggregate) a principal amount of at least $250,000 or the
maturity of any such Debt shall have been accelerated, or any such Debt shall
have been required to be prepaid prior to the stated maturity thereof, or any
event shall have occurred (and shall not have been waived or otherwise cured)
that permits (or, with the giving of notice or lapse of time or both, would
permit) any holder or holders of such Debt or any Person acting on behalf of
such holder or holders to accelerate the maturity thereof or require any such
prepayment.

     (j) This Agreement or any other Loan Document shall cease to be in full
force and effect or shall be declared null and void or the validity or
enforceability thereof shall be contested or challenged by any Loan Party or any
Loan Party shall deny that it has further liability or obligation under any of
the Loan Documents; or any Lien created or purported to be created by the Loan
Documents shall for any reason cease to be or fail to be a valid, first priority
perfected Lien upon any of the Collateral purported to be covered thereby.

     (k) Any of the following events shall occur or exist with respect to any
Loan Party or any ERISA Affiliate: (i) any Prohibited Transaction involving any
Plan; (ii) any Reportable Event with respect to any Pension Plan; (iii) the
filing under Section 4041 of ERISA of a notice of intent to terminate any
Pension Plan or the termination of any Pension Plan; (iv) any event or
circumstance that could reasonably be expected to constitute grounds entitling
the PBGC to institute proceedings under Section 4042 of ERISA for the
termination of, or for the appointment of a trustee to administer, any Pension
Plan, or the institution by the PBGC of any such proceedings; (v) any
"accumulated funding deficiency" (as defined in Section 302 of ERISA or Section
412 of the Code), whether or not waived, shall exist with respect to any Pension
Plan; or (vi) complete or partial withdrawal under Section 4201 or 4204 of ERISA
from a Multiemployer Plan or the reorganization, insolvency or termination of
any Pension Plan; and in each case above, such event or condition, together with
all other events or conditions, if any, have subjected or could in the
reasonable opinion of Required Lenders subject any Loan Party or any ERISA
Affiliate to any tax, penalty or other liability to a Plan, a Multiemployer
Plan, the PBGC or otherwise (or any combination thereof) which in the aggregate
exceed or could reasonably be expected to exceed $500,000.



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     (l) The occurrence of any Material Adverse Effect.

     (m) The occurrence of any Change in Control.

     Section 11.2 Remedies. If any Event of Default shall occur and be
continuing, the Administrative Agent may and, if directed by the Required
Lenders, the Administrative Agent shall do any one or more of the following:

     (a) Acceleration. Declare all outstanding principal of and accrued and
unpaid interest on the Loans and all other amounts payable by the Borrowers
under the Loan Documents immediately due and payable, and the same shall
thereupon become immediately due and payable, without notice, demand,
presentment, notice of dishonor, notice of acceleration, notice of intent to
accelerate, protest or other formalities of any kind, all of which are hereby
expressly waived by the Borrowers;

     (b) Termination of Commitments. Terminate each of the Commitments without
notice to the Borrowers;

     (c) Judgment. Reduce any claim to judgment;

     (d) Foreclosure. Foreclose or otherwise enforce any Lien granted to the
Administrative Agent for the benefit of the Administrative Agent and the Lenders
to secure payment and performance of the Obligations in accordance with the
terms of the Loan Documents; or

     (e) Rights. Exercise any and all rights and remedies afforded by the laws
of the Commonwealth of Virginia, the State of Maryland or any other
jurisdiction, by any of the Loan Documents, by equity or otherwise;

provided, however, that upon the occurrence of an Event of Default under Section
11.1(e) or Section 11.1(f), the Commitments of all of the Lenders shall
immediately and automatically terminate, and the outstanding principal of and
accrued and unpaid interest on the Loans and all other amounts payable by the
Borrowers under the Loan Documents shall thereupon become immediately and
automatically due and payable, without notice, demand, presentment, notice of
dishonor, notice of acceleration, notice of intent to accelerate, protest or
other formalities of any kind, all of which are hereby expressly waived by the
Borrowers.

     Section 11.3 Performance by the Administrative Agent, etc. If the Borrowers
shall fail to perform any covenant or agreement in accordance with the terms of
the Loan Documents, the Administrative Agent may perform or attempt to perform,
or may cause any Lender (with the consent of such Lender) to perform or attempt
to perform, such covenant or agreement on behalf of the Borrowers. In such
event, the Borrowers shall, at the request of the Administrative Agent, promptly
pay any amount expended by the Administrative Agent or the Lenders in connection
with such performance or attempted performance to the Administrative Agent at
its Principal Office, together with interest


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thereon at the applicable Default Rate from and including the date of such
expenditure to but excluding the date such expenditure is paid in full.
Notwithstanding the foregoing, it is expressly agreed that neither the
Administrative Agent nor any Lender shall have any liability or responsibility
for the performance of any obligation of the Borrowers or any other Person under
this Agreement or any of the other Loan Documents.

                                   ARTICLE 12
                            The Administrative Agent

     Section 12.1 Appointment, Powers and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Neither the Administrative Agent nor any of its
Affiliates, officers, directors, employees, attorneys or agents shall be liable
for any action taken or omitted to be taken by any of them hereunder or
otherwise in connection with this Agreement or any of the other Loan Documents
except for its or their own gross negligence or willful misconduct. Without
limiting the generality of the preceding sentence, the Administrative Agent (a)
may treat the payee of any Note as the holder thereof until the Administrative
Agent receives written notice of the assignment or transfer thereof signed by
such payee and in form satisfactory to the Administrative Agent, (b) shall have
no duties or responsibilities except those expressly set forth in this Agreement
and the other Loan Documents, and shall not by reason of this Agreement or any
other Loan Document be a trustee or fiduciary for any Lender, (c) shall not be
required to initiate any litigation or collection proceedings hereunder or under
any other Loan Document except to the extent requested by the Required Lenders,
(d) shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement or any other Loan
Document, or any certificate or other document referred to or provided for in,
or received by any of them under, this Agreement or any other Loan Document, or
for the value, validity, effectiveness, enforceability or sufficiency of this
Agreement or any other Loan Document or any other document referred to or
provided for herein or therein or for any failure by any Person to perform any
of its obligations hereunder or thereunder, (e) may consult with legal counsel
(including counsel for the Borrowers), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts, and (f) shall incur no liability under or in respect of
any Loan Document by acting upon any notice, consent, certificate or other
instrument or writing reasonably believed by it to be genuine and signed or sent
by the proper party or parties. As to any matters not expressly provided for by
this Agreement, the Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, hereunder in accordance with
instructions signed by the Required Lenders, and such instructions of the
Required Lenders and any action taken or failure to act pursuant thereto shall
be binding on all of the Lenders; provided, however, that the Administrative
Agent shall not be required to take any action which exposes the Administrative
Agent to liability or which is contrary to this Agreement or any other Loan
Document or applicable


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law. The Administrative Agent shall not be deemed to have any fiduciary
relationship with any Lender or any Loan Party, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or otherwise exist against the Administrative Agent. Without
limiting the generality of the foregoing, the use of the term "agent" in this
Agreement with respect to the Administrative Agent is not intended to connote
any fiduciary or other express or implied obligation arising under agency
doctrine of any applicable law; instead, such term is used merely as a matter of
market custom and is intended to create or reflect only an administrative
relationship among independent contracting parties.

     Section 12.2 Rights of Administrative Agent as a Lender. With respect to
its Commitments, the Loans made by it and the Note(s) issued to it, NationsBank,
N.A. (and any successor acting as Administrative Agent) in its capacity as a
Lender hereunder shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as the
Administrative Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent and its Affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to, act as
trustee under indentures of, provide merchant banking services to, own
securities of, and generally engage in any kind of banking, trust or other
business with, the Borrowers or any of their Affiliates and any other Person who
may do business with or own securities of the Borrowers or any of their
Affiliates, all as if it were not acting as the Administrative Agent and without
any duty to account therefor to the Lenders.

     Section 12.3 Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default (other than the non-payment
of principal of or interest on the Loans or of commitment fees) unless the
Administrative Agent has received notice from a Lender or the Borrowers
specifying such Default and stating that such notice is a "notice of default".
In the event that the Administrative Agent receives such a notice of the
occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders (and shall give each Lender prompt notice of each such
non-payment). The Administrative Agent shall (subject to Section 12.1) take such
action with respect to such Default as shall be directed by the Required
Lenders, provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall seem advisable and in the best interest of the
Lenders.

     Section 12.4 INDEMNIFICATION. EACH LENDER HEREBY AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT FROM AND HOLD THE ADMINISTRATIVE AGENT HARMLESS AGAINST (TO
THE EXTENT NOT REIMBURSED UNDER SECTIONS 13.1 AND 13.2, BUT WITHOUT LIMITING THE
OBLIGATIONS OF THE BORROWERS UNDER SECTIONS 13.1 AND 13.2), RATABLY IN
ACCORDANCE WITH ITS PRO RATA SHARE (CALCULATED ON THE BASIS OF ITS COMMITMENT
PERCENTAGE OF THE COMMITMENTS), ANY AND ALL LIABILITIES (INCLUDING,


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WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES (INCLUDING
ATTORNEYS' FEES) AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY
RELATING TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN BY THE ADMINISTRATIVE AGENT UNDER OR IN RESPECT OF ANY OF
THE LOAN DOCUMENTS; PROVIDED, FURTHER, THAT NO LENDER SHALL BE LIABLE FOR ANY
PORTION OF THE FOREGOING TO THE EXTENT CAUSED BY THE ADMINISTRATIVE AGENT'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, IT
IS THE EXPRESS INTENTION OF THE LENDERS THAT THE ADMINISTRATIVE AGENT SHALL BE
INDEMNIFIED HEREUNDER FROM AND HELD HARMLESS AGAINST ALL OF SUCH LIABILITIES
(INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES
(INCLUDING ATTORNEYS' FEES) AND DISBURSEMENTS OF ANY KIND OR NATURE DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE
OF THE ADMINISTRATIVE AGENT (EXCEPT TO THE EXTENT THE SAME ARE CAUSED BY THE
ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). WITHOUT LIMITING
ANY OTHER PROVISION OF THIS SECTION 12.4, EACH LENDER AGREES TO REIMBURSE THE
ADMINISTRATIVE AGENT PROMPTLY UPON DEMAND FOR ITS PRO RATA SHARE (CALCULATED ON
THE BASIS OF ITS COMMITMENT PERCENTAGE OF THE COMMITMENTS) OF ANY AND ALL
OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH
NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF
RIGHTS OR RESPONSIBILITIES UNDER, THE LOAN DOCUMENTS, TO THE EXTENT THAT THE
ADMINISTRATIVE AGENT IS NOT PROMPTLY REIMBURSED FOR SUCH EXPENSES BY THE
BORROWERS.

     Section 12.5 Independent Credit Decisions. Each Lender agrees that it has
independently and without reliance on the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrowers and its own decision
to enter into this Agreement and that it will, independently and without
reliance upon the Administrative Agent or any other Lender, and based upon such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement or any of the other Loan Documents. The


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Administrative Agent shall not be required to keep itself informed as to the
performance or observance by any Loan Party of this Agreement or any other Loan
Document or to inspect the Properties or books of the Borrowers (or any other
Person). Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder or under the other Loan Documents, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
financial information concerning the affairs, financial condition or business of
any Loan Party which may come into the possession of the Administrative Agent or
any of its Affiliates.

     Section 12.6 Several Commitments. The Commitments and other obligations of
the Lenders under this Agreement are several. The default by any Lender in
making a Loan in accordance with any of its Commitments shall not relieve the
other Lenders of their obligations under this Agreement. In the event of any
default by any Lender in making any Loan, each nondefaulting Lender shall be
obligated to make its Loan but shall not be obligated to advance the amount
which the defaulting Lender was required to advance hereunder. In no event shall
any Lender be required to advance an amount or amounts with respect to any of
the Loans which would in the aggregate exceed such Lender's Commitment with
respect to such Loans. No Lender shall be responsible for any act or omission of
any other Lender.

     Section 12.7 Successor Administrative Agent. Subject to the appointment and
acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrowers. Upon any such resignation, the Required Lenders will
have the right to appoint another Lender as a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the U.S. or any state thereof or of a foreign country if acting through its
U.S. branch and having combined capital and surplus of at least $100,000,000.
Upon the acceptance of its appointment as successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all rights, powers, privileges, immunities and duties of the resigning
Administrative Agent, and the resigning Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents. After any Administrative Agent's resignation as Administrative Agent,
the provisions of this Article 12 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was the
Administrative Agent. Each Administrative Agent (including each successor
Administrative Agent) agrees that, so long as it is acting as Administrative
Agent under this Agreement, it shall be a Lender under this Agreement.



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                                   ARTICLE 13

                                  Miscellaneous

     Section 13.1 Expenses. The Borrowers hereby agree, on demand, to pay or
reimburse the Administrative Agent and each of the Lenders for paying: (a) all
reasonable out-of-pocket costs and expenses of the Administrative Agent accrued
in connection with the drafting, preparation, negotiation, execution and
delivery of the Loan Documents and in connection with any and all waivers,
amendments, modifications, renewals, extensions and supplements of or to the
Loan Documents, and the syndication of the Commitments and the Loans, including,
without limitation, the reasonable fees and expenses of legal counsel (including
all local counsel) for the Administrative Agent, (b) all out-of-pocket costs and
expenses of the Administrative Agent and the Lenders in connection with any
Default, the exercise of any right or remedy and the enforcement of this
Agreement or any other Loan Document or any term or provision hereof or thereof,
including, without limitation, the fees and expenses of all legal counsel for
the Administrative Agent and/or any Lender, (c) all transfer, stamp, documentary
or other similar taxes, assessments or charges levied by any Governmental
Authority in respect of this Agreement or any of the other Loan Documents, (d)
all costs, expenses, assessments and other charges incurred in connection with
any filing, registration, recording or perfection of any Lien contemplated by
this Agreement or any other Loan Document, and (e) all reasonable out-of-pocket
costs and expenses incurred by the Administrative Agent in connection with due
diligence, computer services, copying, appraisals, environmental audits,
collateral audits, field exams, insurance, consultants and search reports.

     Section 13.2 INDEMNIFICATION. THE BORROWERS HEREBY AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH LENDER AND EACH AFFILIATE THEREOF AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS FROM, AND HOLD
EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES (INCLUDING,
WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
AND CONSULTANTS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR
INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY,
PERFORMANCE, ADMINISTRATION OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF ANY FORECLOSURE RIGHT OR OTHER
RIGHT OR REMEDY WHETHER OR NOT SUCH EXERCISE IS IN COMPLIANCE WITH LAWS
AFFECTING OTHER PERSONS OR RESULTS IN DAMAGES PAYABLE TO OTHER PERSONS, (B) ANY
OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY THE
BORROWERS OF ANY MATERIAL REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT
CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE USE OR PROPOSED USE OF ANY LOAN,
(E) THE


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PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL OR CLEANUP OF ANY
HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN OR AFFECTING ANY OF THE PROPERTIES
OF THE BORROWERS OR ANY OF THEIR AFFILIATES, EXCEPT TO THE EXTENT THAT THE LOSS,
DAMAGE OR CLAIM IS THE DIRECT RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE PERSON TO BE INDEMNIFIED, OR (F) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,
LITIGATION OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BROUGHT
BY THE BORROWERS, ANY CREDITOR OR ANY OTHER PERSON; BUT EXCLUDING ANY OF THE
FOREGOING TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE PERSON TO BE INDEMNIFIED. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT
OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO
THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION 13.2 SHALL BE INDEMNIFIED
FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES (INCLUDING,
WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES) ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF
SUCH PERSON. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER TERM OR PROVISION OF
THIS AGREEMENT, THE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 13.2 SHALL
SURVIVE THE REPAYMENT OF THE LOANS AND OTHER OBLIGATIONS AND TERMINATION OF THE
COMMITMENTS.

     Section 13.3 Limitation of Liability. None of the Administrative Agent, any
Lender or any Affiliate, officer, director, employee, attorney or agent thereof
shall be liable for any error of judgment or act done in good faith, or be
otherwise liable or responsible under any circumstances whatsoever (including
such Person's negligence), except for such Person's gross negligence or willful
misconduct. None of the Administrative Agent, any Lender or any Affiliate,
officer, director, employee, attorney or agent thereof shall have any liability
with respect to, and the Borrowers hereby waive, release and agree not to sue
any of them upon, any claim for any special, indirect, incidental or
consequential damages suffered or incurred by the Borrowers or any Affiliate of
the Borrowers in connection with, arising out of or in any way related to this
Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Agreement or any of the other Loan Documents. The Borrowers
hereby waive, release and agree not to sue the Administrative Agent or any
Lender or any of their respective Affiliates, officers, directors, employees,
attorneys or agents for exemplary or punitive damages in respect of any claim in
connection with, arising out of or in any way related to this Agreement or any
of the other Loan Documents, or any of the transactions contemplated by this
Agreement or any of the other Loan Documents.



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     Section 13.4 No Duty. All attorneys, accountants, appraisers and other
professional Persons and consultants retained by the Administrative Agent and
the Lenders shall have the right to act exclusively in the interest of the
Administrative Agent and the Lenders and shall have no duty of disclosure, duty
of loyalty, duty of care or other duty or obligation of any type or nature
whatsoever to the Borrowers or any of their Affiliates or any other Person.

     Section 13.5 No Fiduciary Relationship. The relationship between the
Borrowers and each Lender is solely that of debtor and creditor, and neither the
Administrative Agent nor any Lender has any fiduciary or other special
relationship with the Borrowers or any of their Affiliates, and no term or
condition of any of the Loan Documents shall be construed so as to deem the
relationship between the Borrowers and any Lender, or such Affiliate and any
Lender, to be other than that of debtor and creditor. No joint venture or
partnership is created by this Agreement among the Lenders or among the
Borrowers or any of their Affiliates and the Lenders.

     Section 13.6 Equitable Relief. The Borrowers recognize that, in the event
they fail to pay, perform, observe or discharge any or all of the Obligations,
any remedy at law may prove to be inadequate relief to the Administrative Agent
and the Lenders. The Borrowers therefore agree that the Administrative Agent and
the Lenders, if the Administrative Agent or the Lenders so request, shall be
entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.

     Section 13.7 No Waiver; Cumulative Remedies. No failure on the part of the
Administrative Agent or any Lender to exercise and no delay in exercising, and
no course of dealing with respect to, any right, power or privilege under this
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under this
Agreement or any other Loan Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies provided for in this Agreement and the other Loan Documents are
cumulative and not exclusive of any rights and remedies provided by law.



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     Section 13.8 Successors and Assigns

     (a) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. The Borrowers may
not assign or transfer any of their rights or obligations under this Agreement
or any other Loan Document without the prior written consent of the
Administrative Agent and the Lenders. Any Lender may sell participations in all
or a portion of its rights and obligations under this Agreement and the other
Loan Documents (including, without limitation, all or a portion of its
Commitments and the Loans owing to it); provided, however, that (i) such
Lender's obligations under this Agreement and the other Loan Documents
(including, without limitation, its Commitments) shall remain unchanged, (ii)
such Lender shall remain solely responsible to the Borrowers for the performance
of such obligations, (iii) such Lender shall remain the holder of its Notes for
all purposes of this Agreement, (iv) the Borrowers shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents, and (v) the
Lenders shall not grant any participation under which the participant shall have
the right to approve (or under which the consent of the participant must be
obtained prior to the Lenders' being able to approve) any amendment or waiver of
this Agreement or the other Loan Documents, except to the extent that such
amendment or waiver (A) increases any Commitment, (B) reduces the interest rate
or the amount of principal or fees applicable to the Loans or Commitments in
which such participant is participating, (C) extends the Revolving Loans
Maturity Date or the Term Loans Maturity Date any Term Loan, (D) releases any of
the Collateral (except as provided for herein or in any other Loan Document) or
any guaranty of the Obligations, or (E) releases any Loan Party from its
monetary Obligations under any of the Loan Documents.

     (b) The Borrowers and each of the Lenders agree that any Lender (the
"Assigning Lender") may at any time assign to one or more Eligible Assignees all
or any part of its rights and/or obligations under this Agreement and the other
Loan Documents (including, without limitation, its Commitments and/or Loans)
(each an "Assignee"); provided, however, that (i) each such assignment may be of
a varying percentage of the Assigning Lender's rights and/or obligations under
this Agreement and the other Loan Documents and may relate to some but not all
of such rights and/or obligations, (ii) except in the case of an assignment of
all of a Lender's rights and obligations under this Agreement and the other Loan
Documents, the amount of the Commitment(s) and/or Loans of the Assigning Lender
being assigned pursuant to each assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $5,000,000 calculated based upon the aggregate amount of the
Commitment(s) and/or Loans assigned and (iii) the parties to each such
assignment shall execute and deliver to the Administrative Agent for its
acceptance and recording in the Register (as defined below), an Assignment and
Acceptance, together with the Note subject to such assignment, and a processing
and recordation fee of $3,500. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five Business Days after the
execution thereof or such other date as may be approved by the Administrative
Agent, (1) the Assignee thereunder shall be a party hereto as a "Lender"


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and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and under the Loan Documents, and (2) the Assigning Lender
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its obligations under this Agreement and the other Loan
Documents (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of a Lender's rights and obligations under the Loan Documents,
such Lender shall cease to be a party thereto, provided that such Lender's
rights under Article 4, Section 13.1 and Section 13.2 accrued through the date
of assignment shall continue). The Borrowers will provide full and prompt
assistance to each Lender as it may reasonably request from time to time in
connection with such Lender's efforts to assign its Commitments and/or Loans or
sell any participation interest therein. Such assistance shall include, without
limitation, making senior officers of the Borrowers available for meetings with
prospective Lenders and participants and providing (in a timely manner) such
assistance as may be reasonably requested by such Lender and/or its advisors,
including, without limitation, providing information to and responding to
inquiries from such prospective Lenders and participants with respect to the
businesses, operations, business plan, financial condition and results of
operations of the Borrowers. In the event that syndication of the Loans cannot
be achieved in a manner satisfactory to NationsBank, N.A. under the existing
structure, the Borrowers agree that NationsBank, N.A. shall be entitled, in
consultation with the Borrowers, to change the pricing, structure or other terms
of the Loans if NationsBank, N.A. determines that such changes are advisable to
ensure a successful syndication or an optimal credit structure, provided that
the total amount of the Loans remains unchanged. A successful syndication would
be one in which NationsBank, N.A. is able to achieve its targeted hold level of
$21,000,000 of the Loans. The agreement in this paragraph shall survive the
Closing Date.

     (c) By executing and delivering an Assignment and Acceptance, the Assigning
Lender thereunder and the Assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such Assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (ii) such Assigning Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition or results
of operations of the Borrowers or any of their Affiliates or the performance or
observance by the Borrowers or any of their Affiliates of its obligations under
the Loan Documents; (iii) such Assignee confirms that it has received a copy of
the Loan Documents, together with copies of the financial statements referred to
in Section 7.2 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such Assignee will, independently and without
reliance upon the Administrative Agent or such Assigning Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit


                                       93
<PAGE>

decisions in taking or not taking action under this Agreement and the other Loan
Documents; (v) such Assignee confirms that it is an Eligible Assignee; (vi) such
Assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and exercise such powers under the Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; and (vii) such Assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender.

     (d) The Administrative Agent shall maintain at its Principal Office a copy
of each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Lenders and the
Commitments of, and principal amount of the Loans owing to, each Lender from
time to time (the "Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrowers, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes under the Loan
Documents. The Register shall be available for inspection by the Borrowers or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

     (e) Upon its receipt of an Assignment and Acceptance executed by an
Assigning Lender and Assignee representing that it is an Eligible Assignee,
together with the Note(s) subject to such assignment, the Administrative Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit A hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register, and
(iii) give prompt written notice thereof to the Borrowers. Within five Business
Days after its receipt of such notice, the Borrowers, at their expense, shall
execute and deliver to the Administrative Agent in exchange for each surrendered
Note evidencing the Loans assigned, a new Note evidencing such Loans payable to
the order of such Eligible Assignee in an amount equal to such Loans assigned to
it and, if the Assigning Lender has retained any Loans, a new Note evidencing
each such Loans payable to the order of the Assigning Lender in the amount of
such Loans retained by it (each such promissory note shall constitute a "Note"
for purposes of the Loan Documents). Such new Notes shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of Exhibit C-1 and Exhibit C-2 hereto.

     (f) Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 13.8, disclose to
the Assignee or participant or proposed Assignee or participant any information
relating to the Borrowers or any of their Affiliates furnished to such Lender by
or on behalf of the Borrowers or any of their Affiliates; provided that each
such actual or proposed Assignee or participant shall agree to be bound by the
provisions of Section 13.21.

     (g) Any Lender may assign and pledge any Note held by it to any Federal
Reserve Bank or the U.S. Treasury as collateral security pursuant to Regulation
A of the


                                       94
<PAGE>

Board of Governors of the Federal Reserve System and any operating circular
issued by such Federal Reserve System and/or Federal Reserve Bank; provided,
however, that any payment made by the Borrowers for the benefit of such
assigning and/or pledging Lender in accordance with the terms of the Loan
Documents shall satisfy the Borrowers' obligations under the Loan Documents in
respect thereof to the extent of such payment. No such assignment and/or pledge
shall release the assigning and/or pledging Lender from its obligations
hereunder.

     (h) The Borrowers shall maintain, or cause to be maintained, a register
(the "Registered Note Register") (which, at the request of the Borrowers (which
request the Borrowers makes by the execution of this Agreement) shall be kept by
the Administrative Agent on behalf of the Borrowers at no extra charge to the
Borrowers at the address to which notices to the Administrative Agent are to be
sent hereunder) on which it shall enter the name of the registered owner of each
of the Loans which is evidenced by a Registered Note. Notwithstanding anything
to the contrary contained in this Section 13.8, a Registered Note and the Loans
evidenced thereby may be assigned or otherwise transferred in whole or in part
only by registration of such assignment or transfer of such Registered Note and
the Loans evidenced thereby on the Registered Note Register (and each Registered
Note shall expressly so provide). Any assignment or transfer of all or part of
such Loans and the Registered Note evidencing the same shall be registered on
the Registered Note Register only upon surrender for registration of assignment
or transfer of the Registered Note evidencing such Loans, duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the registered noteholder thereof, and thereupon one or more new Registered
Notes in the same aggregate principal amount shall be issued to the designated
assignee(s) or transferee(s). Prior to the due presentment for registration of
transfer of any Registered Note, the Borrowers and the Administrative Agent
shall treat the Person in whose name such Loans and the Registered Note(s)
evidencing the same are registered as the owner thereof for the purpose of
receiving all payments thereon and for all other purposes, notwithstanding any
notice to the contrary. The Registered Note Register shall be available for
inspection by the Borrowers and any Lender at any reasonable time upon
reasonable prior notice.

     (i) The Borrowers will not become a party to any loan agreement, credit
agreement or similar agreement which restricts or prohibits the right or ability
of any lender which is a party thereto to become a Lender under this Agreement.

     (j) The Borrowers shall provide prompt assistance to the Administrative
Agent and the Lenders in connection with their efforts in syndicating the Loans
and Commitments. Such assistance shall include making senior officers and other
representatives of the Borrowers and their Affiliates available for meetings
with prospective Lenders and providing, in a timely manner, such assistance as
may be reasonably requested by the Administrative Agent or its advisors,
including, without limitation, providing information to and responding to
inquiries from prospective Lenders with respect to the business, operations,
results and other matters relating to the business of the Borrowers and the
other Loan Parties.



                                       95
<PAGE>

     Section 13.9 Survival. All representations and warranties made or deemed
made in this Agreement or any other Loan Document or in any document, statement
or certificate furnished in connection with this Agreement shall survive the
execution and delivery of this Agreement and the other Loan Documents and the
making of the Loans, and no investigation by the Administrative Agent or any
Lender or any closing shall affect the representations and warranties or the
right of the Administrative Agent or any Lender to rely upon them. Without
prejudice to the survival of any other obligation of the Borrowers hereunder,
the obligations of the Borrowers under Article 4 and Sections 13.1 and 13.2
shall survive repayment of the Loans and the Reimbursement Obligations and the
other Obligations.

     Section 13.10 ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES AND THE OTHER
LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, TERM SHEETS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
HERETO.

     Section 13.11 Amendments. No amendment or waiver of any provision of this
Agreement, the Notes or any other Loan Document to which the Borrowers are a
party, nor any consent to any departure by the Borrowers therefrom, shall in any
event be effective unless the same shall be agreed or consented to by the
Required Lenders and the Borrowers in writing, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all of the Lenders and the Borrowers, do any of
the following: (a) increase the Commitments of the Lenders (or any Lender) or
subject the Lenders to any additional obligations; (b) reduce the principal of,
or interest on, the Loans or any fees or other amounts payable hereunder; (c)
postpone any date fixed for any payment (including, without limitation, any
mandatory prepayment) of principal of, or interest on, the Loans or any fees or
other amounts payable hereunder; (d) change the commitment percentages or the
aggregate unpaid principal amount of the Loans or the number or interests of the
Lenders which shall be required for the Lenders or any of them to take any
action under this Agreement; (e) change any provision contained in Section 3.2,
3.3 or 5.1 or this Section 13.11 or modify the definition of "Eligible
Receivables," "Required Lenders," "Borrowing Base" contained in Section 1.1; or
(f) except as expressly authorized by this Agreement, release any Collateral
from any of the Liens created by the Security Documents; and provided further,
however, that no amendment, waiver or consent relating to Sections 12.1, 12.2,
12.3, 12.4 or 12.5 shall require the agreement of the Borrowers. Notwithstanding
anything to the contrary contained in this Section 13.11, no amendment, waiver
or consent shall be made with respect to (i) Article 12 hereof without the prior
written consent of the Administrative Agent, or (ii) any condition precedent set
forth in Article 6


                                       96
<PAGE>

with respect to the making of any Term Loans or the Revolving Loans without the
prior written consent of the Lenders that hold, at the time of such amendment,
waiver or consent, at least a majority (in Dollar amount) of the Term Loans
Facility Shares or the Revolving Loans Commitments, respectively.

     Section 13.12 Maximum Interest Rate.

     (a) No interest rate specified in this Agreement or any other Loan Document
shall at any time exceed the Maximum Rate. If at any time the interest rate (the
"Contract Rate") for any Obligation shall exceed the Maximum Rate, thereby
causing the interest accruing on such Obligation to be limited to the Maximum
Rate, then any subsequent reduction in the Contract Rate for such Obligation
shall not reduce the rate of interest on such Obligation below the Maximum Rate
until the aggregate amount of interest accrued on such Obligation equals the
aggregate amount of interest which would have accrued on such Obligation if the
Contract Rate for such Obligation had at all times been in effect.

     (b) Notwithstanding anything to the contrary contained in this Agreement or
the other Loan Documents, none of the terms and provisions of this Agreement or
the other Loan Documents shall ever be construed to create a contract or
obligation to pay interest at a rate in excess of the Maximum Rate; and neither
the Administrative Agent nor any Lender shall ever charge, receive, take,
collect, reserve or apply, as interest on the Obligations, any amount in excess
of the Maximum Rate. The parties hereto agree that any interest, charge, fee,
expense or other obligation provided for in this Agreement or in the other Loan
Documents which constitutes interest under applicable law shall be, ipso facto
and under any and all circumstances, limited or reduced to an amount equal to
the lesser of (i) the amount of such interest, charge, fee, expense or other
obligation that would be payable in the absence of this Section 13.12(b) or (ii)
an amount, which when added to all other interest payable under this Agreement
and the other Loan Documents, equals the Maximum Rate. If, notwithstanding the
foregoing, the Administrative Agent or any Lender ever contracts for, charges,
receives, takes, collects, reserves or applies as interest any amount in excess
of the Maximum Rate, such amount which would be deemed excessive interest shall
be deemed a partial payment or prepayment of principal of the Obligations and
treated hereunder as such; and if the Obligations, or applicable portions
thereof, are paid in full, any remaining excess shall promptly be paid to the
Borrowers. In determining whether the interest paid or payable, under any
specific contingency, exceeds the Maximum Rate, the Borrowers, the
Administrative Agent and the Lenders shall, to the maximum extent permitted by
applicable law, (i) characterize any nonprincipal payment as an expense, fee or
premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, prorate, allocate and spread in equal or
unequal parts the total amount of interest throughout the entire contemplated
term of the Obligations, or applicable portions thereof, so that the interest
rate does not exceed the Maximum Rate at any time during the term of the
Obligations; provided that, if the unpaid principal balance is paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest received for the actual period of existence thereof exceeds the
Maximum Rate, the Administrative Agent and/or the Lenders, as appropriate, shall
refund to the Borrowers the amount of such


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<PAGE>

excess and, in such event, the Administrative Agent and the Lenders shall not be
subject to any penalties provided by any laws for contracting for, charging,
receiving, taking, collecting, reserving or applying interest in excess of the
Maximum Rate.

     Section 13.13 Notices. All notices and other communications provided for in
this Agreement and the other Loan Documents to which the Borrowers are a party
shall be given or made by telecopy or in writing and telecopied, mailed by
certified mail return receipt requested or delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof (or, with respect to a Lender that becomes a party to this Agreement
pursuant to an assignment made in accordance with Section 13.8, in the
Assignment and Acceptance executed by it); or, as to any party, at such other
address as shall be designated by such party in a notice to each other party
given in accordance with this Section 13.13. Except as otherwise provided in
this Agreement, all such communications shall be deemed to have been duly given
when transmitted by telecopy or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid; provided,
however, that notices to the Administrative Agent shall be deemed given when
received by the Administrative Agent.

     Section 13.14 ARBITRATION.

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

     (b) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF THE
BORROWERS' DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM


                                       98
<PAGE>

ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL
SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND
FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS.

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

     Section 13.15 GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS. EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN CERTAIN LOAN
DOCUMENTS, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
VIRGINIA (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES). THE BORROWERS HEREBY
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF EACH OF (1) THE U.S. DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA AND (2) ANY VIRGINIA STATE COURT SITTING IN
FAIRFAX COUNTY, VIRGINIA, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ARBITRATION PURSUANT TO SECTION 13.14, ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS


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<PAGE>

CONTEMPLATED HEREBY OR THEREBY. THE BORROWERS HEREBY IRREVOCABLY CONSENT TO THE
SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SET FORTH UNDERNEATH ITS
SIGNATURE HERETO. THE BORROWERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORM.

     Section 13.16 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     Section 13.17 Severability. Any provision of this Agreement held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Agreement and the effect thereof shall be
confined to the provision held to be invalid or illegal.

     Section 13.18 Headings. The headings, captions and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

     Section 13.19 Construction. The Borrowers, the Administrative Agent and
each Lender acknowledges that it has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review this Agreement and the
other Loan Documents with its legal counsel and that this Agreement and the
other Loan Documents shall be construed as if jointly drafted by the parties
hereto.

     Section 13.20 Independence of Covenants. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitations of, another covenant shall
not avoid the occurrence of a Default if such action is taken or such condition
exists.

     Section 13.21 Confidentiality. Each Lender agrees to exercise its best
efforts to keep any information delivered or made available by the Borrowers to
it which is clearly indicated to be confidential information, confidential from
anyone other than Persons employed or retained by such Lender who are or are
expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any Lender
from disclosing such information (a) to any other Lender, (b) to any Person if
reasonably incidental to the administration of the Loans, (c) upon the order of
any court or administrative agency, (d) upon the request or demand of any
regulatory agency or authority having jurisdiction over such Lender, (e) which
has been publicly disclosed, (f) in connection with any litigation to which the
Administrative


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Agent, any Lender or their respective Affiliates may be a party, (g) to the
extent reasonably required in connection with the exercise of any right or
remedy under the Loan Documents, (h) to such Lender's legal counsel, independent
auditors and affiliates, and (i) to any actual or proposed participant or
Assignee of all or part of its rights hereunder, so long as such actual or
proposed participant or Assignee agrees to be bound by the provisions of this
Section 13.21.

     Section 13.22 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS OF THE BORROWERS, THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE
NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

     Section 13.23 Approvals and Consent. Except as may be expressly provided to
the contrary in this Agreement or in the other Loan Documents (as applicable),
in any instance under this Agreement of the other Loan Documents where the
approval, consent or exercise of judgment of the Administrative Agent or any
Lender is requested or required, (a) the granting or denial of such approval or
consent and the exercise of such judgment shall be within the sole discretion of
the Administrative Agent or such Lender, respectively, and the Administrative
Agent and such Lender shall not, for any reason or to any extent, be required to
grant such approval or consent or to exercise such judgment in any particular
manner, regardless of the reasonableness of the request or the action or
judgment of the Administrative Agent or such Lender, and (b) no approval or
consent of the Administrative Agent or any Lender shall in any event be
effective unless the same shall be in writing and the same shall be effective
only in the specific instance and for the specific purpose for which given.

     Section 13.24 Service of Process The Borrowers irrevocably consent to the
service of process by the mailing thereof by the Administrative Agent or the
Required Lenders by registered or certified mail, postage prepaid, to the
Borrowers at the address listed on the signature pages hereof. Nothing in this
Section 13.24 shall affect the right of the Administrative Agent or the Lenders
to serve legal process in any other manner permitted by law or affect the right
of the Administrative Agent or any Lender to bring any action or proceeding
against the Borrowers or their Property in the court of any jurisdiction.



                  [Remainder of page intentionally left blank.]


                                      101
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
under seal as of the day and year first above written.


                                     BORROWERS:

                                     OAO TECHNOLOGY SOLUTIONS, INC.

                                     By:                (SEAL)
                                              Name:  J. Jeffrey Fox
                                              Title:   Vice President - Finance,
                                                       Chief Financial Officer

                                     OAO SYSTEMS, INC.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer

                                     OAO SERVICES, INC.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer

                                     OAO CANADA, LTD.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer

                                     CANADIAN NETWORK
                                     RESOURCES, LTD.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer

                                     CANADIAN RESOURCE
                                     MANAGEMENT, LTD.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer


                                      102
<PAGE>

                                     OAO/ICOR (UK), LTD.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer

                                     OAO HEALTHCARE SOLUTIONS INC.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer

                                     ENTERPRISE TECHNOLOGY
                                     GROUP, INC.

                                     By:                (SEAL)
                                              Name:    J. Jeffrey Fox
                                              Title:   Chief Financial Officer

                                     Address for Notices:
                                     OAO Technology Solutions, Inc.
                                     7500 Greenway Center Drive
                                     Greenbelt, Maryland 20770
                                     Attention:        J. Jeffrey Fox
                                     Telephone:        (301) 486-2313
                                     Telecopy:         (301) 486-0415


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<PAGE>


                                     ADMINISTRATIVE AGENT:

                                     NATIONSBANK, N.A.,
                                     as Administrative Agent


                                     By:                (SEAL)
                                     Name:    Elaine T. Eaton
                                     Title:   Senior Vice President

                                     Address for Notices:
                                     8300 Greensboro Drive, Suite 550
                                     McLean, Virginia 22101-3604
                                     Attention:        Elaine T. Eaton
                                     Telephone:        (703) 761-8567
                                     Telecopy:         (703) 761-8246


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<PAGE>

                                     LENDERS:


Revolving Loans
Commitment:  $15,000,000
                                     NATIONSBANK, N.A.
Term Loans
Facility Share:  $20,000,000

                                     By:                (SEAL)
                                     Name:    Elaine T. Eaton
                                     Title:   Senior Vice President

                                     Address for Notices:
                                     8300 Greensboro Drive, Suite 550
                                     McLean, Virginia 22101-3604
                                     Attention:        Elaine T. Eaton
                                     Telephone:        (703) 761-8567
                                     Telecopy:         (703) 761-8246




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